As filed with the Securities and Exchange Commission on May 24, 2023
Registration No. 333-188594
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
QUAKER CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania | 23-0993790 | |||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
901 E. Hector Street
Conshohocken, Pennsylvania 19428
(Address of principal executive offices)
(Zip Code)
(610) 832-4000
(Registrant’s telephone number, including area code)
QUAKER HOUGHTON
2023 DIRECTOR STOCK OWNERSHIP PLAN
(Full title of the plan)
Robert T. Traub
Senior Vice President, General Counsel and Corporate Secretary
Quaker Chemical Corporation
901 E. Hector Street
Conshohocken, Pennsylvania 19428-2380
(Name and address of agent for service)
(610) 832-4000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
| Large accelerated filer x | Accelerated filer ¨ | |
| Non-accelerated filer ¨ | Smaller reporting company ¨ | |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Quaker Chemical Corporation (the “Registrant”) registered 75,000 shares of its common stock, $1.00 par value per share (“Common Stock”) (including associated stock purchase rights, which were available at the time of registration), for issuance under the Quaker Chemical Corporation 2013 Director Stock Ownership Plan (the “2013 Plan”) pursuant to Registration Statement No. 333-188594 on Form S-8 filed with the Securities and Exchange Commission on May 14, 2013 (the “Registration Statement”). Upon shareholder approval of the Quaker Houghton 2023 Director Stock Ownership Plan (the “2023 Plan”) at the Registrant’s annual meeting of shareholders on May 10, 2023, the 2023 Plan replaced the 2013 Plan, and no further awards will be made under the 2013 Plan.
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement is being filed to deregister the 65,747 shares of Common Stock that have not been issued and are not subject to issuance pursuant to outstanding awards under the 2013 Plan as of the date of this Post-Effective Amendment No. 1. Accordingly, the Registrant hereby withdraws these 65,747 shares of Common Stock from registration under the Registration Statement.
SIGNATURES
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 Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Conshohocken, Commonwealth of Pennsylvania on May 24, 2023.
| QUAKER CHEMICAL CORPORATION | ||
| Registrant | ||
| By: | /s/ ANDREW E. TOMETICH | |
| Andrew E. Tometich | ||
| Director, Chief Executive Officer and President | ||
Date: May 24, 2023
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signatures | Capacity | Date | ||
| /s/ ANDREW E. TOMETICH | Chief Executive Officer and President | May 24, 2023 | ||
| Andrew E. Tometich | Principal Executive Officer and Director | |||
| /s/ SHANE W. HOSTETTER | Senior Vice President, Chief Financial Officer | May 24, 2023 | ||
| Shane W. Hostetter | Principal Financial Officer | |||
| /s/ DAVID A. WILL | Vice President, Chief Accounting Officer | May 24, 2023 | ||
| David A. Will | Principal Accounting Officer | |||
| /s/ MICHAEL F. BARRY | Director, Non-Executive Chair of the Board | May 24, 2023 | ||
| Michael F. Barry | ||||
| /s/ CHARLOTTE C. DECKER | Director | May 24, 2023 | ||
| Charlotte C. Decker | ||||
| /s/ MARK A. DOUGLAS | Director | May 24, 2023 | ||
| Mark A. Douglas | ||||
| /s/ JEFFRY D. FRISBY | Director | May 24, 2023 | ||
| Jeffry D. Frisby | ||||
| /s/ WILLIAM H. OSBORNE | Director | May 24, 2023 | ||
| William H. Osborne | ||||
| /s/ FAY WEST | Director | May 24, 2023 | ||
| Fay West | ||||
| /s/ SANJAY HINDUJA | Director | May 24, 2023 | ||
| Sanjay Hinduja | ||||
| /s/ RAMASWAMI SESHASAYEE | Director | May 24, 2023 | ||
| Ramaswami Seshasayee | ||||
| /s/ MICHAEL SHANNON | Director | May 24, 2023 | ||
| Michael Shannon |