As filed with the Securities and Exchange Commission on March 23, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PACKAGING CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
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Delaware 36-4277050
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1900 West Field Court, Lake Forest, IL 60045
(Address of Principal Executive Offices) (Zip Code)
PACKAGING CORPORATION OF AMERICA THRIFT PLAN FOR HOURLY EMPLOYEES
PACKAGING CORPORATION OF AMERICA
RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES
PACKAGING CORPORATION OF AMERICA
1999 LONG-TERM EQUITY INCENTIVE PLAN
(Full title of the plan)
Richard B. West
Chief Financial Officer
Packaging Corporation of America
1900 West Field Court
Lake Forest, Illinois 60045
(847) 482-3000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
James S. Rowe
Julie M. Hood
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED(1)(2)(3) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE(1) PRICE(1) FEE(1)
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Common Stock, par value
$0.01 per share 10,200,000 shares $9.6875 $98,812,500.00 $26,086.50
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(1) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
aggregate offering price and the amount of the registration fee based upon the
average of the high and low prices reported for the shares on the New York Stock
Exchange on March 20, 2000.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests in the
Packaging Corporation of America Thrift Plan for Hourly Employees and the
Packaging Corporation of America Retirement Savings Plan for Salaried Employees
to be offered or sold pursuant to the terms described thereon.
(3) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement shall be deemed to cover any additional shares of Common Stock which
may be issuable under the plan to reflect stock splits, stock dividends, mergers
and other capital changes.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I (plan and
registrant information) will be delivered in accordance with Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). 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
under the Securities Act. 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.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, which are also
incorporated by reference in the Section 10(a) prospectus, other documents
required to be delivered to eligible participants pursuant to Rule 428(b), or
additional information about the Packaging Corporation of America Thrift Plan
for Hourly Employees, Packaging Corporation of America Retirement Savings Plan
for Salaried Employees, or the Packaging Corporation of America 1999 Long-term
Equity Incentive Plan (the "Plans"), will be available without charge by
contacting the Packaging Corporation of America Human Resources Department,
1900 West Field Court, Lake Forest, Illinois, 60045, telephone number (847)
482-3000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Packaging Corporation of America (the
"Company") with the Commission are incorporated in this Registration Statement
by reference:
(a) The Company's Prospectus, dated January 27, 2000, filed
pursuant to Rule 424(b) of the Securities Act, which relates to the
Company's Registration Statement on Form S-1 (Registration No.
333-86963).
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
(c) The description of the Company's common stock, par value $.01
per share, included under the caption "Description of Capital Stock" in
the Prospectus forming a part of the Company's Registration Statement on
Form S-1, initially filed with the Commission on September 13, 1999
(Registration No. 333-86963), including exhibits, as amended, and as may
be further amended from time to time, which description has been
incorporated by reference in Item 1 of the Company's Registration
Statement on Form 8-A, filed pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on October 15,
1999.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal period covered by the
Company's document referred to in (b) above.
(e) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment 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 herein
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Some of the legal matters in
connection with the issuance of the common stock will be passed upon for the
Company by Kirkland & Ellis, Chicago, Illinois. Some of the partners of Kirkland
& Ellis, through an investment partnership, beneficially own, indirectly through
PCA Holdings LLC, an aggregate of approximately 0.2% of the common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of Delaware.
Article Eight of the Company's Restated Certificate of Incorporation provides,
as authorized by Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL"), that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director to the fullest extent permitted by the DGCL.
Article V of the Company's Amended and Restated Bylaws provides, as
permitted by Section 145 of the DGCL, that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Company or, while a director or officer of the Company, is or was serving
at the request of the Company as a director, officer, employee , fiduciary, or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless
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by the Company to the fullest extent which it is empowered to do so unless
prohibited from doing so by the DGCL, against all expense, liability and loss
(including attorneys' fees actually and reasonably incurred by such person in
connection with such proceeding) and such indemnification shall inure to the
benefit of his or her heirs, executors and administrators. The Company may, by
action of its Board of Directors, provide indemnification to employees and
agents of the Company with the same scope and effect as the foregoing
indemnification of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS. An Exhibit Index is located at page 8.
NUMBER DESCRIPTION
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4.1 Second Amended and Restated Certificate of Incorporation of the
Company, incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-4 (Registration File
No. 333-79511).
4.2 Certificate of Amendment to Restated Certificate of
Incorporation, incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-1 (Registration File
No. 333-86963).
4.3 Restated Bylaws of the Company, incorporated by reference to
Exhibit 3.3 of the Company's Registration Statement on Form S-1
(Registration File No. 333-86963).
4.4 Form of certificate representing shares of common stock, par
value $.01 per share, incorporated by reference to Exhibit 4.9
of the Company's Registration Statement on Form S-1
(Registration File No. 333-86963).
4.5 Packaging Corporation of America Thrift Plan for Hourly
Employees and First Amendment of Packaging Corporation of
America Thrift Plan for Hourly Employees.
4.6 Packaging Corporation of America Retirement Savings Plan for
Salaried Employees.
4.7 Packaging Corporation of America 1999 Long-Term Equity Incentive
Plan, incorporated by reference to Exhibit 10.18 of the
Company's Registration Statement on Form S-1 (Registration File
No. 333-86963).
5.1 Opinion of Kirkland & Ellis with respect to the legality of the
shares of common stock being registered hereby.
5.2 Undertaking of the Company.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
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 Registration Statement (or most
recent post-effective amendment thereof) which,
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individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this 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 by the
registrant 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; and
(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, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 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 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
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.
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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 the City of Lake Forest, State of Illinois, on March 23, 2000.
PACKAGING CORPORATION OF AMERICA
By: /s/ RICHARD B. WEST
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Name: Richard B. West
Title: Chief Financial Officer, Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 23, 2000.
SIGNATURE TITLE
/s/ PAUL T. STECKO Chairman of the Board and Chief Executive
- ---------------------------- Officer (Principal Executive Officer)
Paul T. Stecko
/s/ RICHARD B. WEST Chief Financial Officer, Vice President
- ---------------------------- and Secretary (Principal Financial and
Richard B. West Accounting Officer)
/s/ SAMUEL M. MENCOFF Director
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Samuel M. Mencoff
/s/ JUSTIN S. HUSCHER Director
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Justin S. Huscher
/s/ THOMAS S. SOULELES Director
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Thomas S. Souleles
/s/ HENRY F. FRIGON Director
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Henry F. Frigon
/s/ RAYFORD K. WILLIAMSON Director
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Rayford K. Williamson
Pursuant to the requirements of the Securities Act, the administrator of the
Plans has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Lake Forest, State of
Illinois, on March 23, 2000.
PACKAGING CORPORATION OF AMERICA
THRIFT PLAN FOR HOURLY EMPLOYEES
By: /s/ SCOTT D. SELBE
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Name: Scott D. Selbe
Title: Plan Administrator
PACKAGING CORPORATION OF AMERICA
RETIREMENT SAVINGS PLAN FOR
HOURLY EMPLOYEES
By: /s/ SCOTT D. SELBE
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Name: Scott D. Selbe
Title: Plan Administrator
PACKAGING CORPORATION OF AMERICA
1999 LONG-TERM EQUITY INCENTIVE PLAN
By: /s/ ANDREA L. DAVEY
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Name: Andrea L. Davey
Title: Vice President Human Resources
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Second Amended and Restated Certificate of Incorporation of the
Company, incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-4 (Registration File
No. 333-86963).
4.2 Certificate of Amendment to Restated Certificate of
Incorporation, incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-1 (Registration File
No. 333-86963).
4.3 Restated Bylaws of the Company, incorporated by reference to
Exhibit 3.3 of the Company's Registration Statement on Form S-1
(Registration File No. 333-86963).
4.4 Form of certificate representing shares of common stock, par
value $.01 per share, incorporated by reference to Exhibit 4.9
of the Company's Registration Statement on Form S-1
(Registration File No. 333-86963).
4.5 Packaging Corporation of America Thrift Plan for Hourly
Employees and First Amendment of Packaging Corporation of
America Thrift Plan for Hourly Employees.
4.6 Packaging Corporation of America Retirement Savings Plan for
Salaried Employees.
4.7 Packaging Corporation of America 1999 Long-Term Equity Incentive
Plan, incorporated by reference to Exhibit 10.18 of the
Company's Registration Statement on Form S-1 (Registration File
No. 333-86963).
5.1 Opinion of Kirkland & Ellis with respect to the legality of the
shares of common stock being registered hereby.
5.2 Undertaking of the Company.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
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