AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 2002
REGISTRATION NO. 333-___________
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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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CLARCOR INC.
(Exact Name of Registrant as specified in its Charter)
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DELAWARE 36-0922490
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(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
2323 SIXTH STREET
P.O. BOX 7007
ROCKFORD, ILLINOIS 61125
(Address of principal executive offices)
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CLARCOR INC.
1994 INCENTIVE PLAN
(Full title of the plan)
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DAVID J. BOYD
VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
CLARCOR INC.
2323 SIXTH STREET
P.O. BOX 7007
ROCKFORD, ILLINOIS 61125 (815) 961-5686
(Name, address and telephone number, including area code, of agent for service)
Copy to:
ROBERT P. FREEMAN, SIDLEY AUSTIN BROWN & WOOD
10 SOUTH DEARBORN STREET, CHICAGO, ILLINOIS 60603 (312) 853-7000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED (1) REGISTERED (2) PRICE PER SHARE (3) PRICE (3) FEE
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Common Stock, par value $1.00 per share
(including Preferred Stock Purchase Rights) 1,000,000 $31.97 $31,970,000 $2,941.24
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(1) Preferred Stock Purchase Rights are initially carried and traded with the
Common Stock of the Registrant. Value attributable to such Preferred Stock
Purchase Rights, if any, is reflected in the market price of the Common
Stock.
(2) Plus such additional shares of Common Stock as may be issuable pursuant to
the anti-dilution provisions of the CLARCOR Inc. 1994 Incentive Plan, in
accordance with Rule 416(a) under the Securities Act of 1933.
(3) The offering price has been estimated solely for the purpose of determining
the registration fee pursuant to Rule 457(h) on the basis of the average of
the high and low prices of the Common Stock as reported on the New York
Stock Exchange on December 5, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* This registration statement relates to securities of the Registrant to
be offered pursuant to the CLARCOR Inc. 1994 Incentive Plan, as
indicated on the facing sheet hereof. Information required by Part I to
be contained in the Section 10(a) prospectus related to this plan is
omitted from this registration statement in accordance with Rule 428
under the Securities Act of 1933 (the "Securities Act") and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in the Registrant's registration statement:
1. The annual report on Form 10-K for the fiscal year ended December 1,
2001 of the Registrant;
2. All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 1, 2001;
3. The Registrant's description of its Common Stock, as set forth in
the Registrant's Registration Statement on Form 8-A filed with the
Commission on March 2, 1992 (File No. 1-11024), as amended by the
Registrant's Amendment No. 1 thereto filed with the Commission on
March 4, 1992 (File No. 1-11024), including any amendment or report
filed for the purpose of updating such description; and
4. The Registrant's description of its Preferred Stock Purchase Rights,
as set forth in the Registrant's Registration Statement on Form 8-A
filed with the Commission on April 3, 1996 (File No. 1-11024), as
amended by the Registrant's Registration Statement on Form 8-A/A
filed with the Commission on March 29, 1999 (File No. 1-11024),
including any further amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this registration statement and 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 part thereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law contains provisions
permitting corporations organized thereunder to indemnify directors,
officers, employees and agents from liability under certain
circumstances. The Second Restated Certificate of Incorporation of the
Registrant provides indemnification for directors, officers, employees
and agents to the extent permitted by the Delaware General Corporation
Law, eliminates to the extent permitted by the law the personal
liability of directors for monetary damages to the Registrant and its
stockholders and permits the Registrant to insure its directors,
officers, employees and agents against certain liabilities as to which
they may not be indemnified under the Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not required.
ITEM 8. EXHIBITS.
See the Exhibit Index accompanying this Registration Statement.
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;
(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) 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 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
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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.
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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 Rockford, state of Illinois, on the 11th day of
December 2002.
CLARCOR INC.
By: /s/ Norman E. Johnson
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Norman E. Johnson
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
SIGNATURES TITLE DATE
/s/ Norman E. Johnson Chairman, President, Chief Executive Officer December 11, 2002
------------------------------- and Director (Principal Executive Officer)
Norman E. Johnson
/s/ Bruce A. Klein Vice President Finance and Chief Financial December 11, 2002
------------------------------- Officer (Principal Financial Officer)
Bruce A. Klein
/s/ Marcia S. Blaylock Vice President, Controller, Chief Accounting December 11, 2002
------------------------------- Officer
Marcia S. Blaylock (Principal Accounting Officer)
/s/ Lawrence E. Gloyd Director December 11, 2002
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Lawrence E. Gloyd
/s/ Robert H. Jenkins Director December 11, 2002
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Robert H. Jenkins
/s/ Philip R. Lochner, Jr. Director December 11, 2002
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Philip R. Lochner, Jr.
/s/ Roseann Stevens Director December 11, 2002
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Roseann Stevens
/s/ J. Marc Adams Director December 11, 2002
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J. Marc Adams
/s/ James L. Packard Director December 11, 2002
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James L. Packard
/s/ Keith E. Wandell Director December 11, 2002
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Keith E. Wandell
/s/ Robert J. Burgstahler Director December 11, 2002
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Robert J. Burgstahler
EXHIBIT INDEX
Exhibit No. DESCRIPTION
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4.1 The Registrant's Second Restated Certificate of
Incorporation incorporated by reference to Exhibit 3.1 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended November 30, 1998 (File No. 1-11024).
4.2 The Registrant's Bylaws, as amended, incorporated by
reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended November
30, 1991 (File No. 1-11024).
4.3 Stockholders Rights Agreement, dated as of March 28,
1996, between the Registrant and First Chicago Trust
Company of New York incorporated by reference to Exhibit
4 to the Registrant's Current Report on Form 8-K filed
April 3, 1996 (File No. 1-11024).
4.4 First Amendment to Stockholders Rights Agreement, dated
as of March 23, 1999, incorporated by reference to
Exhibit 4 to the Registrant's Registration Statement on
Form 8-A/A filed March 29, 1999 (File No. 1-11024).
4.5 CLARCOR Inc. 1994 Incentive Plan, as amended through June
30, 2000, incorporated by reference to Exhibit 10.5 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 2, 2000 (File No. 1-11024).
4.6 Amendment to the CLARCOR Inc. 1994 Incentive Plan adopted
December 18, 2000.*
5 Opinion of David J. Boyd, General Counsel of the
Registrant.*
23.1 Consent of David J. Boyd (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.*
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* Filed herewith.