As filed with the Securities and Exchange Commission on September 13, 1995
Registration No. 33 - _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JOHN WILEY & SONS, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 13-5593032
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or No.)
Organization)
605 Third Avenue
New York, New York 10158-0012
(212) 850-6000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
JOHN WILEY & SONS, INC.
EMPLOYEES' SAVINGS PLAN
(Full Title of Plan)
Josephine A. Bacchi
Corporate Secretary
John Wiley & Sons, Inc.
605 Third Avenue
New York, New York 10158-0012
(212) 850-6000
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Stephen E. Jacobs, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered(1) Registered(2) Share(2) Price(2) Registration Fee
Class A Common Stock, par value $1.00
per share 250,000 shares $56.625 $14,156,250 $4,881.47
<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described herein.
(2) Computed solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of
1933, as amended, based upon a good faith estimate of the aggregate number of shares of Common Stock of the Registrant to be
purchased by the Plan Trustee pursuant to the Plan at the closing price of the Registrant's Common Stock as reported on the
New York Stock Exchange Composite Tape on September 12, 1995.
/TABLE
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1.
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as
specified by Rule 428(b)(1). Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").
Item 2.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration
Statement (which documents are incorporated by reference in the
Section 10(a) Prospectus), other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional information
about the John Wiley & Sons, Inc. Employees' Savings Plan and its
administrators are available without charge by contacting:
Anthony Brisbin
John Wiley & Sons, Inc.
605 Third Avenue
New York, New York 10158-0012
(212) 850-6000
NYFS10...:\86\81086\0007\1196\FRM8235J.240
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by John
Wiley & Sons, Inc. (the "Company") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1995.
(c) The John Wiley & Sons, Inc. Employees' Savings Plan's
(the "Plan") Annual Report on Form 11-K for the fiscal year ended
December 31, 1994.
(d) The description of the Company's Common Stock, par
value $1.00 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A (No. 0-2538) filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company and the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 721, 722, 723, 724, 725 and 726 of the Business
Corporation Law of the State of New York (the "BCL") empower a
corporation to indemnify its directors, officers or controlling
persons against liability subject to specified limitations.
Generally, under Section 722 of the BCL, a corporation may indemnify
any person made or threatened to be made a party to an action or
proceeding (other than one by or in the right of the corporation to
procure a judgment in its favor), whether civil or criminal, including
an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or
officer of the corporation served in any capacity at the request of
the corporation, by reason of the fact that he, his testator or
intestate, was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred as a result of such
action or proceeding, or any appeal therein, if such director or
officer acted, in good faith, for a purpose which he reasonably
believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interest of the
corporation
and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful. In
addition, a corporation may indemnify any person made, or threatened
to be made, a party to an action by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he, his
testator or intestate, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as
a director or officer of any other corporation of any type or kind,
domestic or foreign, of any partnership, joint venture, trust,
employee benefit plan or other enterprise, against amounts paid in
settlement and reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in connection with the
defense or settlement of such action, or in connection with an appeal
therein, if such director or officer acted in good faith, for a
purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise, not apposed to, the
best interests of the corporation, except that no such indemnification
shall be made in respect of (a) a threatened action, or a pending
action which is settled or otherwise disposed of, or (b) any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the
court in which the action was brought, or, if no action was brought,
any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement
amount and expenses as the court deems proper. Under Section 724 of
the BCL, indemnification may also be awarded by a court in certain
circumstances.
In addition, Article EIGHT of the Company's Restated
Certificate of Incorporation eliminates the personal liability of a
director to the Company or its shareholders, except for those specific
breaches resulting in liability for an act or omission with respect to
which the BCL expressly provides that such provision in the
Certificate of Incorporation shall not eliminate or limit such
personal liability of the director.
Section 1 of Article VII of the Company's By-Laws provides
that the Company shall, to the fullest extent permitted by the BCL,
indemnify any director or officer of the Company or any wholly-owned
subsidiary (or the personal representative of such director or
officer) who is or was made or threatened to be made a party to or is
involved in any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(including an action by or in the right of the Company or any of its
subsidiaries or any other corporation, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan, or other
enterprise), by reason of the fact that he or she is or was a director
or officer of the Company, or, at the request of the Company, is or
was serving such subsidiary or other corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise as
director, officer, trustee, or in any other capacity, against
judgments, fines, amounts paid or to be paid in settlement, excise tax
or penalties, and costs charges and expenses, including attorneys'
fees, incurred in connection with such action or proceeding or any
appeal therein; provided, however, that no indemnification shall be
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provided to any such person if a judgment or other final adjudication
adverse to such person establishes that (i) his or her acts (or those
of the testator or intestate) were committed in bad faith or were the
result of active and deliberate dishonesty and, in either case, were
material to the cause of action so adjudicated, or (ii) he or she (or
the testator or intestate) personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled;
provided, further, that were applicable, payment of such
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indemnification shall be made pursuant to the provisions of Section
723 of the BCL, as the same may be amended from time to time.
The Company has purchased insurance under two policies, from
the Federal Insurance Company and the National Union Fire Insurance
Company. These policies provide for the payment by the insurer of the
amount (after giving effect to certain "retention" (deductible) and
co-insurance provisions) which the Company is required or permitted to
pay in indemnifying its officers and directors under the provisions of
New York law. The policies also directly indemnifies the officers and
directors in certain other instances, subject to the retention and co-
insurance provisions of the policies. The primary policy is in the
face amount of $15,000,000 and is for a term expiring on November 14,
1995. The second policy, providing excess liability coverage, is in
the face amount of $5,000,000 and also expires on November 14, 1995.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company as disclosed above, the Company has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) - Restated Certificate of Incorporation of the
Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the year
ended April 30, 1992).
4(b) - Restated By-Laws of the Company as of July 1994
(incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
April 30, 1995).
23(a) - Consent of Arthur Andersen LLP.
24 - Power of Attorney (included as part of the
signature page to this Registration Statement and
incorporated herein by reference).
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;
(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, represent 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 paragraph (a)(1)(i) and (a)(1)(ii)
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do not apply if the information required to be included in a
post-effective amendment by the foregoing paragraphs is
contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities 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.
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(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 to submit the
Plan and any amendments thereto to the Internal Revenue
Service (the "IRS") in a timely manner and to 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 to date.
(c) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
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 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.
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(d) Insofar as indemnification for liabilities arising under the
Securities 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities 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 Securities 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 New York,
State of New York, on this 31st day of August, 1995.
JOHN WILEY & SONS, INC.
By:/s/ Charles R. Ellis
---------------------------------
Name: Charles R. Ellis
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Josephine A. Bacchi
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 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
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 in and
about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Charles R. Ellis President, Chief August 31, 1995
------------------------------ Executive
Charles R. Ellis Officer and
Director
(Principal
Executive
Officer)
/s/ Robert D. Wilder Senior Vice August 31, 1995
------------------------------ President and
Robert D. Wilder Chief Financial
Officer
(Principal
Financial
Officer)
/s/ Peter W. Clifford Vice President, August 31, 1995
------------------------------ Finance and
Peter W. Clifford Controller and
Chief Accounting
Officer
(Principal
Accounting
Officer)
/s/ Bradford Wiley II Chairman of the August 31, 1995
------------------------------ Board and
Bradford Wiley II Director
/s/ Franklin E. Agnew Director August 28, 1995
------------------------------
Franklin E. Agnew
/s/ Warren J. Baker Director August 30, 1995
------------------------------
Warren J. Baker
Director August __, 1995
------------------------------
H. Allen Fernald
/s/ Gary J. Fernades Director August 31, 1995
------------------------------
Gary J. Fernades
Director August __, 1995
------------------------------
Larry D. Franklin
Director August __, 1995
------------------------------
John S. Herrington
/s/ Nils A. Kindwall Director August 31, 1995
------------------------------
Nils A. Kindwall
/s/ Chester O. Macey Director August 30, 1995
------------------------------
Chester O. Macey
/s/ William R. Sutherland Director August 28, 1995
------------------------------
William R. Sutherland
/s/ Thomas M. Taylor Director August 31, 1995
------------------------------
Thomas M. Taylor
/s/ Leo J. Thomas Director August 29, 1995
------------------------------
Leo J. Thomas
/s/ Deborah E. Wiley Director August 31, 1995
------------------------------
Deborah E. Wiley
/s/ Peter Booth Wiley Director August 28, 1995
------------------------------
Peter Booth Wiley
Pursuant to the requirements of the Securities Act of
1933, the Benefits Administration Board of the John Wiley & Sons, Inc.
Employees' Savings Plan (the "Plan"), 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 New York,
State of New York, on this 31st day of August, 1995.
JOHN WILEY & SONS, INC. EMPLOYEES' SAVINGS PLAN
By:/s/ Deborah E. Wiley
-------------------------------------
Name: Deborah E. Wiley
Title: Vice President and Board Member
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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4(a) - Restated Certificate of Incorporation of the Company
(incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended April 30, 1992).
4(b) - Restated By-Laws of the Company as of July 1994
(incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended April 30, 1995).
23(a) - Consent of Arthur Andersen LLP.
24 - Power of Attorney (included as part of the signature
page to this Registration Statement and incorporated
herein by reference).