Securities Registration: Employee Benefit Plan (s-8)
28 Ottobre 2013 - 9:26PM
Edgar (US Regulatory)
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OFFICEMAX
INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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82-0100790
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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263 SHUMAN BOULEVARD
NAPERVILLE, ILLINOIS
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60563
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(Address of principal executive offices)
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(Zip code)
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OFFICEMAX SAVINGS PLAN
(Full title of the plan)
SUSAN WAGNER-FLEMING
SENIOR VICE PRESIDENT, CORPORATE SECRETARY, AND ASSOCIATE GENERAL COUNSEL
OFFICEMAX INCORPORATED
263 SHUMAN BOULEVARD
NAPERVILLE, ILLINOIS 60563
(630) 438-7800
(Name,
address and telephone number, including area code, of agent for service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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TITLE OF
SECURITIES
TO BE
REGISTERED
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AMOUNT TO BE
REGISTERED
(1)
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PROPOSED
MAXIMUM
OFFERING PRICE
PER SHARE
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PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE
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AMOUNT OF
REGISTRATION
FEE
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Common Stock, par value $2.50 per share
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2,000,000
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$14.95
(2)
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$29,900,000
(2)
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$3,851.12
(2)
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(1)
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The shares of common stock being registered will be issued in connection with the OfficeMax Savings Plan (the Plan). This registration statement also covers an indeterminate number of shares of common stock
that may be issuable by reason of stock splits, stock dividends, or other adjustment provisions of the Plan, in accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act).
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(2)
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The aggregate offering price and registration fee have been calculated in accordance with Rule 457(h) under the Securities Act. The computation is based on the average of the high and low sale price of the common stock
as reported on the New York Stock Exchange on October 23, 2013.
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EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8 and Rule 429, OfficeMax Incorporated (the Company), a Delaware corporation, is
filing this registration statement for the purpose of registering an additional 2,000,000 shares of our common stock, which may be issued upon the redemption, at the option of the Company, of the Companys outstanding Series D Preferred Stock
held under the OfficeMax Savings Plan (the Plan), in accordance with the terms of the related Certificate of Designation of Convertible Preferred Stock, Series D of Boise Cascade Corporation. The contents of the prior registration
statements (File Nos. 033-28595 and 333-113648) pertaining to shares issuable under the Plan are incorporated herein by reference.
Item 8.
Exhibits.
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
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Exhibit No.
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Description
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4.1
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OfficeMax Savings Plan (as Amended and Restated effective as of January 1, 2009). Filed as Exhibit 4.1 to the Companys Post-Effective Amendment to Form S-8 filed with the Securities and Exchange Commission on October 26,
2010.
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5.1
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Opinion of Susan Wagner-Fleming, Senior Vice President, Secretary and Associate General Counsel of the Company.
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23.1
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Consent of Susan Wagner-Fleming, Senior Vice President, Secretary and Associate General Counsel of the Company (included in Exhibit 5.1).
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23.2
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Consent of independent registered public accounting firm.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, OfficeMax Incorporated 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Naperville, State of Illinois,
on this 28th day of October, 2013.
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OfficeMax Incorporated
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By:
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/s/ Ravichandra Saligram
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Ravichandra Saligram
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President and Chief Executive Officer
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Dated: October 28, 2013
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, on
behalf of the registrant and in the capacities indicated, on October 28, 2013.
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Signature
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Capacity
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(i) Principal Executive Officer:
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/s/ Ravichandra Saligram
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President and Chief Executive Officer
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Ravichandra Saligram
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(ii) Principal Financial and Accounting Officer
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/s/ Deborah A. OConnor
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Interim Chief Financial Officer, Senior Vice President, Finance and Chief Accounting Officer
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Deborah A. OConnor
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(iii) Directors:
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/s/ Warren F. Bryant
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/s/ V. James Marino
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Warren F. Bryant
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V. James Marino
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/s/ Joseph M. DePinto
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/s/ William J. Montgoris
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Joseph M. DePinto
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William J. Montgoris
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/s/ Rakesh Gangwal
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/s/ Ravichandra Saligram
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Rakesh Gangwal
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Ravichandra Saligram
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/s/ Francesca Ruiz de Luzuriaga
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/s/ David M. Szymanski
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Francesca Ruiz de Luzuriaga
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David M. Szymanski
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EXHIBIT INDEX
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EXHIBIT NUMBER
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DESCRIPTION OF EXHIBIT
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4.1
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OfficeMax Savings Plan (as Amended and Restated effective as of January 1, 2009). Filed as Exhibit 4.1 to the Companys Post-Effective Amendment to Form S-8 filed with the Securities and Exchange Commission on October 26,
2010.
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5.1
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Opinion of Susan Wagner-Fleming, Senior Vice President, Secretary and Associate General Counsel of the Company.
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23.1
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Consent of Susan Wagner-Fleming, Senior Vice President, Secretary and Associate General Counsel of the Company (included in Exhibit 5.1).
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23.2
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Consent of independent registered public accounting firm.
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