SEC Info - Glatfelter P H Co - ‘S-3MEF’ on 9/22/04

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As filed with the Securities and Exchange Commission on September 22, 2004

Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

P. H. Glatfelter Company

(Exact name of registrant as specified in its charter)


Pennsylvania		23-0628360
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)


96 South George Street, Suite 500
York, Pennsylvania 17401		(717) 225-4711
(Address of principal executive offices)		(Registrant’s telephone number, including area code)

Markus R. Mueller
General Counsel, Secretary and
Director of Policy & Compliance
P. H. Glatfelter Company
96 S. George Street, Suite 500
York, Pennsylvania 17401
(717) 225-4711

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Morris Cheston, Jr., Esquire		Kris F. Heinzelman, Esquire
Ballard Spahr Andrews & Ingersoll, LLP		Cravath, Swaine & Moore LLP
1735 Market Street, 51st Floor		Worldwide Plaza
Philadelphia, Pennsylvania 19103-7599		825 Eighth Avenue
(215) 665-8500		New York, New York 10019-7475
		(212) 474-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-117233

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Proposed maximum

Title of each class of

Amount to be

offering price

aggregate

Amount of

Securities to be registered

registered(1)

per unit(2)

offering price(2)

registration fee

Common Stock, par value $.01 per share

1,725,000 shares

$

11.00

$

18,975,000

$

2,404.13

(1)		Includes 225,000 shares which the underwriters have the option to purchase from the selling shareholders to cover over-allotments, if any.

(2)		Calculated pursuant to Rule 457 under the Securities Act of 1933, as amended.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.

TABLE OF CONTENTS


Explanatory Note
SIGNATURES
EXHIBIT INDEX
OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

This registration statement on Form S-3 is being filed pursuant to Rule 462(b) and General Instruction IV to Form S-3, both promulgated under the Securities Act of 1933, as amended, to register an additional 1,725,000 shares of common stock of P. H. Glatfelter Company. The contents of the registration statement on Form S-3 (Registration No. 333-117233), including the exhibits thereto, which registration statement was previously filed with the Securities and Exchange Commission and declared effective on September 21, 2004, are incorporated by reference into this registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, Commonwealth of Pennsylvania, on September 22, 2004.


		P. H. GLATFELTER COMPANY (Registrant)


		By		/s/ *John P. Jacunski*

				John P. Jacunski
				Vice President and Corporate Controller

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.


Date	Signature	Capacity

September 22, 2004	*	Principal Executive Officer and Director
	George H. Glatfelter II
	Chairman and Chief Executive Officer

September 22, 2004	*	Principal Financial Officer
	John C. van Roden, Jr.
	Senior Vice President and Chief Financial Officer

September 22, 2004	/s/ *John P. Jacunski*	Controller
	John P. Jacunski
	Vice President and Corporate Controller

September 22, 2004	*	Director
	Kathleen A. Dahlberg

September 22, 2004	*	Director
	Nicholas DeBenedictis

September 22, 2004	*	Director
	J. Robert Hall

September 22, 2004	*	Director
	Richard C. III

September 22, 2004	*	Director
	M. A. Johnson II

September 22, 2004	*	Director
	Ronald J. Naples

September 22, 2004	*	Director
	Richard L. Smoot

September 22, 2004	*	Director
	Lee C. Stewart


*By:		/s/ *John P. Jacunski*

		John P. Jacunski
		Attorney-in-Fact

EXHIBIT INDEX


Exhibit Number		Description of Documents
5		Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23 (a)		Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5)
23 (b)		Consent of Independent Registered Public Accounting Firm
24		Power of Attorney (filed as Exhibit 24 to the Registration Statement on Form S-3 of P. H.
		Glatfelter Company (File No. 333-117233) and incorporated herein by reference)

This ‘S-3MEF’ Filing	Date	Other Filings

Filed on / Effective on:	9/22/04
	9/21/04	4, 8-K
		List all Filings

Glatfelter P H Co – ‘S-3MEF’ on 9/22/04

On: Wednesday, 9/22/04, at 12:18pm ET · Effective: 9/22/04 · Accession #: 893220-4-1999 · File #s: 333-117233, 333-119178

Registration of Additional Securities — Form S-3
Filing Table of Contents

S-3MEF — Form S-3 P.H. Glatfelter Company
Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Glatfelter P H Co – ‘S-3MEF’ on 9/22/04

On: Wednesday, 9/22/04, at 12:18pm ET · Effective: 9/22/04 · Accession #: 893220-4-1999 · File #s: 333-117233, 333-119178

Registration of Additional Securities — Form S-3Filing Table of Contents

S-3MEF — Form S-3 P.H. Glatfelter CompanyDocument Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Additional Securities — Form S-3
Filing Table of Contents

S-3MEF — Form S-3 P.H. Glatfelter Company
Document Table of Contents