-----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, GiD4D2iloMXV+N43Z3IaWmfxnnm3MsJ+B9gXCHIckMhHc04Y+tPexLTijr6yjhh5 xLRGsravGL+6Hq2vK+D8UQ== 0000950144-99-005021.txt : 19990429 0000950144-99-005021.hdr.sgml : 19990429 ACCESSION NUMBER: 0000950144-99-005021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990428 EFFECTIVENESS DATE: 19990428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCK TENN CO CENTRAL INDEX KEY: 0000230498 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 620342590 STATE OF INCORPORATION: GA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-77237 FILM NUMBER: 99603406 BUSINESS ADDRESS: STREET 1: 504 THRASHER ST CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7704482193 MAIL ADDRESS: STREET 1: PO BOX 4098 CITY: NORCROSS STATE: GA ZIP: 30091 S-8 1 ROCK-TENN COMPANY 1 As filed with the Securities and Exchange Commission on April 28, 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ ROCK-TENN COMPANY (Exact name of registrant as specified in its charter) GEORGIA 62-0342590 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 504 THRASHER STREET NORCROSS, GEORGIA 30071 (Address of principal executive offices) ROCK-TENN COMPANY 1993 EMPLOYEE STOCK PURCHASE PLAN ROCK-TENN COMPANY 1993 EMPLOYEE STOCK OPTION PLAN ROCK-TENN COMPANY 1988 STOCK OPTION PLAN ROCK-TENN COMPANY 1987 STOCK OPTION PLAN (Full Title of the Plans) BRADLEY CURREY, JR. CHIEF EXECUTIVE OFFICER ROCK-TENN COMPANY 504 THRASHER STREET NORCROSS, GEORGIA 30071 (Name and address of agent for service) (770) 448-2193 (Telephone number, including area code, of agent for service) Copies to: MARY A. BERNARD KING & SPALDING 1185 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 (212) 556-2100
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- Proposed Amount Proposed Maximum Maximum Amount of Title of Securities to to be Offering Price Aggregate Registration be Registered Registered Per Share Offering Price Fee - ------------------------------------------------------------------------------------------------------------------------- Class A Common Stock, par value $.01 per share............................ 2,334,924 shares $34,996,076(1) $14.99(1) $9,729.00 Class B Common Stock, par value $.01 per share................. 28,344 shares $ 136,007(2) $ 4.80(2) $ 38.00 Interests in Rock-Tenn Company 1993 Employee Stock Purchase Plan......... (3) -- -- -- - -------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) based on (i) with respect to 146,580 shares being offered pursuant to outstanding stock options, the aggregate exercise price of such options, which is equal to $1,623,830 (reflecting an average exercise price of approximately $11.08 per share) and (ii) with respect to 2,188,344 shares, the average of the high and low sales prices per share of Class A Common Stock of Rock-Tenn Company as reported on the New York Stock Exchange on April 21, 1999. (2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) based on with respect to 28,344 shares being offered pursuant to outstanding stock options, the aggregate exercise price of such options, which is equal to $136,007 (reflecting an average exercise price of approximately $4.80 per share). (3) This Registration Statement on Form S-8 is deemed to register an indeterminate amount of interests in the Rock-Tenn Company 1993 Employee Stock Purchase Plan. - -------------------------------------------------------------------------------- 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents have been previously filed by Rock-Tenn Company (the "Company") with the Securities and Exchange Commission and are hereby incorporated by reference into this Registration Statement as of their respective dates: (1) The Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (the "latest Form 10-K"); (2) All reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since September 30, 1998; and (3) The description of the Class A Common Stock, par value $.01 per share ("Class A Common Stock"), of the Company contained in the Company's Registration Statement on Form 8-A filed on February 2, 1994, including any amendment or report filed for the purposes of updating such description. In addition, all documents filed by the Company or the Rock-Tenn Company 1993 Employee Stock Purchase Plan 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 to this Registration Statement that indicates that all securities offered hereunder have been sold or that registers all such securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. DESCRIPTION OF CLASS B COMMON STOCK. The Company is authorized to issue 175 million shares of Class A Common Stock and 60 million shares of Class B Common Stock, par value $.01 per share ("Class B Common Stock," together with the Class A Common Stock, the "Common Stock"). The Class A Common Stock is traded on the New York Stock Exchange. There is no public market for the Class B Common Stock. The rights of holders of Class A Common Stock and Class B Common Stock are identical except for certain voting, conversion and transfer rights. Dividends. Holders of shares of Common Stock are entitled to receive such dividends as may be declared by the Company's Board of Directors out of funds legally available for such purpose. No dividend may be declared or paid in cash or property on any share of either class of Common Stock unless simultaneously the same dividend is declared or paid on each share of the other class of Common Stock. Dividends payable in Common Stock of the Company shall be payable in shares of Class A Common Stock to the holders thereof and in shares of Class B Common Stock to the holders thereof. -2- 3 Voting Rights. Except as otherwise provided by the Company's Restated and Amended Articles of Incorporation or Georgia law, holders of shares of Common Stock will vote as a single voting group with respect to all matters submitted to a vote of the shareholders. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to 10 votes with respect to all such matters. Under the Company's Restated and Amended Articles of Incorporation, holders of shares of Class A Common Stock are entitled to vote as a single voting group with respect to certain proposed amendments to the powers, preferences, rights or limitations of the Class B Common Stock and other limited matters; provided that with respect to any such vote, each holder of Class B Common Stock shall be entitled to vote with the holders of Class A Common Stock and shall be entitled to one vote for each share of Class A Common Stock that would be issuable to such holder upon conversion of such share of Class B Common Stock. Holders of Common Stock are not entitled to cumulate votes in the election of directors. Conversion Rights. Subject to compliance with the First Offer Rights (as hereinafter defined), each share of Class B Common Stock is convertible at any time, at the option of its holder, into one share of Class A Common Stock. The Class B Common Stock will convert automatically into Class A Common Stock, and thereby lose its special voting rights, generally (i) as to any outstanding share of Class B Common Stock if such share is sold or otherwise transferred to, or otherwise held by, any person or entity other than a Permitted Transferee or an Offeree (both as hereinafter defined) or (ii) on the last day of any fiscal quarter of the Company if the aggregate outstanding shares of Class B Common Stock constitute less than 15% of the aggregate outstanding shares of Common Stock (treating for the purposes of such calculation each outstanding share of Class B Common Stock as one outstanding share of Class A Common Stock). The shares of Class A Common Stock do not have any conversion rights. Restrictions on Transfer; First Offer Rights. No shares of Class B Common Stock may be transferred or otherwise disposed of, or converted into shares of Class A Common Stock, except (i) with respect to a transfer by any holder, for any transfer or other disposition to a Permitted Transferee of such holder or any bona fide gift to any person or entity, or (ii) as expressly permitted by the Company's Restated and Amended Articles of Incorporation after complying with the First Offer Rights. For purposes of the Company's Restated and Amended Articles of Incorporation, Permitted Transferees of a holder of Class B Common Stock include (i) the spouse or surviving spouse and natural and adopted children of such holder provided that such holder was a beneficial owner of Voting Stock (as defined in the Company's Restated and Amended Articles of Incorporation) immediately prior to the effectiveness of the Company's Restated and Amended Articles of Incorporation, (ii) (A) any trust existing solely for the benefit of such holder of Class B Common Stock provided such holder was a beneficial owner of Voting Stock immediately prior to the effectiveness of the Company's Restated and Amended Articles of Incorporation, (B) any trust existing solely for the benefit of any person who would be a Permitted Transferee of such holder under clause (i) with respect to the shares to be transferred and (C) to the extent any such trust referred to in clause (ii)(A) or (ii)(B) is terminated or the property thereof is otherwise transferred for any reason, any settlor or beneficiary of such trust referred to in clause (ii)(A) or (ii)(B) (for purposes of this clause (ii), a trust shall be deemed to exist solely for the benefit of such holder of Class B Common Stock in clause (ii)(A) and/or such person or persons in clause (i) for such period of time as no other person has a current right to receive the income from or the principal of such trust, and, as of the time any other person (other than a holder of Class B Common Stock specified in clause (ii)(A) and/or a person or persons specified in clause (i)) has such right, each share of Class B Common Stock held by such trust shall automatically convert into one share of Class A Common Stock in accordance with paragraph (b)(6)); (iii) upon the death of such holder of Class B Common Stock that was a beneficial owner of Voting Stock -3- 4 immediately prior to the effectiveness of the Company's Restated and Amended Articles of Incorporation, such holder's estate or any executor, administrator, conservator or other legal representative of such holder or upon any transfer by such estate, executor, administrator, conservator or other legal representative of such holder, such holder's Permitted Transferees specified in clause (i); (iv) any corporation, partnership or other entity all of the outstanding equity interests of which are owned, or all of the outstanding voting power of which is controlled, directly or indirectly by such holder that was a beneficial owner of Voting Stock immediately prior to the effectiveness of the Company's Restated and Amended Articles of Incorporation or certain Permitted Transferees of such holder, (v) any organization or institution that is recognized as a charity under Sections 170, 2055 or 2522 of the Code, provided that the control of the outstanding voting power of any shares of Class B Common Stock transferred to any such organization or institution is retained by a holder of Class B Common Stock that was a beneficial owner of Voting Stock immediately prior to the effectiveness of the Company's Restated and Amended Articles of Incorporation or certain Permitted Transferees of such holder and (vi) to the extent that such holder of Class B Common Stock was a beneficial owner of Voting Stock immediately prior to the effectiveness of the Company's Restated and Amended Articles of Incorporation and was organized as a trust as of such time, any beneficiary of such trust that was a beneficiary of such trust immediately prior to the effectiveness of the Company's Restated and Amended Articles of Incorporation. The Company's Restated and Amended Articles of Incorporation do not contain any restrictions on the transfer of shares of Class A Common Stock. Except for a proposed transfer or other disposition to a Permitted Transferee or in connection with a bona fide gift, prior to any proposed transfer or conversion of Class B Common Stock, the holder thereof is required to give notice to the Company, which constitutes an offer to sell to the management committee (as designated from time to time by the Board of Directors from the full-time officers of the Company) (the "Offerees"), or to the extent that the Offerees do not elect to purchase all such shares, to sell to the Company, up to all of the shares proposed to be transferred or as to which conversion has been requested at a purchase price per share equal to the Current Market Price (the "First Offer Rights"). As defined in the Company's Restated and Amended Articles of Incorporation, the Current Market Price will be an amount equal to (i) if the Class A Common Stock is not publicly traded, the fair market value per share of the Class B Common Stock as determined in good faith by the Board of Directors from time to time, or (ii) if the Class A Common Stock is publicly traded, the average of the "average sales prices." The "average sales prices" will mean generally the weighted average of the sales prices of a share of Class A Common Stock (or if no such sales occur, the weighted average of the last bid and asked prices) as reported by the New York Stock Exchange on each of the four consecutive business days commencing on the day after the Company receives a notice of a proposed transfer or requesting conversion. Under the Company's Restated and Amended Articles of Incorporation, shares of Class A Common Stock are not subject to the First Offer Rights. Liquidation Rights. Upon the liquidation, dissolution or winding up of the Company, after payment in full of creditors and any liquidation preference payable to the holders of any preferred stock the remaining assets of the Company will be distributed ratably to the holders of Class A Common Stock and Class B Common Stock, in proportion to the number of shares held by them. Reorganization, Consolidation, Share Exchange or Merger. In the event of a reorganization, consolidation, share exchange or merger of the Company, each holder of a share of Common Stock shall be entitled to receive the same kind and amount of consideration (whether consisting of cash, property or -4- 5 securities), if any, to be received by each other holder of a share of Common Stock, regardless of whether such share of Common Stock is a share of Class A Common Stock or Class B Common Stock. Other. The holders of Common Stock are not entitled to preemptive or similar rights. The shares of Common Stock are not subject to redemption or a sinking fund. No class of Common Stock may be subdivided, consolidated, reclassified or otherwise changed unless concurrently the other class of Common Stock is subdivided, consolidated, reclassified or otherwise changed in the same proportion and in the same manner. Under the Company's Restated and Amended Articles of Incorporation, the Company is only authorized to issue shares of Class B Common Stock (i) in connection with a dividend or other distribution with respect to, or a subdivision of, all outstanding shares of Common Stock and (ii) upon the exercise of stock options to purchase Class B Common Stock to the extent such options were options to purchase Voting Stock outstanding immediately prior to the effectiveness of the Company's Restated and Amended Articles of Incorporation that are adjusted by the Board of Directors to cover Class B Common Stock, as the same may be adjusted pursuant to their terms or the plan under which they were granted. CHARTER AND BYLAW PROVISIONS Shareholders' rights and related matters are governed by the Georgia Business Corporation Code, the Company's Restated and Amended Articles of Incorporation and its Bylaws. Certain provisions of the Restated and Amended Articles of Incorporation and Bylaws of the Company, which are summarized below, may have the effect of delaying, deferring or preventing a change in control of the Company. Special Meetings. Under the Company's Bylaws, special meetings of the shareholders may be called only by the Chief Executive Officer of the Company, the Chairman of the Board or a majority of the Board of Directors. Classified Board of Directors. The Company's Board of Directors is divided into three classes of directors serving staggered three-year terms, and the Company's directors may only be removed for cause. Shareholder Proposals and Nominations. The Company's Bylaws require notice to the Secretary of the Company, in advance of any shareholders' meeting, of any shareholder proposals or nominations by any shareholders of candidates for election as directors. In addition, shareholders that wish to make shareholder proposals or director nominations must provide the Company with certain specified information. Ability to Consider Other Constituencies. The Company's Restated and Amended Articles of Incorporation permit the Board of Directors, in determining what it believes to be in the best interests of the Company, to consider the interests of the employees, customers, suppliers and creditors of the Company, the communities in which offices or other establishments of the Company are located, and all other factors the directors consider pertinent, in addition to considering the effects of any action on the Company or its shareholders. Supermajority Voting Requirement. Under the Company's Restated and Amended Articles of Incorporation, certain provisions of the Company's Restated and Amended Articles of Incorporation and Bylaws, including all of the provisions discussed above, may not be amended and no contrary provision may be adopted by the shareholders without the affirmative vote of at least 75% of the outstanding voting power of the Common Stock. -5- 6 GEORGIA ANTI-TAKEOVER STATUTES The Georgia Business Corporation Code (the "GBCC") restricts certain business combinations with interested shareholders and contains fair price requirements applicable to certain mergers with certain "interested shareholders" that are summarized below. In accordance with the provisions of these statutes, the Company must elect to be covered by the restrictions imposed by these statutes. The Company has not elected to be covered by such restrictions, but could do so by action of its Board of Directors. The Georgia business combination statute regulates business combinations such as mergers, consolidations, share exchanges and asset purchases where the acquired business has at least 100 shareholders residing in Georgia and has its principal office in Georgia, as the Company does, and where the acquiror became an "interested shareholder" of the corporation, unless either (i) the transaction resulting in such acquiror becoming an "interested shareholder" or the business combination received the approval of the corporation's board of directors prior to the date on which the acquiror became an interested shareholder, or (ii) the acquiror became the owner of at least 90% of the outstanding voting stock of the corporation (excluding shares held by directors, officers and affiliates of the corporation and shares held by certain other persons) in the same transaction in which the acquiror became an interested shareholder. For purposes of this statute, an "interested shareholder" generally is any person who directly or indirectly, alone or in concert with others, beneficially owns or controls 10% or more of the voting power of the outstanding voting shares of the corporation. The law prohibits business combinations with an approved interested shareholder for a period of five years after the date on which such person became an interested shareholder. The law restricting business combinations is broad in its scope and is designed to inhibit unfriendly acquisitions. The Georgia fair price statute prohibits certain business combinations between a Georgia business corporation and an interested shareholder unless (i) certain "fair price" criteria are satisfied, (ii) the business combination is unanimously approved by the continuing directors, (iii) the business combination is recommended by at least two-thirds of the continuing directors and approved by a majority of the votes entitled to be cast by holders of voting shares, other than voting shares beneficially owned by the interested shareholder, or (iv) the interested shareholder has been such for at least three years and has not increased his ownership position in such three-year period by more than one percent in any twelve month period. The fair price statute is designed to inhibit unfriendly acquisitions that do not satisfy the specified "fair price" requirements. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. The validity of the shares of Class A Common Stock covered by this Registration Statement has been passed upon for the Company by Robert B. McIntosh. Mr. McIntosh owns or has options to purchase an aggregate of 43,759 shares of Class A Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Restated and Amended Articles of Incorporation eliminate, to the fullest extent permitted by applicable law, the personal liability of directors to the Company or its shareholders for monetary damages for breach of duty of care or any other duty owed to the Company as a director. The Georgia Business Corporation Code currently provides that such provision shall not eliminate or limit the liability of a director (a) for any appropriation, in violation of his duties, of any business opportunity of -6- 7 the Company, (b) for acts or omissions that involve intentional misconduct or a knowing violation of law, (c) for unlawful corporate distributions or (d) for any transaction from which the director received an improper personal benefit. Under Article VI of the Company's Bylaws, and certain agreements entered into by the Company and its directors, the Company is required to indemnify its directors, officers, employees or agents against the obligation to pay any judgment, settlement, penalty or fine, and against expenses (including attorney's fees and expenses), incurred in connection with any action, suit or proceeding brought against such person because he was a director, officer, employee or agent of the Company, without regard to any limitations in the Georgia Business Corporation Code; provided, however, that the Company shall have no obligation to indemnify any such person in connection with any such proceeding if such person is adjudged liable to the Company or is subjected to injunctive relief in favor of the Company (a) for any appropriation, in violation of such person's duties, of any business opportunity of the Company, (b) for acts or omissions that involve intentional misconduct or a knowing violation of law, (c) for unlawful corporate distributions or (d) for any transaction from which such person received an improper personal benefit. The Company's directors and officers are insured against losses arising from any claim against them as such for wrongful acts or omissions, subject to certain limitations. The Company has entered into indemnification agreements with each of the Company's directors. The indemnification agreements require, among other things, that the Company indemnify its directors to the fullest extent permitted by law, and advance to directors all related expenses, subject to reimbursement if it is subsequently determined the indemnification is not permitted. The Company is also required to indemnify in advance all expenses incurred by directors seeking to enforce their rights under the indemnification agreements and to cover directors under the Company's directors' and officers' liability insurance. Although the form of indemnification agreement offers substantially the same scope of coverage afforded by provisions in the Company's Restated and Amended Articles of Incorporation and Bylaws, it provides greater assurance to directors that indemnification will be available, because, as a contract, it may not be modified unilaterally in the future by the Board of Directors or by the shareholders of the Company to eliminate the rights it provides. The Company's directors and executive officers are insured against damages from actions and claims incurred in the course of performing duties, and the Company is insured against expenses incurred in defending lawsuits arising from certain alleged acts against directors and executive officers. ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED. Inapplicable. ITEM 8. EXHIBITS. 4.1 - Restated and Amended Articles of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, File No. 33-73312). 4.2 - Articles of Amendment to the Registrant's Restated and Amended Articles of Incorporation (incorporated by reference to Exhibit 2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995).
-7- 8 4.3 - Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1, File No. 33-73312). 5.1 - Opinion of Robert B. McIntosh. 23.1 - Consent of Independent Auditors. 23.2 - Consent of Robert B. McIntosh (included in Exhibit 5.1). 99.1 - Rock-Tenn Company 1993 Employee Stock Option Plan. 99.2 - Amendment Number One to the Rock-Tenn Company 1993 Employee Stock Option Plan. 99.3 - Rock-Tenn Company 1993 Employee Stock Purchase Plan as Amended and Restated. 99.4 - Rock-Tenn Company 1989 Stock Option Plan (incorporated by reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-1 (file no. 33-73312)). 99.5 - Rock-Tenn Company 1987 Stock Option Plan (incorporated by reference to Exhibit 10.11 to the Registrant's Registration Statement on Form S-1 (file no. 33-73312))
-8- 9 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 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 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 20 percent 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 to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 purposes 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 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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 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. -9- 10 (c) 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 Securities Act of 1933 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. EXPERTS The consolidated financial statements of Rock-Tenn Company incorporated by reference in Rock-Tenn Company's Form 10-K for the year ended September 30, 1998, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference therein and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing. -10- 11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Norcross, State of Georgia on the 27th day of April, 1999. ROCK-TENN COMPANY By: /s/ Bradley Currey, Jr. ------------------------------ Bradley Currey, Jr. Principal Executive Officer and Director, Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bradley Currey, Jr. and David C. Nicholson and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for such person and in his or her name, place and stead, in any and all capacities, to sign any and all 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 or necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. -11- 12 Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacity indicated on the 27th day of April, 1999.
Signature Title - --------- ----- /s/ Bradley Currey, Jr. Principal Executive Officer and Director, - -------------------------------- Chairman of the Board and Chief Executive Bradley Currey, Jr. Officer /s/ David C. Nicholson Principal Financial and Accounting Officer, - -------------------------------- Senior Vice President, Chief Financial Officer David C. Nicholson and Secretary /s/ Stephen G. Anderson Director - -------------------------------- Stephen G. Anderson /s/ J. Hyatt Brown Director - -------------------------------- J. Hyatt Brown /s/ Mary Louise Morris Brown Director - -------------------------------- Mary Louise Morris Brown Director - -------------------------------- Robert B. Currey /s/ A.D. Frazier Director - -------------------------------- A.D. Frazier Director - -------------------------------- Eugene U. Frey
-12- 13
Signature Title - --------- ----- /s/ Lawrence L. Gellerstedt, III Director - -------------------------------- Lawrence L. Gellerstedt, III /s/ John D. Hopkins Director - -------------------------------- John D. Hopkins /s/ James W. Johnson Director - -------------------------------- James W. Johnson /s/ Randolph Sexton Director - -------------------------------- Randolph Sexton /s/ Jay Shuster Director - -------------------------------- Jay Shuster /s/ John W. Spiegel Director - -------------------------------- John W. Spiegel
-13- 14 Pursuant to the requirements of the Securities Act of 1933, the Rock-Tenn Company 1993 Employee Stock Purchase Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State of Georgia, on April 27, 1999. ROCK-TENN COMPANY 1993 EMPLOYEE STOCK PURCHASE PLAN By:/s/ Mary Louise Morris Brown -------------------------------- Mary Louise Morris Brown Compensation and Options Committee Member By:/s/ Lawrence L. Gellerstedt, III -------------------------------- Lawrence L. Gellerstedt, III Compensation and Options Committee Member By:/s/ James W. Johnson -------------------------------- James W. Johnson Compensation and Options Committee Chairman Member -14- 15 EXHIBIT INDEX
Exhibit Description Page No. - ------- ----------- -------- 4.1 Restated and Amended Articles of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, File No. 33-73312). 4.2 Articles of Amendment to the Registrant's Restated and Amended Articles of Incorporation (incorporated by reference to Exhibit 2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995). 4.3 Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1, File No. 33-73312). 5.1 Opinion of Robert B. McIntosh. 23.1 Consent of Independent Auditors. 23.2 Consent of Robert B. McIntosh (included in Exhibit 5.1). 99.1 Rock-Tenn Company 1993 Employee Stock Option Plan. 99.2 Amendment Number One to the Rock-Tenn Company 1993 Employee Stock Option Plan. 99.3 Rock-Tenn Company 1993 Employee Stock Purchase Plan as Amended and Restated. 99.4 Rock-Tenn Company 1989 Stock Option Plan (incorporated by reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-1 (file no. 33-73312)). 99.5 Rock-Tenn Company 1987 Stock Option Plan (incorporated by reference to Exhibit 10.11 to the Registrant's Registration Statement on Form S-1 (file no. 33-73312))
-15- EX-5.1 2 OPINION OF ROBERT B MCINTOSH 1 EXHIBIT 5.1 April 27, 1999 Rock-Tenn Company 504 Thrasher Street Norcross, Georgia 30071 RE: Rock-Tenn Company -- Registration Statement on Form S-8 Gentlemen: I am general counsel for Rock-Tenn Company, a Georgia corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to (i) 1,500,000 shares of Class A Common Stock, par value $.01 per share, of the Company ("Class A Common Stock") that may be issued by the Company pursuant to the Rock-Tenn 1993 Employee Company Stock Option Plan, as amended (the "Option Plan"), (ii) 660,000 shares of Class A Common Stock that may be issued by the Company pursuant to the Rock-Tenn Company 1993 Employee Stock Purchase Plan, as amended and restated (the "Purchase Plan"), (iii) 146,580 shares of Class A Common Stock and 28,344 shares of Class B Common Stock, par value $.01 per share, of the Company ("Class B Common Stock," together with the Class A Common Stock, the "Common Stock") that may be issued by the Company pursuant to stock options outstanding as of the date hereof that were issued by the Company under employee benefit plans as defined in Rule 405 under the Securities Act of 1933 (such options together with the stock options that may be issued pursuant to the Option Plan, the "Options") and (iv) 28,344 shares of Class A Common Stock that may be issued upon conversion of the shares of Class B Common Stock referred to in clause (iii) (the "Convertible Securities") (all such shares referred to in clauses (i) through (iv) are referred to herein as the "Shares"). As such counsel, I have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, I have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to me as certified, conformed or photographic copies, and as to certificates of public officials, I have assumed the same to have been properly given and to be accurate. For purposes of the opinion set forth in clause (ii) below, I have assumed the following: (i) the Shares that may be issued pursuant to the Purchase Plan, upon exercise of the Options and upon conversion of the Convertible Securities will continue to be duly authorized on the dates of such issuance and (ii) on the date on which any Option is exercised, such option will have been duly executed, issued and delivered by the Company and will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles. -16- 2 The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the corporate law of the State of Georgia, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Based upon the foregoing, I am of the opinion that: (i) The Shares are duly authorized. (ii) When the Shares are issued pursuant to the Purchase Plan, upon exercise of the Options or upon conversion of the Convertible Securities, as the case may be, against payment therefor as provided in the Purchase Plan or the Options or upon surrender of such Convertible Securities, as the case may be, such Shares will be validly issued, fully paid and nonassessable. This opinion is given as of the date hereof, and I assume no obligation to advise you after the date hereof of facts or circumstances that come to my attention or changes in law that occur which could affect the opinions contained herein. This letter is being rendered solely for the benefit of Rock-Tenn Company in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without my prior written consent. I consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Robert B. McIntosh -17- EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement pertaining to the 1993 Employee Stock Option Plan, 1993 Employee Stock Purchase Plan, 1989 Stock Option Plan and 1987 Stock Option Plan of Rock-Tenn Company and to the incorporation by reference therein, to our report dated October 20, 1998, with respect to the consolidated financial statements of Rock-Tenn Company incorporated by reference in its Form 10-K for the year ended September 30, 1998 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Atlanta, Georgia April 26, 1999 -18- EX-99.1 4 ROCK-TENN COMPANY ESOP AS AMENDED 1 EXHIBIT 99.1 ROCK-TENN COMPANY 1993 EMPLOYEE STOCK OPTION PLAN 2 TABLE OF CONTENTS
Page ---- ss. 1. BACKGROUND AND PURPOSE ................................................................................ 1 ss. 2. DEFINITIONS ........................................................................................... 1 2.1. Board .......................................................................................... 1 2.2. Change in Control .............................................................................. 1 2.3. Code ........................................................................................... 2 2.4. Committee ...................................................................................... 2 2.5. Exchange Act ................................................................................... 2 2.6. Fair Market Value .............................................................................. 2 2.7. Insider........................................................................................ 3 2.8. ISO ............................................................................................ 3 2.9. Key Employee ................................................................................... 3 2.10. NQO ............................................................................................ 3 2.11. Option ......................................................................................... 3 2.12. Option Certificate ............................................................................. 3 2.13. Option Price ................................................................................... 3 2.14. Parent Corporation ............................................................................. 3 2.15. Plan ........................................................................................... 3 2.16. Rock-Tenn ...................................................................................... 4 2.17. Rule 16b-3 ..................................................................................... 4 2.18. Stock .......................................................................................... 4 2.19. Subsidiary ..................................................................................... 4 2.20. Ten Percent Shareholder ........................................................................ 4 ss.3. SHARES RESERVED UNDER PLAN ............................................................................. 4 ss..4. EFFECTIVE DATE ........................................................................................ 5 ss..5. COMMITTEE ............................................................................................. 5 ss..6. ELIGIBILITY ........................................................................................... 5 ss..7. OPTIONS ............................................................................................... 6 7.1. Committee Action ............................................................................... 6 7.2. $100,000 Limit ................................................................................. 6
-i- 3 ss. 8. OPTION PRICE .......................................................................................... 7 ss. 9. EXERCISE PERIOD ....................................................................................... 7 ss. 10. NONTRANSFERABILITY .................................................................................... 8 ss. 11. SECURITIES REGISTRATION .............................................................................. 8 ss. 12. LIFE OF PLAN .......................................................................................... 9 ss. 13. ADJUSTMENT............................................................................................. 10 ss. 14. SALE OR MERGER OF ROCK-TENN; CHANGE IN CONTROL........................................................ 11 14.1. Sale or Merger.................................................................................. 11 14.2. Change in Control............................................................................... 11 ss. 15. AMENDMENT OR TERMINATION............................................................................... 12 ss. 16. MISCELLANEOUS.......................................................................................... 13 16.1. Stockholder Rights.............................................................................. 13 16.2. No Contract of Employment....................................................................... 13 16.3. Withholding..................................................................................... 14 16.4. Construction.................................................................................... 14 16.5 Other Conditions................................................................................ 14
-ii- 4 ROCK-TENN COMPANY 1993 EMPLOYEE STOCK OPTION PLAN ss. 1. BACKGROUND AND PURPOSE The purpose of this Plan is to promote the interest of Rock-Tenn through grants to Key Employees of Options to purchase Stock in order (1) to attract Key Employees, (2) to provide an additional incentive to each Key Employee to work to increase the value of Stock and (3) to provide each Key Employee with a stake in the future of Rock-Tenn which corresponds to the stake of each of Rock-Tenn's stockholders. ss. 2. DEFINITIONS Each term set forth in this ss. 2 shall have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular. 2.1. Board -- means the Board of Directors of Rock-Tenn. 2.2. Change in Control -- means (1) the acquisition of the power to direct, or cause the direction of, the management and policies of Rock-Tenn by a person (not previously possessing such power), acting alone or in conjunction with others, whether through the ownership of Stock, by contract or otherwise, or (2) the acquisition, directly or indirectly, of the power to vote more than 20% of the outstanding Stock by any person or by two or more persons acting together, except an acquisition from Rock-Tenn or by Rock- Tenn, Rock-Tenn's management or a Rock-Tenn sponsored employee benefit plan, where 5 (3) the term "person" means a natural person, corporation, partnership, joint venture, trust, government or instrumentality of a government, and (4) customary agreements with or between underwriters and selling group members with respect to a bona fide public offering of Stock shall be disregarded for purposes of this definition. 2.3. Code -- means the Internal Revenue Code of 1986, as amended. 2.4. Committee -- means the Compensation Committee of the Board or, if the Compensation Committee at any time has less than 3 members or has a member who fails to come within the definition of a "disinterested person" under Rule 16b-3 or (in Rock- Tenn's judgment) fails to come within the definition of an "outside director" under Code ss. 162(m), a committee which shall have at least 3 members, each of whom shall be appointed by and shall serve at the pleasure of the Board and shall come within the definition of a "disinterested person" under Rule 16b-3 and within (in Rock-Tenn's judgment) the definition of an "outside director" under Code ss. 162(m). 2.5. Exchange Act -- means the Securities Exchange Act of 1934, as amended. 2.6. Fair Market Value -- means (1) the closing price on any date for a share of Stock as reported by The Wall Street Journal or, if The Wall Street Journal no longer reports such closing price, such closing price as reported by a newspaper or trade journal selected by the Committee or, if no such closing price is available on such date, (2) such closing price as so reported or so quoted in accordance with ss. 2.6(1) for the immediately preceding business day, or, if no newspaper or trade journal reports such closing price or if no such price quotation is available, (3) the price which the Committee acting in good -2- 6 faith determines through any reasonable valuation method that a share of Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts. 2.7. Insider -- means any individual who is subject to Section 16(a) of the Exchange Act. 2.8. ISO -- means an option granted under this Plan to purchase Stock which is intended to satisfy the requirements of ss. 422 of the Code. 2.9. Key Employee -- means a full time, salaried employee of Rock-Tenn or any Subsidiary or any affiliate of Rock-Tenn designated by the Committee who, in the judgment of the Committee acting in its absolute discretion, is key directly or indirectly to the success of Rock-Tenn. 2.10. NQO -- means an option granted under this Plan to purchase Stock which is intended to fail to satisfy the requirements of ss. 422 of the Code. 2.11. Option -- means an ISO or a NQO. 2.12. Option Certificate -- means the written certificate which sets forth the terms of an Option granted to a Key Employee under ss. 7 of this Plan. 2.13. Option Price -- means the price which shall be paid to purchase one share of Stock upon the exercise of an Option granted under this Plan. 2.14. Parent Corporation -- means any corporation which is a parent of Rock-Tenn within the meaning of ss. 424(e) of the Code. 2.15. Plan -- means this Rock-Tenn Company 1993 Employee Stock Option Plan, as amended from time to time. -3- 7 2.16. Rock-Tenn-- means Rock-Tenn Company, a Georgia corporation, and any successor to such corporation. 2.17. Rule 16b-3 -- means Rule 16b-3 to Section 16(b) of the Exchange Act or any successor to such rule. 2.18. Stock -- means $0.01 par value Class A common stock of Rock-Tenn. 2.19. Subsidiary -- means a corporation which is a subsidiary corporation (within the meaning of ss. 424(f) of the Code) of Rock-Tenn. 2.20. Ten Percent Shareholder -- means a person who owns (after taking into account the attribution rules of ss. 424(d) of the Code) more than ten percent of the total combined voting power of all classes of stock of either Rock-Tenn, a Subsidiary or a Parent Corporation. ss. 3. SHARES RESERVED UNDER PLAN There shall be 2,000,000 shares of Stock reserved for use under this Plan. All such shares of Stock shall be reserved to the extent that Rock-Tenn deems appropriate from authorized but unissued shares of Stock and from shares of Stock which have been reacquired by Rock-Tenn. Furthermore, any shares of Stock subject to an Option which remain unissued after the cancellation, expiration or exchange of such Option shall again become available for use under this Plan, and any shares of Stock used to satisfy a withholding obligation under ss. 16.3 shall not again become available for use under this Plan. -4- 8 ss. 4. EFFECTIVE DATE The effective date of this Plan shall be the date of its adoption by the Board, provided the shareholders of Rock-Tenn (acting at a duly called meeting of such shareholders) approve such adoption within twelve (12) months of such effective date and such approval satisfies the requirements for shareholder approval under Rule 16b-3. If such effective date comes before such shareholder approval, any Option granted under this Plan before such date automatically shall be granted subject to such approval. ss. 5. COMMITTEE This Plan shall be administered by the Committee. The Committee acting in its absolute discretion shall exercise such powers and take such action as expressly called for under this Plan and, further, the Committee shall have the power to interpret this Plan and (subject to ss. 13, ss. 14 and ss. 15 and Rule 16b-3) to take such other action in the administration and operation of this Plan as the Committee deems equitable under the circumstances, which action shall be binding on Rock-Tenn, on each affected Key Employee and on each other person directly or indirectly affected by such action. ss. 6. ELIGIBILITY Key Employees who are employed by Rock-Tenn or a Subsidiary shall be eligible for the grant of ISOs and NQOs. All other Key Employees shall only be eligible for the grant of NQOs. -5- 9 ss. 7. OPTIONS 7.1. Committee Action. The Committee acting in its absolute discretion shall have the right to grant Options to Key Employees under this Plan from time to time to purchase shares of Stock and, further, shall have the right to grant new Options in exchange for outstanding Options which have a higher or lower Option Price; provided, however, that (1) no grants of ISOs shall be made to Key Employees who are not employed by Rock-Tenn or a Subsidiary and (2) the total Fair Market Value of Stock subject to Options granted to a Key Employee during any calendar year (as determined as of the date such Options are granted) shall not exceed 5 times the Key Employee's base salary in effect as of the first day of such calendar year. Each grant of an Option to a Key Employee shall be evidenced by an Option Certificate, and each Option Certificate shall set forth whether the Option is an ISO or a NQO and shall set forth such other terms and conditions of such grant as the Committee acting in its absolute discretion deems consistent with the terms of this Plan; however, if the Committee grants an ISO and a NQO to a Key Employee on the same date, the right of the Key Employee to exercise one such Option shall not be conditioned on his or her failure to exercise the other such Option. 7.2. $100,000 Limit. To the extent that the aggregate Fair Market Value of Stock (determined as of the date the ISO is granted) with respect to which ISOs first become exercisable in any calendar year exceeds $100,000, such Options shall be treated as NQOs. The Fair Market Value of Stock subject to any other option (determined as the date such option was granted) which (1) satisfies the requirements of ss. 422 of the Code -6- 10 and (2) is granted to a Key Employee under a plan maintained by Rock-Tenn, a Subsidiary or a Parent Corporation shall be treated (for purposes of this $100,000 limitation) as if granted under this Plan. The Committee shall interpret and administer the limitation set forth in this ss. 7.2 in accordance with ss. 422(d) of the Code. ss. 8. OPTION PRICE The Option Price for each share of Stock subject to an Option which is granted to a Key Employee shall be no less than the Fair Market Value of a share of Stock on the date the Option is granted; provided, however, if the Option is an ISO granted to a Key Employee who is a Ten Percent Shareholder, the Option Price for each share of Stock subject to such ISO shall be no less than 110% of the Fair Market Value of a share of Stock on the date such ISO is granted. The Option Price shall be payable in full upon the exercise of any Option, and at the discretion of the Committee an Option Certificate can provide for the payment of the Option Price either in cash, by check or in Stock acceptable to the Committee or in any combination of cash, check and Stock acceptable to the Committee. Any payment made in Stock shall be treated as equal to the Fair Market Value of such Stock on the date the properly endorsed certificate for such Stock is delivered to the Committee or its delegate. ss. 9. EXERCISE PERIOD Each Option granted under this Plan to a Key Employee shall be exercisable in whole or in part at such time or times as set forth in the related Option Certificate, but -7- 11 no Option Certificate shall make an Option granted to a Key Employee exercisable after the earlier of (1) the date such Option is exercised in full, or (2) the date which is the fifth anniversary of the date the Option is granted, if the Option is an ISO and the Key Employee is a Ten Percent Shareholder on the date the Option is granted, or (3) the date which is the tenth anniversary of the date the Option is granted, if the Option is (a) an NQO or (b) an ISO which is granted to a Key Employee who is not a Ten Percent Shareholder on the date the Option is granted. An Option Certificate may provide for the exercise of an Option after the employment of a Key Employee has terminated for any reason whatsoever, including death or disability. ss. 10. NONTRANSFERABILITY No Option granted under this Plan shall be transferable by a Key Employee other than by will or by the laws of descent and distribution, and any such Option shall be exercisable during the lifetime of a Key Employee only by such Key Employee. The person or persons to whom an Option is transferred by will or by the laws of descent and distribution thereafter shall be treated as the Key Employee under this Plan. ss. 11. SECURITIES REGISTRATION Each Option Certificate shall provide that, upon the receipt of shares of Stock -8- 12 as a result of the exercise of an Option, the Key Employee shall, if so requested by Rock- Tenn, hold such shares of Stock for investment and not with a view of resale or distribution to the public and, if so requested by Rock-Tenn, shall deliver to Rock-Tenn a written statement satisfactory to Rock-Tenn to that effect. As for Stock issued pursuant to this Plan, Rock-Tenn at its expense shall take such action as it deems necessary or appropriate to register the original issuance of such Stock to a Key Employee under the Securities Act of 1933, as amended, or under any other applicable securities laws or to qualify such Stock for an exemption under any such laws prior to the issuance of such Stock to a Key Employee; however, Rock-Tenn shall have no obligation whatsoever to take any such action in connection with the transfer, resale or other disposition of such Stock by a Key Employee. ss. 12. LIFE OF PLAN No Option shall be granted under this Plan on or after the earlier of (1) the tenth anniversary of the effective date of this Plan (as determined under ss. 4 of this Plan), in which event this Plan otherwise thereafter shall continue in effect until all outstanding Options have been exercised in full or no longer are exercisable, or (2) the date on which all of the Stock reserved under ss. 3 of this Plan has (as a result of the exercise of Options granted under this Plan) been issued or no longer is available for use under this Plan, in which event this Plan also shall terminate on such date. -9- 13 ss. 13. ADJUSTMENT The number, kind or class (or any combination thereof) of shares of Stock reserved under ss. 3 of this Plan, and the number, kind or class (or any combination thereof) of shares of Stock subject to Options granted under this Plan and the Option Price of such Options shall be adjusted by the Board in an equitable manner to reflect any change in the capitalization of Rock-Tenn, including, but not limited to, such changes as stock dividends or stock splits. Furthermore, the Board shall have the right to adjust (in a manner which satisfies the requirements of ss. 424(a) of the Code) the number, kind or class (or any combination thereof) of shares of Stock reserved under ss. 3 of this Plan, and the number, kind or class (or any combination thereof) of shares subject to Options granted under this Plan and the Option Price of such Options in the event of any corporate transaction described in ss. 424(a) of the Code which provides for the substitution or assumption of such Options in order to take into account on an equitable basis the effect of such transaction. If any adjustment under this ss. 13 would create a fractional share of Stock or a right to acquire a fractional share of Stock, such fractional share shall be disregarded and the number of shares of Stock reserved under this Plan and the number subject to any Options under this Plan shall be the next lower number of shares of Stock, rounding all fractions downward. An adjustment made under this ss. 13 by the Board shall be conclusive and binding on all affected persons and, further, shall not constitute an increase in "the number of shares reserved under ss. 3" within the meaning of ss. 15(1)(a) of this Plan. -10- 14 ss. 14. SALE OR MERGER OF ROCK-TENN; CHANGE IN CONTROL 14.1. Sale or Merger. If Rock-Tenn agrees to sell all or substantially all of its assets for cash or property or for a combination of cash and property or agrees to any merger, consolidation, reorganization, division or other corporate transaction in which Stock is converted into another security or into the right to receive securities or property and such agreement does not provide for the assumption or substitution of the Options granted under this Plan in accordance with ss. 14 on a basis that is fair and equitable to holders of such Options as determined by the Board, each Option granted to a Key Employee at the direction and discretion of the Board may (subject to such conditions, if any, as the Board deems appropriate under the circumstances) be cancelled unilaterally by Rock-Tenn if he or she then has the right (for a reasonable period of time) to exercise his or her outstanding Option in full on any date before the date as of which the Board unilaterally cancels such Option in full. 14.2. Change in Control. If there is a Change in Control of Rock-Tenn or a tender or exchange offer is made for Stock other than by Rock-Tenn, the Board thereafter shall have the right to take such action with respect to any unexercised Options granted to Key Employees, or all such Options, as the Board deems appropriate under the circumstances to protect the interest of Rock-Tenn (and Key Employees to whom outstanding Options have been granted) in maintaining the integrity of such grants under this Plan. The Board shall have the right to take different action under this ss. 14.2 with respect to different Key Employees or different groups of Key Employees, as the Board -11- 15 deems appropriate under the circumstances. ss. 15. AMENDMENT OR TERMINATION This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, (1) no such amendment shall be made absent the approval of the shareholders of Rock-Tenn to the extent Rock-Tenn determines such approval is required under ss. 162(m) of the Code or such approval is required under ss. 422 of the Code (a) to increase the number of shares of stock reserved under ss. 3, or (b) to change the class of employees eligible for Options under ss. 6, (2) at such time as Rock-Tenn becomes subject to the reporting requirements of Section 16(a) of the Exchange Act and to the extent shareholder approval is required in order for the exemption set forth in Rule 16b-3 to be available in respect of Options granted pursuant to this Plan, the Board shall not amend this Plan absent the approval of the shareholders of Rock-Tenn in accordance with Rule 16b-3, (a) to increase materially (within the meaning of Rule 16b-3) the benefits accruing to any Insider under this Plan, (b) to increase materially (within the meaning of Rule 16b-3) the number of securities which may be issued under this Plan to Insiders, or (c) otherwise modify materially (within the meaning of Rule 16b-3) the requirements -12- 16 as to eligibility by Insiders for participation in this Plan, and (3) no provision of this Plan shall be amended more than once every six months if amending such provision would result in the loss of an exemption under Rule 16b-3. The Board also may suspend the granting of Options under this Plan at any time and may terminate this Plan at any time; provided, however, the Board shall not have the right unilaterally to modify, amend or cancel any Option granted before such suspension or termination (except to the extent expressly provided in ss. 13 and ss. 14 of this Plan) unless (1) the Key Employee consents in writing to such modification, amendment or cancellation or (2) there is a dissolution or liquidation of Rock-Tenn. ss. 16. MISCELLANEOUS 16.1. Shareholder Rights. No Key Employee shall have any rights as a shareholder of Rock-Tenn as a result of the grant of an Option under this Plan or his or her exercise of such Option pending the actual delivery of the Stock subject to such Option to such Key Employee. 16.2. No Contract of Employment. The grant of an Option to a Key Employee under this Plan shall not constitute a contract of employment or a right to continue to serve on the Board and shall not confer on a Key Employee any rights upon his or her termination of employment or service in addition to those rights, if any, expressly set forth in the Option Certificate which evidences his or her Option. -13- 17 16.3. Withholding. The exercise of any Option granted under this Plan shall constitute a Key Employee's full and complete consent to whatever action the Committee deems necessary to satisfy the federal and state tax withholding requirements, if any, which the Committee in its discretion deems applicable to such exercise. The Committee also shall have the right to provide in an Option Certificate that a Key Employee may elect to satisfy federal and state tax withholding requirements through a reduction in the number of shares of Stock actually transferred to him or to her under this Plan, and if the Employee is subject to the reporting requirements under Section 16 of the Exchange Act, any such election and any such reduction shall be effected so as to satisfy the conditions to the exemption under Rule 16b-3. 16.4. Construction. This Plan shall be construed under the laws of the State of Georgia. 16.5. Other Conditions. Each Option Certificate may require that a Key Employee (as a condition to the exercise of an Option) enter into any agreement or make such representations prepared by Rock-Tenn, including any agreement which restricts the transfer of Stock acquired pursuant to the exercise of an Option or provides for the repurchase of such Stock by Rock-Tenn under certain circumstances. -14- 18 IN WITNESS WHEREOF, Rock-Tenn Company has caused its duly authorized officer to execute this Plan this day of December, 1993 to evidence its adoption of this Plan. ROCK-TENN COMPANY By: ----------------------------------------- Title: -------------------------------------- -15- EX-99.2 5 ROCK-TENN COMPANY ES0P AS AMENDED AND RESTATED 1 EXHIBIT 99.2 AMENDMENT NUMBER ONE TO THE ROCK-TENN COMPANY 1993 EMPLOYEE STOCK OPTION PLAN The Rock-Tenn Company 1993 Employee Stock Option Plan is hereby amended effective December 3, 1998, subject to shareholder approval on January 28, 1999 as follows: ss. 1. ss. 3, Shares Reserved Under Plan, hereby is amended to add 1,500,000 shares to the number of shares which remain available for grant under such section on December 2, 1998 by deleting the first sentence in such section and by inserting the following as the first sentence in such section: "As of December 3, 1998, there shall be reserved for use under this Plan 1,500,000 shares of Stock plus the number of shares of Stock remaining for use under this Plan on December 2, 1998." ss. 2. ss. 7.1 hereby is amended by deleting Section 7.1(2) at the end of the first sentence in such subsection and by substituting the following at the end of the first sentence in such subsection: "(2) no Key Employee in any calendar year shall be granted an Option to purchase more than 100,000 shares of Stock unless the Key Employee is an individual not previously employed by Rock-Tenn or an affiliate or a Subsidiary in which event such Key Employee may be granted an Option to purchase up to 300,000 shares of Stock in the calendar year he or she is first so employed to induce him or her to become an employee of Rock-Tenn." 2 ss. 3. ss. 2.4 hereby is amended by substituting the term "non-employee director" for the term "disinterested person" in each place it appears in such subsection. ss. 4. ss. 2.7 hereby is amended by deleting the existing text and inserting the following: "[Reserved for future use.]" ss. 5. ss. 4, Effective Date, hereby is amended by deleting the phrase "and such approval satisfies the requirements for shareholder approval under Rule 16b-3" at the end of the first sentence in such section. ss. 6. ss. 13, Adjustment, hereby is amended by inserting after the phrase "under ss. 3 of this Plan," the phrase "the annual grant caps described in ss. 7 of this Plan," in the first sentence of such section. ss. 7. ss. 16.3 hereby is amended by deleting the phrase ", and if the Employee is subject to the reporting requirements under Section 16 of the Exchange Act, any such election and any such reduction shall be effected so as to satisfy the conditions to the exemption under Rule 16b-3" at the end of the last sentence in such subsection. ROCK-TENN CORPORATION BY: ------------------------- -2- EX-99.3 6 ROCK-TENN 1993 EMPLOYEE STOCK PURCHASE PLAN 1 EXHIBIT 99.3 ROCK-TENN COMPANY 1993 EMPLOYEE STOCK PURCHASE PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1998 2 TABLE OF CONTENTS
Section Page - ------- ---- ss. 1. Purpose ........................................................ 1 ss. 2. Amendment and Restatement....................................... 1 ss.3. Definitions .................................................... 1 3.1 Account................................................ 1 3.2 Authorization.......................................... 1 3.3 Board.................................................. 2 3.4 Code................................................... 2 3.5 Eligible Employee...................................... 2 3.6 Exercise Date.......................................... 2 3.7 Offering Period........................................ 3 3.8 Option Price........................................... 3 3.9 Participant............................................ 3 3.10. Participating Employer................................. 3 3.11 Plan................................................... 4 3.12 Plan Administrator..................................... 4 3.13 Purchase Period........................................ 4 3.14 Rock-Tenn.............................................. 4 3.15 Share Limit............................................ 4 3.16 Stock.................................................. 5 3.17 Subsidiary............................................. 5 ss. 4. Offerings....................................................... 5 ss. 5. Stock Available for Options..................................... 5 ss. 6. Administration.................................................. 6 ss. 7. Participation................................................... 6 ss.8. Payroll Deductions.............................................. 8 (a) Initial Authorization.................................. 8 (b) Subsequent Authorization............................... 8 (c) Account Credits, General Assets and Taxes.............. 9 (d) No Cash Payments....................................... 9
3 ss.9. Granting of Option............................................. 9 (a) General Rule.......................................... 9 (b) Statutory Limitation.................................. 10 (c) Available Shares of Stock............................. 10 ss.10. Exercise of Option............................................. 11 (a) General Rule.......................................... 11 (b) Partial Exercise...................................... 11 (c) Automatic Refund...................................... 11 ss. 11. Delivery....................................................... 11 ss. 12. Voluntary Account Withdrawal................................... 12 ss. 13. Termination of Employment...................................... 13 ss. 14. Transferability................................................ 13 ss. 15. Adjustment..................................................... 14 ss. 16. Securities Registration........................................ 14 ss. 17. Amendment or Termination....................................... 15 ss. 18. Notices........................................................ 16 ss. 19. Employment..................................................... 16 ss. 20. Headings, References and Construction.......................... 16
ii 4 ss. 1. Purpose The primary purpose of this Plan is to encourage Stock ownership by each Eligible Employee of Rock-Tenn and each Subsidiary in the belief that such ownership will increase his or her interest in the success of Rock-Tenn and will provide an additional incentive for him or her to remain in the employ of Rock-Tenn or such Subsidiary. Rock-Tenn intends that this Plan constitute an "employee stock purchase plan" within the meaning of ss. 423 of the Code and, further, intends that any ambiguity in this Plan or any related offering be resolved to effect such intent. ss. 2. Amendment and Restatement This Plan was first effective as of January 1, 1994 and has been amended and restated effective as of January 1, 1998 primarily to increase the shares of Stock available for purchase from Rock-Tenn pursuant to the terms of this Plan. ss. 3. Definitions 3.1. The term Account shall mean the separate bookkeeping account which shall be established and maintained by the Plan Administrator (or its delegate) for each Participant for each Purchase Period to record the payroll deductions made on his or her behalf to purchase Stock under this Plan. 3.2. The term Authorization shall mean the participation election and payroll deduction authorization form which an Eligible Employee shall be required to properly complete in writing and timely file with the Plan Administrator (or its delegate) before the end of an Offering Period in order to participate in this Plan for the related Purchase Period. 3.3. The term Board shall mean the Board of Directors of Rock-Tenn. 3.4. The term Code shall mean the Internal Revenue Code of 1986, as amended. 5 3.5. The term Eligible Employee shall mean each employee of Rock-Tenn or a Subsidiary except-- (a) an employee who has been employed less than two years (within the meaning of the Code ss. 423(b)(4)(A)) by Rock-Tenn or such Subsidiary, (b) an employee who customarily is employed (within the meaning of Code ss. 423(b)(4)(B)) 20 hours or less per week by Rock-Tenn or such Subsidiary, (c) an employee who (after completing at least two years of employment as an employee of Rock-Tenn or such Subsidiary) customarily is employed (within the meaning of Code ss. 423(b)(4)(C)) for not more than 5 months in any calendar year by Rock-Tenn or such Subsidiary, and (d) an employee who would own (immediately after the grant of an option under this Plan) stock possessing 5% or more of the total combined voting power or value of all classes of stock of Rock-Tenn based on the rules set forth in ss. 423(b)(3) and ss. 424 of the Code. 3.6. The term Exercise Date shall mean for each Purchase Period the last day of such Purchase Period. 3.7. The term Offering Period shall mean a period which (1) shall be set by the Board or its delegate, (2) shall come before the related Purchase Period and (3) shall continue for no more than 30 days. 3.8. The term Option Price shall mean for each Purchase Period the lesser of 85% of the average of the high and low sales prices for a share of Stock on the first day of such Purchase Period or 85% of the average of the high and low sales prices for a share of Stock on the last day of such Purchase Period, as such high and low prices 6 are reported in The Wall Street Journal or in any successor to The Wall Street Journal or, if there is no such successor, any similar trade publication selected by the Plan Administrator (or its delegate) or, if the Plan Administrator (or its delegate) makes no such selection, as such prices are determined in good faith by the Plan Administrator (or its delegate); provided, if no such prices are so reported for any such day, the average of the high and low sales prices for such day shall be deemed to be the average of the high and low sales prices for a share of Stock which was so reported on the most recent day before such day. 3.9. The term Participant shall mean for each Purchase Period an Eligible Employee who has satisfied the requirements set forth in ss. 7 of this Plan for such Purchase Period. 3.10. The term Participating Employer shall for each Participant, as of any date, mean Rock-Tenn or a Subsidiary, whichever employs such Participant as of such date. 3.11. The term Plan shall mean this Rock-Tenn Company 1993 Employee Stock Purchase Plan as amended and restated effective as of January 1, 1998 and as thereafter amended from time to time. 3.12. The term Plan Administrator shall mean the person or persons appointed by the Board to administer this Plan. 3.13. The term Purchase Period shall mean a 3 month period which shall begin on a date (within the 15 day period which immediately follows the end of the related Offering Period) set by the Board or its delegate on or before the beginning of the related Offering Period. 3.14. The term Rock-Tenn shall mean Rock-Tenn Company, a corporation incorporated under the laws of the State of Georgia, and any successor to Rock-Tenn. 3.15. The term Share Limit shall mean for each Purchase Period a number of shares of Stock (including a fractional share of Stock) determined by the Plan Administrator (or its delegate) by dividing $5,312.50 by 85% of the average of the high 7 and low sales prices for a share of Stock on the first day of such Purchase Period as such high and low prices are reported in The Wall Street Journal or any successor to The Wall Street Journal or, if there is no successor, any similar trade publication selected by the Plan Administrator (or its delegate) or, if the Plan Administrator (or its delegate) makes no such selection, as such prices are determined in good faith by the Plan Administrator (or its delegate); provided, if no such prices are so reported for any such day, the average of the high and the low sales prices for such day shall be deemed to be the average of the high and the low sales prices for a share of Stock which was so reported on the most recent day before such day. 3.16. The term Stock shall mean the $0.01 par value Class A Common Stock of Rock-Tenn. 3.17. The term Subsidiary shall mean each corporation (1) which is in an unbroken chain of corporations beginning with Rock-Tenn in which each corporation in such chain (except for the last corporation in such chain) owns stock possessing 80% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain and (2) which the Plan Administrator (or its delegate) has designated as eligible to participate in this Plan. ss. 4. Offerings Options to purchase shares of Stock shall be offered to Participants in accordance with this Plan from time to time at the discretion of the Plan Administrator (or its delegate); provided, however, there shall be no more than one Offering Period in effect at any time and no more than one Purchase Period in effect at any time. ss. 5. Stock Available for Options There shall be 1,260,000 shares of Stock available under this Plan, 600,000 shares of Stock of which shall be attributable to this Plan as in effect on December 31, 8 1997. Such shares of Stock shall be available for purchase from Rock-Tenn upon the exercise of options granted under ss. 9 of this Plan, and any shares of Stock which are subject to options granted as of the first day of a Purchase Period but which are not purchased on the related Exercise Date shall again become available under this Plan. ss. 6. Administration The Plan Administrator shall be responsible for the administration of this Plan and shall have the power in connection with such administration to interpret this Plan and to take such other action in connection with such administration as the Plan Administrator deems necessary or equitable under the circumstances. The Plan Administrator also shall have the power to delegate the duty to perform such administrative functions as the Plan Administrator deems appropriate under the circumstances. Any person to whom the duty to perform an administrative function is delegated shall act on behalf of and shall be responsible to the Plan Administrator for such function. Any action or inaction by or on behalf of the Plan Administrator under this Plan shall be final and binding on each Eligible Employee, each Participant and on each other person who makes a claim under this Plan based on the rights, if any, of any such Eligible Employee or Participant under this Plan. ss. 7. Participation Each person who is an Eligible Employee on the first day of an Offering Period shall satisfy the requirements to be a Participant in this Plan for the related Purchase Period if (1) he or she properly completes in writing and files an Authorization with the Plan Administrator (or its delegate) on or before the last day of such Offering Period to purchase shares of Stock pursuant to the option granted under ss. 9, and 9 (2) his or her employment as an Eligible Employee continues throughout the period which begins on the first day of such Offering Period and ends on the first day of the related Purchase Period, and his or her employment as an Eligible Employee shall not be treated as interrupted by a transfer directly between Rock-Tenn and any Subsidiary or between one Subsidiary and another Subsidiary. An Authorization shall require an Eligible Employee to provide such information and to take such action as the Plan Administrator (or its delegate) in his or her discretion deems necessary or helpful to the orderly administration of this Plan, including specifying (in accordance with ss. 9) his or her payroll deductions to purchase shares of Stock pursuant to the option granted under ss. 9 and whether he or she desires such Authorization to remain in effect for one or more than one Purchase Period. A Participant's status as such shall terminate for a Purchase Period (for which he or she has an effective Authorization) at such time as his or her Account has been withdrawn under ss. 12 or ss. 13 or the purchases and distributions contemplated under ss. 10 with respect to his or her Account have been completed, whichever comes first. ss. 8. Payroll Deductions (a) Initial Authorization. Each Participant's Authorization made under ss. 7 shall specify the specific dollar amount which he or she authorizes his or her Participating Employer to deduct from his or her compensation each pay period (as such pay period is determined in accordance with his or her Participating Employer's standard payroll policies and practices) during the Purchase Period for which such Authorization is in effect to purchase shares of Stock pursuant to the option granted under ss. 9, provided 10 (1) the total of such dollar amount shall not be less than $15.00 if such Participant is on a Participating Employer's weekly payroll or the equivalent of such figure if such Participant is on any other payroll, provided that the aggregate amount deducted from his or her compensation during any Purchase Period shall not be less than $195 and such Participating Employer shall make adjustments to amounts deducted from a Participant's compensation in any pay period to the extent necessary to comply with this restriction; and (2) the total of such dollar amount shall not be more than $5,312.50 (or such lower amount as is set from time to time by the Plan Administrator (or its delegate)). (b) Subsequent Authorization. A Participant shall have the right to make one amendment to an Authorization after the end of an Offering Period to reduce or to stop the payroll deductions which he or she previously had authorized for the related Purchase Period, and such reduction shall be effective as soon as practicable after the Plan Administrator (or its delegate) actually receives such amended Authorization. (c) Account Credits, General Assets and Taxes. All payroll deductions made for a Participant shall be credited to his or her Account as of the pay day as of which the deduction is made. All payroll deductions shall be held by Rock-Tenn, by Rock-Tenn's agent or by one, or more than one, Subsidiary (as determined by the Plan Administrator (or its delegate)) as part of the general assets of Rock-Tenn or any such Subsidiary, and each Participant's right to the payroll deductions credited to his or her Account shall be those of a general and unsecured creditor. Rock-Tenn, Rock-Tenn's agent or such Subsidiary shall have the right to withhold on payroll deductions to the extent such person deems necessary or appropriate to satisfy applicable tax laws. 11 (d) No Cash Payments. A Participant may not make any contribution to his or her Account except through payroll deductions made in accordance with this ss. 8. ss. 9. Granting of Option (a) General Rule. Subject to ss. 9(b) and ss. 9(c), each person who is a Participant for a Purchase Period automatically shall be granted by operation of this Plan an option as of the first day of such Purchase Period to purchase the number of shares of Stock (including any fractional share of Stock) equal to the Share Limit as determined by the Plan Administrator (or its delegate) for such Purchase Period. Each such option shall be exercisable only in accordance with the terms of this Plan. (b) Statutory Limitation. No option granted by operation of this Plan to any Eligible Employee under ss. 9(a) shall permit his or her rights to purchase shares of Stock under this Plan or under any other employee stock purchase plan (within the meaning of ss. 423 of the Code) or any other shares of Stock under any other employee stock purchase plans (within the meaning of ss. 423 of the Code) of Rock-Tenn and any of its subsidiaries (within the meaning of ss. 424(f) of the Code) to accrue (within the meaning of ss. 423(b)(8) of the Code) at a rate which exceeds $25,000 of the fair market value of such Stock for any calendar year. Such fair market value shall be determined as of the first day of the Purchase Period for which the option is granted. (c) Available Shares of Stock. If the number of shares of Stock available for purchase for any Purchase Period is insufficient to cover the number of shares which Participants have elected to purchase through effective Authorizations, then each Participant's option to purchase shares of Stock for such Purchase Period shall be reduced to the number of shares of Stock (including any fractional share) which the Plan Administrator (or its delegate) shall determine by multiplying the number of shares 12 of Stock available for options for such Purchase Period by a fraction, the numerator of which shall be the number of shares of Stock for which such Participant would have been granted an option under ss. 9(a) if sufficient shares were available and the denominator of which shall be the total number of shares of Stock for which options would have been granted to all Participants under ss. 9(a) if sufficient shares were available. ss. 10. Exercise of Option (a) General Rule. Unless a Participant files an amended Authorization under ss. 10(b) or ss. 12 on or before the Exercise Date for a Purchase Period for which he or she has an effective Authorization, his or her option shall be exercised automatically on such Exercise Date for the purchase of as many shares of Stock (including any fractional share) subject to such option as the balance credited to his or her Account as of that date will purchase at the Option Price for such shares of Stock if he or she also is an Eligible Employee on such Exercise Date. (b) Partial Exercise. A Participant may file an amended Authorization under this ss. 10 with the Plan Administrator (or its delegate) on or before an Exercise Date to elect, effective as of such Exercise Date, to exercise his or her option with respect to a specific dollar amount (which is less than the aggregate amount of payroll deductions made by such Participant pursuant to ss. 8), and any such amended Authorization shall be effective only if such Participant is an Eligible Employee on such Exercise Date. (c) Automatic Refund. If a Participant's Account has a remaining balance after his or her option has been exercised as of an Exercise Date under this ss. 10, such balance automatically shall be refunded to the Participant in cash (without interest) as soon as practicable following such Exercise Date. 13 ss. 11. Delivery A stock certificate representing any shares of Stock purchased upon the exercise of an option under this Plan shall be held for, or at the Participant's direction and expense, delivered to the Participant and shall be registered in (1) his or her name or, if the Participant so directs on his or her Authorization filed with the Plan Administrator (or its delegate) on or before the Exercise Date for such option and if permissible under applicable law, (2) the names of the Participant and one such other person as may be designated by the Participant, as joint tenants with rights of survivorship; provided, however, Rock-Tenn shall not have any obligation to deliver a certificate to a Participant which represents a fractional share of Stock. No Participant (or any person who makes a claim through a Participant) shall have any interest in any shares of Stock subject to an option until such option has been exercised and the related shares of Stock actually have been delivered to such person or have been transferred to an account for such person at a broker-dealer designated by the Plan Administrator (or its delegate). ss. 12. Voluntary Account Withdrawal A Participant may elect to withdraw the entire balance credited to his or her Account for a Purchase Period by completing in writing and filing an amended Authorization with the Plan Administrator (or its delegate) on or before the Exercise Date for such period. If a Participant makes such a withdrawal election, such balance shall be paid to him or her in cash (without interest) as soon as practicable after such amended Authorization is filed, and no further payroll deductions shall be made on his or her behalf for the remainder of such Purchase Period. If a Participant dies on or before an Exercise Date and the Plan Administrator (or its delegate) has timely notice of his or her death, the Plan Administrator (or its delegate) shall deem such Participant to have elected to withdraw the entire balance credited to his or her Account under this ss. 12. 14 ss. 13. Termination of Employment If a Participant's employment as an Eligible Employee terminates on or before the Exercise Date for a Purchase Period for any reason whatsoever, his or her Account shall be distributed as soon as practicable as if he or she had elected to withdraw his or her Account in cash under ss. 12 immediately before the date his or her employment had so terminated. However, if a Participant is transferred directly between Rock-Tenn and a Subsidiary or between one Subsidiary and another Subsidiary while he or she has an Authorization in effect, his or her employment shall not be treated as terminated merely by reason of such transfer and any such Authorization shall (subject to all the terms and conditions of this Plan) remain in effect after such transfer. ss. 14. Transferability Neither the balance credited to a Participant's Account nor any rights to the exercise of an option or to receive shares of Stock under this Plan may be assigned, encumbered, alienated, transferred, pledged, or otherwise disposed of in any way by a Participant during his or her lifetime or by any other person during his or her lifetime, and any attempt to do so shall be without effect; provided, however, that the Plan Administrator (or its delegate) in its absolute discretion may treat any such action as an election by a Participant to withdraw the balance credited to his or her Account in accordance with ss. 12. ss. 15. Adjustment The number of shares of Stock covered by outstanding options granted pursuant to this Plan and the related Option Price and the number of shares of Stock available under this Plan shall be adjusted by the Board in an equitable manner to reflect any change in the capitalization of Rock-Tenn, including, but not limited to such changes as dividends paid in the form of Stock or Stock splits. Furthermore, the Board 15 shall adjust (in a manner which satisfies the requirements of ss. 424(a) of the Code) the number of shares of Stock available under this Plan and the number of shares of Stock covered by options granted under this Plan and the related Option Prices in the event of any corporate transaction described in ss. 424(a) of the Code. Any such adjustment under this ss. 15 may create fractional shares of Stock or a right to acquire a fractional share. An adjustment made under this ss. 15 by the Board shall be conclusive and binding on all affected persons. ss. 16. Securities Registration If Rock-Tenn shall deem it necessary to register under the Securities Act of 1933, as amended, or any other applicable statutes any shares of Stock with respect to which an option shall have been exercised under this Plan or to qualify any such shares of Stock for an exemption from any such statutes, Rock-Tenn shall take such action at its own expense before delivery of the certificate representing such shares of Stock. If shares of Stock are listed on any national stock exchange at the time an option to purchase shares of Stock is exercised under this Plan, Rock-Tenn whenever required shall register shares of Stock for which such option is exercised under the Securities Exchange Act of 1934, as amended, and shall make prompt application for the listing on such national stock exchange of such shares, all at the expense of Rock-Tenn. ss. 17. Amendment or Termination This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate in light of, and consistent with, ss. 423 of the Code and the laws of the State of Georgia, and any such amendment shall be subject to the approval of Rock-Tenn's shareholders to the extent such approval is required under ss. 423 of the Code or the laws of the State of Georgia or to the extent such approval is required to meet the security holder approval requirements under Rule 16 16b-3 under the Securities Exchange Act of 1934, as amended. However, no provision of this Plan shall be amended more than once every 6 months if amending such provision more frequently would result in the loss of an exemption under Section 16(b) of the Securities Exchange Act of 1934, as amended. The Board also may terminate this Plan or any offering made under this Plan at any time; provided, however, the Board shall not have the right to modify, cancel, or amend any option outstanding after the beginning of a Purchase Period unless (1) each Participant consents in writing to such modification, amendment or cancellation, (2) such modification only accelerates the Exercise Date for the related Purchase Period or (3) the Board acting in good faith deems that such action is required under applicable law. ss. 18. Notices All Authorizations and other communications from a Participant to the Plan Administrator (or its delegate) under, or in connection with, this Plan shall be deemed to have been filed with the Plan Administrator (or its delegate) when actually received in the form specified by the Plan Administrator (or its delegate) at the location, or by the person, designated by the Plan Administrator (or its delegate) for the receipt of such Authorizations and communications. ss. 19. Employment No offer under this Plan shall constitute an offer of employment, and no acceptance of an offer under this Plan shall constitute an employment agreement. Any such offer or acceptance shall have no bearing whatsoever on the employment relationship between any Eligible Employee and Rock-Tenn or any subsidiary of Rock-Tenn, including a Subsidiary. Finally, no Eligible Employee shall be induced to participate in this Plan by the expectation of employment or continued employment. 17 ss. 20. Headings, References and Construction The headings to sections in this Plan have been included for convenience of reference only. Except as otherwise expressly indicated, all references to sections (ss.) in this Plan shall be to sections (ss.) of this Plan. This Plan shall be interpreted and construed in accordance with the laws of the State of Georgia. This amended and restated Plan has been executed and shall be effective as of January 1, 1998. ROCK-TENN COMPANY By: ---------------------------------- Title: ------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----