As filed with the Securities and Exchange Commission on December 2, 1994.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNIVERSAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-0414210
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Hamilton Street at Broad, Richmond, Virginia 23230
(Address of Principal Executive Offices) (Zip Code)
___________________________________________
UNIVERSAL CORPORATION
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
James M. White, III, Esquire With a Copy to:
Secretary and General Counsel David R. Johnson, Esquire
Universal Corporation Robert E. Spicer, Jr., Esquire
Hamilton Street at Broad Williams, Mullen, Christian
Richmond, Virginia 23230 & Dobbins
(804) 359-9311 P. O. Box 1320
(Name, address and telephone Richmond, Virginia 23210-1320
number of agent for service) (804) 643-1991
Approximate Date of Commencement of Proposed Sale to Public: From time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount Proposed Maximum Proposed Maximum
Securities to to be Offering Price Aggregate Amount of
be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee(2)
Common Stock,
no par value(3) . . 100,000 shares $21.44 $2,144,000 $739.32
(1) The amount of Common Stock registered hereunder shall be deemed to
include any additional shares issuable as a result of any stock split, stock
dividend or other change in the capitalization of the Registrant as provided
pursuant to the adjustment provisions of the Plan.
(2) Pursuant to Rule 457, the registration fee is based on the average of
the high ($21.63) and low ($21.25) prices reported on the composite tape of New
York Stock Exchange listed issues on November 29, 1994.
(3) Includes Preferred Share Purchase Rights associated with each share of
Common Stock registered hereunder.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference and made a part
hereof:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, File No. 1-652, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
(2) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above; and
(3) the description of the Registrant's Common Stock contained in a
registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant 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 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.
Item 4. Description of Securities.
The Common Stock of the Registrant is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Williams, Mullen, Christian & Dobbins, counsel to the Registrant, has
rendered its opinion that the Common Stock to be registered hereunder will, when
issued, be validly issued, fully paid and nonassessable.
As of November 3, 1994, Fred G. Pollard, of counsel to the firm, was
the beneficial owner of 380,900 shares of the Registrant's Common Stock and
other attorneys employed by the firm were the beneficial owners of 5,892 shares
of such Common Stock.
Item 6. Indemnification of Directors and Officers.
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia, as
amended (the "Code") permits a Virginia corporation to indemnify any director or
officer for reasonable expenses incurred in any legal proceeding in advance of
final disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in
the right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant against expenses and
liabilities incurred in legal proceedings and authorizing the Board of Directors
to advance and reimburse expenses as permitted by law. The Articles of
Incorporation of the Registrant also eliminate the liability of directors and
officers to the Registrant in excess of one dollar as permitted by the Code.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit
Index following page II-6.
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information 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) shall
not apply if the registration statement is on Form S-3 or Form
S-8, and 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 of 1933, 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 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 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 therein, 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 provisions
described in Item 6, 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 proceedings) 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, Universal
Corporation, 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 Richmond, Commonwealth of Virginia, on
this 1st day of December, 1994.
UNIVERSAL CORPORATION
By: Henry H. Harrell, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment to registration statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signature Title Date
Henry H. Harrell Chairman and Chief December 1, 1994
Executive Officer and
Director (Principal
Executive Officer)
Hartwell H. Roper Vice President and December 1, 1994
Chief Financial
Officer (Principal
Financial Officer)
William J. Coronado Controller (Principal December 1, 1994
Accounting Officer)
William W. Berry Director December 1, 1994
Ronald E. Carrier Director December 1, 1994
Wallace L. Chandler Director December 1, 1994
Elmon T. Gray Director December 1, 1994
Richard G. Holder Director December 1, 1994
Allen B. King Director December 1, 1994
John D. Munford, II Director December 1, 1994
Hubert R. Stallard Director December 1, 1994
Thomas R. Towers Director December 1, 1994
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
FOR
UNIVERSAL CORPORATION
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
______________________
Exhibit Sequential
Number Description of Exhibit Page Number
4.1 Restated Articles of Incorporation of Universal
Corporation, incorporated herein by reference to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1990, File No. 1-
652.
4.2 Bylaws of Universal Corporation, as amended
through August 5, 1993, incorporated herein by
reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30,
1993, File No. 1-652.
4.3 Universal Corporation 1994 Stock Option Plan for
Non-Employee Directors.
5 and Opinion and Consent of Williams, Mullen,
23.1 Christian & Dobbins, counsel to the Registrant.
23.2 Consent of Ernst & Young LLP, independent
auditors.