As filed with the Securities and Exchange Commission on August 17, 1994. Registration No. 33- 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 1994 EMPLOYEE STOCK PURCHASE 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 =============================================================================
Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered Per Share Offering Price Registration Fee ____________________________________________________________________________________________ Common Stock 700,000 shares (2) $21,918,750(2) $7,558.24(2) (par value $1 per share)(1) ============================================================================================ (1) Includes rights under the 1994 Employee Stock Purchase Plan. (2) Pursuant to Rule 457(h), the proposed maximum aggregate offering price and the registration fee have been computed based upon the average of the high and low sales prices, $31.3125, reported for the Common Stock on the New York Stock Exchange- Composite Transactions on August 11, 1994. 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, 1993. (b) The registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994, and June 30, 1994. (c) The description of the registrant's Common Stock included as Exhibit 99 to the registrant's Report on Form 8-K dated July 27, 1994. 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 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, 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) 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 which 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. 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 15th day of August, 1994. LOUISIANA-PACIFIC CORPORATION (Registrant) By /s/ WILLIAM L. HEBERT William L. Hebert Treasurer 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 15th day of August, 1994. Signature Title --------- ----- (1) Principal Executive Officer and Director HARRY A. MERLO* Chairman, President and Director (2) Principal Financial Officer: /s/ WILLIAM L. HEBERT Treasurer William L. Hebert (3) Principal Accounting Officer: JAMES F. ELLISOR* Controller, Operations (4) A majority of the Board of Directors: PIERRE S. DU PONT IV* Director JAMES EISSES* Director BONNIE GUITON HILL* Director DONALD R. KAYSER* Director FRANCINE I. NEFF* Director RONALD L. PAUL* Director CHARLES E. YEAGER* Director *By /s/ ANTON C. KIRCHHOF, JR. Anton C. Kirchhof, Jr. Attorney-in-fact 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 second quarter of 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(b) to the registrant's Form 10-Q report for the second quarter of 1993. 4.3 Rights Agreement as Restated as of February 3, 1991, between the registrant and First Chicago Trust Company of New York as Rights Agent. Incorporated by reference to Exhibit 4 to the registrant's Form 8-K report dated March 18, 1991. 5 Opinion of Miller, Nash, Wiener, Hager & Carlsen as to the legality of the securities being registered. 23.1 Consent of Arthur Andersen & Co., independent accountants. 23.2 Consent of Miller, Nash, Wiener, Hager & Carlsen (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, WIENER, HAGER & CARLSEN ATTORNEYS AND COUNSELORS AT LAW 3500 U. S. BANCORP TOWER 111 S.W. FIFTH AVENUE PORTLAND, OREGON 97204-3699 TELEPHONE (503) 224-5858 FACSIMILE (503) 224-0155 August 15, 1994 Louisiana-Pacific Corporation 111 S.W. Fifth Avenue Portland, Oregon 97204 Subject: Registration Statement on Form S-8 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, an aggregate of 700,000 shares of the Company's Common Stock, $1 par value ("Shares"), to be issued under the Company's 1994 Employee Stock Purchase Plan ("Plan"), together with related rights thereunder. 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 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 in compliance with state securities laws, 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. Very truly yours, /s/ MILLER, NASH, WIENER, HAGER & CARLSEN
EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 4, 1994, included in Louisiana-Pacific Corporation's Form 10-K for the year ended December 31, 1993. /s/ ARTHUR ANDERSEN & CO. Portland, Oregon, August 15, 1994
EXHIBIT 24 POWER OF ATTORNEY Each person whose signature appears below designates and appoints HARRY A. MERLO, WILLIAM L. HEBERT and ANTON C. KIRCHHOF, JR., and each of them, his 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 700,000 shares of common stock of Louisiana-Pacific Corporation and rights relating thereto to be issued pursuant to the Louisiana-Pacific Corporation 1994 Employee Stock Purchase 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 24th day of July, 1994. Signature Title /s/ HARRY A. MERLO Chairman, President and Harry A. Merlo Director (Principal Executive Officer) /s/ JAMES EISSES Executive Vice President and James Eisses Director /s/ RONALD L. PAUL Vice President-Operations and Ronald L. Paul Director /s/ WILLIAM L. HEBERT Treasurer William L. Hebert (Principal Financial Officer) /s/ JAMES F. ELLISOR Controller, Operations James F. Ellisor (Principal Accounting Officer) /s/ PIERRE S. DU PONT IV Director Pierre S. du Pont IV /s/ BONNIE GUITON HILL Director Bonnie Guiton Hill /s/ DONALD R. KAYSER Director Donald R. Kayser /s/ FRANCINE I. NEFF Director Francine I. Neff /s/ CHARLES E. YEAGER Director Charles E. Yeager