247127.002(B&F)
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________________________
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)
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Profit Sharing Plan of
P. H. Glatfelter Company and
The Glatfelter Pulp Wood Company
(Spring Grove Hourly Group)
---------------------------
(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 725,000 $17.875 $12,959,375 $4,468.75
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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 September 11, 1996, $17.875, 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 Profit Sharing Plan of P. H. Glatfelter
Company and The Glatfelter Pulp Wood Company (Spring Grove Hourly Group), as
amended effective January 1, 1989 and restated effective October 1, 1995, and as
to be amended by Amendment No. 1 effective September 16, 1996 (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. - INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
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) or the Plan are incorporated herein by
reference:
(a) The Annual Report of the Company on Form 10-K for the year
ended December 31, 1995.
(b) The Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996.
Each document filed by the Company or the Plan 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.
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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
Bylaws, the directors are divided into three classes, two classes consisting of
four directors each and 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
American Stock Transfer & Trust Company. The Common Stock of the Company is
currently traded on the American Stock Exchange.
On August 12, 1996, there were 54,361,980 authorized shares of Common
Stock of the Company and 42,651,128 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 2.11 and Sections 3.1 through 3.7 of the Company's Bylaws
and Section 1713 and Sections 1741 through 1750 of the Pennsylvania Business
Corporation Law of 1988.
The Company's Bylaws 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 Bylaws provide that the Company shall indemnify its
directors and officers to the full extent permitted by Pennsylvania law.
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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 Bylaws to any
such person arising from any such claim. The policy's coverage is limited to a
maximum of $20,000,000 for each loss and each policy year and there is a
deductible of $1,750,000 for the Company.
Item 7.- EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
Item 8.- EXHIBITS
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4.1 Specimen copy of Common Stock Certificate (incorporated by reference
to Exhibit 4 to the Company's Registration Statement on Form S-8, Reg.
No. 33-54409)
4.2 Articles of Incorporation as amended through January 26, 1994
(restated for the purpose of filing on EDGAR) (incorporated by
reference to Exhibit 3(c) to the Company's Form 10-K for the year
ended December 31, 1993)
4.3 Profit Sharing Plan of P. H. Glatfelter Company and The Glatfelter
Pulp Wood Company (Spring Grove Hourly Group), as amended by Amendment
No. 1 effective September 16, 1996
5.1 Opinion of Ballard Spahr Andrews & Ingersoll re legality
5.2 Copy of the Internal Revenue Service determination letter, dated
September 18, 1995
5.3 Opinion of Ballard Spahr Andrews and Ingersoll re
compliance with the Employee Retirement Income Security
Act of 1974 ("ERISA") (included in Exhibit 5.1)
15 Letter re unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.1)
24 Power of Attorney (included on signature page)
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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. Notwithstanding the
foregoing, any increase or decrease in the 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 a 20% 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 in such information in the
registration statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii)
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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 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
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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 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 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 Spring Grove, Commonwealth of Pennsylvania, on
the date written below.
P. H. GLATFELTER COMPANY
September 16, 1996 By: /s/ R. P. Newcomer
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R. P. Newcomer
Senior Vice President,
Treasurer and Chief
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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The Plan. Pursuant to the requirements of the Securities Act of 1933,
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the trustees (or other persons who administer the employee benefit plan) have
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 the date written below.
September 16, 1996 P. H. GLATFELTER COMPANY
EMPLOYEE BENEFIT COMMITTEE
By: /s/ R. P. Newcomer
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R. P. Newcomer
Chairman
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Signature Title Date
- --------- ----- ----
Chairman Emeritus
- ------------------------- and Director
P. H. Glatfelter III
/s/ T. C. Norris Chairman, President, September 16, 1996
- ------------------------- Chief Executive
T. C. Norris Officer and Director
/s/ R. P. Newcomer Senior Vice President, September 16, 1996
- ------------------------ Treasurer and Chief
R. P. Newcomer Financial Officer
/s/ C. M. Smith Comptroller September 16, 1996
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C. M. Smith
Director
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N. DeBenedictis
/s/ R. E. Chappell Director September 16, 1996
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R. E. Chappell
/s/ G. H. Glatfelter Director September 16, 1996
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G. H. Glatfelter
/s/ G. H. Glatfelter II Director September 16, 1996
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G. H. Glatfelter II
/s/ R. S. Hillas Director September 16, 1996
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R. S. Hillas
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/s/ M. A. Johnson II Director September 16, 1996
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M. A. Johnson II
/s/ P. R. Roedel Director September 16, 1996
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P. R. Roedel
/s/ J. M. Sanzo Director September 16, 1996
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J. M. Sanzo
/s/ R. L. Smoot Director September 16, 1996
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R. L. Smoot
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.3 Profit Sharing Plan of P. H. Glatfelter Company and The
Glatfelter Pulp Wood Company (Spring Grove Hourly Group), as
amended by Amendment No. 1 effective September 16, 1996
5.1 Opinion of Ballard Spahr Andrews & Ingersoll re
legality
5.2 Copy of the Internal Revenue Service determination letter,
dated September 18, 1995
5.3 Opinion of Ballard Spahr Andrews and Ingersoll re compliance
with the ERISA (included in Exhibit 5.1)
15 Letter re unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in
Exhibit 5.1)
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