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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1998
REGISTRATION NO. 2-57924
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 17
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 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 D. Jeffry Benoliel
Fox, Rothschild, O'Brien & Frankel, LLP 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
Employee Plan Annual
Information ..................... Cover of Prospectus; About this
Prospectus; Where You Can Find
More Information
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 23, 1998, the last reported
sale price for the Common Stock on the NYSE was $13.625 per share.
---------------
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SHARES OF COMMON STOCK OR DETERMINED THAT THIS PROSPECTUS
IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is October 29, 1998.
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement that we filed with
the SEC for our Employee Stock Purchase Plan. Every year, we make an
offering of our stock to our employees who are eligible to participate in
the Employee Stock Purchase Plan. This Prospectus provides you with a
general description of the Employee Stock Purchase Plan. For information
about us, please see the information under the heading "Where You Can Find
More Information."
TABLE OF CONTENTS
PAGE PAGE
---- ----
About this Prospectus ......... 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 Where You Can Find
Administration and More Information................. 8
Termination of the Plan.... 5
Designation of a Beneficiary. 6
Use of Funds................. 6
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 1998, 75,000 shares of
Common Stock were offered; during the 1999 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, 1998, 486,638 shares of Common Stock have been purchased
under the Plan, leaving 113,362 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 23, 1998, 125 of the approximately 906 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, 1999 is approximately 867.
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 23, 1998, the last reported sale price of the Common Stock on the
NYSE was $13.625 per share.
1995 LOW HIGH
---- --- ----
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........................ 17 19-13/16
1998
----
First Quarter......................... 16-1/2 19-3/4
Second Quarter........................ 17-11/16 21
Third Quarter......................... 15-7/16 19-3/4
Fourth Quarter (through October 23)... 13 15-1/2
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 Plan Committee (each of whose business address is
c/o Quaker Chemical Corporation, Elm and Lee Streets, Conshohocken,
Pennsylvania 19428) are Irene M. Kisleiko (Chair-person), Assistant
Corporate Secretary; D. Jeffry Benoliel, Corporate Secretary and 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 12 months at the time of disposition.
Capital gain or loss on shares held for 12 months 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- 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 rate applicable to any
long-term capital gains that result from a sale of the shares is 20%. 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
$278,450). 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 1999 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.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC's web site at http://www.sec.gov. You
may also read and copy any document that we file at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms.
The SEC allows us to "incorporate by reference" the information that we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this Prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act until all of the shares of Common
Stock in the Employee Stock Purchase Plan have been sold.
[] Annual Report on Form 10-K for the year ended December 31, 1997;
[] Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30, 1998;
[] Our Proxy Statement dated March 30, 1998 relating to our 1998 Annual
Meeting of Shareholders;
[] The description of our Common Stock contained in Form 8-A dated
April 27, 1973 and August 2, 1996; and
[] All of our other reports filed with the SEC under the Securities
Exchange Act covering the period after June 30, 1998.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Assistant Corporate Secretary
Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, PA 19428
(610) 832-4119
You should rely only on the information incorporated by reference or
provided in this Prospectus. We have not authorized anyone else to provide
you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not
assume that the information in this Prospectus or in any document
incorporated by reference is accurate except on the date on the front of
this Prospectus and on those documents.
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, "Where You Can Find More Information."
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.
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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, 1997.
- -----------------
*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.
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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 16, 1998.
QUAKER CHEMICAL CORPORATION
By: /s/ RONALD J. NAPLES
--------------------------------
Ronald J. Naples
Chairman 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, Chief September 16, 1998
- ---------------------------- Executive Officer,
Ronald J. Naples and a Director
/s/ RICHARD J. FAGAN Controller and Treasurer September 16, 1998
- ---------------------------- [Principal Financial and
Richard J. Fagan Accounting Officer]
/s/ JOSEPH B. ANDERSON, JR. Director September 16, 1998
- ----------------------------
Joseph B. Anderson, Jr.
/s/ PATRICIA C. BARRON Director September 16, 1998
- ----------------------------
Patricia C. Barron
/s/ WILLIAM L. BATCHELOR Director September 16, 1998
- ----------------------------
William L. Batchelor
/s/ PETER A. BENOLIEL Director September 16, 1998
- ----------------------------
Peter A. Benoliel
/s/ LENNOX K. BLACK Director September 16, 1998
- ----------------------------
Lennox K. Black
/s/ DONALD R. CALDWELL Director September 16, 1998
- ----------------------------
Donald R. Caldwell
II-5
/s/ ROBERT E. CHAPPELL Director September 16, 1998
- ----------------------------
Robert E. Chappell
/s/ EDWIN J. DELATTRE Director September 16, 1998
- ----------------------------
Edwin J. Delattre
/s/ ROBERT P. HAUPTFUHRER Director September 16, 1998
- ----------------------------
Robert P. Hauptfuhrer
/s/ ROBERT H. ROCK Director September 16, 1998
- ----------------------------
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 16th
day of September, 1998.
QUAKER CHEMICAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ IRENE M. KISLEIKO
--------------------------------
Irene M. Kisleiko,
Committee Chairman
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