As filed with the Securities and Exchange Commission on October 22, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GRAPHIC PACKAGING HOLDING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware | | 26-0405422 |
| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
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1500 Riveredge Parkway, Suite 100 Atlanta, Georgia (Address of Principal Executive Offices) | | 30328 (Zip Code) |
Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan
(Full title of the plan)
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Lauren S. Tashma, Esq. Executive Vice President, General Counsel and Secretary 1500 Riveredge Parkway, Suite 100 Atlanta, Georgia 30328 (770) 240-7200 (Name, address and telephone number of agent for service) | With a Copy to: John B. Shannon, Esq. Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 (404) 881-7000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☑ | Accelerated filer □ |
| Non-accelerated filer □ | Smaller reporting company □ |
| Emerging growth company □ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. □
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount to be registered (1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price
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Amount of registration fee |
Common Stock, par value $0.01 per share (2) | 4,054,610 | $14.62 (3) | $59,278,398 (3) | $7,694 (3) |
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), also registered hereunder are such additional shares of common stock, par value $0.01 per share, of Graphic Packaging Holding Company (the “Company”) presently indeterminable, as may be necessary to satisfy the anti-dilution provisions of the Graphic Packaging Holding Company 2014 Omnibus Stock and Incentive Compensation Plan (the “2014 Plan”).
(2)Each share of the Company’s common stock includes one preferred stock purchase right that, prior to the occurrence of certain events, will not be exercisable or evidenced separately from the common stock.
(3)Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h), based on the average of the high and low prices of the Company’s common stock reported on the New York Stock Exchange on October 17, 2019.
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 is to register an additional 4,054,610 shares of the Company’s common stock for issuance under the 2014 Plan. These shares were originally subject to awards granted under the Company’s Amended and Restated 2004 Stock and Incentive Compensation Plan (the “Prior Stock Plan”), but the shares ceased to be subject to such awards other than by reason of exercise or settlement of the awards in vested and nonforfeitable shares. Pursuant to the terms of the 2014 Plan, these shares become available for issuance pursuant to new awards granted under the 2014 Plan. In accordance with General Instruction E of Form S-8, the content of the Company’s Registration Statement on Form S-8 (File No. 333-197677) filed with the Securities and Exchange Commission on July 28, 2014, is incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.
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 Atlanta, state of Georgia, on this 22nd day of October, 2019.
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| | GRAPHIC PACKAGING HOLDING COMPANY | | | |
| | By: | /s/ Lauren S. Tashma | | |
| | | Lauren S. Tashma | | |
| | | Executive Vice President, General Counsel and Secretary | | |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael P. Doss, Stephen R. Scherger and Lauren S. Tashma, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and reconstitution, 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, including any additional registration statement relating to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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 and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them, or their 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 dated indicated.
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| Signature | | Title | | | | Date |
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/s/ Michael P. Doss Michael P. Doss | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | October 22, 2019 |
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/s/ Stephen R. Scherger Stephen R. Scherger | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | October 22, 2019 |
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/s/ Deborah R. Frank Deborah R. Frank | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | October 22, 2019 |
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/s/ Laurie Brlas Laurie Brlas | | Director | | | October 22, 2019 | |
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/s/ David D. Campbell David D. Campbell | | Director | | | October 22, 2019 | |
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/s/ Paul D. Carrico Paul D. Carrico | | Director | | | October 22, 2019 | |
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/s/ Robert A. Hagemann Robert A. Hagemann | | Director | | | October 22, 2019 | |
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/s/ Philip R. Martens Philip R. Martens | | Director | | | October 22, 2019 | |
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/s/ Dean A. Scarborough Dean A. Scarborough | | Director | | | October 22, 2019 | |
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/s/ Larry M. Venturelli Larry M. Venturelli | | Director | | | October 22, 2019 | |
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/s/ Lynn A. Wentworth Lynn A. Wentworth | | Director | | | October 22, 2019 | |
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
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Exhibit Number | Description |
| 4.1 | |
| 4.2 | |
| 4.3 | |
| 4.4 | |
| 5.1 | |
| 23.1 | Consent of Alston & Bird LLP (included in Exhibit 5.1) |
| 23.2 | |
| 24.1 | Power of Attorney (included on signature page) |