As filed with the Securities and Exchange Commission on November 25, 2003
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.
2004 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 LLP
10 SOUTH DEARBORN STREET, CHICAGO, ILLINOIS 60603 (312) 853-7000
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED (1) REGISTERED (2) MAXIMUM AGGREGATE REGISTRATION
OFFERING PRICE OFFERING PRICE (3) FEE
PER SHARE (3)
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Common Stock, par value $1.00 per share 1,500,000 $ 42.125 $ 63,187,500 $5,112
(including Preferred Stock Purchase Rights)
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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. 2004 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 November 20, 2003.
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. 2004 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
November 30, 2002 of the Registrant;
2. All reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since November 30, 2002;
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.
Item 6. Indemnification of Directors and Officers.
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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, 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 this 21st day of
November, 2003.
CLARCOR INC.
By: /s/ Norman E. Johnson
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Norman E. Johnson
Chairman, President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints David J. Boyd and David J. Lindsay, and each of them,
as true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this 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 attorney-in-fact and
agent 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 attorney-in-fact and agent or his substitute 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 date indicated.
SIGNATURES TITLE DATE
/s/ Norman E. Johnson Chairman, President, Chief Executive Officer November 21, 2003
-------------------------------- and Director (principal executive officer)
Norman E. Johnson
/s/ Bruce A. Klein Vice President Finance and Chief Financial November 21, 2003
--------------------------------- Officer (principal financial officer)
Bruce A. Klein
/s/ Marcia S. Blaylock Vice President, Controller, Chief Accounting November 21, 2003
------------------------------- Officer
Marcia S. Blaylock (principal accounting officer)
/s/ Paul Donovan Director November 21, 2003
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Paul Donovan
/s/ Robert H. Jenkins Director November 21, 2003
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Robert H. Jenkins
/s/ Philip R. Lochner, Jr. Director November 21, 2003
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Philip R. Lochner, Jr.
/s/ Roseann Stevens Director November 21, 2003
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Roseann Stevens
/s/ J. Marc Adam Director November 21, 2003
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J. Marc Adam
/s/ James L. Packard Director November 21, 2003
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James L. Packard
SIGNATURES TITLE DATE
/s/ Keith E. Wandell Director November 21, 2003
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Keith E. Wandell
/s/ Robert J. Burgstahler Director November 21, 2003
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Robert J. Burgstahler
EXHIBIT INDEX
Exhibit No. DESCRIPTION
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 Amendment to ARTICLE FOURTH of the Second Restated
Certificate of Incorporation incorporated by reference to
the Registrant's Proxy Statement on Schedule 14A dated
February 18, 1999 with respect to the Annual Meeting of
Shareholders held on March 23, 1999 (File No. 1-11024).
4.3 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).
4.4 Certificate of Designation of Series B Junior
Participating Preferred Stock of the Registrant, as filed
with the Secretary of State of Delaware on April 2, 1996,
incorporated by reference to Exhibit 4.5 to the
Registrant's Registration Statement on Form 8-A filed
April 3, 1996 (File No. 1-11024).
4.5 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).
4.6 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).
4.7 CLARCOR Inc. 2004 Incentive Plan incorporated by
reference to Exhibit A to the Registrant's Proxy
Statement on Schedule 14A dated February 20, 2003 with
respect to the Annual Meeting of Shareholders held on
March 24, 2003 (File No. 1-11024).
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.