AS FILED WITH
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 15, 2004
REGISTRATION NO. 333-
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UNITED STATES 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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SAPPI LIMITED
(Exact name of registrant as specified in its charter)
REPUBLIC OF SOUTH AFRICA NONE
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
48 AMESHOFF STREET
BRAAMFONTEIN,
JOHANNESBURG 2001
REPUBLIC OF SOUTH AFRICA
(Address to Principal Executive Offices) (Zip Code)
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THE SAPPI LIMITED SHARE INCENTIVE SCHEME
(Full title of the plan)
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SARAH MANCHESTER, ESQ.
SAPPI FINE PAPER NORTH AMERICA
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
(Name and address of agent for service)
(617) 423-7300
(Telephone number, including area code, of agent for service)
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COPIES TO:
PAUL MICHALSKI, ESQ.
CRAVATH, SWAINE & MOORE LLP
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NY 10019-7475
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to be registered Amount to be offering price aggregate Amount of
registered per share (1) offering price registration fee
--------------------------------------- ------------------ --------------------- ------------------- -----------------
--------------------------------------- ------------------ --------------------- ------------------- -----------------
Ordinary Shares 3,000,000 $13.56 $40,671,316.48 $4,787.01
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(1) Pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, the registration fee for the 3,000,000 ordinary
shares registered hereunder is based upon the average of the high
and low prices of Sappi Limited's ordinary shares reported on the
Johannesburg Stock Exchange on December 14, 2004 of R77.75 per
ordinary share translated into US dollars at the noon buying rate
in New York City for cable transfers in Rand as certified for
customs purposes by the Federal Reserve Bank of New York on
December 14, 2004 of R5.735 per $1.00.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This registration statement on Form S-8 is being filed solely to register
additional securities of the same class as other securities for which a
registration statement filed on Form S-8 with the United States Securities and
Exchange Commission on December 23, 1999 (File No. 333-11304) and relating to
the Sappi Limited Share Incentive Scheme is effective (the "Original
Registration Statement"). In accordance with General Instruction E to Form
S-8, Sappi Limited hereby incorporates by reference the contents of Sappi
Limited's Original Registration Statement to the extent not replaced herein.
ITEM 8. EXHIBITS
Exhibit Number Description
4.1 Second Deed of Amendment to The Sappi Limited Share
Incentive Scheme between Sappi Limited and David Charles
Brink and Thomas Louw de Beer.
4.2 Third Deed of Amendment to the Sappi Limited Share
Incentive Scheme between Sappi Limited and David Charles
Brink and Meyer Feldberg.
4.3 Resolution Passed by the Directors of Sappi Limited
Regarding Conditions of Employment.
4.4 Resolution Passed by the Members of the Human Resources
Committee of Sappi Limited Regarding Vesting Periods.
5 Opinion of Werksmans Inc. as to the legality of the
Ordinary Shares.
23.1 Consent of Werksmans Inc. (included in Exhibit 5).
23.2 Consent of Deloitte & Touche.
24 Powers of Attorney (included on the signature pages
hereof).
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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 Johannesburg, South Africa, on
December 15, 2004.
SAPPI LIMITED
By
/s/ Donald Gert Wilson
-----------------------------------------
Name: Donald Gert Wilson
Title: Executive Director - Finance
Date: December 15, 2004
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers and the authorized representative in the United States of the
registrant hereby severally constitutes and appoints Donald Gert Wilson and
John Leonard Job, and each of them, as attorneys-in-fact for the undersigned,
in any and all capacities, with full power of substitution and resubstitution,
to sign any or all amendments to this Registration Statement (including
post-effective amendments), and any or all amendments to such Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them, 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 or she might or could do in person,
hereby ratifying and confirming all that each said attorney-in-fact, or any of
them, or his or her or their substitute or substitutes, may lawfully 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 and on the dates indicated.
SIGNATURE TITLE DATE
Chief Executive Officer July 13, 2004
and Director (Principal
/s/ Jonathan Charles Alexander Leslie Executive Officer)
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Jonathan Charles Alexander Leslie
Executive Director - July 13, 2004
Finance and Director
(Principal Financial
/s/ Donald Gert Wilson Officer and Principal
------------------------ Accounting Officer)
Donald Gert Wilson
/s/ Eugene van As Chairman of the Board July 13, 2004
------------------------ of Directors
Eugene van As
/s/ David Charles Brink Director July 13, 2004
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David Charles Brink
/s/ Meyer Feldberg Director July 13, 2004
------------------------
Meyer Feldberg
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/s/ Monte Roy Haymon Director July 13, 2004
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Monte Roy Haymon
/s/ James E. Healey Director July 15, 2004
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James E. Healey
/s/ John Leonard Job Director July 15, 2004
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John Leonard Job
/s/ Klaas de Kluis Director July 16, 2004
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Klaas de Kluis
/s/ Deenadayalen Konar Director July 16, 2004
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Deenadayalen Konar
/s/ Helmut Mamsch Director July 13, 2004
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Helmut Mamsch
/s/ Wolfgang Pfarl Director July 16, 2004
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Wolfgang Pfarl
/s/ Bridgette Radebe Director July 19, 2004
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Bridgette Radebe
/s/ Franklin Abraham Sonn Director July 13, 2004
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Franklin Abraham Sonn
Authorized November 19, 2004
/s/ Sarah Manchester Representative in
------------------------ the United States
Sarah Manchester
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EXHIBIT INDEX
Exhibit Number Description
4.1 Second Deed of Amendment to The Sappi Limited Share
Incentive Scheme between Sappi Limited and David Charles
Brink and Thomas Louw de Beer.
4.2 Third Deed of Amendment to the Sappi Limited Share
Incentive Scheme between Sappi Limited and David Charles
Brink and Meyer Feldberg.
4.3 Resolution Passed by the Directors of Sappi Limited
Regarding Conditions of Employment.
4.4 Resolution Passed by the Members of the Human Resources
Committee of Sappi Limited Regarding Vesting Periods.
5 Opinion of Werksmans Inc. as to the legality of the
Ordinary Shares.
23.1 Consent of Werksmans Inc. (included in Exhibit 5).
23.2 Consent of Deloitte & Touche.
24 Powers of Attorney (included on the signature pages
hereof).
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