Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SONOCO PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
South Carolina 57-0966962
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One North Second Street, Hartsville, South Carolina 29551
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(Address of principal executive offices and zip code)
SONOCO SAVINGS PLAN
(Full title of Plan)
Charles J. Hupfer Copies to:
Vice President and George S. King, Jr., Esquire
Chief Financial Officer Suzanne Hulst Clawson, Esquire
Sonoco Products Company Haynsworth Sinkler Boyd, P.A.
One North Second Street 1426 Main Street, Suite 1200
Post Office Box 160 Columbia, South Carolina 29201
Hartsville, South Carolina 29551 (803) 779-3080
(Name and address of agent for service)
(864) 383-7000
(Telephone number, including
area code, of agent for service)
Calculation of Registration Fee
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of registration
to be registered registered(1)(2) share(3) price(3) fee
---------------- ---------------- -------- -------- ---
Common Stock, 5,000,000 $23.965 $119,825,000.00 $11,023.90
no par value
(1) This registration statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event
of stock splits, stock dividends or similar transactions pursuant to the
terms of the Plan.
(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 employee benefit plan described herein.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low trading prices of the shares reported by the
New York Stock Exchange on October 23, 2002.
PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees of the Registrant eligible to participate
in the Sonoco Savings Plan as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference herein the following
documents:
(a) The Registrant's Annual Report on Form 10-K, as amended, for the year
ended December 31, 2001 (File No. 0-516);
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002 and June 30, 2002;
(c) The description of the Registrant's common stock contained in the
Registrant's Form 8-A, File No. 001-11261, filed February 16, 1995, as
amended by File No. 002-64529, filed December 30, 1998, and any
subsequent amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VIII of the By-laws of the Company provides for the
indemnification by the Company of any present or former director, officer or
employee of the Company, or any person, who, at the request of the Company, may
have served as director or officer of another corporation in which it owns
shares or of which it is a creditor. Any such person shall be entitled to
reimbursement of expenses and other liabilities to the maximum extent permitted
by the laws of the State of South Carolina or by order of any Court having
jurisdiction in any action or proceeding to which he is a party by reason of
being or having been a director, officer or employee.
Article 9 of the Restated Articles of Incorporation states that no
director of the Company shall be personally liable to the Company or to its
shareholders for monetary damages for breach of fiduciary duty as director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the laws of South Carolina, as presently in effect or as the
same may hereafter be amended.
Under the South Carolina Business Corporation Act of 1988 (the
"Corporation Act"), a corporation has the power to indemnify directors and
officers who meet the standards of good faith and reasonable belief that conduct
was lawful and in the corporate interest (or not opposed thereto) set forth in
the Corporation Act. The Corporation Act also empowers a corporation to provide
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insurance for directors and officers against liability arising out of their
positions even though the insurance coverage is broader than the power of the
corporation to indemnify. Under the Corporation Act, unless limited by its
articles of incorporation, a corporation must indemnify a director or officer
who is wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director or officer
against reasonable expenses incurred by him in connection with the proceeding.
The Registrant's Articles of Incorporation do not provide otherwise. The
provisions of the Corporation Act which deal with indemnification are codified
at Sections 33-8-500 through -580 of the Code of Laws of South Carolina 1976,
amended.
In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
in Item 601
of Regulation S-K Description
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(a)
4.1 Articles of Incorporation (Incorporated by reference
to exhibits to the Company's Form 10-Q for the
quarter ended June 27, 1999)
4.2 Bylaws (Incorporated by reference to exhibits to the
Company's Form 10-Q for the quarter ended June 27,
1999)
4.3 Sonoco Savings Plan
5. Opinion of Haynsworth Sinkler Boyd, P.A.
15 Letter re: unaudited interim financial information
(incorporated by reference to exhibits to the
Company's Forms 10-Q for the quarters ended March 31,
2002 and June 30, 2002)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Haynsworth Sinkler Boyd, P.A. (included in
Exhibit 5).
24 Power of Attorney (included on signature page)
(b) The Company has submitted the Sonoco Savings Plan, as amended, to the
Internal Revenue Service (the "IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
(a) Rule 415 Offerings.
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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
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(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(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;
Provided, however, that paragraphs (1)(i) and (1)(ii) of this undertaking do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
(b) Filings incorporating subsequent Exchange Act documents by reference.
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.
(h) Filing of registration statement on Form S-8.
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 provisions described under Item 6 above, 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.
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SIGNATURES
The Registrant
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 Hartsville, State of South Carolina on October 25,
2002.
Sonoco Products Company
By s/Harris E. DeLoach, Jr.
------------------------
Harris E. DeLoach, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
indicated on October 25, 2002.
Sonoco Products Company
By s/Charles J. Hupfer
-----------------------
Charles J. Hupfer
Vice President and Chief Financial Officer
Each person whose signature appears below constitutes and appoints
Harris E. DeLoach, Jr. and Charles J. Hupfer, jointly and severally, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign this Registration Statement and any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documentation in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may 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 indicated on October 25, 2002.
s/ C. W. Coker Director (Chairman)
------------------------------------
C. W. Coker
s/ H. E. DeLoach, Jr. President, Chief Executive
------------------------------------ Officer and Director
H. E. DeLoach, Jr.
s/ C. J. Bradshaw Director
------------------------------------
C. J. Bradshaw
s/ R. J. Brown Director
------------------------------------
R. J. Brown
s/ F. L. H. Coker Director
------------------------------------
F. L. H. Coker
s/ J. L. Coker Director
------------------------------------
J. L. Coker
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s/ A. T. Dickson Director
------------------------------------
A. T. Dickson
s/ C. C. Fort Director
------------------------------------
C. C. Fort
s/ P. Fulton Director
------------------------------------
P. Fulton
s/ B. L. M. Kasriel Director
------------------------------------
B. L. M. Kasriel
s/ E. H. Lawton, Jr. Director
------------------------------------
E. H. Lawton, Jr.
s/ H. L. McColl, Jr. Director
------------------------------------
H. L. McColl, Jr.
s/ John H. Mullin, III Director
------------------------------------
John H. Mullin, III
s/ T. E. Whiddon Director
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T. E. Whiddon
s/ D. D. Young Director
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D. D. Young
The Plan.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartsville, State of
South Carolina on October 25, 2002.
Sonoco Savings Plan
By: Sonoco Products Company,
as Plan Administrator
By s/ Harris E. DeLoach, Jr.
---------------------------
Harris E. DeLoach, Jr.
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO.
IN ITEM 601
OF REGULATION S-K DESCRIPTION
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4.1 Articles of Incorporation (Incorporated by reference
to exhibits to the Company's Form 10-Q for the
quarter ended June 27, 1999)
4.2 Bylaws (Incorporated by reference to exhibits to the
Company's Form 10-Q for the quarter ended June 27,
1999)
4.3 Sonoco Savings Plan
5. Opinion of Haynsworth Sinkler Boyd, P.A.
15 Letter re: unaudited interim financial information
(incorporated by reference to exhibits to the
Company's Forms 10-Q for the quarters ended March 31,
2002 and June 30, 2002)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Haynsworth Sinkler Boyd, P.A. (included in
Exhibit 5).
24 Power of Attorney (included on signature page)
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