Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
BADGER PAPER MILLS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0143840
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 West Front Street
P. O. Box 149
Peshtigo, Wisconsin 54157-0149
(Address of principal executive offices) (Zip Code)
Badger Paper Mills, Inc. Profit Sharing Plan and
Trust for Non-Union Employees
(Full title of the plan)
____________________
Miles L. Kresl, Jr. Copy to:
Vice President/Administration
Badger Paper Mills, Inc. Luke E. Sims
P. O. Box 149 Foley & Lardner
Peshtigo, Wisconsin 54157-0149 777 East Wisconsin Avenue
(715) 582-4551 Milwaukee, Wisconsin 53202-5367
(Name, address and telephone (414) 297-5680
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, 100,000 $14.50(1) $1,450,000.00(1) $500.00
no par value shares
(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 low and high prices of Badger Paper
Mills, Inc. Common Stock as reported on the NASDAQ Stock Market
on March 8, 1996.
_________________________________
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 Badger Paper Mills, Inc. (the
"Company") or the Badger Paper Mills, Inc. Profit Sharing Plan and Trust
for Non-Union Employees (the "Plan") with the Commission are hereby
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for its fiscal
year ended December 31, 1994.
2. All other reports filed by the Company with the Commission
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
its Registration Statement on Form 10 dated April 28, 1965, including 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 this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement
indicating that all such securities offered hereby have been sold, or
which deregisters all such 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and By-Laws
of the Company, as amended, 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 the defense thereof, unless
(in the latter case only) 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 of 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 also be noted that the Wisconsin Business
Corporation Law specifically states that it is the 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 except in
circumstances paralleling those in subparagraphs (a) through (d) outlined
above. Additional indemnification may be provided by resolution of the
Company's Board of Directors except as prohibited by law.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
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 exhibits filed herewith or incorporated by reference are set
forth in the attached Exhibit Index.
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, as amended (the "Act"), 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.
(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 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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 Act 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 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 Act, 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 Peshtigo, State of Wisconsin, as
of March 8, 1996.
BADGER PAPER MILLS, INC.
By: /s/Claude L. Van Hefty
Claude L. Van Hefty
President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of March 8, 1996, by the
following persons in the capacities indicated. Each person whose
signature appears below constitutes and appoints Claude L. Van Hefty and
Miles L. Kresl, Jr., and each of them individually, his attorneys-in-fact
and agents, with full power of substitution and resubstitution for him and
in his 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 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 might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/Claude L. Van Hefty President and Director
(principal executive officer)
/s/Miles L. Kresl, Jr. Vice President/Administration,
Miles L. Kresl, Jr. Corporate
Secretary and Treasurer
(principal
financial officer)
/s/George J. Zimmerman Controller (chief accounting
George J. Zimmerman officer)
/s/Edwin A. Meyer, Jr. Chairman of the Board and
Edwin A. Meyer, Jr. Director
/s/Bennie C. Burish Director
Bennie C. Burish
/s/Thomas J. Kuber Director
Thomas J. Kuber
/s/Earl R. St. John, Jr. Director
Earl R. St. John, Jr.
/s/Ralph D. Searles Director
Ralph D. Searles
The Plan. Pursuant to the requirements of the Act, the Profit
Sharing Trust Committee for Non-Union Employees, which administers the
Plan, has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Peshtigo, State of Wisconsin, as of March 8, 1996.
BADGER PAPER MILLS, INC.
PROFIT SHARING PLAN AND TRUST FOR NON-
UNION EMPLOYEES
By:/s/Miles L. Kresl, Jr.
Miles L. Kresl, Jr.
/s/Kathy M. Wesloski
Kathy M. Wesloski
/s/George J. Zimmerman
George J. Zimmerman
/s/Claude L. Van Hefty
Claude L. Van Hefty
The foregoing persons are all of the members of the Profit
Sharing Trust Committee for Non-Union Employees, which is the
administrator of the Badger Paper Mills, Inc. Profit Sharing Plan and
Trust for Non-Union Employees.
EXHIBIT INDEX
Exhibit No. Exhibit Page
(4.1) Badger Paper Mills, Inc. Profit Sharing
Plan and Trust for Non-Union Employees
(the "Plan")
(4.2) Amendment No. 1 to the Plan dated
November 13, 1995.
(4.3) Form of Amendment No. 2 to the Plan.
(4.4) U.S. $18,000,000 Credit Agreement by and
among the Company, NEW Riverview
Holdings, Inc., PlasTechs, Inc., and
Harris Trust and Savings Bank,
individually and as agent and PNC Bank,
Ohio National Association, dated June
30, 1993 ("Credit Agreement")
(incorporated by reference to Exhibit
(4) to the Company's Form 10-Q for the
quarter ended September 30, 1993).
(4.5) Waiver and First Amendment to Credit
Agreement dated June 30, 1993
(incorporated by reference to Exhibit
(4)(ii) to the Company's Form 10-K for
the year ended December 31, 1994).
(4.6) Second Amendment to Credit Agreement
dated March 31, 1994 (incorporated by
reference to Exhibit 4(a) to the
Company's Form 10-Q for the quarter
ended March 31, 1994).
(4.7) Third Amendment to Credit Agreement
dated August 31, 1994 (incorporated by
reference to Exhibit (4)(iv) to the
Company's Form 10-K for the year ended
December 31, 1994).
(4.8) Fourth Amendment to Credit Agreement
dated February 17, 1995, but retroactive
to December 31, 1994 (incorporated by
reference to Exhibit (4)(v) to the
Company's 10-K for the year ended
December 31, 1994).
(4.9) Fifth Amendment to Credit Agreement
dated April 28, 1995 (incorporated by
reference to Exhibit (4) to the
Company's Form 10-Q for the quarter
ended June 30, 1995).
(5.1) Opinion of Foley & Lardner
(5.2) In lieu of an opinion of counsel
concerning compliance with the
requirements of ERISA and an Internal
Revenue Service (the "IRS")
determination letter that the Plan is
qualified under Section 401 of the
Internal Revenue Code, the Registrant
hereby undertakes that the Registrant
will submit or has submitted the Plan
and any amendment thereto to the IRS in
a timely manner and has made or will
make all changes required by the IRS in
order to qualify the Plan.
(23.1) Consent of Coopers & Lybrand L.L.P.
(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)