Registration No. 333-
================================================================================
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 CORPORATION 1997 INCENTIVE STOCK AWARD 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
===========================================================================================
Proposed Maximum
Title of Amount to be Offering Price Proposed Maximum Amount of
Securities to be Registered Per Share Aggregate Registration Fee
Registered Offering Price
-------------------------------------------------------------------------------------------
Common Stock,
par value $1 per 5,000,000 $11.81 (3) $59,050,000 (3) $5,432.60 (4)
share, and options shares(2)
and other rights
related thereto(1)
===========================================================================================
(1) Includes one Preferred Stock Purchase Right for each share of Common Stock,
exercisable on the terms and conditions specified therein. Prior to the
occurrence of certain events, the Preferred Stock 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) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers an indeterminate number of additional shares reserved
for issuance under the 1997 Incentive Stock Award Plan as a result of any
future stock split, stock dividend, or similar adjustment of the outstanding
Common Stock.
(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, $11.81, reported for the Common Stock on the New York
Stock Exchange-Composite Transactions on May 6, 2002.
(4) Pursuant to Rule 457(p), the registration fee in the amount of $5,432.60 is
offset entirely by the unused registration fee associated with unsold
securities previously registered for issuance by Louisiana-Pacific
Corporation under the following registration statement on Form S-8, which is
being terminated concurrently with the filing of this registration
statement:
Registration No. Initial Filing Date Total Unused Fee
---------------- ------------------- ----------------
333-53695 May 27, 1998 $8,802.41
================================================================================
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, 2001.
(b) The registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002.
(c) The registrant's Current Report on Form 8-K filed on
May 9, 2002.
(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.
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
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 corporation
against stockholders who received the dividend on, or assets for the sale or
redemption of,
II-1
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 ("Securities Act");
II-2
(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.
II-3
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 7th day of May,
2002.
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 7th day of May, 2002.
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
Curtis M. Stevens and Chief Financial Officer
(3) A majority of the Board of Directors:
WILLIAM C. BROOKS* Director
E. GARY COOK* Director
ARCHIE W. DUNHAM* Director
PAUL W. HANSEN * Director
BRENDA J. LAUDERBACK* Director
LEE C. SIMPSON* Director
COLIN D. WATSON* Director
*By /s/ Anton C. Kirchof
-----------------------------
Anton C. Kirchhof
Attorney-in-fact
II-4
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.
4.2 Article I, Article II, Sections 2 and 11, Article IV, Article VII and
Article X of the registrant's Bylaws, as amended, defining the rights of
holders of Common Stock. Incorporated by reference to Exhibit 3.1 to the
registrant's Form 10-Q report for the quarter ended June 30, 2001.
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 Opinion of Miller Nash LLP as to the legality of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Miller Nash LLP (included in Exhibit 5).
24 Power of attorney of certain officers and directors.
- -----------
Other exhibits listed in Item 601 to Regulation S-K are not applicable.
Exhibit 5
Miller Nash LLP
ATTORNEYS AT LAW
111 S.W. Fifth Avenue
Portland, Oregon 97204-3699
(503) 224-5858
(503) 224-0155 (fax)
May 7, 2002
Louisiana-Pacific Corporation
805 S.W. Broadway, Suite 1200
Portland, Oregon 97205
Subject: Registration Statement on Form S-8 Relating to 1997 Incentive
Stock Award 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"),
5,000,000 additional shares of the Company's Common Stock, $1 par value
("Shares"), to be issued under the Company's 1997 Incentive Stock Award Plan
("Plan"), together with rights related thereto.
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.
2. The 5,000,000 additional Shares issuable under the Plan have been duly
authorized and reserved for issuance.
3. When the Shares are issued and sold by the Company as provided in the
Plan while the Registration Statement is effective, and when payment 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,
/s/ MILLER NASH LLP
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
30, 2002, appearing in the Annual Report on Form 10-K of Louisiana-Pacific
Corporation for the year ended December 31, 2001.
/s/ DELOITTE & TOUCHE LLP
Portland, Oregon
May 7, 2002
Exhibit 24
POWER OF ATTORNEY
Each person whose signature appears below designates and appoints CURTIS
M. STEVENS and ANTON C. KIRCHHOF, JR., and each of them, his or her 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, with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the purpose of registering 5,000,000 additional shares of common stock of
Louisiana-Pacific Corporation, to be issued pursuant to the Louisiana-Pacific
Corporation 1997 Incentive Stock Award Plan, together with any and all
amendments (including post-effective amendments) to the registration statement.
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 he 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 6th day of May, 2002.
Signature Title
/s/ Mark A. Suwyn
- --------------------------
Mark A. Suwyn Chief Executive Officer, Chairman
of the Board, Director
/s/ Curtis M. Stevens
- --------------------------
Curtis M. Stevens Vice President, Treasurer and
Chief Financial Officer
/s/ William C. Brooks
- --------------------------
William C. Brooks Director
/s/ E. Gary Cook
- --------------------------
E. Gary Cook Director
/s/ Archie W. Dunham
- --------------------------
Archie W. Dunham Director
/s/ Paul W. Hansen
- --------------------------
Paul W. Hansen Director
/s/ Brenda J. Lauderback
- --------------------------
Brenda J. Lauderback Director
- --------------------------
Patrick F. McCartan Director
/s/ Lee C. Simpson
- --------------------------
Lee C. Simpson Director
/s/ Colin D. Watson
- --------------------------
Colin D. Watson Director