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As filed with the Securities and Exchange Commission on
________________, 1995
Registration No. ________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________________
BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0100960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 West Jefferson Street, Boise, Idaho 83702
(Address of Principal Executive Offices) (Zip Code)
_________________________________
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
_________________________________
JOHN W. HOLLERAN
Vice President and General Counsel
Boise Cascade Corporation
Post Office Box 50
Boise, Idaho 83728-0001
(Name and address of agent for service)
_________________________________
208/384-6161
(Telephone number, including area code, of agent for service)
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
Adopted December 15, 1994
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
1. PLAN ADMINISTRATION AND ELIGIBILITY
1.1 Purpose. The purpose of the Boise Cascade Corporation
Director Stock Option Plan (the "Plan") is to encourage ownership
of the Company's common stock by its nonemployee directors.
1.2 Administration. This Plan shall be administered by the
Executive Compensation Committee (the "Committee") of the Board
of Directors of the Company. The Committee shall have full
authority to administer this Plan, including authority to
interpret and construe any provision of this Plan and to adopt
such rules for administration of this Plan as it may deem neces-
sary or appropriate. Decisions of the Committee shall be final
and binding on all persons who have an interest in this Plan.
1.3 Participation in the Plan. Individuals who are
directors of the Company as of each January 1, and who are not
employees of the Company or any of its subsidiaries, are eligible
to receive grants of options in that calendar year in accordance
with Section 3.1 of this Plan ("Eligible Directors").
2. STOCK SUBJECT TO THE PLAN
2.1 Number of Shares. The maximum number of shares of the
Company's $2.50 par value Common Stock ("Common Stock" or
"Shares") which may be issued pursuant to options granted under
this Plan shall be one hundred thousand Shares, subject to
adjustment as provided in Section 4.4.
2.2 Nonexercised Shares. If any outstanding option under
this Plan for any reason expires or is terminated without having
been exercised in full, the Shares allocable to the unexercised
portion of the option shall again become available for issuance
under options granted pursuant to this Plan.
2.3 Share Issuance. Upon the exercise of an option, the
Company may issue new Shares or reissue Shares previously
repurchased by or on behalf of the Company.
3. OPTIONS
3.1 Option Grant Dates. Options shall be granted
automatically to each Eligible Director on July 31 of each year
(or, if July 31 is not a business day, on the immediately
preceding trading day) (the "Grant Date"). Any Eligible Director
first elected as a director after July 31 but prior to
December 31 in any year shall be granted an option covering the
same number of shares as options granted to other Eligible
Directors on the Grant Date for that calendar year. The Grant
Date for an option granted to a newly-elected director hereunder
shall be the date of such director's election to the board, and
the Option Price of such option shall be determined as of such
Grant Date.
3.2 Option Price. The purchase price per share for the
Shares covered by each option shall be the closing price for a
share of Common Stock as reported on the composite tape by the
New York Stock Exchange on the Grant Date (the "Option Price").
3.3 Number of Option Shares. The number of Shares subject
to options granted to each participating director on each Grant
Date will be 1,000. The board of directors may increase or
decrease this number, not more frequently than once each year, by
action taken at least six months prior to the Grant Date for
which such increase or decrease is effective.
3.4 Director Terminations. If a director participating in
this Plan retires, resigns, dies, or otherwise terminates his or
her position on the Company's Board of Directors prior to
January 1 of any year, he or she shall not be eligible to receive
a grant of an option in the year immediately following the year
in which he or she so terminates.
3.5 Written Documentation. Each grant of an option under
this Plan shall be evidenced in writing, which shall comply with
and be subject to the terms and conditions contained in this
Plan.
3.6 Nonstatutory Stock Options. Options granted under this
Plan shall not be entitled to special tax treatment under
Section 422A of the Internal Revenue Code of 1986.
3.7 Period of Option. Options may be exercised 12 months
after their Grant Date, provided, however, that options held by a
director shall be immediately exercisable upon the occurrence of
any of the events described in Section 3.11, recognizing that
Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Act"), may limit a director's ability to resell the Shares
acquired upon the exercise until six months after the Grant Date.
No option shall be exercisable after the earlier to occur of
(a) three years from the date upon which the option holder
terminates his or her position as a director of the Company or
(b) ten years from the option's Grant Date.
3.8 Exercise of Options. Options may be exercised only by
written notice to the secretary of the Company and payment of the
exercise price in (i) cash, (ii) Shares, (iii) a loan from the
Company, or (iv) delivery of an irrevocable written notice
instructing the Company to deliver the Shares being purchased to
a broker selected by the Company, subject to the broker's written
guarantee to deliver cash to the Company, in each case equal to
the full consideration of the Option Price for the Shares which
are being exercised. Options may be exercised in whole or in
part.
3.9 Options Nontransferable. Each option granted under
this Plan shall not be transferable by the optionee other than by
will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act of 1974, as amended, and the rules
and regulations thereunder. No option granted under this Plan,
or any interest therein, may be otherwise transferred, assigned,
pledged, or hypothecated by the director to which the option was
granted during his or her lifetime, whether by operation of law
or otherwise, or be made subject to execution, attachment, or
similar process.
3.10 Exercise by Representative Following Death of Director.
A director, by written notice to the Company, may designate one
or more persons (and from time to time change such designation),
including his or her legal representative, who, by reason of the
director's death, shall acquire the right to exercise all or a
portion of an option granted under this Plan. Any exercise by a
representative shall be subject to the provisions of this Plan.
3.11 Acceleration of Stock Options.
3.11.1 Merger or Consolidation. Notwithstanding
Section 3.7, in the event of a dissolution or a liquidation of
the Company or a merger and consolidation in which the Company is
not the surviving corporation, any unexercised options granted
prior to the date of the merger or consolidation shall become
exercisable immediately prior to the date of the merger or
consolidation.
3.11.2 Change of Control. If, while unexercised
options remain outstanding hereunder, (i) any "person" (as this
term is used in Sections 13(d) and 14(d) of the Act) other than
the Company or an employee benefit plan maintained by the Company
is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of
the Company's then outstanding securities or (ii) during any
period of two consecutive years, individuals who at the beginning
of the period constitute the Company's board of directors,
including for this purpose any new director whose election or
nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the
period, cease for any reason to constitute a majority of the
members of the board, then from and after the date on which
public announcement of the acquisition of such percentage is made
or the date on which the change in the composition of the Board
set forth above occurs, all options previously granted under this
Plan shall be immediately exercisable in full.
4. GENERAL PROVISIONS
4.1 Effective Date of This Plan. This Plan shall be
effective December 16, 1994, subject to approval by the share-
holders of the Company. Options may be granted under this Plan
only after shareholder approval of this Plan.
4.2 Duration of This Plan. This Plan shall remain in
effect until all Shares subject to option grants have been pur-
chased or all unexercised options have expired. Notwithstanding
the foregoing, no options may be granted pursuant to this Plan on
or after the tenth anniversary of this Plan's effective date.
4.3 Amendment of This Plan. The board of directors may
suspend or discontinue this Plan or revise or amend it in any
respect, provided, however, that without approval of a majority
of the Company's shareholders no revision or amendment shall
(i) change the number of Shares subject to this Plan (except as
provided in Section 4.4), (ii) change the designation of the
class of directors eligible to participate in the Plan,
(iii) change the exercise price of the options, or
(iv) materially increase the benefits accruing to participants
under or the cost of this Plan to the Company. Moreover, in no
event may Plan provisions be amended more than once every six
months, other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the
rules and regulations thereunder. No amendment, modification, or
termination of this Plan shall in any manner adversely affect the
rights of any director holding options granted under this Plan
without his or her consent.
4.4 Changes in Shares. In the event of any merger,
consolidation, reorganization, recapitalization, stock dividend,
stock split, or other change in the corporate structure or
capitalization affecting the Shares, appropriate adjustment shall
be made in the number (including the aggregate numbers specified
in Section 2.1) and kind of Shares or other securities which are
or may become subject to options granted under this Plan prior to
and subsequent to the date of the change.
4.5 Limitation of Rights.
4.5.1 No Right to Continue as a Director. Neither
this Plan, nor the granting of an option under this Plan, nor any
other action taken pursuant to this Plan shall constitute or be
evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time,
or at any particular rate of compensation.
4.5.2 No Shareholders' Rights for Options. An
optionee shall have no rights as a shareholder with respect to
the Shares covered by his or her options until the date of the
issuance to him or her of a stock certificate therefor.
4.6 Assignments. The rights and benefits under this Plan
may not be assigned except as provided in Sections 3.9 and 3.10.
4.7 Notice. Any written notice to the Company required by
any of the provisions of this Plan shall be addressed to the
secretary of the Company and shall become effective when it is
received.
4.8 Shareholder Approval and Registration Statement. This
Plan shall be approved by the Board of Directors and submitted to
the Company's shareholders for approval. Any options granted
under this Plan prior to effectiveness of a registration state-
ment filed with the Securities and Exchange Commission covering
the Shares to be issued hereunder shall not be exercisable until,
and are expressly conditional upon, the effectiveness of a
registration statement covering the Shares.
4.9 Governing Law. This Plan and all determinations made
and actions taken pursuant hereto shall be governed by and
construed in accordance with the laws of the state of Delaware.
Legal Department John W. Holleran
1111 W. Jefferson Street (83702) Vice President and
P.O. Box 50 General Counsel
Boise, Idaho 83728-0001
208/384-7704
Fax: 208/384-4912
August 31, 1995
Securities and Exchange Commission
Attention Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
Subject: Common Stock Issuable Under the Boise Cascade
Corporation Director Stock Option Plan
Ladies and Gentlemen:
I am the Vice President and General Counsel of Boise Cascade
Corporation, a Delaware corporation (the "Company"). In that
capacity, I have represented the Company in connection with
preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the
"Registration Statement") relating to 100,000 shares of the
Company's common stock, $2.50 par value (the "Common Stock")
with respect to the Director Stock Option Plan (the "DSOP"). I
have reviewed originals (or copies) of certified or otherwise
satisfactorily identified documents, corporate and other
records, certificates, and papers as I deemed it necessary to
examine for the purpose of this opinion.
Based on the foregoing, it is my opinion that shares of Common
Stock which are issued upon the exercise of stock options under
the DSOP will, when sold, be validly issued, fully paid, and
nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me therein under
the caption "Interests of Named Experts and Counsel." In
giving this consent, however, I do not admit that I am within
the category of persons whose consent is required by Section 7
of the Securities Act of 1933.
Very truly yours,
/s/ John W. Holleran
John W. Holleran
JWH/JA50712D