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As filed with the Securities and Exchange Commission on September 17, 1997
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
GIBSON GREETINGS, INC.
(Exact name of issuer as specified in its charter)
Delaware 52-1242761
________________________ ____________________________________
(State of Incorporation) (I.R.S. Employer Identification No.)
2100 Section Road, Cincinnati, Ohio 45237
_____________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
GIBSON GREETINGS, INC.
1991 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Harold L. Caldwell, 2100 Section Road
Cincinnati, Ohio 45237
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (513) 841-6653
_____________________________________
CALCULATION OF REGISTRATION FEE
_______________________________
Title of Amount Proposed maximum Proposed maximum
securities to be offering price aggregate Amount of
to be registered per share offering price registration
registered (1) (2) (2) fee
______________ __________ ________________ ________________ ____________
Common Stock, 1,500,000
par value $.01 shares $22 13/16 $34,218,750 $10,369.32
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[FN]
(1) This registration statement also covers such indeterminable number of
additional shares of Common Stock of Gibson Greetings, Inc. as may become
issuable with respect to all or any of such shares pursuant to
antidilution provisions in the plan.
(2) Inserted solely for purposes of computing the registration fee and based,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, upon
the average of the high and low prices of the Common Stock on September
12, 1997, as reported on the Nasdaq National Market.
This Registration Statement also relates to Form S-8 Registration Statements
No. 33-44633 and 33-67782 of the Registrant.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement, being filed in accordance with General
Instruction E to Form S-8, incorporates by reference the contents of Form S-8
Registration Statements No. 33-44633 and 33-67782.
Item 8. Exhibits
_________________
Exhibit Number
______________
5 Opinion of Taft, Stettinius & Hollister
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant 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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio as of the 16th day of September, 1997.
GIBSON GREETINGS, INC.
By: /s/ Frank J. O'Connell
____________________________________
Frank J. O'Connell, President and Chief
Executive Officer
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 as of the 16th day of September, 1997.
Signature Title
_________ _____
/s/ Frank J. O'Connell Chairman of the Board, President and
_________________________ Chief Executive Officer
Frank J. O'Connell (principal executive officer)
/s/ Paul W. Farley Assistant Treasurer
_________________________ (principal accounting officer)
Paul W. Farley
/s/ George M. Gibson Director
_________________________
George M. Gibson
/s/ Charles D. Lindberg Director
_________________________
Charles D. Lindberg
/s/ Albert R. Pezzillo Director
_________________________
Albert R. Pezzillo
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/s/ Frank Stanton Director
_________________________
Frank Stanton
/s/ Charlotte St. Martin Director
_________________________
Charlotte St. Martin
/s/ C. Anthony Wainwright Director
_________________________
C. Anthony Wainwright
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