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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1994
REGISTRATION NO. 2-57924
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 13
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
QUAKER CHEMICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
PENNSYLVANIA 23-0993790
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ELM AND LEE STREETS, CONSHOHOCKEN, PENNSYLVANIA 19428
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
QUAKER CHEMICAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
PETER A. BENOLIEL
CHAIRMAN OF THE BOARD
QUAKER CHEMICAL CORPORATION
ELM AND LEE STREETS
CONSHOHOCKEN, PENNSYLVANIA 19428
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(610) 832-4000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
Howell J. Reeves, Esquire Karl H. Spaeth
Fox, Rothschild, O'Brien & Frankel Vice President & Secretary
2000 Market Street, 10th Floor Quaker Chemical Corporation
Philadelphia, Pennsylvania 19103 Conshohocken, PA 19428
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QUAKER CHEMICAL CORPORATION
CROSS REFERENCE SHEET
PURSUANT TO RULE 404 AND ITEM 501 OF REGULATION S-K
ITEM NO. CAPTION IN PROSPECTUS
- -------- ---------------------
1. Plan Information................. Cover of Prospectus; Description of
the Plan; Tax Aspects
2. Registrant Information and Cover of Prospectus; Available
Employee Plan Annual Information; Incorporation
Information ..................... of Certain Documents By Reference
PROSPECTUS
QUAKER CHEMICAL
CORPORATION
---------------
600,000 SHARES
COMMON STOCK, $1.00 PAR VALUE
OFFERED UNDER THE QUAKER CHEMICAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
The shares covered by this Prospectus are being offered by Quaker
Chemical Corporation in a series of annual offerings to eligible employees
of the Company (and those of its subsidiaries which may be designated by the
Company's Board of Directors) under the Quaker Chemical Corporation Employee
Stock Purchase Plan, as described under the caption "Description of the
Plan."
---------------
The outstanding Common Stock of the Company is traded on the NASDAQ
National Market System. On October 26, 1994, the last reported sale price
for the Common Stock on the NASDAQ National Market System was $18.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is October 28, 1994.
No person has been authorized to give any information or to make any
representations not contained in this Prospectus and, if given or made, such
information must not be relied upon as having been authorized by the
Company. The delivery of this Prospectus at any time does not imply that
information herein is correct as of any time subsequent to the date hereof.
This Prospectus does not constitute an offer or solicitation with respect to
any security other than the shares of Common Stock offered hereby or by
anyone in any jurisdiction in which such offer or solicitation is not
authorized or to any person to whom it is unlawful to make such offer or
solicitation.
TABLE OF CONTENTS
PAGE PAGE
---- ----
Available Information.......... 2 Tax Aspects........................ 6
Federal.......................... 6
Description of the Plan........ 3 Pennsylvania..................... 7
General...................... 3 Consequences to the Company...... 7
Eligibility.................. 3
Participation................ 4 Restrictions on Resales of Shares.. 8
Purchase of Shares........... 4
Withdrawal from the Plan..... 5 Incorporation of Certain
Administration and Documents by Reference......... 8
Termination of the Plan.... 5
Designation of a Beneficiary. 6
Use of Funds................. 6
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and files periodic reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information concerning the Company may
be inspected and copies may be obtained (at prescribed rates) at the
Commission's Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as the following regional offices of the Commission: 75
Park Place, New York, New York 10007; 230 South Dearborn Street, Room 3190,
Chicago, Illinois 60604; and 5757 Wilshire Boulevard, Suite 500 East, Los
Angeles, California 90036-3648.
This Prospectus, which constitutes part of a Registration Statement
filed by the Company with the Commission under the Securities Act of 1933,
as amended, omits certain of the information contained in the Registration
Statement. Reference is hereby made to the Registration Statement and to
the exhibits relating thereto for further information with respect to the
Company and the securities offered hereby. Statements contained herein
concerning the provisions of documents are necessarily summaries of such
documents, and each such statement is qualified in its entirety by reference
to the copy of the applicable document filed with the Commission.
The Company will promptly furnish free of charge a copy of its annual
report to shareholders for its last fiscal year upon written request by an
employee. Participants in the Plan will receive copies of all reports,
proxy statements and other communications distributed to the shareholders of
the Company.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy
of any and all of the information that has been incorporated by reference in
this Prospectus. Any such request should be directed to the Secretary,
Quaker Chemical Corporation, Elm and Lee Streets, Conshohocken, Pennsylvania
19428 (Tel. No. 610-832-4112).
2
DESCRIPTION OF THE PLAN
GENERAL. This Prospectus relates to 600,000 shares of the Common Stock,
$1.00 par value ("Common Stock"), of Quaker Chemical Corporation, a
Pennsylvania corporation (the "Company"), which are being offered under the
Quaker Chemical Corporation Employee Stock Purchase Plan (the "Plan"). The
Plan was adopted by the Company's Board of Directors on December 17, 1980
and approved by the Company's shareholders at the 1981 Annual Meeting of
Shareholders held on May 6, 1981.
The purpose of the Plan is to give each eligible employee of the Company
(see "Eligibility") the opportunity to acquire an ownership interest in the
Company by purchasing shares of the Company's Common Stock. Under the Plan,
an aggregate of 600,000 shares of Common Stock may be offered in a series of
annual offerings. (A two-for-one stock split of the Company's Common Stock
was effected on January 30, 1985 and a three-for-two stock split was
effected on July 30, 1990. All statements contained in this Prospectus
relating to the Company's Common Stock prior to that date have been
retroactively adjusted to reflect such stock splits.) In the event of any
stock dividend, split-up or recapitalization, the number of shares available
under the Plan will be appropriately adjusted. The shares offered under the
Plan may be authorized and unissued shares or shares held in the Company's
treasury, including shares purchased for use and sale in connection with the
Plan, as determined from time to time by the Board of Directors. The
description of the Common Stock which is set forth on page 1 of the
Company's Registration Statement on Form 8-A, dated April 27, 1973, is
hereby incorporated in this Prospectus by reference.
The first annual offering under the Plan commenced on January 1, 1982,
followed by subsequent annual offerings commencing on January 1 in each year
thereafter. The period commencing on January 1 of each year and ending on
the following December 31 constitutes a "Plan Year." During each of the
Plan Years commencing with 1982 through 1994, 75,000 shares of Common Stock
were offered; during the 1995 Plan Year, 75,000 shares of Common Stock will
again be offered. The Plan will remain in effect until it is terminated by
the Board of Directors or until the total number of shares authorized to be
offered under the Plan have been purchased. As of September 30, 1994,
376,707 shares of Common Stock have been purchased under the Plan, leaving
223,293 shares of Common Stock available for future purchase.
Under the Plan, each eligible employee may purchase shares of Common
Stock by means of payroll deductions or monthly lump sum payments. See
"Participation."
The Plan is intended to be an "Employee Stock Purchase Plan" as defined
in Section 423 of the Internal Revenue Code of 1986, as amended; it is not
intended to be qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended. The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974.
The Company was incorporated under the laws of Pennsylvania in 1930 and
its executive offices are located at Elm and Lee Streets, Conshohocken,
Pennsylvania 19428.
ELIGIBILITY. Any employee (including an officer) of the Company or of
any subsidiary of the Company designated by the Board of Directors may
participate in the Plan. To be eligible to participate, an employee must
have completed one year of continuous service and have been employed for at
least 1,000 hours per calendar year with one or more of the Company or its
designated subsidiaries. The subsidiaries which have been so designated are
each of the subsidiaries of the Company in which the Company owns fifty
percent (50%) or more of the issued and outstanding capital stock.
No employee may participate in the Plan if immediately after the grant
of the right to purchase shares under the Plan the employee would own shares
and/or hold outstanding options to purchase shares possessing 5% or more
3
of the total combined voting power or value of all classes of capital stock of
the Company or of any subsidiary of the Company. Further, no employee may
participate in the Plan to the extent that the market value of the stock
purchased in the employee's name during any Plan Year exceeds the lesser of
$25,000 or the amount of his or her "base salary" for the year. For
purposes of the Plan, base salary means straight time earnings, and, unless
specifically designated by the Plan Committee, excludes payments for
overtime, bonuses, commissions, incentive compensation and other special
payments.
Each employee will receive quarterly statements reflecting the status of
his or her account and all transactions in his or her account which occurred
during the quarter.
As of October 26, 1994, 144 of the approximately 865 eligible employees
of the Company were participating in the Plan. The number of employees of
the Company who are expected to be eligible to participate in the Plan Year
which begins January 1, 1995 is approximately 851.
PARTICIPATION. An eligible employee may become a participant in an
annual offering either by submitting at any time from the date of this
Prospectus through the Plan Year, a Withholding Purchase Agreement which
authorizes payroll deductions in an amount not less than $5.00 per pay
period for hourly employees or $10.00 per pay period for salaried employees,
or by electing to participate by making a monthly lump sum payment of not
more than $1,500 or less than $250 by submitting a Prepayment Purchase
Agreement.
An employee may not amend a previously filed Withholding Purchase
Agreement but may discontinue participation in the Plan at any time. See
"Withdrawal from the Plan."
All payments made by an employee under the Plan will be credited to the
employee's account and will be placed in the general funds of the Company
and may be used by the Company for any corporate purpose pending purchase of
shares. See "Use of Funds."
An employee's rights under the Plan may not be assigned, transferred,
pledged or otherwise disposed of by an employee and are exercisable only by
the employee during his or her lifetime.
PURCHASE OF SHARES. The price to be paid by employees for shares will
be 85% of the market price of the Common Stock on the last day of each
calendar month in the Plan Year on which the organized securities trading
markets are open for business (the "Investment Date"). On each Investment
Date, each employee will be deemed to have purchased as many full shares of
Common Stock as the amount in his or her account is sufficient to pay for at
that price. In the event that on any Investment Date fewer shares remain
available for purchase than the aggregate funds in all employees' accounts
can purchase, a pro rata portion of the available shares will be purchased
for the account of each employee. Shares not purchased during a Plan Year
may be offered in future Plan Years.
At the end of each Plan Year, the Company will distribute to each
employee a certificate representing the number of shares of Common Stock
purchased for his or her account during the Plan Year and any funds
remaining in the employee's account which were not used to purchase shares.
Any employee may, by written notice to the Plan Committee, at any time
during a Plan Year withdraw shares purchased for his or her account, any
dividends paid on those shares, or both, without affecting the employee's
participation in the Plan for that Plan Year.
Until shares credited to an employee's account are registered in the
name of the employee, the shares will be registered in the name of the Plan,
the Plan Committee or a nominee account, as determined by the Plan
Committee.
4
An employee will receive dividends quarterly for shares purchased, will
have the right to vote shares credited to his or her account, and will
receive all mailings made by the Company to its shareholders.
The Company's Common Stock is traded on the National Market System of
the National Association of Securities Dealers, Inc. The following table
sets forth for the calendar quarters shown the range of quotations for the
Common Stock on the NASDAQ National Market System. On October 26, 1994,
the last reported sale price of the Common Stock on the NASDAQ National
Market System was $18 per share.
1991 LOW HIGH
---- --- ----
First Quarter......................... 15 22-1/4
Second Quarter........................ 17-1/2 21-1/2
Third Quarter......................... 17-1/4 20-3/4
Fourth Quarter........................ 19-1/4 21-3/4
1992
----
First Quarter......................... 18-3/4 22-1/4
Second Quarter........................ 21 26
Third Quarter......................... 19-1/2 24-3/4
Fourth Quarter........................ 19-3/4 23-1/2
1993
----
First Quarter......................... 20-3/4 24-1/2
Second Quarter........................ 17-3/4 23
Third Quarter......................... 16-1/2 20
Fourth Quarter........................ 14-1/4 18-1/4
1994
----
First Quarter......................... 14-3/4 19-1/2
Second Quarter........................ 16 18-3/4
Third Quarter......................... 17-1/4 18-3/4
Fourth Quarter (through October 26)... 17-1/4 18
WITHDRAWAL FROM THE PLAN. An employee may, at any time during a Plan
Year, withdraw all unexpended funds in his or her account by giving written
notice to the Plan Committee. The withdrawal of unexpended funds will
constitute withdrawal from the Plan for the remainder of the Plan Year, but
will not affect the employee's right to participate in the Plan in any
succeeding Plan Year provided the employee otherwise meets the Plan's
eligibility requirements.
In the event of death, retirement or termination of employment, no
further payments by or on behalf of an employee will be accepted and the
balance in the employee's account will be paid to the employee or to his or
her beneficiary. See "Designation of a Beneficiary."
ADMINISTRATION AND TERMINATION OF THE PLAN. The Plan is administered by
a committee appointed by the Board of Directors ("Plan Committee"). Each
member of the Plan Committee must be either a director, officer or employee
of the Company, and each is appointed for an indeterminate term and may be
removed at the discretion of the Board of Directors. The present members of
the Committee (each of whose business address is c/o Quaker Chemical
Corporation, Elm and Lee Streets, Conshohocken, Pennsylvania 19428) are
Robert E. Berry (Chairman), Director--Corporate Taxes, Joseph F. Spanier,
Vice President, Corporate Controller and Corporate Treasurer, Clifford E.
Montgomery, Vice President--Human Resources, Karl H. Spaeth, Vice President
and Secretary, and
5
Joseph R. Bowen, Manager, Information Center. To obtain additional
information about the Plan and the Plan Committee please contact Karl H.
Spaeth, Vice President and Secretary, at the Company's executive office.
The Plan Committee acts as manager of the Plan and is vested with full
power and authority to interpret the provisions of the Plan and to adopt
such rules and regulations as it deems necessary or desirable for the
administration of the Plan. Plan Committee actions in connection with the
construction, interpretation, administration or application of the Plan are
final and binding upon all employees and any and all persons claiming under
or through any employees.
The Board of Directors of the Company may terminate the Plan or amend it
at any time; however, such termination or amendment may not adversely affect
purchases made prior to such action nor may an amendment change the
eligibility requirements or, except in the event of stock dividends,
split-ups or recapitalizations, change the number of shares authorized to be
offered under the Plan.
DESIGNATION OF A BENEFICIARY. An employee may file a written
designation of a beneficiary who is to receive any shares or cash in his or
her account in the event of the employee's death. The designation may be
changed by the employee at any time upon written notice.
In the absence of a validly designated beneficiary, the beneficiary will
be deemed to be the executor or administrator of the estate of the employee,
or if no such executor or administrator has been appointed, the Company, in
its discretion, may deliver the shares and cash in the employee's account to
the spouse, if any, or to the children, if any, or to those persons who
would be entitled to inherit from the employee in accordance with the
Inheritance Laws of the Commonwealth of Pennsylvania.
USE OF FUNDS. All payments received by the Company under the Plan may
be used by the Company for any corporate purpose and the Company is not
obligated to segregate those funds. Until shares are purchased for an
employee's account or until unexpended funds are either withdrawn by an
employee or distributed to an employee at the end of a Plan Year, the funds
deposited by an employee will be subject to any liens or claims against the
general funds of the Company.
TAX ASPECTS
FEDERAL. The following discussion of the tax aspects of the Plan is
addressed only to those employees of the Company and its subsidiaries
subject to Federal and Pennsylvania income tax. The discussion does not
purport to cover the tax aspects of the Plan for employees subject to
taxation in other states or foreign countries. Each employee, particularly
an employee of a foreign subsidiary of the Company, should contact his or
her personal tax advisor for further information with respect to the tax
consequences applicable to such employee.
Under the provisions of the Internal Revenue Code, no income will be
realized by an employee for Federal income tax purposes upon his or her
election to participate in the Plan or upon the purchase of shares under the
Plan. However, as discussed in greater detail below, an employee may
recognize taxable income if he or she disposes of the shares purchased
pursuant to the Plan or if he or she dies while owning shares so purchased.
The character of any such income will vary, depending, in part, on whether
the disposition occurs before or after the expiration of the applicable
holding period. For this purpose, the applicable holding period is two
years from the date the shares were purchased by the employee under the
Plan.
A disposition of shares prior to the expiration of the holding period (a
"disqualifying disposition") will cause the recognition of ordinary income
by the employee (includable in gross income as compensation) in the year of
disposition equal to the amount by which the fair market value of the shares
at the time the shares were purchased
6
exceeded the purchase price. Provided that the shares are capital
assets in the hands of the employee, if the price at which they are sold
exceeds their adjusted cost basis (as defined below), the excess will be
capital gain, and, if the price is less than their adjusted cost basis, the
excess of the adjusted cost basis over the price will be a capital loss.
This capital gain or loss will constitute long-term capital gain or loss if
the shares have been held for more than one year at the time of disposition
and short-term capital gain or loss if the shares have been held for one
year or less at such time.
Upon a disposition of shares by an employee after the expiration of the
applicable holding period, or upon the death of the employee while holding
shares acquired under the Plan (whether death occurs before or after the
expiration of the applicable holding period), the employee will recognize
ordinary income (includable in gross income as compensation) to the extent
of the lesser of (a) the amount by which the fair market value of the shares
at the time of disposition or death exceeds the purchase price paid for the
shares by the employee, or (b) the amount by which the fair market value of
the shares at the time the shares were purchased exceeded the purchase
price. Provided that the shares are capital assets in the hands of the
employee, if the price at which they are sold, in the case of a disposition,
exceeds their adjusted cost basis (as defined below), the excess will be
capital gain, and, if the price is less than their adjusted cost basis, the
excess of the adjusted cost basis over the price will be a capital loss.
This capital gain or loss will constitute long-term capital gain or loss if
the shares have been held for more than one year at the time of disposition
and short-term capital gain or loss if the shares have been held for one
year or less at such time.
The adjusted cost basis of the shares in the employee's hands at the
time of a disposition by him or her will consist of the price paid by the
employee for the shares, increased by the amount (if any) included in the
employee's gross income as compensation as a result of the disposition of
the shares.
Currently, the maximum Federal income tax rate applicable to long-term
capital gains is 28%, whereas, the maximum Federal income tax rate for
ordinary income is 36% (39.6% for individuals with taxable income over
$250,000). In addition to this difference in rates, the distinction between
capital gains and losses and ordinary income is relevant for other reasons,
including the fact that capital losses are only deductible against capital
gains and a limited amount ($3,000 per year) of ordinary income.
PENNSYLVANIA. The Commonwealth of Pennsylvania contends that, for
purposes of the Pennsylvania Personal Income Tax, an employee who is subject
to that tax will realize taxable income in the year the shares are purchased
for his or her account to the extent of the difference between the price
paid by the employee and the fair market value of the shares purchased at
the date of purchase.
The foregoing discussion of Federal and Pennsylvania tax aspects of the
Plan is based on the current state of the law and is addressed only to
employees who purchase shares under the Plan from the date hereof through
the 1995 Plan Year, although there can be no assurances that subsequent
changes in the law will not alter the tax consequences described herein.
The discussion contained herein is not intended to address the tax
consequences to any other purchasers under the Plan. Furthermore, since the
discussion does not purport to cover every possible situation, each employee
should contact his or her personal tax advisor with respect to the Federal,
State, local and foreign income tax consequences that may be applicable to
his or her specific circumstances.
CONSEQUENCES TO THE COMPANY. The Company will not be entitled to a
deduction for Federal income tax purposes upon the election of an employee
to participate in the Plan or upon an employee's purchase of shares, the
disposition by an employee of shares (unless it constitutes a disqualifying
disposition), or the death of an employee. In the case of a disqualifying
disposition, the amount included in the gross income of the employee as
compensation will be deductible by the Company in the year in which the
disposition occurs, to the extent it constitutes an ordinary and necessary
business expense.
7
RESTRICTIONS ON RESALES OF SHARES
Certain officers and directors of the Company may be deemed to be
"affiliates" of the Company for purposes of the Securities Act of 1933 (the
"Act"). Shares acquired under the Plan by an affiliate may only be
reoffered or resold pursuant to an effective registration statement or in
accordance with Rule 144 under the Act. An affiliate may not resell shares
by means of this Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the
Securities and Exchange Commission are incorporated in this Prospectus by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1994 and June 30, 1994, respectively;
(c) The Company's Proxy Statement, dated March 31, 1994;
(d) The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A, dated April 27, 1973
and any amendments or reports filed for the purpose of updating such
description.
All reports and other documents filed by the Company pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Prospectus and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports and documents.
Copies of the documents incorporated by reference herein, except for
the exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the documents which this Prospectus
incorporates), and copies of any other documents to which an employee is
entitled as described in this Prospectus, are available to any employee
receiving a copy of this Prospectus upon written or oral request. Such
request should be directed to the Secretary, Quaker Chemical Corporation,
Elm and Lee Streets, Conshohocken, Pennsylvania 19428 (610)-832-4112. See
"Additional Information."
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Reference is made to the information contained in the prospectus under
the caption, "Incorporation of Certain Documents by Reference."
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legality of the shares offered hereby has been passed upon for the
Company by Fox, Rothschild, O'Brien & Frankel, Philadelphia, Pennsylvania
19103. Alex Satinsky, a Director of the Company, is a partner in such
firm.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law
of 1988 provides as follows:
Section 1741. Third Party Actions. Unless otherwise restricted in
its bylaws, a business corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that he is or
was a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent shall not
of itself create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.
Section 1742. Derivative actions. Unless otherwise restricted in
its bylaws, a business corporation shall have power to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
he is or was a representative of the corporation or is or was serving at
the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the
defense or settlement of the action if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation. Indemnification shall not be made under
this section in respect of any claim, issue or matter as to which such
person shall be adjudged to be liable to the corporation unless and only
to the extent that the court of common pleas of the judicial district
embracing the county in which the registered office of the corporation is
located or the court in which the action was brought determines upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court of common pleas or
other court shall deem proper.
Section 1743. Mandatory indemnification. To the extent that a
representative of a business corporation has been successful on the merits
or otherwise in defense of any action or proceeding referred to in section
1741 (relating to third-party actions) or 1742 (relating to derivative and
corporate actions) or in defense of any
II-1
claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
Section 1744. Procedure for effecting indemnification. Unless
ordered by a court, any indemnification under section 1741 (relating to
third-party actions) or 1742 (relating to derivative and corporate
actions) shall be made by the business corporation only as authorized in
the specific case upon determination that indemnification of the
representative is proper in the circumstances because he has met the
applicable standard of conduct set forth in such subsection. The
determination shall be made:
(1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action or
proceeding; or
(2) if such a quorum is not obtainable, or, even if obtainable
and a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(3) by the shareholders.
Section 1745. Advancing expenses. Expenses (including attorney's
fees) incurred in defending any action or proceeding referred to in this
subchapter may be paid by a business corporation in advance of the final
disposition of the action or proceeding upon receipt or an undertaking by
or on behalf of the representative to repay the amount if it is ultimately
determined that he is not entitled to be indemnified by the corporation as
authorized in this subchapter or otherwise.
Section 1746. Supplementary coverage.
(a) General Rule. The indemnification and advancement of expenses
provided by, or granted pursuant to, the other sections of this subchapter
shall not be deemed exclusive of any other rights of which a person
seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of shareholders, or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. Sections 1728 (relating to
interested directors or officers; quorum) and 1770 (relating to interested
shareholders) shall be applicable to any bylaw, contract or transaction
authorized by the directors under this section. A corporation may create
a fund of any nature, which may, but need not be, under the control of a
trustee, or otherwise secure or insure in any manner its indemnification
obligations, whether arising under or pursuant to this section or
otherwise.
(b) When indemnification is not made. Indemnification pursuant to
subsection (a) shall not be made in any case where the act or failure to
act giving arise to the claim for indemnification is determined by a court
to have constituted willful misconduct or recklessness. The articles may
not provide for indemnification in the case of willful misconduct or
recklessness.
(c) Grounds. Indemnification pursuant to subsection (a) under any
bylaw, agreement, vote of shareholders or directors or otherwise, may be
granted for any action taken or any failure to take any action and may be
made whether or not the corporation would have the power to indemnify the
person under any other provision of law except as provided in this section
and whether or not the indemnified liability arises or arose from any
threatened, pending or completed action by or in the right of the
corporation. Such indemnification is declared to be consistent with the
public policy of the Commonwealth of Pennsylvania.
Section 1747. Power to purchase insurance. Unless otherwise
restricted in its bylaws, a business corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
representative of the corporation, or is or was serving at the request of
the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this subchapter. Such
insurance is declared to be consistent with the public policy of the
Commonwealth of Pennsylvania.
Section 1750. Duration and extent of coverages. The indemnification
and advancement of expenses provided by, or granted pursuant to, this
subchapter shall, unless otherwise provided when authorized or rati-
II-2
fied, continue as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and personal
representative of, that person.
Section 7.1 of the Company's By-Laws also contains provisions allowing
for indemnification of directors and officers to the extent permitted under
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
REG. S-K EXHIBIT NO. DESCRIPTION
- --------------------- -----------
4. Quaker Chemical Corporation Employee Stock
Purchase Plan*
23. Consent of Independent Accountants--Incorporated
by reference to Exhibit 23 of the Company's
Annual Report on Form 10-K for the year
ended December 31, 1993.
24. Power of Attorney*
- -----------------
*Previously filed as an exhibit to this Registration Statement.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (i) and (ii) above, do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-3
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-4
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
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Conshohocken,
Commonwealth of Pennsylvania, on October 26, 1994.
QUAKER CHEMICAL CORPORATION
By: /s/ PETER A. BENOLIEL
---------------------------
Peter A. Benoliel, Chairman
of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PETER A. BENOLIEL Chairman of the Board October 26, 1994
- ----------------------------
Peter A. Benoliel
/s/ SIGISMUNDUS W. W. LUBSEN President, Chief Executive October 26, 1994
- ---------------------------- Officer and Director
Sigismundus W. W. Lubsen (Principal Executive Officer)
/s/ JOSEPH F. SPANIER Vice President and Corporate October 26, 1994
- ---------------------------- Controller (Principal
Joseph F. Spanier Financial and Accounting
Officer)
/s/ JOSEPH B. ANDERSON, JR. Director October 26, 1994
- ----------------------------
Joseph B. Anderson, Jr.
* Director October 26, 1994
- ----------------------------
Patricia C. Barron
/s/ WILLIAM L. BATCHELOR Director October 26, 1994
- ----------------------------
William L. Batchelor
/s/ LENNOX K. BLACK Director October 26, 1994
- ----------------------------
Lennox K. Black
/s/ EDWIN J. DELATTRE Director October 26, 1994
- ----------------------------
Edwin J. Delattre
/s/ FRANCIS J. DUNLEAVY Director October 26, 1994
- ----------------------------
Francis J. Dunleavy
II-5
/s/ ROBERT P. HAUPTFUHRER Director October 26, 1994
- ----------------------------
Robert P. Hauptfuhrer
/s/ FREDERICK HELDRING Director October 26, 1994
- ----------------------------
Frederick Heldring
* Director October 26, 1994
- ----------------------------
Ronald J. Naples
/s/ ALEX SATINSKY Director October 26, 1994
- ----------------------------
Alex Satinsky
/s/ D. ROBERT YARNALL, JR. Director October 26, 1994
- ----------------------------
D. Robert Yarnall, Jr.
*By PETER A. BENOLIEL
ATTORNEY-IN-FACT
October 26, 1994
/s/ PETER A. BENOLIEL
- -----------------------
Peter A. Benoliel
Pursuant to the requirements of the Securities Act of 1933, the Plan
Committee has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Borough of Conshohocken, Commonwealth of Pennsylvania, on this 26th day of
October, 1994.
QUAKER CHEMICAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ ROBERT E. BERRY
--------------------------------
Robert E. Berry
Chairman, Employee Stock Purchase Plan
II-6