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As filed with the Securities and Exchange Commission on
July 12, 1999
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Registration No. 333-79409
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
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to
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Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Bowne & Co., Inc.
(Exact Name of Registrant as Specified in Its
Charter)
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Delaware |
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13-2618477 |
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
345 Hudson Street
New York, New York 10014
(Address, Including Zip Code, of
Registrant’s Principal Executive Office)
Bowne & Co., Inc. Global Employee Stock
Purchase Plan
(Full Title of the Plan)
Douglas F. Bauer, Esq.
Counsel & Corporate Secretary
Bowne & Co., Inc.
345 Hudson Street
New York, New York 10014
(212) 924-5500
(Name, Address and Telephone Number, Including
Area Code, of Agent For Service)
Copy to:
Vincent Pagano, Jr., Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3909
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by Bowne & Co., Inc. (the “Company” or
“Registrant”) are hereby incorporated in this
Registration Statement by reference:
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(a) Annual Report on Form 10-K for the fiscal year
ended December 31, 1998. |
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(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999. |
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(c) The description of the Company’s Common Stock
contained in the Company’s Current Report on Form 8-K
filed with the Commission on June 23, 1998. |
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of this Registration
Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and
Officers.
The Company is a Delaware corporation. Reference is made to
Section 102(b)(7) of the Delaware General Corporation Law
(the “DGCL”) which enables a corporation in its
original certificate of incorporation or an amendment thereto to
eliminate or limit the personal liability of a director for
violations of the director’s fiduciary duty, except
(i) for any breach of the director’s duty of loyalty to
the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) pursuant to
Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which a
director derived an improper personal benefit.
Reference is also made to Section 145 of the DGCL which
empowers a Delaware corporation to indemnify any person who was
or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason
of the fact that such person is or was an officer, director,
employee or agent of such corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include
expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding,
provided that such person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the
corporation’s best interests, and, for criminal proceedings,
had no reasonable cause to believe the person’s conduct was
unlawful. A Delaware corporation may indemnify any person in an
action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the person is adjudged to be liable to the
corporation. Where a present or former officer or director is
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successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify such
person against the expenses (including attorney’s fees)
which such person actually and reasonably incurred.
Article Ninth of the Company’s Certificate of
Incorporation, furthermore, provides that no director of the
Company is personally liable to the Company or its stockholders
for damages for any breach of duty as a director unless a
judgment or other final adjudication adverse to him establishes
that his acts or omissions involved bad faith, intentional
misconduct, a knowing violation of law or certain expressly
prohibited acts, or that he personally gained a financial profit
or other advantage to which he was not legally entitled.
Article VII of the Company’s By-Laws provides that the
Company shall indemnify all persons whom it shall have power to
indemnify from and against all expenses, liabilities or other
matters to the fullest extent permitted by the DGCL as from time
to time amended.
The Company also has liability insurance policies in effect which
cover certain claims against officers and directors of the
Company by reason of certain breaches of duty, neglect, errors or
omissions committed by them in such capacities as officers and
directors.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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3(a) |
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Certificate of Incorporation (incorporated by reference to
Exhibit 2 to the Company’s Current Report on
Form 8-K filed June 23, 1998)* |
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3(b) |
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Certificate of Designations (incorporated by reference to
Exhibit 3 to the Company’s Current Report on
Form 8-K filed June 23, 1998)* |
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3(c) |
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By-Laws (incorporated by reference to Exhibit 4 to the
Company’s Current Report on Form 8-K filed
June 23, 1998)* |
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Rights Agreement, dated as of June 19, 1998, between the
Company and The Bank of New York (incorporated by reference to
Exhibit 5 to the Company’s Current Report on
Form 8-K filed June 23, 1998)* |
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Consent of KPMG LLP |
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Consent of Ernst & Young LLP |
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Power of Attorney* |
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* Previously filed.
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Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement: |
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(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
“Securities Act”); |
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate |
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offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement and |
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
set forth in this Registration Statement; |
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provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (the “Exchange
Act”) that are incorporated by reference in this
Registration Statement. |
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(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof. |
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering. |
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(4) That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and each filing of each plan’s annual
report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof. |
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(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted against
the Registrant by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against policy as expressed in the Act
and will be governed by the final adjudication of such issue. |
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as
amended, Bowne & Co., Inc. certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New
York, on the twelfth day of July, 1999.
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BOWNE & CO., INC. |
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By: |
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/s/ DOUGLAS F. BAUER |
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Douglas F. Bauer
Counsel and Corporate Secretary |
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Pursuant to the requirements of the Securities Act of 1933, the
Bowne & Co., Inc. Global Employee Stock Purchase Plan has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York, on this twelfth day of July
1999.
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BOWNE & CO., INC.
GLOBAL EMPLOYEE STOCK PURCHASE PLAN |
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By: |
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Denise K. Fletcher, Trustee |
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Pursuant to the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the
following persons in the capacities indicated on the first day of
July, 1999.
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Title |
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Robert M. Johnson |
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Chairman of the Board and Chief Executive Officer (and Director) |
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James P. O’Neil |
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President and Chief Operating Officer (and Director) |
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Denise K. Fletcher |
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Senior Vice President and Chief Financial Officer (Principal
Financial Officer) |
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C. Cody Colquitt |
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Vice President and Controller (Principal Accounting Officer) |
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Robert M. Conway |
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Director |
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H. Marshall Schwarz |
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Director |
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Wendell M. Smith |
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Director |
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| Signature |
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Title |
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Lisa A. Stanley |
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Director |
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Vincent Tese |
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Director |
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Harry Wallaesa |
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Director |
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Richard R. West |
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Director |
*By: /s/ DOUGLAS F. BAUER
Douglas F. Bauer |
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Attorney-in-Fact |
II-5
EXHIBIT INDEX
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| Exhibit |
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Sequential |
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Description of Exhibit |
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Page Number |
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3(a) |
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Certificate of Incorporation (incorporated by reference to
Exhibit 2 to the Company’s Current Report on Form 8-K filed
June 23, 1998)* |
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3(b) |
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Certificate of Designations (incorporated by reference to Exhibit
3 to the Company’s Current Report on Form 8-K filed June
23, 1998)* |
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3(c) |
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By-Laws (incorporated by reference to Exhibit 4 to the
Company’s Current Report on Form 8-K filed June 23, 1998)* |
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Rights Agreement, dated as of June 19, 1998, between the Company
and The Bank of New York (incorporated by reference to Exhibit 5
to the Company’s Current Report on Form 8-K filed
June 23, 1998)* |
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Consent of KPMG LLP |
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23.1 |
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Consent of Ernst & Young LLP |
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Power of Attorney* |
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* Previously filed.
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