As filed with the Securities and Exchange Commission on December 15, 1997.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated MULTI-COLOR CORPORATION I.R.S. Employer
Under the Laws 205 West Fourth Street, Suite 1140 Identification No.
of Ohio CINCINNATI, OHIO 45202 31-0982792
1997
STOCK OPTION PLAN
Gary P. Kreider, Esq.
Keating, Muething & Klekamp P.L.L.
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)
- --------------------------------------------------------------------------------
Common Stock, 250,000 $6.25 $1,562,500.00 $474.00
No par value Shares
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(1) This Registration Statement is filed for up to 250,000 shares issuable
upon the exercise of options granted pursuant to the 1997 Stock Option
Plan.
(2) Estimated to calculate registration fee.
(3) Calculated pursuant to Rule 457(h) based on the average of the high and
low prices of the Common Stock on the Nasdaq Stock Market on December
10, 1997 of $6.25 per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Multi-Color Corporation(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 for the Fiscal Year ended
March 31, 1997.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30 and September 29, 1997.
3. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on August 24, 1987.
All reports and other documents subsequently 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, P.L.L., 1800 Provident Tower, One
East Fourth Street, Cincinnati, Ohio 45202. Attorneys of Keating, Muething &
Klekamp own 1,000 shares of the Company's Common Stock.
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Item 6. Indemnification of Directors and Officers
Ohio Revised Code, Section 1701.13(E), 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 he is or was a director, officer, employee or agent of
the registrant, against expenses, including judgment and fines, if he 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
he had no reasonable cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the registrant, except
that 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 unless
deemed otherwise by the court. Indemnification is to be made by a majority vote
of a quorum of disinterested directors or the written opinion of independent
counsel or by the shareholders or by the court. The registrant's Code of
Regulations extends such indemnification.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits*
Exhibit 4 Multi-Color Corporation 1997 Stock Option Plan
Exhibit 5 Opinion of Keating, Muething & Klekamp, P.L.L.
Exhibit 23.1 Consent of Grant Thornton LLP
Exhibit 23.2 Consent of Keating, Muething & Klekamp, P.L.L.
(contained in Exhibit 5)
Exhibit 24 Power of Attorney (contained in 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:(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
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*All Exhibits filed herewith.
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facts or events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which, individu ally 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 a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
(iii) 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) 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 Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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
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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.
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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 Cincinnati, Ohio, on December 15,1997.
MULTI-COLOR CORPORATION
By:/S/ John C. Court
------------------------------------
John C. Court
President, Chief Executive Officer
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. Each person whose signature appears below
marked with an asterisk hereby authorizes John C. Court or Burton D. Morgan or
John D. Littlehale as attorney-in-fact to sign on his behalf individually and in
each capacity indicated below, any amendments, including post-effective
amendments, to this Registration Statement.
Signature Capacity Date
--------- -------- ----
*/S/ John C. Court
- ----------------------- President, December 15, 1997
John C. Court Chief Executive
Officer and Director
*/S/ Burton D. Morgan
- ----------------------- Chairman of the December 15, 1997
Burton D. Morgan Board of Directors
*/S/John D. Littlehale
- ----------------------- Vice President of December 15, 1997
John D. Littlehale Manufacturing and
Director
*/S/Lorrence T. Kellar
- ------------------------ Director December 15, 1997
Lorrence T. Kellar
*/S/David H. Pease,Jr.
- ---------------------- Director December 15, 1997
David H. Pease, Jr.
*/S/ Louis M. Perlman
- ---------------------- Director December 15, 1997
Louis M. Perlman
*/S/ Gordon Bonfield
- ---------------------- Director December 15, 1997
Gordon Bonfield