S-8 1 sjd753696ver1.txt MAIN DOCUMENT Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________ UNITED STATIONERS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 36-3141189 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 2200 East Golf Road Des Plaines, Illinois 60016-1267 (Address of Principal Executive (Zip Code) Offices) __________ United Stationers Inc. 2000 Management Equity Plan United Stationers Inc. Retention Grant Plan United Stationers Inc. Directors Grant Plan (Full Title of the Plans) __________ Susan Maloney Meyer Senior Vice President, General Counsel and Secretary 2200 East Golf Road Des Plaines, Illinois 60016-1267 (Name and Address of Agent For Service) ___________ (847) 699-5000 (Telephone Number, Including Area Code, of Agent For Service) ____________ Calculation of Registration Fee
Title of Proposed Securities Maximum Proposed Maximum Amount of To Be Title Amount To Be Offering Aggregate Registration Registered of Registered Price Offering Price Fee Plan Per Share Common 2000 3,700,000 $113,383,592.40 $28,345.90 Stock, Manage Shares $30.644 par value ment $.10 per Equity share Plan Common Retent 270,000 $31.225 $8,430,750.00 $2,107.69 Stock, ion Shares par value Grant $.10 per Plan share Common Direct 160,000 $31.225 $4,996,000.00 $1,249.00 Stock, ors Shares par value Grant $.10 per Plan share Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this includes an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to the 2000 Management Equity Plan, Directors Grant Plan and Retention Grant Plan as the result of any future stock split, stock dividend or similar adjustment of United Stationers Inc.'s outstanding Common Stock. In accordance with Sections (c) and (h) (1) of Rule 457 promulgated under the Securities Act, calculated on the basis of the weighted average of (i) the average of the high and low sales prices for Common Stock as reported on the Nasdaq National Market on July 26, 2001, with respect to 2,787,900 shares of Common Stock as to which the exercise price has not been determined under the Management Equity Plan, and (ii) the weighted average exercise price of options to purchase 912,100 shares of Common Stock as to which the exercise price has been determined under the Management Equity Plan. In accordance with Sections (c) and (h) (1) of Rule 457 promulgated under the Securities Act, calculated on the basis of the average of the high and low sales prices for Common Stock as reported on the Nasdaq Market on July 26, 2001.
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by United Stationers Inc. ("Company") with the Securities and Exchange Commission ("Commission") are incorporated herein by reference: A. The Company's most recent Annual Report on Form 10-K filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended ("1934 Act"), which contains audited financial statements of the Company for the fiscal year ended December 31, 2000. B. The Company's Quarterly Reports on Form 10-Q for the quarter ended March 31, 2001. C. The Company's Current Reports on Form 8-K dated January 30, 2001, March 5, 2001, March 19, 2001, March 30, 2001 and April 25, 2001. D. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 2000. E. The description of the Common Stock which is contained in the Company's Registration Statement on Form S-2 (Amendment No. 1) dated October 3, 1997 (File No. 333-34937), including any amendment or report filed for the purpose of updating such description. All documents filed subsequent to the filing date of this Registration Statement with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be incorporated by reference herein modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement except as indicated herein. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel The legality of the securities being registered hereunder has been passed upon by Susan Maloney Meyer, Senior Vice President, General Counsel and Secretary of the Company. Ms. Meyer is a full-time employee of the Company and holds options to purchase shares of the Company's Common Stock. Item 6. Indemnification of Directors and Officers The Company has also entered into indemnification agreements with its directors and certain of its executive officers. The indemnification agreements provide that the Company will indemnify the director or executive officer for all losses or expenses at any time incurred by or assessed against each such person arising out of or in connection with his or her service as a director or officer of the Company or in any capacity for an affiliate of the Company at the request of the Company to the fullest extent permitted by the laws of the State of Delaware. Article Eighth of the Second Restated Certificate of Incorporation (the "Certificate") of the Company provides for the indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware ("DGCL"). Pursuant to the provisions of Section 145 of the DGCL, the Company has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was a director, officer, employee or agent of the Company against any and all expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding. The power to indemnify applies only if such person acted in good faith and in a manner he reasonably believed to be in the best interest, or not opposed to the best interest, of the Company and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Indemnification is not available if such person has been adjudged to have been liable to the Company, unless and only to the extent the court in which such action was brought determines that, despite the adjudication of liability, but in view of all the circumstances, the person is reasonably and fairly entitled to the indemnification for such expenses as the court shall deem proper. The Company has the power to purchase and maintain insurance for such persons. The statutes also expressly provide that the power to indemnify authorized thereby is not exclusive of any rights granted under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. In addition, the DGCL permits and the Company in its Certificate has implemented provisions which limit or eliminate the personal liability of the directors of the Company acting in their capacities as such to the full extent permitted by the DGCL. Article TENTH of the Company's Certificate eliminates a director's liability to the Company and its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for breach of the duty of loyalty, knowing violations of law and certain other matters specified in the DGCL and the Certificate. The Company maintains insurance for the benefit of its directors and officers and certain other persons insuring them against certain liabilities, including liabilities under the securities laws. Item 7. Exemptions from Registration Claimed Not applicable. Item 8. Exhibits The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement. Item 9. Undertakings (i) The undersigned Registrant hereby undertakes: (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (1) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (2) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (3) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; and provided, however, that paragraphs (1) and (2) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in this Registration Statement; and (b) that, for the purpose 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; and (c) 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. (ii) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in this 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. 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 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Des Plaines, State of Illinois, on the 31st day of July, 2001 UNITED STATIONERS INC. By: /s/ Randall W. Larrimore ---------------------------------- Randall W. Larrimore President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Susan Maloney Meyer, his or her attorney-in-fact, for him or her in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date /s/ Frederick B. Hegi, Jr. Chairman of the Board of Directors July 31, 2001 ------------------------- Frederick B. Hegi, Jr. /s/ Randall W. Larrimore Chief Executive Officer, President and Director (Principal Executive Officer) July 31, 2001 ------------------------- Randall W. Larrimore /s/ Eileen A. Kamerick Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) July 31, 2001 ------------------------ Eileen A. Kamerick /s/ Daniel J. Good Director July 31, 2001 ------------------------ Daniel J. Good /s/Ilene S. Gordon Director July 31, 2001 ------------------------ Ilene S. Gordon /s/ Roy W. Haley Director July 31, 2001 ----------------------- Roy W. Haley /s/ Max D. Hopper Director July 31, 2001 ---------------------- Max D. Hopper /s/ Benson P. Shapiro Director July 31, 2001 --------------------- Benson P. Shapiro /s/ Alex D. Zoghlin Director July 31, 2001 --------------------- Alex D. Zoghlin INDEX TO EXHIBITS Exhibit Number Description Page 4.1 United Stationers Inc. 2000 Management Equity Plan (Appendix A to the Company's Definitive Schedule 14-A filed on April 6, 2000). 4.2 United Stationers Inc. Retention Grant Plan . 4.3 United Stationers Inc. Director Grant Plan . 4.4 Second Restated Certificate of Incorporation dated as of November 5, 1998. (Exhibit 3.1 to the Company's Annual Report on Form 10-K filed March 29, 1999). 4.5 Amended and Restated Bylaws dated as of March 24, 1999. (Exhibit 3.2 to the Company's Annual Report on Form 10-K filed March 29, 1999). 4.6 Indenture, dated as of April 15, 1998, among the Company, United Stationers Supply Co. ("USSC") as issuer, Lagasse Bros., Inc., Azerty Incorporated, Positive ID Wholesale Inc., AP Support Services Incorporated, as guarantors, and The Bank of New York, as trustee (Exhibit 4.1 to the Company's Report on Form 8-K filed April 20, 1998). 4.7 Indenture, dated as of May 3, 1995, among the Company, as guarantor, USSC, as issuer, and The Bank of New York, as trustee . 4.8 First Supplemental Indenture, dated as of July 28, 1995, among the Company, USSC and The Bank of New York . 4.9 Second Supplemental Indenture, dated as of April 3, 1998, among the Company, Lagasse Bros., Inc., Azerty Incorporated, Positive ID Wholesale Inc., AP Support Services Incorporated, and The Bank of New York, as trustee (Exhibit 4.4 to the Company's Report on Form 8-K filed April 20, 1998). 4.10 Second Amended and Restated Credit Agreement, dated April 3, 1998, among the Company, USSC, the lenders parties thereto, Chase Securities Inc., as arranger, and the Chase Manhattan Bank, as agent (Exhibit 10.1 to the Company's Report on Form 8-K filed April 20, 1998)(1). 4.11 Second Amended and Restated Security Agreement, dated as of April 3, 1998, between USSC and the Chase Manhattan Bank, as administrative agent (Exhibit 10.2 to the Company's Report on Form 8-K filed April 20, 1998). 4.12 Subsidiary Guarantee and Security Agreement, dated as of April 3, 1998, among Lagasse Bros., Inc., Azerty Incorporated, Positive ID Wholesale Inc., AP Support Services Incorporated and the Chase Manhattan Bank, as administrative agent (Exhibit 10.3 to the Company's Report on Form 8-K filed April 20, 1998). 4.13 Pooling Agreement, dated as of April 3, 1998, among USS Receivables Company, Ltd., USSC, as servicer, and The Chase Manhattan Bank, as trustee (Exhibit 10.4 to the Company's Report on Form 8-K filed April 20, 1998). 4.14 Receivables Sale Agreement, dated as of April 3, 1998, among USSC, as seller, USS Receivables Company, Ltd., and USSC, as servicer (Exhibit 10.6 to the Company's Report on Form 8-K filed April 20, 1998). 4.15 Servicing Agreement, dated as of April 3, 1998, among USS Receivables Company, Ltd., USSC, as servicer, and the Chase Manhattan Bank, as trustee (Exhibit 10.7 to the Company's Report on Form 8-K filed April 20, 1998). 4.16 Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of December 30, 1998. (Exhibit 4.5 to the Company's Annual Report on Form 10-K filed March 29, 1999). 4.17 Amendment No. 2 to Second Amended and Restated Credit Agreement dated as of March 17, 1999. (Exhibit 4.6 to the Company's Annual Report on Form 10-K filed March 29, 1999). 4.18 Amendment No. 3 to Second Amended and Restated Credit Agreement dated as of March 9, 2000. (Exhibit 4.13 to the Company's Annual Report on Form 10-K filed March 29, 2001). 4.19 Third Amended and Restated Credit Agreement dated as of June 29, 2000, among USSC, the Company, the lenders parties thereto, and The Chase Manhattan Bank, as administrative agent. (Exhibit 10.99 to the Company's Form 10-Q filed August 14, 2000). 4.20 Third Amended and Restated Security Agreement, dated June 29, 2000, between USSC and The Chase Manhattan Bank, as administrative agent. (Exhibit 10.990 to the Company's Form 10-Q filed August 14, 2000). 4.21 Amended and Restated Subsidiary Guarantee and Security Agreement, dated June 29, 2000, between each of the Subsidiaries of USSC and the Chase Manhattan Bank, as administrative agent. (Exhibit 10.991 to the Company's Form 10-Q filed August 14, 2000). 4.22 Second Amended and Restated Pledge Agreement, dated June 29, 2000, between the Company and the Chase Manhattan Bank, as administrative agent. (Exhibit 10.992 to the Company's Form 10-Q filed August 14, 2000). 5 Opinion of Susan Maloney Meyer, General Counsel to the Company . 15 Acknowledgment of Ernst & Young LLP . 23.1 Consent of Ernst & Young LLP . 23.2 Consent of Susan Maloney Meyer (included in Exhibit 5). 24.1 Power of Attorney (included on Signature Pages). Incorporated by reference to other prior filings of the Company as indicated. Incorporated by reference to the United Stationers Supply Co. Form S-1 (No. 33-59811), as amended, initially filed with the Commission on June 12, 1995. Filed herewith.