Registration No. 33-
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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P. H. GLATFELTER COMPANY
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(Exact name of issuer as specified in its charter)
Pennsylvania 23-0628360
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Spring Grove, Pennsylvania 17362
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(Address of Principal Executive Offices) (Zip Code)
P. H. Glatfelter Company
Stock Purchase Plan For
Hourly Employees - Neenah Mill
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(Full title of the plan)
Robert S. Wood, Secretary
228 S. Main Street
Spring Grove, PA 17362
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(Name and address of agent for service)
(717) 225-4711
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(Telephone number, including area code, of agent for service)
Copies to:
Morris Cheston, Jr., Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street - 51st Floor
Philadelphia, Pennsylvania 19103
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share (2) Price (2) Fee
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Common Stock
$.01 par value 90,000 $16.50 $1,485,000 $512.07
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement shall be deemed to cover an indeterminate number of additional
shares of Common Stock issuable in the event the number of outstanding
shares of the Company is increased by split-up, reclassification, stock
dividend and the like.
(2) Estimated solely for the purpose of computing the registration fee. In
accordance with Securities and Exchange Commission Rule 457(c), the price
shown is based on the average of the high and low price per share of Common
Stock of the Company on June 24, 1994, $16.50, as traded on the American
Stock Exchange.
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.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required to be included in
PART I of this Registration Statement will be given or sent to all persons who
are eligible to participate in the P. H. Glatfelter Stock Purchase Plan for
Hourly Employees -Neenah Mill (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.- INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 by P. H. Glatfelter
Company (the "Company") (File No. 1-3560) are incorporated herein by reference:
(a) The Annual Report of the Company on Form 10-K for the year
ended December 31, 1993.
(b) The Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1994.
(c) The Current Report of the Company on Form 8-K dated
June 22, 1994.
Each document filed by the Company subsequent to the date hereof
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, 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 document.
Item 4.- DESCRIPTION OF SECURITIES
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Common Stock
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Holders of Common Stock, $.01 par value, are entitled to one vote per
share and to vote cumulatively for directors. Therefore, each shareholder is
entitled to cast as many votes in the election of directors as shall be equal to
the number of shares of Common Stock held by such shareholder on the record
date, multiplied by the number of directors to be elected. Under the Company's
present by-laws, the directors are divided into three classes, two classes
consisting of four directors each and
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one class consisting of three directors. As a result of the classified Board, a
shareholder will need to own a greater number of shares in order to be assured
of electing a director than would be necessary if the Board were not classified.
Holders of Common Stock do not have pre-emptive rights.
The Common Stock is junior in all respects to the Company's Preferred
Stock, par value $50. The Common Stock is entitled to dividends as declared by
the Board of Directors and may be repurchased by the Company, subject to the
satisfaction of dividend and sinking fund requirements with respect to
outstanding Preferred Stock. There are currently no outstanding shares of
Preferred Stock.
The Transfer Agent and Registrar for the Common Stock is currently
Wachovia Bank of North Carolina, N.A., Winston-Salem, North Carolina. The
Common Stock of the Company is currently traded on the American Stock Exchange.
On June 20, 1994, there were 120,000,000 authorized shares of Common
Stock of the Company and 44,049,868 outstanding shares of Common Stock.
Item 5.- INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not applicable.
Item 6.- INDEMNIFICATION OF DIRECTORS AND OFFICERS
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See Section 16A and Sections 26A through 26G of the Company's By-laws
and Sections 1741 through 1750 of the Pennsylvania Business Corporation Law of
1988.
The Company's By-laws include a provision to eliminate the personal
liability of its directors for monetary damages for breach or alleged breach of
their duty of care to the full extent permitted by Pennsylvania law. In
addition, the Company's By-laws provide that the Company shall indemnify its
directors and officers to the full extent permitted by Pennsylvania law.
The Company has insurance coverage for losses by any person who is or
hereafter may be a director or officer of the Company arising from claims
against that person for any wrongful act (subject to certain exceptions) in his
capacity as a director or officer of the Company. The policy also provides for
reimbursement to the Company for indemnification given by the Company, pursuant
to common or statutory law or its Articles of Incorporation or By-laws to any
such person arising from any such claim. The policy's coverage is limited to a
maximum of $15,000,000 for each loss and each policy year and there is a
deductible of $1,000,000 for the Company.
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Item 7.- EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable.
Item 8.- EXHIBITS
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4 Specimen copy of Common Stock Certificate
5 Opinion of Ballard Spahr Andrews & Ingersoll
15 Letter re unaudited interim financial information
24(a) Consent of Deloitte & Touche
24(b) Consent of Ballard Spahr Andrews & Ingersoll
(included in Exhibit 5)
25 Power of Attorney (included on signature page)
28 P. H. Glatfelter Company Stock Purchase Plan for Hourly Employees -
Neenah Mill
Item 9.- UNDERTAKINGS
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A. Rule 415 Offering
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 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 in such information in the
registration statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii)
do 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
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amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 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 from any registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents By Reference
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.
C. Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8
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
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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.
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SIGNATURES
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The Registrant. Pursuant to the requirements of the Securities Act of
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1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all 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 Spring Grove, Commonwealth of Pennsylvania, on
June 27, 1994.
P. H. GLATFELTER COMPANY
By: /s/ R. P. Newcomer
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R. P. Newcomer
Vice President and
Treasurer (Principal
Financial Officer)
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R.P. Newcomer and R.S. Wood, and each of
them, as true and lawful 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 the 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 attorneys-in-
fact and agents 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 might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their or his
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 dates indicated.
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Signature Title Date
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/s/ P. H. Glatfelter III Chairman Emeritus July 1, 1994
- ------------------------- and Director
P. H. Glatfelter III
/s/ T. C. Norris Chairman, President, July 1, 1994
- ------------------------- Chief Executive
T. C. Norris Officer and Director
/s/ R. P. Newcomer Vice President and July 1, 1994
- ------------------------- Treasurer (Principal
R. P. Newcomer Financial Officer)
/s/ C. M. Smith Comptroller July 1, 1994
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C. M. Smith
/s/ G. Baldwin, Jr. Director July 1, 1994
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G. Baldwin, Jr.
/s/ R. E. Chappell Director July 1, 1994
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R. E. Chappell
/s/ G. H. Glatfelter Director July 1, 1994
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G. H. Glatfelter
/s/ G. H. Glatfelter, II Director July 1, 1994
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G. H. Glatfelter, II
/s/ R. S. Hillas Director July 1, 1994
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R. S. Hillas
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/s/ M. A. Johnson, II Director July 1, 1994
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M. A. Johnson, II
Director
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J. W. Kennedy
/s/ P. R. Roedel Director July 1, 1994
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P. R. Roedel
/s/ J. M. Sanzo Director July 1, 1994
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J. M. Sanzo
/s/ R. L. Smoot Director July 1, 1994
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R. L. Smoot
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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4 Specimen copy of Common Stock
Certificate
5 Opinion of Ballard Spahr Andrews &
Ingersoll
15 Letter re unaudited interim financial
information
24(a) Consent of Deloitte & Touche
24(b) Consent of Ballard Spahr
Andrews & Ingersoll (included
in Exhibit 5)
25 Power of Attorney (included on
signature page)
28 P. H. Glatfelter Company Stock
Purchase Plan for Hourly
Employees - Neenah Mill
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