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 Hourly 401(k) 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
(Name, address and telephone number, including area
code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock, 200,000 $43.00(1) $8,600,000(1) $2,966
$.10 par value shares
Common Stock 200,000 (2) (2) (2)
Purchase Rights rights
(1) Estimated pursuant to Rule 457(c) 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 February 23, 1996.
(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.
_________________________________
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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")
or the Banta Hourly 401(k) Plan (the "Plan") 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. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1994.
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 8A/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, and any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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 February 21, 1996, Foley & Lardner attorneys who
participated in the preparation of this Registration Statement, including
Mr. Kubale, beneficially owned 11,138 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 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) Banta Hourly 401(k) Plan
(4.2) Banta Hourly 401(k) Plan Trust
(4.3) Restated Articles of Incorporation, as amended, of
Banta Corporation (incorporated by reference to
Exhibit 19(b) to Banta Corporation's Quarterly
Report on Form 10-Q for the quarter ended April 3,
1993)
(4.4) Rights Agreement, dated as of October 29, 1991,
between Banta Corporation and Firstar Trust Company
(f/k/a First Wisconsin Trust Company) (incorporated
by reference to Exhibit 4.1 to Banta Corporation's
Current Report on Form 8-K, dated as of October 29,
1991)
(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)
The undersigned Registrant hereby undertakes to submit the Plan to
the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan under Section 401
of the Internal Revenue Code of 1986, as amended.
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 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.
(2) 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 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,
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 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 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
The Registrant. 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, and
State of Wisconsin, on this 27th day of February, 1996.
BANTA CORPORATION
By: /s/ Donald D. Belcher
Donald D. Belcher
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
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 date indicated. Each person whose signature
appears below constitutes and appoints Donald D. Belcher and Ronald D.
Kneezel, and each of them individually, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
revocation, 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 said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
/s/ Donald D. Belcher Chairman of the Board, February 27, 1996
Donald D. Belcher President, Chief
Executive Officer and
Director
/s/ Gerald A. Hensler Executive Vice February 27, 1996
Gerald A. Henseler President, Chief
Financial Officer and
Director
/s/ Robert A. Kreider Treasurer February 27, 1996
Robert A. Kreider
/s/ Jameson A. Baxter Director February 27, 1996
Jameson A. Baxter
/s/ George T. Brophy Director February 27, 1996
George T. Brophy
Director
William J. Cadogan
/s/ Richard L. Gunderson Director February 27, 1996
Richard L. Gunderson
/s/ Bernard S. Kubale Director February 27, 1996
Bernard S. Kubale
Director
Donald Taylor
/s/ Allan J. Williamson Director February 27, 1996
Allan J. Williamson
The Plan. Pursuant to the requirements of the Securities Act
of 1933, Banta Corporation, in its capacity as the Plan Administrator of
the Banta Hourly 401(k) Plan, has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Menasha, and State of Wisconsin, on this 27th day of
February, 1996.
BANTA CORPORATION,
as Plan Administrator of the
Banta Hourly 401(k) Plan
By: /s/ Ronald D. Kneezel
Ronald D. Kneezel
Vice President, General Counsel
and Secretary
EXHIBIT INDEX
BANTA HOURLY 401(k) PLAN
Exhibit No. Exhibit
(4.1) Banta Hourly 401(k) Plan
(4.2) Banta Hourly 401(k) Plan Trust
(4.3) Restated Articles of Incorporation, as
amended, of Banta Corporation (incorporated
by reference to Exhibit 19(b) to Banta
Corporation's Quarterly Report on Form 10-Q
for the quarter ended April 3, 1993)
(4.4) Rights Agreement, dated as of October 29,
1991, between Banta Corporation and
Firstar Trust Company (f/k/a First
Wisconsin Trust Company) (incorporated by
reference to Exhibit 4.1 to Banta
Corporation's Current Report on Form 8-K,
dated as of October 29, 1991)
(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)