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.)
805 S.W. Broadway, Suite 1200
Portland, Oregon 97205
(Address of principal executive offices) (Zip Code)
LOUISIANA-PACIFIC SALARIED 401(k) AND PROFIT SHARING PLAN
LOUISIANA-PACIFIC HOURLY 401(k) AND PROFIT SHARING PLAN
(Full title of the plan)
Anton C. Kirchhof, Jr.
Secretary
Louisiana-Pacific Corporation
805 S.W. Broadway, Suite 1200
Portland, Oregon 97205
Telephone (503) 821-5100
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities Registered Per Share Offering Price Registration Fee
to be Registered
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Common Stock,
par value $1 per 3,500,000 (3) $62,842,500 (3) $5,084.00
share (1) (2) shares
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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 attributable to such Rights, if any, is reflected in the market price
of the Common Stock.
(2) In addition, pursuant to Rule 416 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 plans referenced herein,
as well as such indefinite additional number of shares as may be issued with
respect to the plans as a result of stock dividends and splits.
(3) 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 sales prices, $17.96, reported for the Common Stock on the New York
Stock Exchange-Composite Transactions on October 29, 2003.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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 fiscal year
ended December 31, 2002.
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2003, and June 30, 2003.
(c) The registrant's Current Report on Form 8-K filed October 27,
2003.
(d) The description of the registrant's Common Stock included as
Exhibit 99.1 to the registrant's Current Report on Form 8-K filed
May 26, 1998.
(e) The description of preferred stock 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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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
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 shall be entitled to be subrogated to the rights of the
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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.
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Not applicable.
Item 8. Exhibits.
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The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-6.
Item 9. Undertakings.
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(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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 ("Securities Act");
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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;
(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.
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 3rd day of
November, 2003.
LOUISIANA-PACIFIC CORPORATION
(Registrant)
By /s/ Curtis M. Stevens
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Curtis M. Stevens
Executive Vice President, Administration 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 3rd day of November, 2003.
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
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Curtis M. Stevens Executive Vice President,
Administration and Chief
Financial Officer
(3) A majority of the Board of Directors:
E. GARY COOK* Director
ARCHIE W. DUNHAM* Director
DANIEL K. FRIERSON* Director
PAUL W. HANSEN * Director
BRENDA J. LAUDERBACK* Director
DUSTAN E. MCCOY* Director
LEE C. SIMPSON* Director
COLIN D. WATSON* Director
*By /s/ Anton C. Kirchhof
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Anton C. Kirchhof
Attorney-in-fact
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The Plans.
Pursuant to the requirements of the Securities Act of 1933, the
Louisiana-Pacific Salaried 401(k) and Profit Sharing Plan and the
Louisiana-Pacific Hourly 401(k) and Profit Sharing Plan have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the city of Portland, state of Oregon, on the 3rd
day of November, 2003.
LOUISIANA-PACIFIC SALARIED 401(k) AND
PROFIT SHARING PLAN
(Plan)
By /s/ Curtis M. Stevens
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Curtis M. Stevens
Chairman, Administrative Committee
LOUISIANA-PACIFIC HOURLY 401(k) AND
PROFIT SHARING PLAN
(Plan)
By /s/ Curtis M. Stevens
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Curtis M. Stevens
Chairman, Administrative Committee
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INDEX TO EXHIBITS
4.1 Articles Fourth, Fifth, Seventh, Eighth, Ninth, and Tenth of the
registrant's Restated Certificate of Incorporation, defining the rights of
holders of Common Stock. Incorporated by reference to Exhibit 3(a) to the
registrant's Form 10-Q report for the quarter ended June 30, 1993. (File
No. 1-7107).
4.2 Article I, Article II, Sections 2 and 11, Article IV, Article VII and
Article X of the registrant's Bylaws, as amended and restated effective
May 9, 2003, defining the rights of holders of Common Stock. Incorporated
by reference to Exhibit 3.2 to the registrant's Form 10-Q report for the
quarter ended June 30, 2003.
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.
4.4 Amendment to Rights Agreement dated as of October 17, 2001, between the
registrant and First Chicago Trust Company of New York, as Rights Agent.
Incorporated by reference to Exhibit 4.2 to the registrant's Annual Report
on Form 10-K for the year ended December 31, 2001.
5.1 Internal Revenue Service Determination Letter dated February 13, 2002,
regarding qualification of Louisiana-Pacific Salaried 401(k) and Profit
Sharing Plan under Section 401 of the Internal Revenue Code.
5.2 Internal Revenue Service Determination Letter dated February 13, 2002,
regarding qualification of Louisiana-Pacific Hourly 401(k) and Profit
Sharing Plan under Section 401 of the Internal Revenue Code.
23 Consent of Deloitte & Touche LLP.
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 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201
Date: February 13, 2002
LOUISIANA-PACIFIC CORPORATION Employer Identification Number:
C/O DONALD A BURNS 93-0609074
MILLER NASH LLP DLN:
111 SW FIFTH AVE SUITE 3500 PORTLAND, 17007263015031
OR 97204-3699 Person to Contact:
BRIAN HOHLER ID# 11205
Contact Telephone Number:
(877) 829-5500
Plan Name:
LOUISIANA-PACIFIC SALARIED 401K &
PROFIT SHARING PLAN
Plan Number: 040
Dear Applicant:
We have made a favorable determination on the plan identified above
based on the information you have supplied. Please keep this letter, the
application forms submitted to request this letter and all correspondence with
the Internal Revenue Service regarding your application for a determination
letter in your permanent records. You must retain this information to preserve
your reliance on this letter.
Continued qualification of the plan under its present form will
depend on its effect in operation. See section 1.401-l(b)(3) of the Income Tax
Regulations. We will review the status of the plan in operation periodically.
The enclosed Publication 794 explains the significance and the scope
of this favorable determination letter based on the determination requests
selected on your application forms. Publication 794 describes the information
that must be retained to have reliance on this favorable determination letter.
The publication also provide examples of the effect of a plans operation on its
qualified status and discusses the reporting requirements for qualified plans.
Please read Publication 794.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated December 17, 2001. The proposed
amendments should be adopted on or before the date prescribed by the regulations
under Code section 401(b).
This determination letter is applicable for the amendment(s)
executed on October 29, 1999.
This determination letter is also applicable for the amendment(s)
dated on December 29, 2000.
Based on the information supplied, we have determined that your plan
meets the requirements of section 401(k) of the Internal Revenue Code.
This letter considers the changes in qualification requirements made
by
the Uruguay Round Agreements Act, Pub. L. 103-465, the Small
Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services
Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer
Relief Act of 1997, Pub, L. 105-34, the Internal Revenue Service Restructuring
and Reform Act of 1998, Pub, L. 105-206, and the Community Renewal Tax Relief
Act of 2000, Pub. L. 106.554.
This letter may not be relied on with respect to whether the plan
satisfies the requirements of section 401 (a) of the Code, as amended by the
Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.
The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997. For more details, call 1.800-998.7542 for a free copy of the SPD
card.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul T. Shultz
------------------
Paul T. Shultz
Director,
Employee Plans Rulings & Agreements
Enclosures:
Publication 794
Addendum
This determination letter is also applicable for the amendments dated on January
l, 2001 and May 24, 2001.
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201
Date: February 13, 2002
LOUISIANA-PACIFIC CORPORATION Employer Identification Number:
C/O DONALD A BURNS 93-0609074
MILLER NASH LLP DLN:
111 SW FIFTH AVE SUITE 3500 PORTLAND, 17007263011041
OR 97204-3699 Person to Contact:
BRIAN HOHLER ID# 11205
Contact Telephone Number:
(877) 829-5500
Plan Name:
LOUISIANA-PACIFIC SALARIED 401K &
PROFIT SHARING PLAN
Plan Number: 041
We have made a favorable determination on the plan identified above
based on the information you have supplied. Please keep this letter, the
application forms submitted to request this letter and all correspondence with
the Internal Revenue Service regarding your application for a determination
letter in your permanent records. You must retain this information to preserve
your reliance on this letter.
Continued qualification of the plan under its present form will
depend on its effect in operation. See section 1.401-l(b)(3) of the Income Tax
Regulations. We will review the status of the plan in operation periodically.
The enclosed Publication 794 explains the significance and the scope
of this favorable determination letter based on the determination requests
selected on your application forms. Publication 794 describes the information
that must be retained to have reliance on this favorable determination letter.
The publication also provide examples of the effect of a plan's operation or its
qualified status and discusses the reporting requirements for qualified plans.
Please read Publication 794.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated January 23, 2002. The proposed
amendments should be adopted on or before the date prescribed by the regulations
under Code section 401(b).
This determination letter is applicable for the amendment(s)
executed on October 29, 1999.
This determination letter is also applicable for the amendment(s)
dated on December 1, 2000.
Based on the information supplied, we have determined that your plan
meets the requirements of section 401(k) of the Internal Revenue Code.
This letter considers the changes in qualification requirements made
by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job
Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and
Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of
1997, Pub. L. 105.34, the Internal Revenue Service Restructuring and Reform Act
of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub.
L. 106-554.
This letter may not be relied on with respect to whether the plan
satisfies the requirements of section 401(a) of the Code, as amended by the
Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.
The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul T. Shultz
------------------
Paul T. Shultz
Director,
Employee Plans Rulings & Agreements
Enclosures:
Publication 794
Addendum
This determination letter is also applicable for the amendment(s) dated December
29, 2000; January 1, 2001; May 24, 2001 and September 4, 2001.
Exhibit 23
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
February 4, 2003 (February 27, 2003 as to Note 18), appearing in the
Annual Report on Form 10-K of Louisiana-Pacific Corporation for the year
ended December 31, 2002.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Portland, Oregon
November 1, 2003
Exhibit 24
POWER OF ATTORNEY
Each person whose signature appears below designates and appoints CURTIS
M. STEVENS and ANTON C. KIRCHHOF, 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 up to 3,500,000 shares of the Corporation's
common stock, to be issued to participants in the Corporation's Salaried 401(k)
and Profit Sharing Plan and its Hourly 401(k) and Profit Sharing Plan, together
with an indeterminate amount of interests in such plans, 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 instruments 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 or their
substitutes may lawfully do or cause to be done.
IN WITNESS WHEREOF, this power of attorney has been executed by each of
the undersigned as of the 1st day of November, 2003.
Signature Title
/s/ Mark A. Suwyn
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Mark A. Suwyn Chairman of the Board, Chief Executive
Officer, and Director
/s/ Curtis M. Stevens
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Curtis M. Stevens Executive Vice President, Administration and
Chief Financial Officer
/s/ E. Gary Cook
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E. Gary Cook Director
/s/ Archie W. Dunham
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Archie W. Dunham Director
/s/ Daniel K. Frierson
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Daniel K. Frierson Director
1 of 2
/s/ Paul W. Hansen
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Paul W. Hansen Director
/s/ Brenda J. Lauderback
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Brenda J. Lauderback Director
/s/ Dustan E. McCoy
- ----------------------------
Dustan E. McCoy Director
/s/ Lee C. Simpson
- ----------------------------
Lee C. Simpson Director
/s/ Colin D. Watson
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Colin D. Watson Director
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