-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SQFGR5mtEQKtBHMpKPgAMiOjtSs4TxPmH8HV6WMwVlRnbDbb4asxA5A7e1hCn8UO YmWi+cbZWDfhfZ45LV9CaQ== 0000215219-98-000013.txt : 19980714 0000215219-98-000013.hdr.sgml : 19980714 ACCESSION NUMBER: 0000215219-98-000013 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980710 EFFECTIVENESS DATE: 19980710 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL & HOWELL CO/ CENTRAL INDEX KEY: 0000215219 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 363580106 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-58293 FILM NUMBER: 98664025 BUSINESS ADDRESS: STREET 1: 5215 OLD ORCHARD RD CITY: SKOKIE STATE: IL ZIP: 60077-1076 BUSINESS PHONE: 8474707100 MAIL ADDRESS: STREET 1: 5215 OLD ORCHARD RD CITY: SKOKIE STATE: IL ZIP: 60077 FORMER COMPANY: FORMER CONFORMED NAME: BELL & HOWELL OPERATING CO DATE OF NAME CHANGE: 19960430 FORMER COMPANY: FORMER CONFORMED NAME: BELL & HOWELL CO /DE/ DATE OF NAME CHANGE: 19940906 S-8 POS 1 As filed with the Securities and Exchange Commission on July 1, 1998. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 Registration Statement Under the Securities Act Of 1933 BELL & HOWELL COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 36-3580106 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 5215 Old Orchard Road Skokie, Illinois 60077-1076 (Address of Principal Executive Offices) BELL & HOWELL COMPANY 1995 STOCK OPTION PLAN (Full Title of the Plan) Gary S. Salit Corporation Counsel and Secretary 5215 Old Orchard Skokie, Illinois (Name and Address of Agent For Service) (847) 470-7100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Unit Price (F2) Fee (F1) ____________________________________________________________________________ Common Stock, $.001 par share value 1,500,000 Shares $25.96875 $38,953,125 $11,492 ___________________________________________________________________________ An indeterminate number of additional shares may be issued if the anti- dilution adjustment provisions of the plan become operative. Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457 (c) and (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Shares as quoted on the New York Stock Exchange on June 29, 1998.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Registration Statement on Form S-8 filed by Bell & Howell Company (the "Company") on March 20, 1998 (File No. 333- 48425) with the Securities and Exchange Commission (the "Commission") is incorporated herein by reference. The following documents are also incorporated by reference: (1) The Annual Report of the Company on Form 10-K for the fiscal year ended January 3, 1998, which has heretofore been filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"). (2) The Company's Quarterly Report on Form 10-Q for the quarter period ended April 4, 1998, which has heretofore been filed by the Company with the Commission pursuant to the 1934 Act. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document 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 Incorporated Document 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. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 Chicago, State of Illinois, on the 29th day of June, 1998. BELL & HOWELL COMPANY By: _______________________ James P. Roemer Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James P. Roemer, Nils A. Johansson and Stuart T. Lieberman and each of them, his 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 (including his capacity as a director and/or officer of Bell & Howell Company) to sign any or 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 attorneys- in-fact and agents, and each of them, 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 any of them, 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 indicated on this 1st day of July 1998.
Signature Title _____________________________________ ______________________________________ /s/ James P. Roemer _____________________________________ Chairman of the Board, President and Chief James P. Roemer Executive Officer /s/ Nils A. Johansson _____________________________________ Executive Vice President, Chief Financial Nils A. Johansson Officer and Director /s/ Stuart T. Lieberman _____________________________________ Vice President, Finance and Chief Stuart T. Lieberman Accounting Officer /s/ David Bonderman David Bonderman
II-2 /s/ David G. Brown _____________________________________ Director David G. Brown /s/ J. Taylor Crandall ______________________________________ Director J. Taylor Crandall /s/ Daniel L. Doctoroff ______________________________________ Director Daniel L. Doctoroff /s/ William E. Oberndorf ______________________________________ Director William E. Oberndorf /s/ Gary L. Roubos ______________________________________ Director Gary L. Roubos /s/ John H. Scully ______________________________________ Director John H. Scully /s/ William J. White ______________________________________ Director William J. White II-3 EXHIBIT INDEX Exhibit Number Description - -------------- 4.1 The Company's form of amendment toCertificate of Incorporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Registration No. 33-59994). 4.2 The Company's By-Laws (incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 as mended, Registration No. 33-63556). 5* Opinion (including consent) of Gary S. Salit, Corporate Counsel. 23.1* Consent of KPMG Peat Marwick LLP. 24* Power of Attorney (included on signature page). *Filed herewith. II-4 EX-5 2 OPINION OF GARY S. SALIT, CORPORATE COUNSEL Exhibit 5 July 1, 1998 Bell & Howell Company 5215 Old Orchard Road Skokie, Illinois 60077-1076 Re: Bell & Howell Amendment to 1995 Stock Option Plan 1,500,000 Shares of Bell & Howell Common Stock, $.001 Par Value Ladies and Gentlemen: I have acted as counsel for Bell & Howell Company (the "Company") in connection the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, 1,500,000 additional shares of the Company's common stock, $.001 par value per share (the "Common Stock"), which may be issued pursuant to the 1995 Bell & Howell Stock Option Plan (the "Plan"). I have examined or considered: 1. A copy of the Certificate or Incorporation, as amended, of the Company. 2. The By-Laws of the Company. 3. Written confirmation of the Secretary of State of the State of Delaware, as of a recent date, as to the good standing of the Company in that State. 4. A Certificate of the Secretary of the Company relating to resolutions duly adopted by the Board of Directors of the Company regarding the amended Plan. 5. A copy of the amended Plan. July 1, 1998 Page 2 In addition to the examinations outlined above, I have conferred with various officers of the company and have ascertained or verified, to my satisfaction, such additional facts as I deemed necessary or appropriate for the purpose of this opinion. Based upon the foregoing, I am of the opinion that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) All legal and corporate proceedings necessary for the authorization, issuance and delivery of the shares of Common Stock to be sold by the Company have been duly taken, and the Common Stock, upon issuance pursuant to the terms of the Plan, will be duly authorized, legally and validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion by the Company as an Exhibit to the Registration Statement. Very truly yours, Gary S. Salit, Corporate Counsel and Secretary EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Bell & Howell Company: We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 17, 1998, relating to the consolidated balance sheets of Bell & Howell Company and subsidiaries as of the end of fiscal years 1996 and 1997, and the related consolidated statements of operations, shareholders' equity, and cash flows for the fiscal years 1995, 1996 and 1997, which report appears on Form 10-K for the fiscal year ended January 3, 1998 of Bell & Howell Company. KPMG Peat Marwick LLP Chicago, Illinois June 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----