As filed with the Securities and Exchange Commission on April 26, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 Registration Statement Under the Securities Act of 1933 MATTHEWS INTERNATIONAL CORPORATION (Exact Name of issuer as specified in its charter) PENNSYLVANIA 25-0644320 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) TWO NORTHSHORE CENTER PITTSBURGH, PA 15212 (Address, including zip code, of Registrant's Principal Executive Offices) MATTHEWS INTERNATIONAL CORPORATION 1992 STOCK INCENTIVE PLAN (Full title of the plan) Edward J. Boyle Matthews International Corporation Two Northshore Center Pittsburgh, Pa 15212 (412) 442-8200 (Name and address, including zip code and telephone number, including area code, of agent for service) Copy to: Pasquale D. Gentile, Jr., Esquire Reed Smith Shaw & McClay LLP 435 Sixth Avenue Pittsburgh, PA 15219 (412) 288-4112 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Amount maximum maximum Amount of securities to be offering price aggregate registration to be registered registered 1 per share offering price fee - ----------------------------------------------------------------------------------- Class A Common 594,186 shares $14.0625 $ 8,355,741 Stock, par value 10,000 15.109375 151,094 $1.00 per share 18,000 17.375 312,750 and Class B Common 206,500 21.40625 4,420,391 Stock, par value 20,000 22.875 457,500 $1.00 per share 144,500 27.6875 4,000,844 5,000 30.6875 153,438 550,300 27.96875 15,391,203 1,451,514 31.50 2 45,722,691 2 --------- ---------- Total 3,000,000 shares $78,965,652 2 $21,952 ========= ========== 1 Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance under the Matthews International Corporation 1992 Stock Incentive Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock. All shares in this Registration Statement are adjusted to reflect a two-for-one stock split by the Company in the form of a stock distribution effective May 15, 1998. 2 Estimated pursuant to Rules 457(h) and (c), solely for the purpose of calculating the registration fee. The price per share is estimated based on the average of the high and low sales price of the Common Stock as reported on the National Market System of the National Association of Securities Dealers, Inc. for July 21,1999 as quoted in the Wall Street Journal.
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference This Form S-8 Registration Statement is being filed pursuant to paragraph E of the general instructions to Form S-8 to register an additional 3,000,000 shares of Class A Common Stock, par value $1.00 per share, and Class B Common Stock, par value $1.00 per share, being offered under the Matthews International Corporation (the "Company") 1992 Stock Incentive Plan (the "Plan"). The contents of the Company's initial Form S-8 Registration Statement with respect to the Plan, File No. 33-57793 (the "Original S-8") which was filed with the Securities and Exchange Commission on February 22, 1995, are hereby incorporated by reference to this Form S-8 Registration Statement, except to the extent modified below. Item 8. Exhibits. Exhibit No. - ------- 5.1 Opinion of Reed Smith Shaw & McClay LLP as to the legality of the Class A Common Stock and Class B Common Stock, filed herewith. 23.1 Consent of Reed Smith Shaw & McClay LLP (included in Exhibit 5.1 filed herewith). 23.2 Consent of PricewaterhouseCoopers LLP, filed herewith. 24.1 Power of Attorney, contained on the signature page to this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended (the "Act"), 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 Pittsburgh, State of Pennsylvania, on the 26th day of July, 1999. MATTHEWS INTERNATIONAL CORPORATION By David M. Kelly ------------------------------------- David M. Kelly, Chairman of the Board President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David M. Kelly and Edward J. Boyle, and each of them, his or her 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 any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 26th day of July, 1999. Name Title - ---- ----- David M. Kelly Chairman of the Board, President - --------------------- and Chief Executive Officer David M. Kelly (principal executive officer) Edward J. Boyle Vice President, Accounting and - --------------------- Finance, Treasurer and Secretary Edward J. Boyle (principal financial officer and principal accounting officer) David J. DeCarlo Director - --------------------- David J. DeCarlo Robert J. Kavanaugh Director - --------------------- Robert J. Kavanaugh Name Title - ---- ----- Thomas N. Kennedy Director - --------------------- Thomas N. Kennedy John P. O'Leary, Jr. Director - --------------------- John P. O'Leary, Jr. William J. Stallkamp Director - --------------------- William J. Stallkamp John D. Turner Director - --------------------- John D. Turner MATTHEWS INTERNATIONAL CORPORATION 1992 STOCK INCENTIVE PLAN REGISTRATION STATEMENT ON FORM S-8 Exhibit Index Exhibit No. Document - ------- -------- 5.1 Opinion of Reed Smith Shaw & McClay LLP, as to the legality of the Class A Common Stock and Class B Common Stock, filed herewith. 23.1 Consent of Reed Smith Shaw & McClay LLP (included in Exhibit 5.1 filed herewith). 23.2 Consent of PricewaterhouseCoopers LLP, independent accountants, filed herewith. 24.1 Power of Attorney, contained on the signature page to this Registration Statement.