-----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, TaH+C2mKcYgrxo/ejdGcqVRvu08eChC14Q6WGnNrXUyCXG6dKe7/I0HqsuY3bEuc nUpQanIiUOZs/bJzy3O72w== 0000893220-98-001051.txt : 19980601 0000893220-98-001051.hdr.sgml : 19980601 ACCESSION NUMBER: 0000893220-98-001051 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980529 EFFECTIVENESS DATE: 19980529 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLATFELTER P H CO CENTRAL INDEX KEY: 0000041719 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 230628360 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53977 FILM NUMBER: 98634691 BUSINESS ADDRESS: STREET 1: 228 S MAIN ST CITY: SPRING GROVE STATE: PA ZIP: 17362 BUSINESS PHONE: 7172254711 MAIL ADDRESS: STREET 2: 228 S MAIN ST CITY: SPRING GROVE STATE: PA ZIP: 17362 S-8 1 FORM S-8 FOR P.H. GLATFELTER COMPANY 1 As filed with the Securities and Exchange Commission on May 29, 1998 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 P. H. GLATFELTER COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Pennsylvania 23-0628360 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) Spring Grove, Pennsylvania 17362 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) P. H. Glatfelter Company 1992 Key Employee Long-Term Incentive Plan (FULL TITLE OF THE PLAN) Robert S. Wood, Secretary and Treasurer 228 S. Main Street Spring Grove, PA 17362 (NAME AND ADDRESS OF AGENT FOR SERVICE) (717) 225-4711 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: MORRIS CHESTON, JR., ESQUIRE BALLARD SPAHR ANDREWS & INGERSOLL, LLP 1735 MARKET STREET, 51ST FLOOR PHILADELPHIA, PENNSYLVANIA 19103 (215) 665-8500 2 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered (1) Share (2) Price (2) Fee - ---------- -------------- --------- --------- ------------ Common Stock 2,000,000 $.01 par value shares $16.4063 $32,812,500 $9,679.69
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock issuable in the event the number of outstanding shares of the Company is increased by stock split, reclassification, stock dividend and the like. (2) Estimated solely for the purpose of computing the registration fee. In accordance with Securities and Exchange Commission Rule 457(c), the price shown is based on the average of the high and low price per share of Common Stock of the Company on May 28, 1998, $16.4063, as traded on the American Stock Exchange. 2 3 Part I and Items 4-7 and 9 of Part II of P. H. Glatfelter Company's Registration Statement on Form S-8 (File No. 33-49660) are incorporated by reference herein pursuant to General Instruction E of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. - INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 by P. H. Glatfelter Company (the "Company") (File No. 1-3560) are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1997. (b) The Company's Current Report on Form 8-K and Amendment No. 1 thereto on Form 8-K/A dated January 2, 1998. (c) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. Each document filed by the Company subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 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 herein and to be a part hereof from the date of filing of such document. Item 8. - EXHIBITS 4.1 Specimen copy of Common Stock Certificate (incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-8, Reg. No. 33-54409) 4.2 P. H. Glatfelter Company 1992 Key Employee Long-Term Incentive Plan, as amended April 23, 1997 (incorporated by reference to Exhibit A to the Company's Proxy Statement dated March 14, 1997) 5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP 15 Letter regarding unaudited interim financial information 23.1 Consent of Deloitte & Touche LLP 3 4 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5) 24 Power of Attorney (included on signature page) 4 5 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 Spring Grove, Commonwealth of Pennsylvania, on May 29, 1998. P. H. GLATFELTER COMPANY May 29, 1998 By: /s/ R. P. Newcomer ------------------------------------- R. P. Newcomer Senior Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R. P. Newcomer and R. S. Wood and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the 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 full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. 5 6
Signature Title Date - --------- ----- ---- /s/ T. C. Norris Chairman, President, May 29, 1998 - ------------------------- T. C. Norris Chief Executive Officer and Director /s/ G. H. Glatfelter II Senior Vice President May 29, 1998 - ------------------------- G. H. Glatfelter II and Director /s/ R. P. Newcomer Senior Vice President May 29, 1998 - ------------------------- R. P. Newcomer and Chief Financial Officer /s/ C. M. Smith Controller May 29, 1998 - ------------------------- C. M. Smith /s/ R. E. Chappell Director May 29, 1998 - ------------------------- R. E. Chappell /s/ N. DeBenedictis Director May 29, 1998 - ------------------------- N. DeBenedictis /s/ G. H. Glatfelter Director May 29, 1998 - ------------------------- G. H. Glatfelter /s/ R. S. Hillas Director May 29, 1998 - ------------------------- R. S. Hillas /s/ M. A. Johnson II Director May 29, 1998 - ------------------------- M. A. Johnson II
6 7
/s/ R. W. Kelso Director May 29, 1998 - ------------------------- R. W. Kelso /s/ P. R. Roedel Director May 29, 1998 - ------------------------- P. R. Roedel /s/ J. M. Sanzo Director May 29, 1998 - ------------------------- J. M. Sanzo /s/ R. L. Smoot Director May 29, 1998 - ------------------------- R. L. Smoot
7 8 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 4.1 Specimen copy of Common Stock Certificate (incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-8, Reg. No. 33-54409) 4.2 P. H. Glatfelter Company 1992 Key Employee Long-Term Incentive Plan, as amended April 23, 1997 (incorporated by reference to Exhibit A to the Company's Proxy Statement dated March 14, 1997) 5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP 15 Letter regarding unaudited interim financial information 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5) 24 Power of Attorney (included on signature page) 8 EX-5 2 OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP 1 EXHIBIT (5) [Letterhead of Ballard Spahr Andrews & Ingersoll, LLP] May 29, 1998 P.H. Glatfelter Company 228 S. Main Street Spring Grove, PA 17362 Re: Shares of Common Stock Subject to Award or Option Under the P.H. Glatfelter Company 1992 Key Employee Long-Term Incentive Plan Gentlemen: We have acted as counsel to P.H. Glatfelter Company (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of an additional 2,000,000 shares of common stock of the Company, par value $.01 per share (the "Shares"), issuable under the P.H. Glatfelter Company 1992 Key Employee Long-Term Incentive Plan (the "Plan") pursuant to awards of Restricted Stock, Performance Shares or Performance Units (as such terms are defined in the Plan) under the Plan or upon the exercise of Options (as defined in the Plan) granted under the Plan. In rendering our opinion, we have reviewed the Plan and such certificates, documents, corporate records and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In giving this opinion, we have assumed the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures. Based on the foregoing, we are of the opinion that the additional 2,000,000 Shares covered by the Plan, when issued and paid for in accordance with the terms of the Plan, including, in the case of Options, payment of the option exercise price, will be legally issued, fully paid and non-assessable. 2 P.H. Glatfelter Company May 29, 1998 Page 2 We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 being filed with respect to the offering of the Shares. This opinion is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein. We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP -------------------------------------------------- Ballard Spahr Andrews & Ingersoll, LLP EX-15 3 LETTER / UNAUDITED INTERIM FINANCIAL INFORMATION 1 EXHIBIT (15) LETTER IN LIEU OF CONSENT REGARDING REVIEW REPORT OF UNAUDITED INTERIM FINANCIAL INFORMATION P.H. Glatfelter Company We have reviewed, in accordance with standards established by the American Institute of Certified Public Accountants, the unaudited condensed consolidated financial statements of P.H. Glatfelter Company and subsidiaries for the three-month periods ended March 31, 1998 and 1997, as indicated in our report dated April 22, 1998; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, is incorporated by reference in this Registration on Form S-8. We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1993, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP - ------------------------------ Deloitte & Touche LLP Philadelphia, Pennsylvania May 29, 1998 EX-23.1 4 CONSENT OF DELOITTE & TOUCHE, LLP 1 EXHIBIT (23.1) INDEPENDENT AUDITORS' CONSENT P.H. Glatfelter Company: We consent to the incorporation by reference in this Registration Statement of P.H. Glatfelter Company on Form S-8 of our report dated February 6, 1998, appearing in the Annual Report on Form 10-K of P.H. Glatfelter Company and subsidiaries for the year ended December 31, 1997. /s/ Deloitte & Touche LLP - ------------------------------- Deloitte & Touche LLP Philadelphia, Pennsylvania May 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----