Chesapeake Corp /VA/ - Annual Report of Employee Stock Plans (11-K)
19 Juni 2008 - 10:06PM
Edgar (US Regulatory)
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U.
S. SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON,
D. C. 20549
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FORM
11-K
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[
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
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For
the fiscal year ended March 31, 2008
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OR
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[ ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE
SECURITIES
AND EXCHANGE ACT OF 1934
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For
the transition period from _______ to _______
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Commission
file number 1-3203
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SALARIED EMPLOYEES' STOCK
PURCHASE PLAN
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(Full
title of the plan)
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CHESAPEAKE
CORPORATION
1021
East Cary Street
Richmond,
Virginia 23219
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(Name
of issuer of the securities held pursuant to the plan
and
the address of its principal executive
office)
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SALARIED EMPLOYEES' STOCK PURCHASE
PLAN
Administration
of the Salaried Employees' Stock Purchase Plan:
The
Salaried Employees' Stock Purchase Plan (the "Plan") is administered by the
Salaried Employees' Stock Purchase Plan Committee (the "Committee") under the
direction of the Board of Directors of Chesapeake Corporation (the
"Corporation"). The present members of the Committee are as
follows:
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Name
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Address
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David
A. Winter* (1)
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Richmond,
Virginia 23219
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J.
P. Causey Jr. (2)
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Richmond,
Virginia 23219
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Joel
K. Mostrom (3)
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Richmond,
Virginia 23219
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(1)
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Mr.
Winter is Assistant Vice President, Human Resources of the
Corporation.
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(2)
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Mr.
Causey is Executive Vice President, Secretary & General Counsel of the
Corporation.
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(3)
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Mr.
Mostrom is Executive Vice President & Chief Financial Officer of
the Corporation.
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*Committee
Chairman
Committee
members are appointed by and serve at the pleasure of the Board of Directors of
the Corporation. Committee members are employees of the Corporation and receive
no additional compensation for serving on the Committee. The Plan provides that
the Corporation will indemnify members of the Committee to the same extent and
on the same terms as it indemnifies its officers and directors by reason of
their being officers and directors.
Financial
Statements and Exhibits:
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(a)
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Report
of Independent Registered Public Accounting Firms
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(b)
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Financial
statements:
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Salaried
Employees' Stock Purchase Plan:
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Statements
of Net Assets Available for Plan Benefits
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Statements
of Changes in Net Assets Available for Plan Benefits
Notes
to Financial Statements
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(b)
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Exhibits:
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Exhibit
23.1 - Consent of PKF Witt Mares, PLC
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Exhibit
23.2 - Consent of PricewaterhouseCoopers
LLP
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Report
of Independent Registered Public Accounting Firm
To
the Human Resources Policy and Planning Team
Salaried
Employees' Stock Purchase Plan
Richmond,
Virginia
We
have audited the accompanying statement of net assets available for benefits of
the Salaried Employees' Stock Purchase Plan (Plan) as of March 31, 2008, and the
related statement of changes in net assets available for benefits for the year
ended March 31, 2008. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Plan
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of March
31, 2008, and the changes in net assets available for benefits for the year then
ended in conformity with U.S. generally accepted accounting
principles.
/s/ PKF
Witt Mares, PLC
PKF
Witt Mares, PLC
Richmond,
Virginia
June
9, 2008
Report of Independent Registered
Public Accounting Firm
To
the Participants and
Administrator of the Salaried Employees’ Stock Purchase Plan
In our
opinion, the accompanying statements of net assets available for plan benefits
and the related statements of changes in net assets available for plan benefits
present fairly, in all material respects, the net assets available for plan
benefits of the Salaried Employees’ Stock Purchase Plan (the “Plan”) at March
31, 2007, and the changes in net assets available for plan benefits for each of
the two years in the period ended March 31, 2007 in conformity with accounting
principles generally accepted in the United States of America. These
financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
/s/PRICEWATERHOUSECOOPERS
LLP
PRICEWATERHOUSECOOPERS
LLP
Richmond,
Virginia
June 7,
2007
SALARIED EMPLOYEES' STOCK PURCHASE
PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
March 31,
2008 and 2007
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2008
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2007
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Asset:
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Funds
held by Chesapeake Corporation and participating
subsidiary
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$
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56
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$
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223
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Net
assets available for plan benefits
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$
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56
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$
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223
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STATEMENTS OF CHANGES IN NET
ASSETS AVAILABLE FOR PLAN BENEFITS
For
the years ended March 31, 2008, 2007 and
2006
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2008
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2007
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2006
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Contributions
(Notes 1 and 6):
Employees
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$
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115,957
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$
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126,191
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$
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149,342
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Employer:
$20,062 in 2008, $23,903 in 2007, $23,798 in 2006
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less withheld taxes of $6,896, $8,137, and $8,210,
respectively
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13,166
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15,766
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15,588
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129,123
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141,957
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164,930
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Deductions:
Purchase
and distribution to employees at year end of 29,599
shares
in 2008 ($3.79 per share); 9,057 shares in 2007 ($14.89 per
share);
9,711
shares in 2006 ($13.69 per share) of common stock of
Chesapeake
Corporation (Note 1)
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112,269
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134,841
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132,958
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Refunds
to employees withdrawing from the Plan:
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Employees'
contributions for the year
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16,981
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7,036
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31,997
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Employees'
account balances at beginning of year
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40
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45
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103
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129,290
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141,922
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165,058
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Decrease
(increase) in net assets available for plan benefits
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(167
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35
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(128
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Net
assets available for plan benefits, beginning of year
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223
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188
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316
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Net
assets available for plan benefits, end of year
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$
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56
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$
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223
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$
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188
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The accompanying notes are an
integral part of these financial statements.
SALARIED EMPLOYEES' STOCK PURCHASE
PLAN
NOTES TO FINANCIAL
STATEMENTS
1.
Description of the
Plan:
The
stockholders of Chesapeake Corporation (the "Corporation") have approved the
Salaried Employees' Stock Purchase Plan (the "Plan") and reserved a total of
2,587,559 shares of the Corporation's common stock for sale to certain eligible
full-time salaried employees, as defined, of the Corporation and participating
subsidiary (the "Employer").
The
fiscal year of the Plan ends each March 31 (the "Plan Year") and the Plan is
administered by the Salaried Employees' Stock Purchase Plan Committee (the
"Committee"), whose members are appointed by the Corporation's Board of
Directors and are employees of the Corporation. Participants in the
Plan are permitted to contribute between one and five percent of their basic
compensation, as defined by the Plan. The Employer contributes to the
Plan, as of the end of the Plan Year, a percentage (determined by the Committee,
from 20% up to 60%) of the participant's contribution reduced by amounts
required to be withheld under income tax, Federal Insurance Contributions Act
tax and comparable laws. For each of the fiscal years 2008, 2007 and
2006, the employer contribution was 20% of the participants' contributions net
of refunds. The combined amount becomes available to purchase from the
Corporation shares of its common stock at a price equal to the average of the
closing prices of such common stock on the New York Stock Exchange (composite
tape) for the twenty consecutive trading days immediately preceding the last day
of the Plan Year. The funds held by the Employer at the end of the year
represent the remaining amounts in participants' accounts after the purchase of
whole shares as the Plan does not provide for the purchase of fractional
shares.
As of
March 31, 2008, 2,429,444 shares of the Corporation's common stock had been
issued under the Plan and 158,115 shares were available for future
issuance.
To be
eligible in the Plan, the employee must be a salaried employee at least 18 years
old working more than 20 hours per week and have completed five months of
service.
An
employee's participation in the Plan terminates if the participant ceases to be
employed by the Employer for any reason, including death. A participant who
retires may continue to participate in the Plan until the end of the next Plan
Year following the date of the participant's retirement without making future
contributions. Participants may voluntarily terminate their participation in the
Plan at any time. The Plan provides that any participant whose participation in
the Plan terminates and who receives a refund of contributions will also receive
an interest payment for the contributions credited as of the end of the calendar
quarter preceding the date participation in the Plan is terminated. The
Committee will prescribe the applicable interest rate, or the manner in which
such interest rate will be determined, for each Plan year. The interest rate for
Plan years commencing April 1, 1995 and later has been 5% per annum compounded
quarterly. This interest rate will stay in effect from year to year unless it is
changed by the Committee. For the Plan years ended March 31, 2008, 2007 and
2006, the Employer paid $222, $60, and $275 of interest, respectively, to
employees withdrawing from the Plan. Upon termination the Employer will return
the participants' contribution and the participants' will forfeit all rights to
any contribution from the Employer with respect to the Plan year that includes
the date of such termination, except for any interest credit. Participants have
a 100% vested interest in their contributions.
NOTES TO FINANCIAL STATEMENTS,
continued
The
accompanying financial statements are prepared on the accrual basis of
accounting.
The
preparation of the financial statements in conformity with generally accepted
accounting principles requires the Plan's management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and changes
therein, and disclosures of contingent assets and liabilities. Actual results
could differ from those estimates.
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4.
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Funds Held by Chesapeake
Corporation and Participating
Subsidiary:
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Funds
received or held by the Employer with respect to the Plan consists of cash which
may be used for any corporate purpose; therefore, the Plan does not prevent the
Employer from creating a lien on these funds.
The Plan
is not qualified under Section 401(a) of the Internal Revenue Code and is not
subject to the provisions of the Employee Retirement Income Security Act of
1974. The Employer's contribution, when made to the Plan, is taxable to a
participant as ordinary income. Purchases of stock by the Plan result in no gain
or loss to the participant; therefore, no tax consequences are incurred by a
participant upon receipt of stock purchased under the Plan. Sale by a
participant of shares acquired under the Plan will result in a gain or loss in
an amount equal to the difference between the sale price and the price paid for
the stock acquired pursuant to the Plan. The Plan is not subject to income
taxes.
Expenses
of administering the Plan are borne by the Employer.
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6.
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Contributions to the
Plan:
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All
contributions made in 2008, 2007, and 2006 were made by Chesapeake Corporation,
the participating subsidiary, or its employees.
Although
it has not expressed any intent to do so, the Corporation has the right under
the Plan to discontinue its contributions at any time and to terminate the Plan.
In the event of Plan termination, the net assets would be allocated to the
participants of the Plan in amounts equal to the individual account
balances.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the members of the
Salaried Employees' Stock Purchase Plan Committee (the "Committee") have duly
caused this annual report to be signed by the undersigned hereunto duly
authorized.
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SALARIED
EMPLOYEES' STOCK PURCHASE PLAN
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By:
/s/ Joel K.
Mostrom
Joel
K. Mostrom
Executive
Vice President & Chief Financial Officer,
Chesapeake
Corporation
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June 19,
2008
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EXHIBIT
INDEX
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Exhibit
No.
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Description of
Exhibit
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23.1
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Consent
of PKF Witt Mares, PLC
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23.2
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Consent
of PricewaterhouseCoopers LLP
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