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As filed with the Securities and Exchange Commission on May 17, 2001. |
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Registration No. 333-_____ |
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UNITED STATES |
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FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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BOISE CASCADE CORPORATION |
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Delaware |
82-0100960 |
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1111 West Jefferson Street |
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BOISE CASCADE CORPORATION 1984 KEY EXECUTIVE STOCK OPTION PLAN (Full title of the plan) |
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JOHN W. HOLLERAN |
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208/384-6161 |
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CALCULATION OF REGISTRATION FEE |
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Proposed maximum aggregate offering price (1) |
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Common Stock, $2.50 par value |
3,400,000 shares |
$34.495 |
$117,283,000 |
$29,320.75 |
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(1) |
The shares of common stock being registered will be issued in connection with the 1984 Key Executive Stock Option Plan. The aggregate offering price and registration fee have been calculated in accordance with 17
C.F.R. 230.457(h) and in accordance with Section 6(b) of the Securities Act of 1933. The average of the high and low prices for the Common Stock reported in the consolidated reporting system used for this purpose on May 14, 2001, was $34.495
per share. |
Part I
Information Required in the Section 10(a) Prospectus
The SEC permits us to omit from this registration statement the information required under Item 1 (Plan Information) and Item 2 (Registrant Information and Employee Plan Annual Information) of Form S-8. We deliver documents containing this information to our plan participants in accordance with Rule 428 under the Securities Act of 1933.
Part II
Information Required in the Registration Statement
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Item 3. |
Incorporation of Documents by Reference |
The SEC allows us to "incorporate by reference" the information we file with them. This means we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered part of this Registration Statement, and later information filed with the SEC will update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934:
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1. |
Annual Report on Form 10-K for the year ended December 31, 2000; |
You may request a copy of these filings, at no cost, by contacting us at the following:
Investor Relations Department
Boise Cascade Corporation
P.O. Box 50
Boise, Idaho 83728-0001
208/384-6390
e-mail: bcweb@bc.com
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Item 4. |
Description of Securities |
Not applicable.
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Item 5. |
Interests of Named Experts and Counsel |
The audited financial statements incorporated by reference in this Registration Statement were audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto. These financial statements are incorporated by reference in reliance upon the authority of that firm as experts in accounting and auditing in giving such reports.
The legality of the issuance of the common stock is being passed upon for us by John W. Holleran, our Senior Vice President, Human Resources, and General Counsel. As of December 31, 2000, Mr. Holleran was the beneficial owner of 1,226 shares of our common stock and 1,033 shares of our Convertible Preferred Stock, Series D, in the Employee Stock Option Plan. Mr. Holleran holds options to purchase shares of our common stock under a company stock option plan and holds stock units under the 2001 Key Executive Deferred Compensation Plan.
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Item 6. |
Indemnification of Directors and Officers |
Section 145 of the General Corporation Law of Delaware authorizes the company to indemnify its directors and officers under specified circumstances. Our Restated Certificate of Incorporation and bylaws provide that we shall indemnify, to the extent permitted by Delaware law, our directors, officers, and employees against liabilities (including expenses, judgments, and settlements) incurred by them in connection with any actual or threatened action, suit, or proceeding to which they are or may become parties and which arises out of their status as directors, officers, or employees. The company has agreements with each director to indemnify him or her to the fullest extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors and officers pursuant to the above provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933. These provisions are, therefore, unenforceable.
Our directors and officers are insured, under insurance policies maintained by the company, against certain expenses incurred in the defense of actions, suits, or proceedings and certain liabilities which might be imposed as a result of such actions, suits, or proceedings, to which they are parties by reason of being or having been directors or officers.
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Item 7. |
Exemption from Registration Claimed |
Not applicable.
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Item 8. |
Exhibits |
Required exhibits are listed in the Index to Exhibits and are incorporated by reference.
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Item 9. |
Undertakings |
The undersigned registrant hereby undertakes:
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1. |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
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(i) |
Not applicable. |
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2. |
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. |
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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. |
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4. |
Not applicable. |
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5. |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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. |
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6. |
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 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. |
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 18, 2001, incorporated by reference in Boise Cascade Corporation's Form 10-K for the year ended December 31, 2000, and to all references to our firm included in this Registration Statement.
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/s/Arthur Andersen LLP ARTHUR ANDERSEN LLP |
Boise, Idaho
May 17, 2001
Power of Attorney
Each person whose signature appears below appoints George J. Harad and John W. Holleran, and each of them severally, acting alone and without the other, his true and lawful attorney-in-fact with authority to execute in the name of each such person and to file with the Securities and Exchange Commission, together with any exhibits and other documents, any and all amendments (including post-effective amendments) to this Registration Statement necessary or advisable to enable the company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the Registration Statement as the aforesaid attorney-in-fact executing the same deems appropriate.
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 Boise, state of Idaho, on May 17, 2001.
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BOISE CASCADE CORPORATION |
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George J. Harad |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 17, 2001.
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Signature |
Title Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Senior Vice President and Chief Financial Officer (Principal Financial Officer) Vice President and Controller (Principal Accounting Officer) |
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Signature |
Title Director Director Director Director Director Director Director Director Director Director Director Director Director Director |
Dated: May 17, 2001
INDEX TO EXHIBITS
Filed with Registration Statement on Form S-8
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Number 4 5 23.1 23.2 24 |
Description |
Page Number |