As filed with the Securities and Exchange Commission on April 8, 2002
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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INTERNATIONAL PAPER COMPANY
(Exact Name of Registrant as specified in its charter)
New York 13-0872805
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Atlantic Street
Stamford, Connecticut 06921
(Address including zip code of Principal Executive Offices)
INTERNATIONAL PAPER
PERFORMANCE SHARE PROGRAM
(pursuant to the International Paper Company Long-Term Incentive Compensation Plan)
(Full title of the plan)
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Barbara L. Smithers, Esq.
Vice President and Secretary
International Paper Company
400 Atlantic Street
Stamford, Connecticut 06921
(203) 541-8000
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Beverly F. Chase
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
212-450-4000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered(1) Per Unit (2) Offering Price(2) Registration Fee
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Common Stock, par value $1.00 per
share 3,000,000 $41.32 $123,960,000.00 $11,404.32
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(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act of
1933, as amended (the "1933 Act"), solely for the purpose of computing the
registration fee, based on the average of the high and low prices of the
securities being registered hereby on the New York Stock Exchange on April
4, 2002.
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PART I
The information specified in Item 1 and Item 2 of Part I of the
Registration Statement on Form S-8 (the "Registration Statement") is omitted
from this filing in accordance with the provisions of Rule 428 under the 1933
Act and the introductory note to Part I of the Registration Statement. The
documents containing the information specified in Part I will be delivered to
the participants in the plan covered by this Registration Statement as required
by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by International Paper Company (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated herein by reference.
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 2001.
(2) All reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act
since December 31, 2001, including the Company's Current Report on Form 8-K,
filed January 22, 2002.
(3) The description of the Company's capital stock which is contained in
the Company's registration statement on Form 8-A, dated July 20, 1976, as
amended.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the offering of the shares of Common
Stock registered hereby have been passed upon by Barbara L. Smithers, Esq.,
Vice President and Secretary of the Company. Ms. Smithers owns Company Common
Stock and holds employee stock options to purchase Company Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 721 of the New York Business Corporation Law ("NYBCL") provides
that, in addition to indemnification provided in Article 7 of the NYBCL, a
corporation may indemnify a director or officer by a provision contained in its
certificate of incorporation or by-laws or by a duly authorized resolution of
its shareholders or directors or by agreement, provided that no indemnification
may be made to or on behalf of any director or officer if a judgment or other
final adjudication adverse to the director or officer establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and material to the cause of action, or that such director or
officer personally gained in fact a financial profit or other advantage to
which he was not legally entitled.
Section 722(a) of the NYBCL provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, in criminal actions or proceedings,
in addition, has no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of
such action or in connection with an appeal therein if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the NYBCL in respect
of a threatened or pending action which is settled or otherwise disposed of or
any claim as to which such director or officer shall have been adjudged liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines, upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It
provides that indemnification may be authorized by the corporation. It provides
that indemnification by a corporation is mandatory in any case in which the
director or officer has been successful, whether on the merits or otherwise, in
defending an action. In the event that the director or officer has not been
successful or the action is settled, indemnification must be authorized by the
appropriate corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a director or
officer, indemnification may be awarded by a court to the extent authorized
under Section 722, and 723 of the NYBCL contains certain other miscellaneous
provisions affecting the indemnification of directors and officers.
Section 726 of the NYBCL authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as
a result of the indemnification of directors and officers under the above
section, (2) directors and officers in instances in which they may be
indemnified by a corporation under such section, and (3) directors and officers
in instances in which they may not otherwise be indemnified by a corporation
under such section, provided that the contract of insurance covering such
directors and officers provides, in a manner acceptable to the New York State
Superintendent of Insurance, for a retention amount and for co-insurance.
Article VII of the Restated Certificate of Incorporation of the Company
provides in part as follows:
"Each Director of the Corporation shall be indemnified by the
Corporation against expenses actually and necessarily incurred by him
in connection with the defense of any action, suit or proceeding in
which he is made a party by reason of his being or having been a
Director of the Corporation, except in relation to matters as to which
he shall be adjudged in such action, suit or proceeding to be liable
for negligence or misconduct in the performance of his duties as such
Director, provided that such right of indemnification shall not be
deemed exclusive of any other rights to which a Director of the
Corporation may be entitled, under any by-law, agreement, vote of
stockholders or otherwise."
Article IX of the By-laws, as amended, of the Company provides as follows:
"The Corporation shall indemnify each Officer or Director who is made,
or threatened to be made, a party to any action by reason of the fact
that he or she is or was an Officer or Director of the Corporation, or
is or was serving at the request of the Corporation in any capacity
for the Corporation or any other enterprise, to the fullest extent
permitted by applicable law. The Corporation may, so far as permitted
by law, enter into an agreement to indemnify and advance expenses to
any Officer or Director who is made, or threatened to be made, a party
to any such action."
2
The Company has purchased certain liability insurance for its officers and
directors as permitted by Section 727 of the NYBCL and has entered into
indemnity agreements with its directors and certain officers providing
indemnification in addition to that provided under the NYBCL as permitted by
Section 721 of the NYBCL.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in
the 1933 Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Form of Restated Certificate of Incorporation (incorporated by
reference to the Company's Current Report on Form 8-K dated November
20, 1990, File No. 1-3157).*
4.2 Certificate of Amendment to the Certificate of Incorporation
(incorporated herein by reference to Exhibit (3)(i) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999,
File No. 1-3157).*
4.3 Certificate of Amendment to the Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001, File No.
1-3157).*
4.4 By-laws of the Company, as amended (incorporated by reference to
Exhibit 3.4 of the Company's Annual Report on Form 10-K for the year
ended December 31, 2001, File No. 1-3157).*
5 Opinion of Barbara L. Smithers, Esq., Vice President and Corporate
Secretary.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Barbara L. Smithers, Esq. (included in Exhibit 5).
99 International Paper Performance Share Program.
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* Incorporated by reference.
ITEM 9. REQUIRED UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in
this Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 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 company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
3
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.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 1933
Act and will be governed by the final adjudication of such issue.
EXPERTS
The financial statements and schedule included (or incorporated by
reference) in this Registration Statement have been audited by Arthur Andersen
LLP, Independent Public Accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
4
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing this Registration Statement and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on the 8th day of
April, 2002.
INTERNATIONAL PAPER COMPANY
By: /s/ Barbara L. Smithers
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Name: Barbara L. Smithers
Title: Vice President and Secretary
5
Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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Chairman of the Board, Chief
/s/ John T. Dillon Executive Officer and Director April 8, 2002
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John T. Dillon
/s/ Robert J. Eaton Director April 8, 2002
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Robert J. Eaton
/s/ Samir G. Gibara Director April 8, 2002
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Samir G. Gibara
/s/ James A. Henderson Director April 8, 2002
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James A. Henderson
/s/ John R. Kennedy Director April 8, 2002
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John R. Kennedy
/s/ Robert D. Kennedy Director April 8, 2002
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Robert D. Kennedy
/s/ W. Craig McClelland Director April 8, 2002
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W. Craig McClelland
/s/ Donald F. McHenry Director April 8, 2002
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Donald F. McHenry
/s/ Patrick F. Noonan Director April 8, 2002
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Patrick F. Noonan
/s/ Jane C. Pfeiffer Director April 8, 2002
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Jane C. Pfeiffer
/s/ Jeremiah J. Sheehan Director April 8, 2002
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Jeremiah J. Sheehan
/s/ Charles R. Shoemate Director April 8, 2002
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Charles R. Shoemate
/s/ John V. Faraci Executive Vice President and
------------------------- Chief Financial Officer April 8, 2002
John V. Faraci
/s/ Andrew R. Lessin Vice President--Finance and
------------------------- Chief Accounting Officer April 8, 2002
Andrew R. Lessin
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EXHIBIT INDEX
4.1 Form of Restated Certificate of Incorporation (incorporated by
reference to the Company's Current Report on Form 8-K dated November
20, 1990, File No. 1-3157).*
4.2 Certificate of Amendment to the Certificate of Incorporation
(incorporated herein by reference to Exhibit (3)(i) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999,
File No. 1-3157).*
4.3 Certificate of Amendment to the Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001, File No.
1-3157).*
4.4 By-laws of the Company, as amended (incorporated by reference to
Exhibit 3.4 of the Company's Annual Report on Form 10-K for the year
ended December 31, 2001, File No. 1-3157).*
5 Opinion of Barbara L. Smithers, Esq., Vice President and Corporate
Secretary.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Barbara L. Smithers, Esq. (included in Exhibit 5).
99 International Paper Performance Share Program.
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* Incorporated by reference.