As filed with the Securities and Exchange
Commission on June 14, 2004 Registration No. 333-
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UNITED STATES
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)
DELAWARE 36-0922490
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
2323 SIXTH STREET
P.O. BOX 7007
ROCKFORD, ILLINOIS 61125
(Address of Principal Executive Office)
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CLARCOR 401(K) 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
(Name and Address of Agent For Service)
(815) 961-5686
(Telephone Number, Including Area Code, of Agent For Service)
copy to:
ROBERT F. SIMON
VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2)(3) PER SHARE(4) OFFERING PRICE(4) REGISTRATION FEE
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Common Stock, $1.00 par value per
share (including preferred stock
purchase rights)................. 300,000 $ 43.70 $ 13,110,000 $ 1,661.04
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(1) Preferred stock purchase rights are initially carried and traded with
the common stock of CLARCOR Inc. Value attributable to such preferred
stock purchase rights, if any, is reflected in the market value of the
Common Stock.
(2) 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.
(3) This Registration Statement also covers any additional shares of CLARCOR
Inc. Common Stock that may be offered or issued under the CLARCOR 401(k)
Plan as a result of any stock dividends, stock splits, recapitalizations
or any similar transactions.
(4) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) based on the average of the high and low sales
prices of CLARCOR Inc. Common Stock as reported on the New York Stock
Exchange on June 10, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document containing the information required by Part I of Form S-8
will be sent or given to those persons participating in the CLARCOR 401(k) Plan
(the "Plan") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). These documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act and are not required to
be filed with the Securities and Exchange Commission (the "Commission") as part
of the Registration Statement or as an exhibit.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K filed by the Registrant with the
Commission on February 18, 2004 for the fiscal year ended
November 29, 2003 (File No. 001-11024);
(b) Quarterly Report on Form 10-Q filed by the Registrant with the
Commission on March 19, 2004 for the quarter ended February 28,
2004 (File No. 001-11024);
(c) Current Report on Form 8-K filed by the Registrant with the
Commission on March 19, 2004, (File No. 001-11024);
(d) The Company's description of its Common Stock, as set forth in
the Company's Registration Statement on Form 8-A filed with the
Commission on March 2, 1992 (File No. 001-11024), as amended by
the Registrant's Amendment No. 1 thereto filed with the
Commission on March 4, 1992 (File No. 001-11024), including any
amendment or report filed for the purpose of updating such
description; and
(e) The Company'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.
001-11024), as amended by the Registrant's Registration Statement
on Form 8-A/A filed with the Commission on March 29, 1999 (File
No. 001-11024), including any further amendment or report filed
for the purpose of updating such description.
All other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all securities offered under this
Registration Statement have been sold, or deregistering all securities then
remaining unsold, are also incorporated by reference and shall be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superceded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supercedes such statement. Any such statement so modified or superceded shall
not be deemed, except as so modified or superceded, 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlements actually and
unreasonably incurred by them in connection with any action, suit or proceeding
brought by third parties by reason of the fact that they were or are directors,
officers, employees or agents of the corporation, if such directors, officers,
employees or agents acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the corporation and, with
respect to any criminal action or proceeding, had no reason to believe their
conduct was unlawful. In a derivative action, i.e., one by or in the right of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjusted liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
The Second Restated Certificate of Incorporation of the Company
provides indemnification for directors, officers, employees and agents to the
extent permitted by the DGCL, eliminates to the extent permitted by the law the
personal liability of directors for monetary damages to the Company and its
stockholders and permits the Company to insure its directors, officers,
employees and agents against certain liabilities as to which they may not be
indemnified under the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Second Restated Certificate of Incorporation. Filed as Exhibit
3.1 to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1998 (File No. 001-11024) and
incorporated herein by reference.
4.2 By-Laws, as amended. Filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended November
30, 1991 (File No. 001-11024) and incorporated herein by
reference.
4.3 Stockholders Rights Agreement, dated as of March 28, 1996
between the Company and First Chicago Trust Company of New York.
Filed on April 3, 1996 as Exhibit 4 to the Company's Current
Report on Form 8-K (File No. 001-11024) and incorporated herein
by reference.
4.4 First Amendment to Stockholders Rights Agreement, dated as of
March 23, 1999. Filed on March 29, 1999 as Exhibit 4 to the
Company's Current Report on Form 8-K (File No. 001-11024) and
incorporated herein by reference.
4.5 CLARCOR 401(k) Plan.*
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of David J. Boyd.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.4 Consent of David J. Boyd (included in Exhibit 5.1).
24.1 Power of Attorney (included on the attached signature page).
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* Filed herewith.
To the extent required, the Registrant hereby undertakes that it will
submit or has submitted the Plans and any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
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 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.
(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 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 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.
[SIGNATURE PAGES FOLLOW]
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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 14th day of
June, 2004.
CLARCOR INC.
By: /s/ Norman E. Johnson
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Norman E. Johnson
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
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 and in his 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 requirement of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the date indicated.
NAME TITLE DATE
---- ----- ----
/s/ Norman E. Johnson Chairman, President and Chief June 14, 2004
--------------------------- Executive Officer (principal
Norman E. Johnson executive officer)
/s/ Bruce A. Klein Vice President Finance and Chief June 14, 2004
--------------------------- Financial Officer (principal
Bruce A. Klein financial officer)
/s/ Marcia S. Blaylock Vice President, Controller and Chief June 14, 2004
--------------------------- Accounting Officer (principal
Marcia S. Blaylock accounting officer)
/s/ Paul Donovan Director June 14, 2004
---------------------------
Paul Donovan
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NAME TITLE DATE
---- ----- ----
/s/ Robert H. Jenkins Director June 14, 2004
---------------------------
Robert H. Jenkins
/s/ Phillip R. Lochner, Jr. Director June 14, 2004
---------------------------
Phillip R. Lochner, Jr.
/s/ Roseann Stevens Director June 14, 2004
-------------------------
Roseann Stevens
/s/ J. Marc Adam Director June 14, 2004
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J. Marc Adam
/s/ James L. Packard Director June 14, 2004
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James L. Packard
/s/ Keith E. Wandell Director June 14, 2004
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Keith E. Wandell
/s/ Robert J. Burgstahler Director June 14, 2004
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Robert J. Burgstahler
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Pursuant to the requirements of the Securities Act of 1933, the CLARCOR
401(k) Plan 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 14th day of June 2004.
CLARCOR 401(k) PLAN
By: /s/ BRUCE A. KLEIN
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Name: Bruce A. Klein
Member of CLARCOR 401(k) Plan Committee,
as Plan Administrator
By: /s/ DAVID J. LINDSAY
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Name: David J. Lindsay
Member of CLARCOR 401(k) Plan Committee,
as Plan Administrator
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Second Restated Certificate of Incorporation. Filed as Exhibit
3.1 to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1998 (File No. 001-11024) and
incorporated herein by reference.
4.2 By-Laws, as amended. Filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended November
30, 1991 (File No. 001-11024) and incorporated herein by
reference.
4.3 Stockholders Rights Agreement, dated as of March 28, 1996
between the Company and First Chicago Trust Company of New York.
Filed on April 3, 1996 as Exhibit 4 to the Company's Current
Report on Form 8-K (File No. 001-11024) and incorporated herein
by reference.
4.4 First Amendment to Stockholders Rights Agreement, dated as of
March 23, 1999. Filed on March 29, 1999 as Exhibit 4 to the
Company's Current Report on Form 8-K (File No. 001-11024) and
incorporated herein by reference.
4.5 CLARCOR 401(k) Plan.*
5.1 Opinion of David J. Boyd.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.4 Consent of David J. Boyd (included in Exhibit 5.1).
24.1 Power of Attorney (included on the attached signature page).
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* Filed herewith.
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