As filed with the Securities and Exchange Commission on June 26, 2001
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Graphic Packaging International Corporation
(Exact name of issuer as specified in its charter)
Colorado 84-1208699
(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
4455 Table Mountain Drive
Golden, Colorado 80403
(Address of principal executive offices) (Zip Code)
Graphic Packaging Equity Compensation Plan for Non-Employee Directors
Graphic Packaging Savings and Investment Plan
Graphic Packaging Employee Stock Purchase Plan
(Full title of the plans)
--WITH A COPY TO--
Jill B.W. Sisson, Esq. Thomas A. Richardson, Esq.
General Counsel Holme Roberts & Owen LLP
Graphic Packaging International Corporation 1700 Lincoln Street
4455 Table Mountain Drive Suite 4100
Golden, Colorado 80403 Denver, CO 80203
(303) 271-7000 (303) 861-7000
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common Stock 9,550,000 $4.65 $44,407,500 $11,101.75
$.01 par value(2) shares(3)
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) on the basis of the average of the high and low sales prices
reported on the New York Stock Exchange on June 14, 2001.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Graphic Packaging Savings and Investment
Plan.
(3) This registration statement covers the issuance of:
(a) 300,000 shares pursuant to the Graphic Packaging Equity
Compensation Plan for Non-Employee Directors.
(b) 250,000 shares pursuant to the Graphic Packaging Employee Stock
Purchase Plan.
(c) 9,000,000 shares pursuant to the Graphic Packaging Savings and
Investment Plan.
Form S-8 Pursuant to General Instruction E
This Form S-8 is filed with the Securities and Exchange Commission (the
"Commission") pursuant to General Instruction E to Form S-8. The Forms S-8 filed
with the Commission on December 17, 1992, September 17, 1993, August 31, 1998,
and June 6, 2000, by Graphic Packaging International Corporation (the
"Registrant" or the "Company"), File Numbers 33-55894, 33-68898, 33-55894, and
333-8652, respectively, are hereby incorporated by reference into this Form S-8.
The Registrant hereby registers the issuance of an additional 9,550,000 shares
of the Company's Common Stock.
Item 8. Exhibits.
Exhibit No. Description
5.1 Legality Opinion of Holme Roberts & Owen LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Holme Roberts & Owen LLP. See Exhibit 5.1.
24.1 Powers of Attorney. See signature page hereof.
Signatures
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 Golden, Colorado, on the 22 day of June, 2001.
Graphic Packaging International Corporation
By /s/ Jeffrey H. Coors
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Jeffrey H. Coors
Chairman and President
Pursuant to the requirements of the Securities Act of 1933, the administrator of
the Graphic Packaging Savings and Investment Plan has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Golden, Colorado on the 22 day of June, 2001.
GRAPHIC PACKAGING SAVINGS AND INVESTMENT PLAN
By /s/ Marsha Williams
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Marsha Williams
Plan Committee Member
Power of Attorney
Signatures
We, the undersigned officers and directors of Graphic Packaging International
Corporation hereby severally constitute and appoint, Jill B. W. Sisson and
Jeffrey H. Coors, and each of them singly, our true and lawful attorneys, with
full power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments to
this Registration Statement and any abbreviated Registration Statement in
connection with this Registration Statement, including but not limited to any
Registration Statement filed to register additional Common Stock which may be
acquired pursuant to the Graphic Packaging Equity Compensation Plan for
Non-Employee Directors, the Graphic Packaging Savings and Investment Plan, and
the Graphic Packaging Employee Stock Purchase Plan; and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; and to sign all documents in connection with
the qualification and sale of the Common Stock with Blue Sky authorities and
with the New York Stock Exchange; granting unto said attorneys-in-fact full
power and authority to perform any other act on behalf of the undersigned
required to be done in the premises, hereby ratifying and confirming all that
said attorneys-in-fact lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has
been signed by the following persons in the capacities and on the dates
indicated:
Date: June 22, 2001 /s/ Jeffrey H. Coors
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Jeffrey H. Coors
Chairman & Principal Executive Officer
Date: June 22, 2001 /s/ William K. Coors
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William K. Coors
Director
Date: June 22, 2001 /s/ John D. Beckett
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John D. Beckett
Director
Date:June 22, 2001 /s/ Harold R. Logan, Jr.
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Harold R. Logan, Jr.
Director
Date: June 22, 2001
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John Hoyt Stookey
Director
Date: June 22, 2001 /s/ James K. Peterson
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James K. Peterson
Director
Date:June 22, 2001 /s/ Gail A. Constancio
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Gail A. Constancio
Chief Financial Officer
Date:June 22, 2001 /s/ John S. Norman
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John S. Norman
Controller