As filed with the Securities and Exchange Commission on November 8, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Incorporated THE STANDARD REGISTER COMPANY I.R.S. Employer
Under the Laws 600 ALBANY STREET Identification No.
of Ohio DAYTON, OHIO 45401 31-0455440
(513) 443-1000
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1995 STOCK OPTION PLAN
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Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee(3)
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Common Stock, 2,000,000 $26.375 $52,750,000.00 $15,984.85
$1.00 par value Shares
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(1) This Registration Statement is filed for up to 2,000,000 shares
issuable upon exercise options granted pursuant to the 1995 Stock Option Plan.
(2) Estimated solely for purposes of calculating registration fees.
(3) Registration fee has been calculated pursuant to Rule 457(h) based on
the average of the high and low prices of the Common Stock as reported on the
New York Stock Exchange on November 7, 1996 of $26.375 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The Standard Register Company (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K dated March 22,1996;
2. The Company's Quarterly Reports on Form 10-Q dated May 15, 1996
and August 14, 1996; and
3. The description of the Common Stock contained on the Company's
Form 8-A Registration Statement under the Securities Exchange Act
of 1934 effective May 13, 1996.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all Common Stock
offered has been sold or which deregisters all Common Stock 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be passed upon for the
Company by Keating, Muething & Klekamp, 1800 Provident Tower, One East Fourth
Street, Cincinnati, Ohio 45202.
Item 6. Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio General Corporation Law allows
indemnification by the Registrant to any person made or threatened to be made a
party to any proceedings, other than a proceeding by or in the right of the
Registrant, by reason of the fact that the person is or was a director, officer,
employee or agent of the Registrant, against expenses, including judgments and
fines, if the person acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the Registrant and, with
respect to criminal actions, in which the person had no reasonable cause to
believe that the person's conduct was unlawful. Similar provisions apply to
actions brought by or in the right of the Registrant, except that, unless
otherwise determined by the court, no indemnification shall be made in such
cases when the person shall have been adjudged to be liable for negligence or
misconduct to the Registrant. The right to indemnification is mandatory in the
case of a director or officer who is successful on the merits or otherwise in
defense of any action, suit or proceeding or any claim or issue, or who is
successful on the merits or otherwise in defense of any action, suit or
proceeding or any claim, issue or matter therein. Permissive indemnification is
to be made by a court of competent jurisdiction, the majority vote of a quorum
of disinterested directors, the written opinion of independent counsel or by the
shareholders.
The Registrant's Code of Regulations provides that the Registrant shall
indemnify such persons to the fullest extent permitted by law.
The Registrant maintains director and officer liability insurance which
provides coverage against certain liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 1995 Stock Option Plan
5 Opinion of Keating, Muething & Klekamp.
23.1 Consent of Keating, Muething & Klekamp (contained on
Exhibit-5).
23.2 Consent of Battelle & Battelle PLL.
24 Power of Attorney (contained on the signature page).
Item 9 Undertakings
9.1 The undersigned Registrant hereby undertakes to file during any period
in which offers or sales are being made, a post- effective amendment to this
Registration Statement to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, 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 and to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that (i) and (ii) shall not apply if the information required to be
included in a post-effective amendment is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.
9.2 The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, 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.
9.3 The undersigned Registrant hereby undertakes 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.
9.4 The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement 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.
9.5 Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and 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 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 public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Dayton, Ohio, on November 7, 1996.
THE STANDARD REGISTER COMPANY
BY:/s/Peter S. Redding
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Peter S. Redding
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Persons whose names are marked with an
asterisk (*) below hereby designate Paul H. Granzow, Peter S. Redding or Craig
J. Brown as their attorney-in-fact to sign all amendments, including
post-effective amendments, to this Registration Statement.
Signature Capacity Date
*/s/Peter S. Redding President, Chief November 7, 1996
- ----------------------- Executive Officer
Peter S. Redding and Director
(Principal
Executive Officer)
*/s/Craig J. Brown Senior Vice President - November 7, 1996
- ----------------------- Administration,
Craig J. Brown Treasurer and Chief
Financial Officer
(Principal Financial
Officer and
Principal Accounting
Officer)
Signature Capacity Date
*/s/Paul H. Granzow Chairman of the November 7, 1996
- ---------------------- Board of Directors
Paul H. Granzow
*/s/Roy W. Begley, Jr. Director November 7, 1996
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Roy W. Begley, Jr.
*/s/F. David Clarke III Director November 7, 1996
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F. David Clarke, III
*/s/Graeme G. Keeping Director November 7, 1996
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Graeme G. Keeping
*/s/Dennis Rediker Director November 7, 1996
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Dennis L. Rediker
*/s/Ann Scavullo Director November 7, 1996
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Ann Scavullo
*/s/John J. Schiff, Jr. Director November 7, 1996
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John J. Schiff, Jr.
*/s/Charles F. Sherman Director November 7, 1996
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Charles F. Sherman
*/s/John Q. Sherman II Director November 7, 1996
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John Q. Sherman, II