1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1998
REGISTRATION NO. 2-96887
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BOWNE & CO., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2618477
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
345 HUDSON STREET
NEW YORK, NEW YORK 10014
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
BOWNE & CO., INC. STOCK OPTION PLAN
(FULL TITLES OF THE PLAN)
DOUGLAS F. BAUER, ESQ.
COUNSEL & CORPORATE SECRETARY
BOWNE & CO., INC.
345 HUDSON STREET
NEW YORK, NEW YORK 10014
(212) 924-5500
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPY TO:
VINCENT PAGANO, JR., ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3909
------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
EXPLANATORY NOTE
This Post-Effective Amendment No. 4 is filed pursuant to Rule 414 of the
Securities Act of 1933, as amended (the "Securities Act"), to notify the
Securities and Exchange Commission that Bowne & Co., Inc., a New York
corporation ("Bowne-New York") has been reincorporated from New York to Delaware
by forming a new, wholly-owned Delaware subsidiary named Bowne & Co., Inc.
("Bowne-Delaware") and merging Bowne-New York with and into Bowne-Delaware, with
Bowne-Delaware being the surviving corporation in the merger and being named
Bowne & Co., Inc.
In accordance with paragraph (d) of Rule 414 of the Securities Act, except
as modified by this Post-Effective Amendment No. 4, Bowne-Delaware expressly
adopts the registration statement filed on Form S-8 by Bowne-New York (File No.
2-96887) as its own registration statement for all purposes of the Securities
Act and the Securities Exchange Act of 1934, as amended.
3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
by the "Company" (or the "Registrant") are hereby incorporated in this
Registration Statement by reference:
(a) Annual Report on Form 10-K and Form 10-K/A for the fiscal year
ended December 31, 1997 (file no. 1-5842).
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
(c) Current Reports on Form 8-K filed June 23, 1998, June 25, 1998,
July 1, 1998 and July 15, 1998.
(d) The description of the Company's Common Stock contained in the
Company's Current Report on Form 8-K filed with the Commission on June 23,
1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement 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 such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be incorporated by
reference herein 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.
The Company is a Delaware corporation. Reference is made to Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL") which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit.
Reference is also made to Section 145 of the DGCL which empowers a Delaware
corporation to indemnify any person who was or is a party, or is threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was an officer, director, employee or agent of such
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such person acted
in good faith and in a manner the person reasonably believed to be in or not
opposed to
II-1
4
the corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe the person's conduct was unlawful. A Delaware
corporation may indemnify any person in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person is adjudged to be liable to
the corporation. Where a present or former officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify such person against the expenses (including
attorney's fees) which such person actually and reasonably incurred.
Article Ninth of the Company's Certificate of Incorporation, furthermore,
provides that no director of the Company is personally liable to the Company or
its stockholders for damages for any breach of duty as a director unless a
judgment or other final adjudication adverse to him establishes that his acts or
omissions involved bad faith, intentional misconduct, a knowing violation of law
or certain expressly prohibited acts, or that he personally gained a financial
profit or other advantage to which he was not legally entitled.
Article VII of the Company's By-Laws provides that the Company shall
indemnify all persons whom it shall have power to indemnify from and against all
expenses, liabilities or other matters to the fullest extent permitted by the
DGCL as from time to time amended.
The Company also has liability insurance policies in effect which cover
certain claims against officers and directors of the Company by reason of
certain breaches of duty, neglect, errors or omissions committed by them in such
capacities as officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Shares of Common Stock previously granted to the Selling Stockholder under
the Employment Agreement were granted in reliance upon Section 4(2) of the
Securities Act of 1933.
ITEM 8. EXHIBITS.
3(a) Certificate of Incorporation (incorporated by reference to
Exhibit 2 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(b) Certificate of Designations (incorporated by reference to
Exhibit 3 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(c) By-Laws (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K filed June 23, 1998)
4(a) Rights Agreement, dated as of June 19, 1998, between the
Company and The Bank of New York (incorporated by reference
to Exhibit 5 to the Company's Current Report on Form 8-K
filed June 23, 1998)
5 Opinion of Simpson Thacher & Bartlett regarding the legality
of the common stock being registered (previously filed as
Exhibit 5 to this Registration Statement (File No. 2-96887)
and incorporated herein by reference)
23(a) Consent of Ernst & Young LLP (incorporated by reference to
Exhibit 23 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997)
23(b) Consent of Simpson Thacher & Bartlett (included in their
opinion filed as Exhibit 5 hereto)
24 Power of Attorney
II-2
5
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information set forth in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if 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 this 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) 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 each filing of each
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
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 or 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 against the Registrant 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 policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-3
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Bowne & Co., Inc. 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
Post-Effective Amendment No. 4 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the twelfth day of August, 1998.
BOWNE & CO., INC.
By /s/ DOUGLAS F. BAUER
------------------------------------
Douglas F. Bauer
Counsel and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933 as amended, this
Post-Effective Amendment No. 4 to the Registration Statement has been signed by
the following persons in the capacities indicated on the twelfth day of August,
1998.
SIGNATURE TITLE
--------- -----
* Chairman of the Board of Directors and Chief
- --------------------------------------------------- Executive Officer
Robert M. Johnson
* President and Chief Operating Officer (also
- --------------------------------------------------- Director)
James P. O'Neil
/s/ DENISE K. FLETCHER Senior Vice President and Chief Financial Officer
- --------------------------------------------------- (Principal Financial and Accounting Officer)
Denise K. Fletcher
* Director
- ---------------------------------------------------
Robert M. Conway
* Director
- ---------------------------------------------------
Edward H. Meyer
* Director
- ---------------------------------------------------
H. Marshall Schwarz
* Director
- ---------------------------------------------------
Wendell M. Smith
* Director
- ---------------------------------------------------
Lisa A. Stanley
* Director
- ---------------------------------------------------
Vincent Tese
* Director
- ---------------------------------------------------
Richard R. West
By /s/ DOUGLAS F. BAUER
-----------------------------------------------
Douglas F. Bauer
Attorney-in-fact
II-4
7
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- ------- ---------------------- -----------
3(a) Certificate of Incorporation (incorporated by reference to
Exhibit 2 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(b) Certificate of Designations (incorporated by reference to
Exhibit 3 to the Company's Current Report on Form 8-K filed
June 23, 1998)
3(c) By-Laws (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K filed June 23, 1998)
4(a) Rights Agreement, dated as of June 19, 1998, between the
Company and The Bank of New York (incorporated by reference
to Exhibit 5 to the Company's Current Report on Form 8-K
filed June 23, 1998)
5 Opinion of Simpson Thacher & Bartlett regarding the legality
of the common stock being registered (previously filed as
Exhibit 5 to this Registration Statement (File No. 2-96887)
and incorporated herein by reference)
23(a) Consent of Ernst & Young LLP (incorporated by reference to
Exhibit 23 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997)
23(b) Consent of Simpson Thacher & Bartlett (included in their
opinion filed as Exhibit 5 hereto)
24 Power of Attorney