Chesapeake Corp /VA/ - Annual Report of Employee Stock Plans (11-K)
February 21 2008 - 3:47PM
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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[
X
] ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
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For
the fiscal year ended November 30, 2007
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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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HOURLY
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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HOURLY
EMPLOYEES' STOCK PURCHASE PLAN
Administration
of the Plan:
The Plan
is administered by the Hourly 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 Director - 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
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 them being officers and
directors.
Financial
Statements and Exhibits:
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(a)
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Reports
of Independent Registered Public Accounting Firms
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(b)
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Financial
statements:
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Hourly
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
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Notes
to Financial Statements
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(c)
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Exhibits:
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Exhibit
23.1 - Consent of Keiter, Stephens, Hurst, Gary & Shreaves,
P.C.
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Exhibit
23.2 - Consent of PricewaterhouseCoopers LLP
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-1-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the members of the
Committee have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
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HOURLY
EMPLOYEES' STOCK PURCHASE PLAN
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By:
/s/ Joel K. Mostrom
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Joel
K. Mostrom
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Executive
Vice President & Chief Financial Officer,
Chesapeake
Corporation
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Committee
Member
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February
21, 2008
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-2-
Report
of Independent Registered Public Accounting Firm
To the
Hourly Employees’ Stock Purchase Plan Committee
Chesapeake
Corporation
We have
audited the accompanying statement of net assets available for plan benefits of
the Hourly Employees’ Stock Purchase Plan (the “Plan”) as of November 30, 2007,
and the related statement of changes in net assets available for plan benefits
for the year then ended. 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. The
financial statements of the Plan as of November 30, 2006 and for the years ended
November 30, 2006 and 2005, were audited by other auditors whose report, dated
February 14, 2007, expressed an unqualified opinion on those
statements.
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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes 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 2007 financial statements referred to above present fairly, in all
material respects, the net assets available for plan benefits of the Plan as of
November 30, 2007, and the changes in its net assets available for plan benefits
for the year then ended, in conformity with accounting principles generally
accepted in the United States.
/s/ Keiter, Stephens, Hurst,
Gary & Shreaves, P.C.
Keiter,
Stephens, Hurst, Gary & Shreaves, P.C.
Glen
Allen, Virginia
February
20, 2008
-3-
Report of
Independent Registered Public Accounting Firm
To
the Participants and
Administrator of the Hourly 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 Hourly Employees' Stock Purchase Plan (the "Plan") at November
30, 2006, and the changes in net assets available for plan benefits for each of
the two years in the period ended November 30, 2006 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
February
14, 2007
-4-
HOURLY
EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS
OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
November
30, 2007 and 2006
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2007
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2006
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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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40
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$
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71
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Net
assets available for plan benefits
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$
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40
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$
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71
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STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE
FOR
PLAN BENEFITS
For
the years ended November 30, 2007, 2006 and
2005
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2007
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2006
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2005
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Contributions:
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Employees,
net of refunds
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$
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4,983
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$
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7,165
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$
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5,921
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Employer: $1,499
in 2007, $2,154 in 2006,
and
$1,797 in 2005; less withheld taxes of
$579,
$833 and $694, respectively
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920
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1,321
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1,103
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5,903
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8,486
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7,024
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Deductions:
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Purchase
and distribution to participants at year
end
of 865 shares in 2007 ($6.86 per share),
524
shares in 2006 ($16.18 per share), and
385
shares in 2005 ($18.43 per share) of
common
stock of Chesapeake Corporation
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5,934
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8,479
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7,097
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(Decrease)
increase in net assets available
for
plan benefits
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(31
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7
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(73
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Net
assets available for plan benefits,
beginning of
year
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71
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64
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137
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Net
assets available for plan benefits,
end of
year
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$
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40
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$
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71
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$
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64
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The
accompanying notes are an integral part of these financial
statements.
-5-
NOTES
TO FINANCIAL STATEMENTS
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1.
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Description
of the Plan:
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The
stockholders of Chesapeake Corporation (the "Corporation") have approved the
Hourly Employees' Stock Purchase Plan (the "Plan") and reserved a total of
900,000 shares of the Corporation's common stock for sale to eligible hourly
employees, as defined, of the Corporation and a participating subsidiary (the
"Employer").
The
fiscal year of the Plan ends each November 30 (the "Plan Year"), and the Plan is
administered by a 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 invest between
one and five percent of their basic compensation, as defined. The
Employer contributes to the Plan, as of the end of the Plan Year, thirty percent
of each participant's contribution reduced by amounts required to be withheld
under income tax, Federal Insurance Contributions Act tax and comparable laws
(see Note 5). 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. Participants may terminate their participation in
the Plan at any time. Upon termination, the Employer will return the
participants' contributions and the participants will forfeit all rights to any
contribution which would have been made at the end of the plan year by the
Employer. Contributions returned to the participant, including their
balance as of the beginning of the year, are netted with employee contributions
in the Statements of Changes in Net Assets Available for Plan
Benefits.
To be
eligible to participate in the Plan, the employee must be continuously employed
by the Corporation for at least eleven months and be either (i) not covered by a
collective bargaining agreement or (ii) covered by a collective bargaining
agreement that incorporates the Hourly Plan.
As of
November 30, 2007, 709,532 shares (865 shares in the current year and 708,667 in
prior years) of the Corporation's common stock had been issued under the Plan
and 190,468 shares were available for future issuance.
The
accompanying financial statements are prepared on the accrual basis of
accounting.
-6-
NOTES
TO FINANCIAL STATEMENTS, Continued
The
preparation of 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 consist 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 of 1986 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 2007, 2006, and 2005 were made by 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.
-7-
Exhibit
23.1
Consent
of Keiter, Stephens, Hurst, Gary & Shreaves, P.C.
Independent
Registered Public Accounting Firm
We hereby
consent to the incorporation by reference in the Registration Statement on Form
S-8 (File No. 33-14926) of Chesapeake Corporation of our report dated February
20, 2008, relating to the November 30, 2007 financial statements of the Hourly
Employees’ Stock Purchase Plan, which appears in this Form 11-K.
/s/ Keiter, Stephens, Hurst,
Gary & Shreaves, P.C.
Keiter,
Stephens, Hurst, Gary & Shreaves, P.C.
Glen
Allen, Virginia
February
21, 2008
-8-
Exhibit
23.2
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CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
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We
hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 33-14926) of Chesapeake Corporation of our
report dated February 14, 2007 relating to the financial statements
of the Hourly Employees' Stock Purchase Plan, which appears in this Form
11-K.
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/s/PRICEWATERHOUSECOOPERS
LLP
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PRICEWATERHOUSECOOPERS LLP
-9-
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