As filed with the Securities and Exchange Commission on April 18, 2002
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Hunt Corporation
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(Exact Name of Issuer as Specified in its Charter)
Pennsylvania 21-0481254
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
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(Address of Principal Executive Offices)
Non-Employee Director Compensation Plan
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(Full Title of the Plan)
Dennis S. Pizzica
Vice President and Chief Financial Officer
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
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(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service: (215) 656-0300
Please send copies of all communications to:
John C. Bennett, Jr., Esq.
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
(215) 988-2700
CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee (1)
share (1) price (1)
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Common Shares, par 8,000 $18.6875 $149,500
value $0.10 per
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16,000 $23.2200 $371,520
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20,000 $ 9.1600 $183,200
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18,000 $10.1250 $182,250
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18,000 $ 6.110 $109,980
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65,000 $10.7750 $700,375
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Total 145,000 __ $1,696,825 $156.00
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(1) Calculated pursuant to Rule 457(c) and (h). As to shares subject to
outstanding but unexercised options, the price and fee are computed based
upon the prices at which such options may be exercised. As to remaining
shares, the price and fee are computed based upon the average of the high
and low sales prices of the common shares of the Registrant on the New York
Stock Exchange on April 12, 2002.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference into this Registration Statement the
documents listed below:
o our Annual Report on Form 10-K for our fiscal year ended December 2,
2001, filed on March 4, 2002; and
o the description of our Common Shares contained in our Registration
Statement on Form 8-A, as amended, filed on January 30, 2001.
All reports subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, 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 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.
The By-laws of the Company limit the personal liability of directors of
the Company for monetary damages for any action taken, or any failure to take
any action, as a director except to the extent that a director's liability for
monetary damages may not be limited or avoided under the terms of the
Pennsylvania Directors' Liability Act, as the same may be amended from time to
time, or any applicable Pennsylvania statute thereafter enacted. The Directors'
Liability Act generally provides that the liability of directors may not be
limited for a director's breach of or failure to perform the duties of his or
her office or for self-dealing, nor may the limitation of liability extend to
the responsibility or liability of a director under any criminal statute or for
the payment of taxes under local, state or federal law.
The By-laws of the Company essentially provide for indemnification of
directors and officers of the Company and its subsidiaries to the full extent
permitted by the Pennsylvania Business Corporation Law and other applicable law.
The By-laws provide that the Company shall indemnify any person who was or is a
party (other than a party plaintiff suing in their own behalf or in the right of
the Company) or is threatened to be made a party to or subject of any
threatened, pending or completed action, suit or proceeding (collectively, a
"Proceeding"), including actions by or in the right of the Company, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person (and "Indemnified Person") is or was a director or officer of the
Company, or is or was serving, while a director or officer of the Company, at
the request of the Company as a director, officer, employee, agent, fiduciary or
other representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines, excise taxes, punitive damages and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such Proceeding, unless the act or failure to act giving rise to the claim
for indemnification is determined by a court to have constituted willful
misconduct or recklessness. If a person is entitled to indemnification in
respect of a portion, but not to all, of any liability, the Company shall
indemnify such person to the extent of such portion.
The By-laws also state that the indemnification provided for therein is
not exclusive of any other rights persons seeking indemnification might have.
Thus, the By-laws permit the Company to enter into indemnification agreements
with directors and officers and other Indemnified Persons and to purchase and
maintain insurance on behalf of such persons against any liability incurred by
them in any such capacity or arising out of their status as such, whether or not
the Company would have the power to indemnify such person against such liability
under the provisions of the Company's By-laws. The Company currently maintains
directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.*
Exhibit 4.1 Note Purchase Agreement dated as of August 1, 1996 between
the Company and several insurance companies (incorporated by
reference to Exhibit 4(a)(1) to the Company's fiscal 2001 Form
10-K).
Exhibit 4.2 Consent and Amendment to Note Agreement dated as of November
14, 2001 (incorporated by reference to Exhibit 4(a)(2) to the
Company's fiscal 2001 Form 10-K).
Exhibit 4.3 Credit Agreement dated as of December 21, 2001 between the
Company and First Union National Bank, Fleet National Bank, and
other lenders (incorporated by reference to Exhibit 4(b) to the
Company's fiscal 2001 Form 10-K).
Miscellaneous long-term debt instruments and credit facility
agreements of the Company, under which the underlying authorized
debt is equal to less than 10% of the total assets of the Company
and its subsidiaries on a consolidated basis, may not be filed as
exhibits to this report. The Company agrees to furnish the
Commission upon request, copies of any such unfiled instruments.
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP (Independent Accountants of
the Company)
Exhibit 24 Power of Attorney (included on signature page)
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* No Exhibit 5 is being filed because the Plan provides that only Treasury
Shares held by the Company may be issued under the Plan.
Item 9. 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) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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 paragraphs (i) and (ii) of this section do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (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.
(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) 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 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.
(5) 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.
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 Philadelphia, Pennsylvania, on April 17, 2002.
HUNT CORPORATION
By: /s/ Donald L. Thompson
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Donald L. Thompson
Chairman of the Board of Directors and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Donald L. Thompson and Bradley P.
Johnson, and each of them acting individually, as his attorney-in-fact, each
with full power of substitution, for him in any and all capacities, to sign any
and all amendments to this Registration Statement on Form S-8, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or any substitute, may 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:
Signature Capacity Date
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/s/ Donald L. Thompson Chairman of the Board of Directors April 17, 2002
- ---------------------- Chief Executive Officer
Donald L. Thompson
/s/ Dennis S. Pizzica Vice President, Chief Financial Officer April 17, 2002
- --------------------- (Principal Financial Officer)
Dennis S. Pizzica
/s/ John Fanelli III Vice President and Corporate Controller April 17, 2002
- -------------------- (Principal Accounting Officer)
John Fanelli III
/s/ Donald D. Belcher Director April 17, 2002
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Donald D. Belcher
Director
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Ursula M. Burns
Director
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Jack Farber
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Signature Capacity Date
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/s/ William F. Hamilton, Ph.D. Director April 17, 2002
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William F. Hamilton
/s/ Mary R. Henderson, Ph.D. Director April 17, 2002
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Mary R. Henderson
/s/ Gordon A. MacInnes Director April 17, 2002
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Gordon A. MacInnes
/s/ Bradley P. Johnson Director April 17, 2002
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Bradley P. Johnson
/s/ Robert H. Rock Director April 17, 2002
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Robert H. Rock
/s/ Victoria B. Vallely Director April 17, 2002
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Victoria B. Vallely
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INDEX OF EXHIBITS
Exhibit 4.1 Note Purchase Agreement dated as of August 1, 1996 between the
Company and several insurance companies (incorporated by
reference to Exhibit 4(a)(1) to the Company's fiscal 2001 Form
10-K).
Exhibit 4.2 Consent and Amendment to Note Agreement dated as of November
14, 2001 (incorporated by reference to Exhibit 4(a)(2) to the
Company's fiscal 2001 Form 10-K).
Exhibit 4.3 Credit Agreement dated as of December 21, 2001 between the
Company and First Union National Bank, Fleet National Bank,
and other lenders (incorporated by reference to Exhibit 4(b)
to the Company's fiscal 2001 Form 10-K).
Miscellaneous long-term debt instruments and credit facility
agreements of the Company, under which the underlying
authorized debt is equal to less than 10% of the total assets
of the Company and its subsidiaries on a consolidated basis,
may not be filed as exhibits to this report. The Company
agrees to furnish the Commission upon request, copies of any
such unfiled instruments.
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP (Independent Accountants
of the Company) filed herewith
Exhibit 24 Power of Attorney (included on signature page)
iii