Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
Banta Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 39-0148550
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
225 Main Street
Menasha, Wisconsin 54952
(Address of principal executive offices) (Zip Code)
Banta Corporation 1995 Equity Incentive Plan
(Full title of the plan)
Ronald D. Kneezel Copy to:
Vice President,
General Counsel and Secretary Jay O. Rothman
Banta Corporation Foley & Lardner
225 Main Street 777 East Wisconsin Avenue
Menasha, Wisconsin 54952 Milwaukee, Wisconsin 53202
(414) 751-7777 (414) 271-2400
(Name, address and telephone number,
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Amount Proposed Maximum Aggregate
Securities to be to be Offering Price Offering Amount of
Registered Registered Per Share Price Registration Fee
Common Stock, 1,000,000
$.10 par value shares $36-1/8(1) $36,125,000(1) $12,457
Common Stock Purchase 1,000,000
Rights rights (2) (2) (2)
<FN>
(1) Estimated pursuant to Rule 457(c) and (h) under the Securities
Act of 1933 solely for the purpose of calculating the
registration fee based on the average of the high and low prices
for Banta Corporation Common Stock as reported on The Nasdaq
Stock Market on August 4, 1995.
(2) The value attributable to the Common Stock Purchase Rights is
reflected in the market price of the Common Stock to which the
Rights are attached.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Banta Corporation (the
"Company") with the Commission are hereby incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, which includes certified financial statements as of and
for the year ended December 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended April 1, 1995.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated
April 13, 1972, as amended by the Company's filings on Form 8, dated
July 31, 1972 and August 4, 1986, and Form 8-A/A, dated November 10, 1994,
and any other amendment or report filed for the purpose of updating such
description.
4. The description of the Company's Common Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on Form
8-A, dated November 5, 1991, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of filing of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
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 of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being offered hereby will be
passed on for the Company by Foley & Lardner, Milwaukee, Wisconsin.
Bernard S. Kubale, a partner in the firm of Foley & Lardner, is a director
of the Company. As of August 1, 1995, Foley & Lardner attorneys who
participated in the preparation of this Registration Statement, including
Mr. Kubale, beneficially owned 12,550 shares of the Company's Common Stock
and accompanying Common Stock Purchase Rights.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted
that the Wisconsin Business Corporation Law specifically states that it is
the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) Restated Articles of Incorporation of
Banta Corporation, as amended
(incorporated by reference to Exhibit
19(b) to Banta Corporation's Quarterly
Report on Form 10-Q for the quarter
ended April 3, 1993)
(4.2) By-laws of Banta Corporation, as
amended (incorporated by reference to
Exhibit 3(c) to Banta Corporation's
Annual Report on Form 10-K for the year
ended December 31, 1994)
(4.3) Rights Agreement, dated as of October
29, 1991, between Banta Corporation and
First Wisconsin Trust Company (n/k/a
Firstar Trust Company), as Rights Agent
(incorporated by reference to
Exhibit 4.1 to Banta Corporation's
Current Report on Form 8-K dated
October 29, 1991)
(4.4) Banta Corporation 1995 Equity Incentive
Plan
(4.5) Form of Stock Option Agreement for Non-
Employee Directors for use under the
1995 Equity Incentive Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained
in Exhibit 5 hereto)
(24) Power of Attorney relating to
subsequent amendments (included on the
signature page to this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) 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, as amended;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the 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 paragraphs (a)(1)(i) and (a)(1)(ii) 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, as amended, that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
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.
(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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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 the City of Menasha, State of Wisconsin, on
August 7, 1995.
BANTA CORPORATION
By: /s/ Donald D. Belcher
Donald D. Belcher
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints Donald D. Belcher and Ronald D.
Kneezel, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as he or she might or could
do in person, hereby ratifying and confirming all that each said attorney-
in-fact and agent may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ Donald D. Belcher Chairman of the Board,
Donald D. Belcher President, Chief
Executive Officer and August 7, 1995
Director
/s/ Gerald A. Henseler Executive Vice
Gerald A. Henseler President, Chief
Financial Officer and August 7, 1995
Director
/s/ Robert A. Kreider Treasurer August 7, 1995
Robert A. Kreider
/s/ Barry K. Allen Director August 7, 1995
Barry K. Allen
/s/ Jameson A. Baxter Director August 7, 1995
Jameson A. Baxter
/s/ George T. Brophy Director August 7, 1995
George T. Brophy
/s/ William J. Cadogan Director August 7, 1995
William J. Cadogan
/s/ Richard L. Director August 7, 1995
Gunderson
Richard L. Gunderson
/s/ Bernard S. Kubale Director August 7, 1995
Bernard S. Kubale
/s/ Donald Taylor Director August 7, 1995
Donald Taylor
/s/ Allan J. Director August 7, 1995
Williamson
Allan J. Williamson
EXHIBIT INDEX
BANTA CORPORATION 1995 EQUITY INCENTIVE PLAN
Exhibit No. Exhibit
(4.1) Restated Articles of Incorporation of
Banta Corporation, as amended
(incorporated by reference to Exhibit
19(b) to Banta Corporation's Quarterly
Report on Form 10-Q for the quarter ended
April 3, 1993)
(4.2) By-laws of Banta Corporation, as amended
(incorporated by reference to Exhibit 3(c)
to Banta Corporation's Annual Report on
Form 10-K for the year ended December 31,
1994)
(4.3) Rights Agreement, dated as of October 29,
1991, between Banta Corporation and First
Wisconsin Trust Company (n/k/a Firstar
Trust Company), as Rights Agent
(incorporated by reference to Exhibit 4.1
to Banta Corporation's Current Report on
Form 8-K dated October 29, 1991)
(4.4) Banta Corporation 1995 Equity Incentive
Plan
(4.5) Form of Stock Option Agreement for Non-
Employee Directors for use under the 1995
Equity Incentive Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in
Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent
amendments (included on the signature page
to this Registration Statement)