Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MOORE WALLACE INCORPORATED
(Exact name of Registrant as specified in its charter)
CANADA 2761 98-0154502
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
6100 VIPOND DRIVE
MISSISSAUGA, ONTARIO L5T 2X1
CANADA
(905) 362-3100
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
MOORE WALLACE INCORPORATED 2003 LONG TERM INCENTIVE PLAN
(full title of plan)
THEODORE J. THEOPHILOS
EXECUTIVE VICE PRESIDENT, BUSINESS AND LEGAL AFFAIRS, AND SECRETARY
1200 LAKESIDE DRIVE
BANNOCKBURN, IL 60015
(847) 607-6000
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PER SHARE(2) PRICE(2) FEE
---------- -------------- ------------ -------- ---
Common Shares............ 10,000,000 $14.785 $147,850,000 $11,962
(1) This Registration Statement shall also cover any additional Common Shares
which become issuable under the Moore Wallace Incorporated 2003 Long Term
Incentive Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without Registrant's receipt of consideration
which results in an increase in the number of the outstanding Common Shares of
the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act, pursuant to Rule 457(h)
thereunder, based upon the average of the high and low prices of the Common
Shares on September 23, 2003, as reported in the New York Stock Exchange
Composite Quotation System.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, previously filed with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
(a) The Annual Report of Moore Corporation Limited (now known as Moore
Wallace Incorporated) (the "Registrant" or the "Corporation") on Form 10-K
for the fiscal year ended December 31, 2002, except Items 7 and 8;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
fiscal year covered by the foregoing Annual Report;
(c) The description of the Corporation's Common Shares, no par value,
which is contained in a registration statement filed under the Exchange
Act, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Corporation or the Plan pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration
Statement and 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, are deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the respective
filing dates of such documents (such documents, and the documents referred to in
(a)-(c) above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such 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
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Canada Business Corporations Act (the "CBCA"), a corporation may
indemnify a director or officer, a former director or officer or a person who
acts or acted at the corporation's request as a director or officer or an
individual acting in a similar capacity of another entity (an "indemnifiable
person"), against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by him or her in
respect of any civil, criminal, administrative, investigative or other
proceeding in which he or she is involved because of that association with the
corporation or other entity, if: (i) he or she acted honestly and in good faith
with a view to the best interests of such corporation (or the other entity, as
the case may be); and (ii) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he or she had reasonable
grounds for believing that his or her conduct was lawful. An indemnifiable
person is also entitled under the CBCA to indemnity from the corporation in
respect of all costs, charges and expenses reasonably incurred by him or her in
connection with the defense of any civil, criminal, administrative,
investigative or other proceeding to which he or she is subject because of his
or her association with the corporation (or other entity, as the case may be) if
he or she was not judged by the court or other competent authority to have
committed any fault or omitted to do anything that he or she ought to have done
and he or she fulfills the conditions set out in (i) and (ii) above. A
corporation may, with the approval of a court, also indemnify an indemnifiable
person in respect of an action by or on behalf of the corporation or other
entity to procure a judgment in its favor, to which such person is made a party
by reason of being or having been a director or an officer of the corporation or
other entity, if he or she fulfills the conditions set forth in (i) and (ii),
above.
As permitted by the CBCA, the Corporation's bylaws require the Corporation to
indemnify directors or officers of the Corporation, former directors or officers
of the Corporation or other individuals who, at the Corporation's request, act
or acted as directors or officers or in a similar capacity of another entity
against all costs, charges, and expenses reasonably incurred (including amounts
paid to settle an action or satisfy a judgment) in respect of any civil,
criminal, administrative, investigative or other proceeding in which they are
involved because of their association with the Corporation or the other entity.
To be entitled to indemnification, the Corporation's bylaws state that such
persons must have acted honestly and in good faith with a view to the best
interest of the Corporation or the other entity as the case may be, and, in any
criminal or administrative action or proceeding that is enforced by a monetary
penalty, they must have had reasonable grounds for believing that their conduct
was lawful. The bylaws also authorize the Corporation to advance money to such
individual for costs, charges and expenses of any such proceeding but only upon
receipt of an undertaking that he or she will repay the same if it is ultimately
determined that such party is not entitled to indemnification. In the case of an
action by or on behalf of the Corporation or the other entity, as the case may
be, to procure a judgment in its favor to which the person is made a party
because of the person's association with the Corporation or the other entity, as
the case may be, if the individual fulfills the conditions set out in the
Corporation's bylaws,
the Corporation shall seek and obtain an approval of a court before indemnifying
the person against costs, charges and expenses he or she reasonably incurred in
connection with such action or prior to advancing any moneys to such individual.
The rights of indemnification provided by the Corporation's bylaws are not
exhaustive and are in addition to any rights to which a director or officer may
otherwise be entitled by contract or as a matter of law. Irrespective of the
provisions of the bylaws of the Corporation, the Corporation may, at any time
and from time to time, indemnify directors, officers, employees and other
persons to the full extent permitted by the provisions of applicable law at the
time in effect, whether on account of past or future transactions.
The CBCA does not permit any limitation of a director's liability other than in
connection with the adoption of an unanimous shareholder agreement which
restricts certain powers of the directors. If such an unanimous shareholders
agreement is adopted, the parties who are given the power to manage or supervise
the management of the business and affairs of the corporation under such
agreement assume all of the liabilities of a director under the CBCA. The
Corporation has not adopted an unanimous shareholder agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.
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 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 prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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.
(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
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
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, 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
Village of Bannockburn, State of Illinois, as of this 29th day of September,
2003.
MOORE WALLACE INCORPORATED
By: /s/ Theodore J. Theophilos
--------------------------
Theodore J. Theophilos
Executive Vice President, Business and Legal
Affairs, and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS AS OF SEPTEMBER 29,
2003 IN THE CAPACITIES INDICATED.
SIGNATURE TITLE
--------- -----
/s/ Mark A. Angelson Chief Executive Officer and Director
- -------------------------------------- (Principal Executive Officer)
Mark A. ANGELSON
/s/ Mark S. Hiltwein Executive Vice President and
- -------------------------------------- Chief Financial Officer
MARK S. HILTWEIN (Principal Financial Officer)
/s/ Richard T. Sansone Senior Vice President and Controller
- -------------------------------------- (Principal Accounting Officer)
RICHARD T. SANSONE
/s/ Robert F. Cummings, Jr. Director
- --------------------------------------
ROBERT F. CUMMINGS, JR.
/s/ Ronald J. Daniels Director
- --------------------------------------
RONALD J. DANIELS
/s/ Alfred C. Eckert III Chairman of the Board
- --------------------------------------
ALFRED C. ECKERT III
/s/ Joan D. Manley Director
- --------------------------------------
JOAN D. MANLEY
/s/ John C. Pope Director
- --------------------------------------
JOHN C. POPE
/s/ Michael T. Riordan Director
- --------------------------------------
MICHAEL T. RIORDAN
/s/ Lionel H. Schipper Director
- --------------------------------------
LIONEL H. SCHIPPER
/s/ John W. Stevens Director
- --------------------------------------
JOHN W. STEVENS
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the
registrant has duly caused this registration statement or amendment thereto to
be signed on its behalf by the undersigned, solely in his capacity as the duly
authorized representative of the registrant in the United States, in the Village
of Bannockburn, State of Illinois, on September 29, 2003.
MOORE WALLACE INCORPORATED
By: /s/ Theodore J. Theophilos
--------------------------
Theodore J. Theophilos,
Executive Vice President, Business & Legal Affairs
and Secretary
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Description of Exhibit
- ------ ----------------------
3.1 Articles of Continuance (incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-3/A No. 333-82728 filed on June 20,
2002).
3.2 Articles of Amendment to Articles of Continuance (incorporated by
reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003).
3.3 By-laws (incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4/A filed on April 14, 2003).
5.1 Opinion of Osler Hoskin & Harcourt LLP as to validity of Common Shares.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Deloitte & Touche LLP.*
23.3 Consent of Osler Hoskin & Harcourt LLP (included in Exhibit 5.1 hereto)
99.1 Moore Wallace Incorporated 2003 Long Term Incentive Plan.*
* Filed herewith