Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Banta Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 39-0148550
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
225 Main Street
Menasha, Wisconsin 54952
(Address of principal executive offices) (Zip Code)
Banta Corporation Equity Incentive Plan, as amended
(Full title of the plan)
Ronald D. Kneezel
Vice President, Copy to:
General Counsel and Secretary
Banta Corporation Jay O. Rothman
225 Main Street Foley & Lardner
Menasha, Wisconsin 54952 777 East Wisconsin Avenue
(920) 751-7777 Milwaukee, Wisconsin 53202
(Name, address and telephone number, including area (414) 271-2400
code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share (1) Price (1) Registration Fee
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Common Stock, 2,500,000 $30.015 $75,037,500 $18,760
$.10 par value shares
Common Stock 2,500,000 (2) (2) (2)
Purchase Rights rights
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(1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating
the registration fee based on the average of the high and low prices for Banta Corporation Common Stock as
reported on the New York Stock Exchange on August 28, 2001.
(2) The value attributable to the Common Stock Purchase Rights is reflected in the market price of the Common Stock to
which the Rights are attached.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus referred to herein also relates to the Form S-8 Registration
Statements (Registration Nos. 33-61683 and 333-35530).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Banta Corporation (the "Company") with
the Commission are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
30, 2000, which includes certified financial statements as of and for the year
ended December 30, 2000.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001 and June 30, 2001, filed on May 15, 2001 and August 14, 2001,
respectively.
3. The description of the Company's Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A, dated November 20, 1998, and
any amendment or report filed for the purpose of updating such description.
4. The description of the Company's Common Stock Purchase Rights
contained in Item 1 of the Company's Registration Statement on Form 8-A, dated
November 20, 1998, and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of filing of this Registration Statement and prior to such time
as the Company files a post-effective amendment to this Registration Statement
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 of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being offered hereby will be passed on
for the Company by Foley & Lardner, Milwaukee, Wisconsin. Bernard S. Kubale, a
retired partner in the
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firm of Foley & Lardner, is a director of the Company. As of August 29, 2001,
Foley & Lardner attorneys who participated in the preparation of this
Registration Statement, including Mr. Kubale, beneficially owned 6,615 shares of
the Company's Common Stock and accompanying Common Stock Purchase Rights.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the Company's
By-laws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent such officers or directors are successful in the defense of a
proceeding and (ii) in proceedings in which the director or officer is not
successful in defense thereof, unless it is determined that the director or
officer breached or failed to perform his or her duties to the Company and such
breach or failure constituted: (a) a willful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the director or
officer had a material conflict of interest; (b) a violation of the criminal law
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the public
policy of Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the Wisconsin
Business Corporation Law, directors of the Company are not subject to personal
liability to the Company, its shareholders or any person asserting rights on
behalf thereof for certain breaches or failures to perform any duty resulting
solely from their status as directors except in circumstances paralleling those
in subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification may be
available may be advanced by the Company under certain circumstances.
The indemnification provided by the Wisconsin Business Corporation Law
and the Company's By-laws is not exclusive of any other rights to which a
director or officer may be entitled.
The Company maintains a liability insurance policy for its directors
and officers as permitted by Wisconsin law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
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(4.1) Restated Articles of Incorporation of Banta
Corporation, as amended (incorporated by
reference to Exhibit 19(b) to Banta
Corporation's Quarterly Report on Form 10-Q
for the quarter ended April 3, 1993)
(4.2) By-laws of Banta Corporation, as amended
(incorporated by reference to Exhibit 3.2
to Banta Corporation's Quarterly Report on Form
10-Q for the quarter ended June 30, 2001)
(4.3) Rights Agreement, dated as of October 29, 1991, between
Banta Corporation and First Wisconsin Trust Company
(n/k/a Firstar Bank, N.A.), as Rights Agent (incorporated
by reference to Exhibit 4.1 to Banta Corporation's
Current Report on Form 8-K dated October 29, 1991)
(4.4) Banta Corporation Equity Incentive Plan, as amended
(incorporated by reference to Exhibit 10.1 to Banta
Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001)
(4.5) Form of Stock Option Agreement for non-employee directors
for use in connection with the Banta Corporation Equity
Incentive Plan, as amended (incorporated by reference
to Exhibit 4.5 to Banta Corporation's Registration
Statement on Form S-8 filed on April 25, 2000)
(4.6) Form of Stock Option Agreement for key employees for use
in connection with the Banta Corporation Equity Incentive
Plan, as amended
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
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(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
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, as amended;
(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, represents a fundamental change in the information set forth
in the 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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
herein, 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, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated
by reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
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 Menasha, State of Wisconsin, on August 29, 2001.
BANTA CORPORATION
By: /s/ Donald D. Belcher
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Donald D. Belcher
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Donald D. Belcher and Ronald D. Kneezel, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as he or she might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ Donald D. Belcher Chairman of the Board and Chief August 29, 2001
----------------------- Executive Officer
Donald D. Belcher
/s/ Gerald A. Henseler Executive Vice President, Chief August 29, 2001
----------------------- Financial Officer and Director
Gerald A. Henseler
/s/ Jameson A. Baxter Director August 29, 2001
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Jameson A. Baxter
/s/ John F. Bergstom Director August 29, 2001
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John F. Bergstrom
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Signature Title Date
/s/ Henry T. DeNero Director August 29, 2001
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Henry T. DeNero
/s/ Richard L. Gunderson Director August 29, 2001
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Richard L. Gunderson
/s/ Bernard S. Kubale Director August 29, 2001
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Bernard S. Kubale
/s/ Ray C. Richelsen Director August 29, 2001
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Ray C. Richelsen
/s/ Michael J. Winkler Director August 29, 2001
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Michael J. Winkler
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EXHIBIT INDEX
BANTA CORPORATION EQUITY INCENTIVE PLAN, AS AMENDED
Exhibit No. Exhibit
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(4.1) Restated Articles of Incorporation of Banta Corporation, as
amended (incorporated by reference to Exhibit 19(b) to Banta
Corporation's Quarterly Report on Form 10-Q for the quarter
ended April 3, 1993)
(4.2) By-laws of Banta Corporation, as amended (incorporated by
reference to Exhibit 3.2 to Banta Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001)
(4.3) Rights Agreement, dated as of October 29, 1991, between Banta
Corporation and First Wisconsin Trust Company (n/k/a Firstar
Bank, N.A.), as Rights Agent (incorporated by reference to
Exhibit 4.1 to Banta Corporation's Current Report on Form 8-K
dated October 29, 1991)
(4.4) Banta Corporation Equity Incentive Plan, as amended
(incorporated by reference to Exhibit 10.1 to Banta
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001)
(4.5) Form of Stock Option Agreement for non-employee directors for
use in connection with the Banta Corporation Equity Incentive
Plan, as amended (incorporated by reference to Exhibit 4.5 to
Banta Corporation's Registration Statement on Form S-8 filed
on April 25, 2000)
(4.6) Form of Stock Option Agreement for key employees for use in
connection with the Banta Corporation Equity Incentive Plan,
as amended
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments (included
on the signature page to this Registration Statement)
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