As filed with the Securities and Exchange Commission on June 18, 1999
Registration No. 333-_____
___________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________________
BOISE CASCADE OFFICE PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0477390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 West Bryn Mawr Avenue, Itasca, Illinois 60143
(Address of Principal Executive Offices) (Zip Code)
_________________________________
BOISE CASCADE OFFICE PRODUCTS CORPORATION
KEY EXECUTIVE STOCK OPTION PLAN
(Full title of the plan)
_________________________________
JOHN W. HOLLERAN
General Counsel
Boise Cascade Office Products Corporation
Post Office Box 50
Boise, Idaho 83728-0001
(Name and address of agent for service)
_________________________________
208/384-6161
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to Price per Offering Registration
To be Registered be Registered Share Price (1) Fee (1)
___________________________________________________________________________
Common Stock, 3,500,000 shares $11.21875 $39,265,625 $10,915.85
$.01 par value
___________________________________________________________________________
(1) The shares of Common Stock being registered will be issued in
connection with the Key Executive Stock Option Plan. The aggregate
offering price and registration fee have been calculated in accordance with
17 C.F.R. 230.457(h) and in accordance with Section 6(b) of the Securities
Act of 1933.
___________________________________________________________________________
BOISE CASCADE OFFICE PRODUCTS CORPORATION
Cross-reference sheet
Item in Page or Caption in Key Executive Stock Option
Form S-8 Plan Registration Statement
1........ Inapplicable
2........ Inapplicable
3........ Incorporation of Documents by Reference
4........ Description of Securities
5........ Interests of Named Experts and Counsel
6........ Indemnification of Directors and Officers
7........ Inapplicable
8........ Exhibits
9........ Undertakings
Incorporation of Documents by Reference
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered part of this Registration Statement, and later
information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934:
1. Annual Report on Form 10-K for the year ended December 31, 1998;
2. Interim Report on Form 10-Q for the quarter ended March 31, 1999;
3. Definitive Proxy Statement dated March 22, 1999, used in
connection with the Annual Meeting of Shareholders held on
April 20, 1999; and
4. The description of the company's common stock contained under the
heading "Description of Capital Stock" in the prospectus included
in the Registration Statement on Form S-1 filed with the SEC on
February 22, 1995, and incorporated by reference in the
Registration Statement on Form 8-A filed with the SEC on March 6,
1995.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations Department
Boise Cascade Office Products Corporation
800 West Bryn Mawr Avenue
Itasca, Illinois 60143
(630) 773-5042
http://www.bcop.com
Description of Securities
The securities covered by this Registration Statement consist of a
maximum of 3,500,000 shares of the company's common stock.
Interests of Named Experts and Counsel
The audited financial statements incorporated by reference in this
Registration Statement were audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports accompanying the
statements. These financial statements are incorporated by reference in
reliance upon the authority of that firm in giving such reports as experts
in accounting and auditing.
The legality of the issuance of the common stock is being passed upon
for us by John W. Holleran, our general counsel. As of March 31, 1999,
Mr. Holleran held 617 shares of our common stock.
Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware authorizes the
company to indemnify its directors and officers under specified
circumstances. Our Restated Certificate of Incorporation and bylaws provide
that we shall indemnify, to the extent permitted by Delaware law, our
directors, officers, and employees against liabilities (including expenses,
judgments, and settlements) incurred by them in connection with any actual
or threatened action, suit, or proceeding to which they are or may become
parties and which arise out of their status as directors, officers, or
employees.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling the company pursuant to the above provisions, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933. These provisions are, therefore, unenforceable.
Our directors and officers are insured, under insurance policies
maintained by the company, against certain expenses incurred in the defense
of actions, suits, or proceedings and certain liabilities which might be
imposed as a result of such actions, suits, or proceedings, to which they
are parties by reason of being or having been directors or officers
(subject to policy limitations).
Exhibits
Required exhibits are listed in the Index to Exhibits and are
incorporated by reference.
Undertakings
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) Not applicable.
(ii) Not applicable.
(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.
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 from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. Not applicable.
5. 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 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.
6. 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.
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 29, 1999, incorporated by reference in Boise Cascade Office
Products Corporation's Form 10-K for the year ended December 31, 1998, and
to all references to our firm included in this Registration Statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boise, Idaho
June 18, 1999
Power of Attorney
Each person whose signature appears below appoints Christopher C.
Milliken and John W. Holleran, and each of them severally, acting alone and
without the other, his true and lawful attorney-in-fact with authority to
execute in the name of each such person and to file with the Securities and
Exchange Commission, together with any exhibits and other documents, any
and all amendments (including post-effective amendments) to this
Registration Statement necessary or advisable to enable the company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
company 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 Itasca, state of Illinois, on
June 18, 1999.
BOISE CASCADE OFFICE PRODUCTS CORPORATION
By /s/Christopher C. Milliken
Christopher C. Milliken
President and Chief Executive Officer
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 June 18, 1999.
Signature Title
/s/Christopher C. Milliken President and
Christopher C. Milliken Chief Executive Officer
(Principal Executive Officer)
/s/A. James Balkins III Senior Vice President,
A. James Balkins III Chief Financial Officer,
and Treasurer
(Principal Financial Officer)
/s/Thomas J. Jaszka Vice President and Controller
Thomas J. Jaszka (Principal Accounting Officer)
Signature Title
A Majority of the Directors
/s/George J. Harad Director
George J. Harad
/s/John B. Carley Director
John B. Carley
/s/James G. Connelly III Director
James G. Connelly III
/s/Theodore Crumley Director
Theodore Crumley
/s/Peter G. Danis Jr. Director
Peter G. Danis Jr.
/s/Christopher C. Milliken Director
Christopher C. Milliken
Director
Donald E. Roller
/s/A. William Reynolds Director
A. William Reynolds
Dated: June 18, 1999
INDEX TO EXHIBITS
Filed With Registration Statement
on Form S-8
_____________________
Number Description Page Number
4 Boise Cascade Office Products Corporation
Key Executive Stock Option Plan, as amended
Through February 16, 1999
5 Opinion of John W. Holleran, General Counsel
for the Company
15 Inapplicable
23.1 Consent of Independent Public Accountants
(included in Registration Statement)
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included on signature page)
99 Inapplicable