REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LOUISIANA-PACIFIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 93-0609074
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
111 S.W. Fifth Avenue
Portland, Oregon 97204
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
LOUISIANA-PACIFIC CORPORATION 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
Anton C. Kirchhof, Jr.
Secretary
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Telephone (503) 221-0800
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
REGISTERED PER SHARE OFFERING PRICE
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Common Stock,
par value $1 per 600,000 shares (2) $10,614,000(2) (3)
share, and options
therefor (1)
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(1) Each share of Common Stock being registered hereunder includes one
Preferred Share Purchase Right exercisable on the terms and conditions
specified therein. Prior to the occurrence of certain events, the Preferred
Share Purchase Rights will not be evidenced separately from the Common
Stock; value attritutable to such Rights, if any, is reflected in the
market price of the Common Stock.
(2) Pursuant to Rule 457(h), the proposed maximum aggregate offering price and
the registration fee have been computed based on the average of the high
and low per share sales prices, $17.69, reported for the Common Stock on
the New York Stock Exchange Composite Transactions on September 17, 1999.
(3) Pursuant to General Instruction E, the registration fee as to 434,230
shares of $2,135 is carried over from the registrant's Registration
Statement on Form S-8 (No. 33-62317), as to which a post-effective
amendment is concurrently being filed to de-register such shares, with the
balance of $816 being paid by wire transfer, for a total registration fee
of $2,951.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, and June 30, 1999.
(c) The registrant's Current Report on Form 8-K filed on March 5,
1999 to report that Striper Acquisition, Inc. ("Striper"), a wholly
owned subsidiary of the registrant, merged with and into ABT
Building Products Corporation ("ABT") pursuant to an Agreement and
Plan of Merger dated as of January 19, 1999 among the registrant,
Striper, and ABT.
(d) The registrant's Current Report on Form 8-K filed on August 18,
1999 to report that the registrant had entered into an amended and
restated agreement with Le Groupe Forex, Inc., a Quebec company
("Forex"), providing for a tender offer by the registrant or a
wholly owned subsidiary of the registrant for all outstanding shares
of Forex.
(e) The description of the registrant's Common Stock included as
Exhibit 99.1 to the registrant's Report on Form 8-K filed May 26,
1998.
(f) The description of preferred share purchase rights contained in
the registrant's Registration Statement on Form 8-A filed May 26,
1998.
All documents filed by the registrant subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Indemnification
The registrant's certificate of incorporation generally provides that its
directors will have no personal liability to the registrant or its stockholders
for monetary damages resulting from breaches of their fiduciary duties. However,
the directors nonetheless remain liable for breaches of their duty of loyalty to
the registrant and its stockholders, as well as for acts or
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omissions not in good faith or which involve intentional misconduct or a knowing
violation of law and transactions from which a director derives improper
personal benefit.
Section 174 of the Delaware General Corporation Law ("Law") provides that
any director against whom a claim shall be successfully asserted under said
section for an unlawful payment of a dividend or an unlawful stock purchase or
redemption in certain circumstances shall be entitled to be subrogated to the
rights of the corporation against stockholders who received the dividend on, or
assets for the sale or redemption of, their stock with knowledge that the same
was unlawful. Said section also provides that any such director shall be
entitled to contribution from the other directors who voted for or concurred in
the unlawful dividend, stock purchase, or redemption.
The registrant's certificate of incorporation and bylaws provide that the
registrant shall indemnify its officers and directors to the full extent
permitted by Section 145 of the Law, as amended from time to time. Said Section
145 authorizes a corporation, under certain conditions, to indemnify each person
who is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise (including an employee benefit plan), against certain expenses,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
in which he was or is a party or is threatened to be made a party by reason of
being or having been such director, officer, employee, or agent. In addition to
the indemnification authorized by Section 145 of the Law, the registrant's
bylaws provide that the registrant shall indemnify any natural person (not
including non-employee lawyers, accountants, actuaries, investment advisers, or
arbitrators acting in such capacity) who is or was serving in a fiduciary
capacity with respect to one of the registrant's employee benefit or welfare
plans or who is or was performing any service or duty on behalf of the
registrant with respect to such a plan, against all expenses, judgments, fines,
and amounts paid in settlement incurred by such person in connection with any
action or proceeding arising out of such service or performance, to the extent
such expenses and amounts are insurable but not covered by collectible insurance
or otherwise indemnified. Such indemnification shall not be available to any
person who participated in or knowingly failed to take appropriate action with
respect to any violation of any responsibilities or obligations imposed upon
fiduciaries by law, knowing such to be a violation of such responsibilities or
obligations.
Insurance
The registrant maintains directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined) as a result of claims brought against them based upon their acts or
omissions in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-5.
Item 9. Undertakings.
(a) 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:
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(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 ("Securities Act");
(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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking of the registrant in the preceding sentence does not apply to
insurance against liability arising under the Securities Act.
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SIGNATURES
The Registrant.
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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 Portland, state of Oregon, on the 23rd day of
September, 1999.
LOUISIANA-PACIFIC CORPORATION
(Registrant)
By /s/ Curtis M. Stevens
Curtis M. Stevens
Vice President, Treasurer and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 23rd day of September, 1999.
Signature Title
(1) Principal Executive Officer and Director
MARK A. SUWYN* Chairman of the Board, Chief Executive
Officer and Director
(2) Principal Financial and Accounting Officer:
/s/ Curtis M. Stevens Vice President, Treasurer and Chief Financial
Curtis M. Stevens Officer
(3) A majority of the Board of Directors:
JOHN W. BARTER* Director
WILLIAM C. BROOKS* Director
ARCHIE W. DUNHAM* Director
PAUL W. HANSEN* Director
DONALD R. KAYSER* Director
PATRICK F. McCARTAN* Director
LEE C. SIMPSON* Director
*By /s/ Curtis M. Stevens
Curtis M. Stevens
Attorney-in-fact
INDEX TO EXHIBITS
4.1 The registrant's Restated Certificate of Incorporation. Incorporated by
reference to Exhibit 3(a) to the registrant's Form 10-Q report for the
quarter ended June 30, 1993.
4.2 The registrant's Bylaws as amended effective September 1, 1999.
Incorporated by reference to Exhibit 4.2 to the registrant's Registration
Statement on Form S-8 filed September 24, 1999 (No. 333-87775).
4.3 Rights Agreement, dated as of May 26, 1998, between the registrant and
First Chicago Trust Company of New York, as Rights Agent, including the
form of Right Certificate as Exhibit A and the Summary of Rights to
Purchase Preferred Shares as Exhibit B. Incorporated by reference to
Exhibit 1 to the registrant's Registration on Form 8-A filed May 26, 1998.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the legality of
the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Miller, Nash, Wiener, Hager & Carlsen LLP (included in Exhibit
5).
24 Power of attorney of certain officers and directors.
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Other exhibits listed in Item 601 to Regulation S-K are not applicable.
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Exhibit 5
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MILLER, NASH, WIENER, HAGER & CARLSEN LLP
ATTORNEYS AT LAW
3500 U.S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155
September 23, 1999
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Subject: Registration Statement on Form S-8 Relating to
1992 Non-Employee Director Stock Option Plan
Gentlemen:
Reference is made to the Registration Statement on Form S-8 ("Registration
Statement") to be filed by Louisiana-Pacific Corporation, a Delaware
corporation ("Company"), with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended (the
"Securities Act"), an aggregate of 600,000 shares of the Company's Common
Stock, $1 par value ("Shares"), to be issued pursuant to options for such
shares granted under the Company's 1992 Non-Employee Director Stock Option Plan
("Plan").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, certificates of public officials,
and other documents as we have deemed necessary or relevant as a basis for the
opinion set forth herein.
Based on the foregoing, it is our opinion that:
1. The Plan has been duly adopted and approved by all necessary corporate
action, and when the options under the Plan have been granted in accordance
with the Plan, such options will have been legally issued.
2. The 600,000 Shares issuable upon exercise of options granted under the
Plan have been duly authorized and reserved for issuance.
3. When the Shares are issued and sold by the Company upon exercise of
options duly granted under the Plan while the Registration Statement is
effective, and when payment of the option exercise price for the Shares to the
extent and in the manner required by the Plan and not less than the par value
thereof is received by the Company, the Shares will be legally issued, fully
paid and nonassessable.
We consent to the use of this opinion in the Registration Statement and in
any amendments thereof. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
MILLER, NASH, WIENER, HAGER & CARLSEN LLP
Exhibit 23.1
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Louisiana-Pacific Corporation on Form S-8 of our report dated
January 29, 1999 (February 25, 1999 as to the first paragraph of Note 11),
appearing in the Annual Report on Form 10-K of Louisiana-Pacific
Corporation for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Portland, Oregon
September 17, 1999
Exhibit 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our firm) included in or made a part of
this Registration Statement on Form S-8 related to the Louisiana-Pacific
Corporation Annual Report on Form 10-K for the year ended December 31,
1998.
ARTHUR ANDERSEN LLP
Portland, Oregon,
September 17, 1999
Exhibit 24
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POWER OF ATTORNEY
Each person whose signature appears below designates and appoints Curtis M.
Stevens and Anton C. Kirchhof, Jr. and each of them, the person's true and
lawful attorneys-in-fact and agents to sign a registration statement on Form S-8
to be filed by Louisiana-Pacific Corporation, a Delaware corporation (the
"Corporation"), with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to the Corporation's 1992 Non-Employee
Director Stock Option Plan, and any and all amendments thereto (including
post-effective amendments). Each person whose signature appears below also
grants full power and authority to these attorneys-in-fact and agents to take
any action and execute any documents that they deem necessary or desirable in
connection with the preparation and filing of the registration statement, as
fully as the person could do in person, hereby ratifying and confirming all that
the attorneys-in-fact and agents may lawfully do or cause to be done.
IN WITNESS WHEREOF, this power of attorney has been executed by the undersigned
as of this 31st day of July, 1999.
Signature Title
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Chairman, Chief Executive Officer and
/s/ Mark A. Suwyn Director (Principal Executive
Mark A. Suwyn Officer)
Vice President, Treasurer and Chief
/s/ Curtis M. Stevens Financial Officer (Principal
Curtis M. Stevens Financial and Accounting Officer)
Director
/s/ John W. Barter
John W. Barter
Director
/s/ William C. Brooks
William C. Brooks
Director
/s/ Archie W. Dunham
Archie W. Dunham
Director
/s/ Paul W. Hansen
Paul W. Hansen
Director
/s/ Donald R. Kayser
Donald R. Kayser
Director
/s/ Patrick F. McCartan
Patrick F. McCartan
Director
/s/ Lee C. Simpson
Lee C. Simpson