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As filed with the Securities and Exchange Commission on May 16, 2001
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
GREIF BROS. CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-4388903
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
425 Winter Road
Delaware, Ohio 43015
(Address of principal executive offices) (Zip Code)
Greif Bros. Corporation
2001 Management Equity Incentive and Compensation Plan
(Full title of the plan)
Michael J. Gasser
Chairman and Chief Executive Officer
Greif Bros. Corporation
425 Winter Road
Delaware, Ohio 43015
(740) 549-6000
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed Amount
to be maximum maximum of
registered (1) offering aggregate registration
price per offering fee
share (2) price (2)
Title of securities
to be registered
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Class A Common Stock, 2,500,000 $27.935 $69,837,500 $17,459.38
without par value
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also includes an indeterminable number of
additional shares of Class A Common Stock that may become issuable
pursuant to antidilution adjustment provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(c) under the Securities Act of
1933, as amended, on the basis of the average of the high and low sale
prices of the Registrant's Class A Common Stock as reported on the
Nasdaq National Market system on May 11, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest annual report filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a),
above; and
(c) The description of the Registrant's shares of Class A
Common Stock which is contained in the Registrant's Registration
Statement filed under Section 12 of the Exchange Act, including
any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all of the shares of Class A Common Stock offered have been sold or which
deregisters all of such shares 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. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Class A Common Stock being registered pursuant
to this Registration Statement is being opined upon by Baker & Hostetler LLP,
Columbus, Ohio. Daniel J. Gunsett, a partner in Baker & Hostetler LLP, is a
director of the Registrant. As of the date of this Registration Statement, Mr.
Gunsett is the owner of 1,000 shares of the Registrant's Class B Common Stock
and has been granted options for 12,000 shares of Class A Common Stock under the
Registrant's 1996 Directors Stock Option Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware Business Corporation Act (the
"Delaware Law") sets forth conditions and limitations governing the
indemnification of officers, directors, and other persons. Indemnification is
permitted in third party actions where the indemnified person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and in criminal actions where he had no reasonable
cause to believe his conduct was unlawful. Indemnification is also permitted in
lawsuits brought by or on behalf of the corporation if the standards of conduct
described above are met, except that no indemnification is permitted in respect
to any matter in which the person is adjudged to be liable to the corporation
unless a court shall determine that indemnification is fair and reasonable in
view of all the circumstances of the case. In cases where
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indemnification is permissive, a determination as to whether the person met the
applicable standard of conduct must be made either by the court, by
disinterested directors, by independent legal counsel, or by the stockholders.
Indemnification against expenses (including attorneys' fees) actually and
reasonably incurred by directors, officers, employees and agents is required
under Section 145 of the Delaware Law in those cases where the person to be
indemnified has been successful on the merits or otherwise in defense of a
lawsuit of the type described above. Such indemnification rights are
specifically not deemed to be exclusive of other rights of indemnification by
agreement or otherwise and the corporation is authorized to advance expenses
incurred prior to the final disposition of a matter upon receipt of an
undertaking to repay such amounts on a determination that indemnification was
not permitted in the circumstances of the case.
Article 5 of the Amended and Restated By-Laws (the "By-Laws") of
the Registrant, in effect as of the date hereof, contains certain
indemnification provisions adopted pursuant to authority contained in Section
145 of the Delaware Law. The By-Laws provide that each director, officer,
employee or agent of the Company is to be indemnified by the Registrant and
saved harmless, whether or not then employed or in office (and his or her heirs,
executors and administrators) against all losses, expenses and damages sustained
or reasonably incurred by him or her in connection with any action, suit or
proceeding commenced or threatened, to which he or she may be a party by reason
of his or her being or having been a director, officer, employee or agent of the
Company, except in relation to matters as to which he or she is finally adjudged
in such action, suit or proceeding to be liable for willful misfeasance, bad
faith or negligence in the performance of his or her duties as such director,
officer, employee or agent. The foregoing indemnification is not exclusive as to
any other rights to which a director, officer, employee or agent may be entitled
as a matter of law or otherwise.
Under Section 145 of the Delaware Law, the Registrant may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Registrant, or who, while serving in such
capacity, is or was at the request of the Registrant, a director, officer,
employee or agent of another corporation or legal entity or of an employee
benefit plan, against liability asserted against or incurred by such person in
any such capacity whether or not the corporation would have the power to provide
indemnity under Section 145. The Registrant has purchased a liability policy to
indemnify its officers and directors against losses arising from claims by
reason of their legal liability for acts as officers and directors, subject to
the limitations and conditions set forth in the policy.
There is no litigation pending or, to the best of the Registrant's
knowledge, threatened which might or could result in a claim for indemnification
by a director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
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4(a) Amended and Restated Certificate Annual Report on Form 10-K for
of Incorporation of Greif Bros. the fiscal year ended October 31,
Corporation. 1997, File No. 1-566 (see Exhibit
3(a) therein).
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4(b) Amended and Restated By-Laws of Annual Report on Form 10-K for
Greif Bros. Corporation. the fiscal year ended October 31,
1997, File No. 1-566 (see Exhibit
3(b) therein).
4(c) Greif Bros. Corporation Definitive Proxy Statement on Form
2001 Management Equity Incentive DEF 14A, File No. 001-00566,
and Compensation Plan. filed with the Securities and
Exchange Commission on January 26,
2001 (see Exhibit A therein).
5 Opinion of Baker & Hostetler LLP Contained herein.
23(a) Consent of Baker & Hostetler LLP Contained in Exhibit 5.
23(b) Consent of Ernst & Young LLP Contained herein.
23(c) Consent of PricewaterhouseCoopers LLP Contained herein.
24(a) Power of Attorney for Charles Registration Statement on Form
R. Chandler, Michael H. Dempsey, S-8 (File No. 333-26767)
Naomi C. Dempsey, Daniel J. filed on May 9, 1997
Gunsett, Robert C. Macauley and (See Exhibit 24 therein).
David J. Olderman
24(b) Power of Attorney for John C. Kane Contained herein.
ITEM 9. UNDERTAKINGS.
The 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: (i) to include
any Prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"); (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; and (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)(i) and (a)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(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.
The 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 Section 15(d) of the Exchange Act that is
incorporated by reference in the 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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Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the provisions described in Item 6, above, 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 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 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, 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 Delaware, State of Ohio, on May 16, 2001.
GREIF BROS. CORPORATION
Date: May 16, 2001 By /s/ Michael J. Gasser
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Title Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Michael J. Gasser Chairman of the Board, May 16, 2001
------------------------- Chief Executive Officer,
Michael J. Gasser and Director (principal
executive officer)
/s/ William B. Sparks, Jr. President, Chief Operating May 16, 2001
------------------------- Officer, and Director
William B. Sparks, Jr.
/s/ Kenneth E. Kutcher Chief Financial Officer and May 16, 2001
------------------------- Secretary (principal financial
Kenneth E. Kutcher officer)
/s/ John K. Dieker Controller (principal May 16, 2001
------------------------- accounting officer)
John K. Dieker
Charles R. Chandler* Director May 16, 2001
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Charles R. Chandler
Michael H. Dempsey* Director May 16, 2001
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Michael H. Dempsey
Naomi C. Dempsey* Director May 16, 2001
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Naomi C. Dempsey
Daniel J. Gunsett* Director May 16, 2001
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Daniel J. Gunsett
John C. Kane* Director May 16, 2001
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John C. Kane
Robert C. Macauley* Director May 16, 2001
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Robert C. Macauley
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David J. Olderman* Director May 16, 2001
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David J. Olderman
*The undersigned, Michael J. Gasser, by signing his name hereto, does
hereby execute this Registration Statement on behalf of each of the other
above-named persons pursuant to powers of attorney duly executed by such persons
and filed as an exhibit to this Registration Statement.
By /s/ Michael J. Gasser May 16, 2001
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Michael J. Gasser, Attorney-in-Fact
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EXHIBIT INDEX
If Incorporated by Reference,
Document with which Exhibit
Exhibit No. Description of Exhibit was Previously Filed with SEC
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4(a) Amended and Restated Certificate Annual Report on Form 10-K for
of Incorporation of Greif Bros. the fiscal year ended October 31,
Corporation. 1997, File No. 1-566 (see Exhibit
3(a) therein).
4(b) Amended and Restated By-Laws of Annual Report on Form 10-K for
Greif Bros. Corporation. the fiscal year ended October 31,
1997, File No. 1-566 (see Exhibit
3(b) therein).
4(c) Greif Bros. Corporation Definitive Proxy Statement on Form
2001 Management Equity Incentive DEF 14A, File No. 001-00566,
and Compensation Plan. filed with the Securities and
Exchange Commission on January 26,
2001 (see Exhibit A therein).
5 Opinion of Baker & Hostetler LLP Contained herein.
23(a) Consent of Baker & Hostetler LLP Contained in Exhibit 5.
23(b) Consent of Ernst & Young, LLP Contained herein.
23(c) Consent of PricewaterhouseCoopers LLP Contained herein.
24(a) Power of Attorney for Charles Registration Statement on
R. Chandler, Michael H. Dempsey, Form S-8 (File No. 333-6767)
Naomi C. Dempsey, Daniel J. filed on May 9, 1997
Gunsett, Robert C. McCauley and (See Exhibit 24 therein).
David J. Olderman
24(b) Power of Attorney for John C. Kane Contained herein.
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