Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SONOCO PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
South Carolina 57-0966962
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One North Second Street, Hartsville, South Carolina 29551
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(Address of principal executive offices and zip code)
SONOCO PRODUCTS COMPANY
1996 Non-Employee Directors' Stock Plan
(Full title of Plan)
Charles J. Hupfer Copies to:
Vice President and George S. King, Jr., Esquire
Chief Financial Officer Suzanne Hulst Clawson, Esquire
One North Second Street Haynsworth Sinkler Boyd, P.A.
Sonoco Products Company 1426 Main Street, Suite 1200
Post Office Box 160 Columbia, South Carolina 29201
Hartsville, South Carolina 29551 (803) 779-3080
(Name and address of agent for service)
(864) 383-7000
(Telephone number, including
area code, of agent for service)
Calculation of Registration Fee
Proposed maximum Proposed maximum
Title of securities offering price per aggregate offering Amount of registration
to be registered Amount to be registered(1) share(2) price(2) fee
---------------- -------------------------- -------- -------- ---
Common Stock, 350,000 $23.965 $8,387,750.00 $771.67
no par value
(1) This registration statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event
of stock splits, stock dividends or similar transactions pursuant to the
terms of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low trading prices of the shares reported by the
New York Stock Exchange on October 23, 2002.
PARTS I AND II
This registration statement relates to registration of 350,000
additional shares of common stock, which are reserved for issuance pursuant to
the Registrant's 1996 Non-Employee Directors' Stock Plan. A registration
statement has previously been filed with respect to other shares of the
Registrant's common stock reserved for issuance under the same plan. The
contents of such earlier registration statement (File No. 333-12657), filed
August 25, 1996, are hereby incorporated by reference herein.
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference herein the following
documents:
(a) The description of the Registrant's common stock contained in the
Registrant's Form 8-A, File No. 001-11261, filed February 16,
1995, as amended by File No. 002-64529, filed December 30, 1998,
and any subsequent amendment or report filed for the purpose of
updating such description.
Item 8. Exhibits.
Exhibit No.
in Item 601
of Regulation S-K Description
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4.1 Articles of Incorporation (Incorporated by reference
to exhibits to the Company's Form 10-Q for the
quarter ended June 27, 1999)
4.2 Bylaws (Incorporated by reference to exhibits to the
Company's Form 10-Q for the quarter ended June 27,
1999)
5. Opinion of Haynsworth Sinkler Boyd, P.A.
15 Letter re: unaudited interim financial information
(incorporated by reference to exhibits to the
Company's Forms 10-Q for the quarters ended March 31,
2002 and June 30, 2002)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Haynsworth Sinkler Boyd, P.A. (included in
Exhibit 5).
24 Power of Attorney (included on signature page)
2
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 Hartsville, State of South Carolina on October 25,
2002.
Sonoco Products Company
By s/Harris E. DeLoach, Jr.
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Harris E. DeLoach, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
indicated on October 25, 2002.
Sonoco Products Company
By s/Charles J. Hupfer
---------------------------------
Charles J. Hupfer
Vice President and Chief Financial Officer
Each person whose signature appears below constitutes and appoints
Harris E. DeLoach, Jr. and Charles J. Hupfer, jointly and severally, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign this Registration Statement and any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documentation in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 25, 2002.
s/C. W. Coker Director (Chairman)
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C. W. Coker
s/ H. E. DeLoach, Jr. President, Chief Executive Officer
------------------------------- and Director
H. E. DeLoach, Jr.
s/C. J. Bradshaw Director
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C. J. Bradshaw
s/R. J. Brown Director
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R. J. Brown
s/ F. L. H. Coker Director
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F. L. H. Coker
3
s/ J. L. Coker Director
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J. L. Coker
s/ A. T. Dickson Director
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A. T. Dickson
s/ C. C. Fort Director
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C. C. Fort
s/ P. Fulton Director
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P. Fulton
s/ B. L. M. Kasriel Director
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B. L. M. Kasriel
s/ E. H. Lawton, Jr. Director
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E. H. Lawton, Jr.
s/ H. L. McColl, Jr. Director
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H. L. McColl, Jr.
s/ John H. Mullin, III Director
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John H. Mullin, III
s/ T. E. Whiddon Director
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T. E. Whiddon
s/ D. D. Young Director
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D. D. Young
4
EXHIBIT INDEX
EXHIBIT NO.
IN ITEM 601
OF REGULATION S-K DESCRIPTION
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4.1 Articles of Incorporation (Incorporated by reference
to exhibits to the Company's Form 10-Q for the
quarter ended June 27, 1999)
4.2 Bylaws (Incorporated by reference to exhibits to the
Company's Form 10-Q for the quarter ended June 27,
1999)
5. Opinion of Haynsworth Sinkler Boyd, P.A.
15 Letter re: unaudited interim financial information
(incorporated by reference to exhibits to the
Company's Forms 10-Q for the quarters ended March 31,
2002 and June 30, 2002)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Haynsworth Sinkler Boyd, P.A. (included in
Exhibit 5).
24 Power of Attorney (included on signature page)
5