As filed with the Securities and Exchange Commission on December 13, 2002.
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNIVERSAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-0414210
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1501 North Hamilton Street, Richmond, Virginia 23230
(Address of Principal Executive Offices) (Zip Code)
------------------
UNIVERSAL CORPORATION
2002 EXECUTIVE STOCK PLAN
(Full Title of the Plan)
George C. Freeman III, Esquire
General Counsel and Secretary
Universal Corporation
1501 North Hamilton Street
Richmond, Virginia 23230
(804) 359-9311
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
-----------
CALCULATION OF REGISTRATION FEE
===================================== =============== ====================== ====================== =================
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price per Aggregate Offering Registration Fee
Title of Securities to be Registered Registered (1) Share (2) Price
------------------------------------- --------------- ---------------------- ---------------------- -----------------
Common Stock, no par value 2,000,000 $36.33 $72,660,000 $6,685
Rights to Purchase Series A Junior
Participating Preferred Stock (3) (3) (3) (3)
===================================== =============== ====================== ====================== =================
(1) The amount of Common Stock registered hereunder shall be deemed to
include any additional shares issuable as a result of any stock split,
stock dividend or other change in the capitalization of the Registrant.
(2) Pursuant to Rule 457(h), the offering price is based on the average of
the high ($36.72) and low ($35.95) prices as reported on the composite
tape of New York Stock Exchange listed issues on December 10, 2002.
(3) The Rights to Purchase Series A Junior Participating Preferred Stock
will be attached to and will trade with shares of the Common Stock of
the Registrant. Value attributable to such Rights, if any, will be
reflected in the market price of the shares of Common Stock. No
additional registration fee is required.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:
(1) the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 2002, File No. 1-652, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(2) the portions of the Registrant's definitive Proxy Statement
for the 2002 Annual Meeting of Shareholders that have been
incorporated by reference into the Form 10-K, File No. 1-652.
(3) the Registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 2002, File No. 1-652, filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(4) the Registrant's Current Reports on Form 8-K filed on December
6, 2002, November 8, 2002, November 7, 2002, November 4, 2002,
October 31, 2002, October 16, 2002, September 26, 2002,
September 25, 2002, September 23, 2002 and September 17, 2002,
respectively; and
(5) the description of the Registrant's Common Stock and
associated preferred share purchase rights contained in the
Registrant's registration statement on Form 8-A, filed
December 29, 1998 (the "Form 8-A"); Amendment No. 1 to Form
8-A, filed May 7, 1999; and the Registrant's Registration
Statement on Form S-3, dated February 25, 1993.
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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein 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 modified or
supersedes such earlier 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.
II-1
Item 5. Interests of Named Experts and Counsel
Williams, Mullen, Clark & Dobbins P.C., counsel to the Registrant, has
rendered its opinion that the shares of Common Stock that constitute original
issuance securities will, when issued pursuant to the terms and conditions of
the Plan, be validly issued, fully paid and nonassessable. Attorneys employed by
the firm beneficially owned an aggregate of 2,280 shares of the Registrant's
Common Stock as of November 1, 2002, which had an aggregate value of $83,790
based on the closing sales price of the Registrant's Common Stock on such date.
Item 6. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant against expenses and
liabilities incurred in legal proceedings and authorizing the Board of Directors
to advance and reimburse expenses as permitted by law. The Articles of
Incorporation of the Registrant also eliminate the liability of directors and
officers to the Registrant or its shareholders for monetary damages in excess of
one dollar to the full extent permitted by the Code.
Item 7. Exemption from Registration Claimed
Not applicable.
II-2
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Amended and Restated Articles of Incorporation (incorporated
herein by reference to the Registrant's Form 8-A Registration
Statement, dated December 29, 1998, File No. 1-652).
4.2 Bylaws (incorporated herein by reference to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30,
2001, File No. 1-652).
4.3 Rights Agreement, dated as of December 3, 1998, between the
Registrant and Wachovia Bank, N.A., as Rights Agent
(incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated December 3, 1998, File No. 1-652).
4.4 First Amendment to the Rights Agreement, dated as of April 23,
1999, between the Registrant, Wachovia Bank, N.A., as Rights
Agent, and Norwest Bank Minnesota, N.A., as Successor Rights
Agent (incorporated herein by reference to the Registrant's
Current Report on Form 8-K dated May 7, 1999, File No. 1-652).
4.5 Specimen Common Stock Certificate (incorporated herein by
reference to the Registrant's Amendment No. 1 to Form 8-A
Registration Statement, dated May 7, 1999, File No. 1-652).
4.6 Universal Corporation 2002 Executive Stock Plan.*
5.1 Opinion of Williams, Mullen, Clark & Dobbins.*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
--------------
*Filed herewith
Item 9. Undertakings
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:
II-3
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(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;
(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;
(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.
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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 of 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.
II-4
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 Richmond, Commonwealth of Virginia, on December
5, 2002.
UNIVERSAL CORPORATION
By: /s/ Henry H. Harrell
-----------------------------------------
Henry H. Harrell
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints William L. Taylor and George C.
Freeman, III, either of whom may act individually, as attorneys-in-fact and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, any and
all amendments (including post-effective amendments) to this Registration
Statement, with any exhibits thereto, and any other documents to be filed with
the Securities and Exchange Commission pertaining to the registration of
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Henry H. Harrell Chairman, Chief Executive Officer and December 5, 2002
------------------------------------- ------ Director
Henry H. Harrell (Principal Executive Officer)
/s/ Allen B. King President and December 5, 2002
------------------------------------------- Chief Operating Officer
Allen B. King And Director
/s/ Hartwell H. Roper Vice President and Chief Financial Officer December 5, 2002
------------------------------------------- (Principal Financial Officer)
Hartwell H. Roper
/s/ James A. Huffman Controller December 5, 2002
------------------------------------------- (Principal Accounting Officer)
James A. Huffman
/s/ Joseph C. Farrell Director December 5, 2002
-------------------------------------------
Joseph C. Farrell
/s/ Charles H. Foster, Jr. Director December 5, 2002
-------------------------------------------
Charles H. Foster, Jr.
/s/ Thomas H. Johnson Director December 5, 2002
-------------------------------------------
Thomas H. Johnson
/s/ Eddie N. Moore, Jr. Director December 5, 2002
-------------------------------------------
Eddie N. Moore, Jr.
/s/ Jeremiah J. Sheehan Director December 5, 2002
-------------------------------------------
Jeremiah J. Sheehan
/s/ Hubert R. Stallard Director December 5, 2002
-------------------------------------------
Hubert R. Stallard
/s/ Walter A. Stosch Director December 5, 2002
-------------------------------------------
Walter A. Stosch
/s/ Dr. Eugene P. Trani Director December 5, 2002
-------------------------------------------
Dr. Eugene P. Trani
EXHIBIT INDEX
Exhibit No. Document
----------- --------
4.1 Amended and Restated Articles of Incorporation (incorporated herein by
reference to the Registrant's Form 8-A Registration Statement, dated
December 29, 1998, File No. 1-652).
4.2 Bylaws (incorporated herein by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30, 2001, File No.
1-652).
4.3 Rights Agreement, dated as of December 3, 1998, between the Registrant
and Wachovia Bank, N.A., as Rights Agent (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated December
3, 1998, File No. 1-652).
4.4 First Amendment to the Rights Agreement, dated as of April 23, 1999,
between the Registrant, Wachovia Bank, N.A., as Rights Agent, and
Norwest Bank Minnesota, N.A., as Successor Rights Agent (incorporated
herein by reference to the Registrant's Current Report on Form 8-K
dated May 7, 1999, File No. 1-652).
4.5 Specimen Common Stock Certificate (incorporated herein by reference to
the Registrant's Amendment No. 1 to Form 8-A Registration Statement,
dated May 7, 1999, File No. 1-652).
4.6 Universal Corporation 2002 Executive Stock Plan.*
5.1 Opinion of Williams, Mullen, Clark & Dobbins.*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
--------------
*Filed herewith