AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2001
REGISTRATION NO. 333-48130
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________________________
QUAKER CHEMICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 23-0993790
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ELM AND LEE STREETS, CONSHOHOCKEN, PENNSYLVANIA 19428
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
____________________________________
QUAKER CHEMICAL CORPORATION
2000 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
(610) 832-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
____________________________________
Copies to:
Howell J. Reeves, Esquire D. Jeffry Benoliel, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP Vice President, Secretary
1650 Arch Street, 22nd Floor and General Counsel
Philadelphia, Pennsylvania 19103 Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, Pennsylvania 19428
____________________________________
CALCULATION OF REGISTRATION FEE(1)
|----------------------------------------------------------------------------------------------------|
| AMOUNT PROPOSED PROPOSED AMOUNT OF |
| TITLE OF SECURITIES TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION |
| TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE(2) |
|----------------------------------------------------------------------------------------------------|
| Common Stock, |
| $1.00 par value |
| (including associated |
| stock purchase rights) 500,000 shares(3) $17.81 $8,905,000 $2,351 |
|----------------------------------------------------------------------------------------------------|
(1) The fee reflected in this table was paid in full at the time of the
original filing of this registration statement.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee and
based upon the average of the high and low sales prices of the Common Stock
as reported on the New York Stock Exchange on October 12, 2000.
(3) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers such additional shares and associated stock purchase
rights as may hereinafter be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions
effected without the receipt of consideration.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 shall be included in
documents to be sent or given to participants in the Registrant's 2000 Employee
Stock Purchase Plan pursuant to Rule 428(b)(1)(i) under the Securities Act of
1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We hereby incorporate by reference into this registration statement the
following documents and information that we have earlier heretofore filed
with the Securities and Exchange Commission (the "Commission"):
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001 and June 30, 2001;
(3) The description of the Registrant's Common Stock, $1.00 par value,
contained in its Form 8-A Registration Statement filed with the
Commission on August 2, 1996, and any amendments or reports for the
purpose of updating that description; and
(4) The description of the Registrant's stock purchase rights set forth
in its Form 8-A Registration Statement filed with the Commission on
March 7, 2000, and any amendments or reports filed for the purpose
of updating that description.
All documents and reports filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents or reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified shall not
be deemed to constitute a part of this registration statement except as so
modified and any statement so superseded shall not be deemed to constitute a
part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subchapter D (Sections 1741 through 1750) of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"),
contains provisions for mandatory and discretionary indemnification of a
corporation's directors, officers, employees and agents (collectively
"Representatives"), and related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors, officers and other Representatives under
certain prescribed circumstances against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with a threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in right of the corporation), to
which any of them is a party or threatened to be made a party, by reason of
his being a Representative of the corporation or serving at the request of
the corporation as a Representative of another corporation, partnership,
joint venture, trust or other enterprise, 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.
Section 1742 provides for indemnification with respect to derivative and
corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 in respect of any claim,
issue or matter as to which a Representative has been adjudged to be liable
to the corporation unless and only to the extent that the proper court
determines upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, a Representative is fairly and
reasonably entitled to indemnity for the expenses that the court deems
proper.
Section 1743 provides that indemnification against expenses is mandatory
to the extent that a Representative has been successful on the merits or
otherwise in defense of any action or proceeding referred to in Section 1741
or 1742.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of a
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Representative is proper because the Representative met the applicable
standard of conduct, and such determination will be made: (i) by the board
of directors by a majority vote of a quorum of directors not parties to the
action or proceeding; (ii) if a quorum is not obtainable or if obtainable
and a majority of disinterested directors so directs, by independent legal
counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17
of the BCL may be paid by the corporation in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by
or on behalf of the Representative to repay such amount if it shall
ultimately be determined that the Representative is not entitled to be
indemnified by the corporation. Section 1746 provides generally that except
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 indemnification and advancement of expenses
provided by Subchapter D of Chapter 17 of the BCL shall not be deemed
exclusive of any other rights to which a Representative 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 that office.
Section 1746 also authorizes a corporation to create a fund or otherwise
secure or insure in any manner its indemnification obligations.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability asserted
against him and incurred by him in his capacity as a Representative, or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against that liability under Subchapter D of
Chapter 17 of the BCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the BCL to
successor corporations resulting from consolidation, merger or division and
to Representatives of a corporation or an employee benefit plan. Section
1750 provides that the indemnification and advancement of expenses pursuant
to Subchapter D of Chapter 17 of the BCL shall continue as to a person who
has ceased to be a Representative and shall inure to the benefit of the
heirs and personal representative of that person.
Section 7.1 of our By-Laws contains provisions allowing for the
indemnification of our directors and officers to the full extent permitted
by the provisions of the BCL.
These indemnification provisions may be sufficiently broad to permit
indemnification of our Representatives for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of
1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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4 2000 Employee Stock Purchase Plan (1)
5.1 Opinion of Fox, Rothschild, O'Brien &
Frankel, LLP (2)
23.1 Consent of PricewaterhouseCoopers LLP (2)
23.2 Consent of Fox, Rothschild, O'Brien &
Frankel, LLP (2)
24 Power of Attorney (2)
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(1) Incorporated by reference to Exhibit B to the Definitive Proxy Statement
filed with the Commission on March 30, 2000 for the Registrant's
May 10, 2000 Annual Meeting of Shareholders.
(2) Previously filed with this registration statement.
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ITEM 9. UNDERTAKINGS.
A. We hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(c) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (A)(1)(a) and (A)(1)(b) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by us pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose 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.
B. We hereby undertake that, for purposes of determining any liability
under the Securities Act of 1933, each filing of our 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 therein.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted for our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment
by us of expenses incurred or paid by a director, officer or controlling
person of ours 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 in this registration statement, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as
expressed in the Securities Act of 1933, and we will be governed by the
final adjudication of such issue.
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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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Conshohocken, Commonwealth of Pennsylvania on
the 17th day of October, 2001.
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 Amendment
to 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 Executive October 17, 2001
---------------------------- Officer and a Director
Ronald J. Naples
* Vice President and October 17, 2001
---------------------------- Chief Financial Officer
Michael F. Barry
* Director October 17, 2001
----------------------------
Joseph B. Anderson, Jr.
Director October , 2001
---------------------------- --
Patricia C. Barron
* Director October 17, 2001
----------------------------
Peter A. Benoliel
* Director October 17, 2001
----------------------------
Donald R. Caldwell
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* Director October 17, 2001
----------------------------
Robert E. Chappell
* Director October 17, 2001
----------------------------
William R. Cook
Director October , 2001
---------------------------- --
Edwin J. Delattre
* Director October 17, 2001
----------------------------
Robert P. Hauptfuhrer
* Director October 17, 2001
----------------------------
Robert H. Rock
*By: /s/ RONALD J. NAPLES
----------------------------
Ronald J. Naples
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4 2000 Employee Stock Purchase Plan(1)
5.1 Opinion and Consent of Fox, Rothschild, O'Brien &
Frankel, LLP (2)
23.1 Consent of PricewaterhouseCoopers LLP (2)
23.2 Consent of Fox, Rothschild, O'Brien & Frankel, LLP (2)
24 Power of Attorney (2)
------------------
(1) Incorporated by reference to Exhibit B to the Definitive Proxy
Statement filed with the Commission on March 30, 2000 for the Registrant's
May 10, 2000 Annual Meeting of Shareholders.
(2) Previously filed with this registration statement.
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