View:
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1997
REGISTRATION NO. 2-57924
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 16
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)
RONALD J. NAPLES
CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
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:
Ramon R. Obod, Esquire Karl H. Spaeth
Fox, Rothschild, O'Brien & Frankel Secretary
2000 Market Street, 10th Floor Quaker Chemical Corporation
Philadelphia, Pennsylvania 19103 Conshohocken, Pennsylvania 19428
=============================================================================
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; Additional
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 listed on the New
York Stock Exchange ("NYSE"). On October 24, 1997, the last reported
sale price for the Common Stock on the NYSE was $17.8125 per share.
---------------
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 30, 1997.
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
---- ----
Additional Information......... 2 Certain 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
ADDITIONAL 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: Seven World Trade Center, 13th
Floor, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60601. The Company files its
reports and other information electronically with the Commission. The
Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that
file electronically with the Commission. The address of such site is
http://www.sec.gov. Such reports and other information may also be
inspected at the offices of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005.
This Prospectus, which constitutes part of a Registration Statement
filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Act"), omits certain of the information contained
in the Registration Statement. For further information, reference is
hereby made to the Registration Statement and to the exhibits relating
thereto. 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 Assistant Corporate Secretary, Quaker Chemical Corporation, Elm and
Lee Streets, Conshohocken, Pennsylvania 19428 (Tel. No. 610-832-4119).
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 from the Company. 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 in
the Company's Registration Statements on Form 8-A, dated April 27, 1973
and August 2, 1996, 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 1997, 75,000
shares of Common Stock were offered; during the 1998 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, 1997, 462,055 shares of Common Stock
have been purchased under the Plan, leaving 137,945 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 (as defined below), 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 24, 1997, 123 of the approximately 835 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, 1998 is approximately 906.
PARTICIPATION. An eligible employee may become a participant in an
annual offering either by submitting during the open enrollment period,
or at the time he or she becomes an eligible employee during 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
submitting a Prepayment Purchase Agreement which authorizes
participation through a monthly lump sum payment of not less than $250
or more than $1,500.
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, 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.
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.
4
The Company's Common Stock is listed on the NYSE. Prior to August
23, 1996, the Common Stock was traded on the NASDAQ National Market.
The following table sets forth for the calendar quarters shown the range
of high and low sales prices for the Common Stock as quoted on the
NASDAQ National Market and as reported by the NYSE, as the case may be.
On October 24, 1997, the last reported sale price of the Common Stock on
the NYSE was $17.8125 per share.
1994 LOW HIGH
---- --- ----
First Quarter......................... 14-3/4 19-1/2
Second Quarter........................ 16 18-3/4
Third Quarter......................... 17-1/4 18-3/4
Fourth Quarter ....................... 17-1/4 18-3/4
1995
----
First Quarter......................... 14-1/2 19
Second Quarter........................ 14-1/2 18
Third Quarter......................... 15 17-1/2
Fourth Quarter........................ 11 18-1/2
1996
----
First Quarter......................... 12-3/4 15
Second Quarter........................ 11-3/4 14-1/2
Third Quarter......................... 11-3/4 15-1/4
Fourth Quarter ....................... 14-5/8 17-1/4
1997
----
First Quarter......................... 15 17-1/4
Second Quarter........................ 15-1/2 17-3/8
Third Quarter......................... 15-1/2 18-3/4
Fourth Quarter (through October 24)... 17-5/8 19-5/16
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 Irene M. Kisleiko
(Chairperson), Assistant Corporate Secretary, D. Jeffry Benoliel,
Director -- Corporate Legal Affairs, and Richard J. Fagan, Controller and
Treasurer. To obtain additional information about the Plan and the Plan
Committee, please contact Irene M. Kisleiko, Assistant Corporate
Secretary, at the Company's executive office.
5
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.
CERTAIN TAX ASPECTS
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.
FEDERAL. For Federal income tax purposes, no income will be
recognized by an employee 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 "applicable
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 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,
6
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 18 months at the time of
disposition and mid-term capital gain or loss if the shares have been
held for more than one year but not more than 18 months at the time of
disposition. Capital gain or loss on shares held for one year or less
at the time of disposition will constitute short-term capital gain or
loss.
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. The
characterization of this capital gain or loss as long-, mid- or
short-term will be based on how long the shares were held at the time of
disposition, as described in the last two sentences of the preceding
paragraph.
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 rates applicable to
long-term and mid-term capital gains are 20% and 28%, respectively. The
maximum Federal income tax rate for ordinary income (as well as
short-term capital gains) is 36% (39.6% in certain cases, e.g., for
unmarried individuals and individuals filing joint returns having
taxable income over $271,050). In addition to these differences 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 1998 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. 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 year ended
December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997, respectively;
(c) The Company's Proxy Statement dated March 27, 1997;
(d) The description of the Common Stock of the Company contained in
the Company's Registration Statements on Form 8-A dated April 27, 1973
and August 2, 1996, 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 Assistant Corporate Secretary, Quaker
Chemical Corporation, Elm and Lee Streets, Conshohocken, Pennsylvania
19428 (610) 832-4119. 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 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
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action
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 proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination
of any action 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 that 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 and corporate 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 the person has been 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
the expenses the court of common pleas or other court deems 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 claim, issue or
matter therein, he shall be indemnified against expenses (including
attorney fees) actually and reasonably incurred by him in connection
therewith.
II-1
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 those sections. 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;
(2) if such a quorum is not obtainable or 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 attorneys'
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 bylaw, 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, in the case of a registered corporation, section 2538
(relating to approval of transactions with 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 to be made. Indemnification
pursuant to subsection (a) shall not be made in any case where the act
or failure to act giving rise 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 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 this Commonwealth.
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 that liability under the provisions of this
subchapter. Such insurance is declared to be consistent with the
public policy of this Commonwealth.
Section 1750. Duration and extent of coverage. The
indemnification and advancement of expenses provided by, or granted
pursuant to, this subchapter shall, unless otherwise provided when
authorized or ratified, 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.
II-2
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.
Not applicable.
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, 1996.
- -----------------
*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 undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant'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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise,
II-3
the registrant 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 registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action 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
The Registrant. 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
Conshohocken, Pennsylvania, on September 10, 1997.
QUAKER CHEMICAL CORPORATION
By: /s/ RONALD J. NAPLES
--------------------------------
Ronald J. Naples
Chairman, President, and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RONALD J. NAPLES Chairman, President, September 10, 1997
- ---------------------------- Chief Executive Officer,
Ronald J. Naples and Director
/s/ RICHARD J. FAGAN Controller and Treasurer September 10, 1997
- ---------------------------- [Principal Financial and
Richard J. Fagan Accounting Officer]
Director September __, 1997
- ----------------------------
Joseph B. Anderson, Jr.
/s/ PATRICIA C. BARRON Director September 10, 1997
- ----------------------------
Patricia C. Barron
/s/ WILLIAM L. BATCHELOR Director September 10, 1997
- ----------------------------
William L. Batchelor
/s/ PETER A. BENOLIEL Director September 10, 1997
- ----------------------------
Peter A. Benoliel
/s/ LENNOX K. BLACK Director September 10, 1997
- ----------------------------
Lennox K. Black
/s/ DONALD R. CALDWELL Director September 10, 1997
- ----------------------------
Donald R. Caldwell
II-5
/s/ ROBERT E. CHAPPELL Director September 10, 1997
- ----------------------------
Robert E. Chappell
/s/ EDWIN J. DELATTRE Director September 10, 1997
- ----------------------------
Edwin J. Delattre
/s/ ROBERT P. HAUPTFUHRER Director September 10, 1997
- ----------------------------
Robert P. Hauptfuhrer
/s/ ROBERT H. ROCK Director September 10, 1997
- ----------------------------
Robert H. Rock
The Plan. 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 Conshohocken, Pennsylvania, on this 10th
day of September, 1997.
QUAKER CHEMICAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ IRENE M. KISLEIKO
--------------------------------
Irene M. Kisleiko
Committee Chairman
II-6