As filed with the Securities and Exchange Commission on June 5, 2002
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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BWAY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 36-3624491
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8607 Roberts Drive, Suite 250 30350
Atlanta, Georgia (Zip Code)
(Address of Principal Executive Offices)
BWAY CORPORATION FOURTH
AMENDED AND RESTATED 1995
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Kevin C. Kern
Chief Financial Officer
Bway Corporation
8607 Roberts Drive, Suite 250
Atlanta, Georgia 30350
(770) 645-4800
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
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William S. Kirsch, P.C.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
Registered registered share (1) price (1) fee
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Common Stock, par value
$0.01 per share (2) 1,000,000 shares (3) $15.62 $15,620,000 $1,437.04
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/(1)/ Estimated pursuant to Rule 457(h) solely for purposes of calculating
the aggregate offering price and the amount of the registration fee
based upon the average of the high and low prices reported for the
shares on the New York Stock Exchange on June 3, 2002.
/(2)/ Includes associated preferred share purchase rights.
/(3)/ 1,000,000 shares of Common Stock are being registered for issuance
pursuant to the BWAY Corporation Fourth Amended and Restated 1995
Long-Term Incentive Plan. BWAY previously registered on its
Registration Statements on Form S-8 (File Nos. 333-21745 and 333-67925)
1,125,000 shares of Common Stock (after giving effect to a 3-for-2
split of the Common Stock) and 300,000 shares of Common Stock,
respectively, that have been issued under, or are reserved for issuance
pursuant to, the BWAY Corporation Second Amended and Restated 1995
Long-Term Incentive Plan.
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INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 relating to the BWAY Corporation
Fourth Amended and Restated 1995 Long-Term Incentive Plan is being filed to
register additional securities of the same class as other securities for which
earlier-filed Registration Statements on Form S-8 relating to the BWAY
Corporation Amended and Restated 1995 Long-Term Incentive Plan and the BWAY
Corporation Second Amended and Restated 1995 Long-Term Incentive Plan are
effective. Pursuant to Instruction E on Form S-8, the contents of such earlier
Registration Statements on Form S-8 (File Nos. 333-21745 and 333-67925) filed
with the Securities and Exchange Commission are incorporated in and made a part
of this Registration Statement by reference. The total number of shares of
Common Stock relating to the BWAY Corporation Fourth Amended and Restated 1995
Long-Term Incentive Plan, including the 1,000,000 shares in this registration
statement, is 2,425,000.
Exhibits
The Exhibits to this Registration Statement are listed in the Exhibit Index
of this Registration Statement, which Exhibit Index is incorporated herein by
reference.
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SIGNATURES
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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 Atlanta, State of Georgia, on May 31, 2002.
BWAY Corporation
By: /s/ Kevin C. Kern
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Name: Kevin C. Kern
Title: Vice President of Administration and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Kevin C. Kern and Jeffrey M.
O'Connell his true and lawful attorney-in-fact, each with full power of
substitution and revocation, for him and in his name, place and stead, in any
and all capacities (including his capacity as a director and/or officer of BWAY
Corporation), 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 such 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 to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
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 31, 2002.
Signature Title
--------- -----
/s/ Jean-Pierre-Ergas Chairman and Chief Executive Officer
--------------------- (Principal Executive Officer)
Jean-Pierre Ergas
/s/ Kevin C. Kern Vice President of Administration and Chief
----------------- Financial Officer
Kevin C. Kern (Principal Financial and Accounting Officer)
/s/ Thomas A. Donahoe Director
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Thomas A. Donahoe
/s/ Alexander P. Dyer Director
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Alexander P. Dyer
/s/ Warren J. Hayford Director
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Warren J. Hayford
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/s/John E. Jones Director
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John E. Jones
/s/John W. Puth Director
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John W. Puth
/s/John T. Stirrup Director
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John T. Stirrup
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Form of Certificate representing shares of Common Stock of the Company.
(2)
4.2 Amended and Restated Certificate of Incorporation of the Company. (3)
4.3 Amended and Restated Bylaws of the Company. (1)
4.4 Rights Agreement dated as of June 9, 1995 between the Company and
Harris Trust and Savings Bank, as Rights Agent. (1)
4.5 Amendments to Rights Agreement dated as of February 12, 1996 between
the Company and Harris Trust and Savings Bank, as Rights Agent. (3)
4.6 Amendment No. 2 to Rights Agreement dated as of August 19, 1997 between
the Company and Harris Trust and Savings Bank, as Rights Agent. (4)
4.7 BWAY Corporation Fourth Amended and Restated 1995 Long-Term Incentive
Plan. (5)
5.1 Opinion of Kirkland & Ellis with respect to the legality of the shares
of common stock being registered hereby.
23.1 Consent of Kirkland & Ellis (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File no. 33-91114).
(2) Incorporated by reference to the Company's Form 10-K for the fiscal year
ending October 1, 1995 (File No. 0-26178).
(3) Incorporated by reference to the Company's Form 10-Q for the period
ending March 1, 1996 (File No. 0-26178).
(4) Incorporated by reference to the Company's Form 10-K for the fiscal
year ending September 28, 1997 (File No. 0-26178).
(5) Incorporated by reference to the Company's Form 10-Q for the period
ending April 2, 2002 (File No. 0-26178).
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