AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
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:
Bradley S. Rodos, Esquire D. Jeffry Benoliel, Esquire
Fox, Rothschild, O'Brien & Frankel, LLP Secretary
2000 Market Street, 10th Floor Quaker Chemical Corporation
Philadelphia, Pennsylvania 19103 Conshohocken, Pennsylvania 19428
____________________________________
CALCULATION OF REGISTRATION FEE
|----------------------------------------------------------------------------------------------------|
| 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 (1) |
|----------------------------------------------------------------------------------------------------|
| |
| Common Stock, |
| $1.00 par value..... 500,000 shares(1) $17.81 $8,905,000 $2,351 |
|----------------------------------------------------------------------------------------------------|
(1) 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.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of the Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission").
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 Commission:
(1) Our Annual Report on Form 10-K for our year ended December 31,
1999;
(2) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since the end of the fiscal year covered by the document
referred to in (1) above.
In addition, we hereby incorporate by reference into this registration
statement all documents that we subsequently file with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then remaining
unsold. Each document that is so incorporated by reference shall be deemed
to be a part of this registration statement from the date of the filing of
such document with the Commission.
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
- -------------- -----------
4 2000 Employee Stock Purchase Plan (1)
5.1 Opinion of Fox, Rothschild, O'Brien &
Frankel, LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Fox, Rothschild, O'Brien &
Frankel, LLP (See Ex. 5.1)
24 Power of Attorney (filed with
signature pages)
- ------------------
(1) Incorporated by reference to Exhibit B to the Definitive Proxy
Statement filed with the Commission on March 30, 2000 for our May 10, 2000
Annual Meeting of Shareholders.
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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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Conshohocken, Commonwealth of
Pennsylvania on the 18th day of October, 2000.
QUAKER CHEMICAL CORPORATION
By: /s/ RONALD J. NAPLES
-----------------------------------
Ronald J. Naples
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald J. Naples and Michael F.
Barry, or each of them, as true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in
his or her name and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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 Executive October 18, 2000
- ---------------------------- Officer and a Director
Ronald J. Naples
/s/ MICHAEL F. BARRY Vice President and October 18, 2000
- ---------------------------- Chief Financial Officer
Michael F. Barry
/s/ JOSEPH B. ANDERSON, JR. Director October 18, 2000
- ----------------------------
Joseph B. Anderson, Jr.
Director October 18, 2000
- ----------------------------
Patricia C. Barron
/s/ PETER A. BENOLIEL Director October 18, 2000
- ----------------------------
Peter A. Benoliel
/s/ DONALD R. CALDWELL Director October 18, 2000
- ----------------------------
Donald R. Caldwell
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/s/ ROBERT E. CHAPPELL Director October 18, 2000
- ----------------------------
Robert E. Chappell
/s/ WILLIAM R. COOK Director October 18, 2000
- ----------------------------
William R. Cook
Director October 18, 2000
- ----------------------------
Edwin J. Delattre
/s/ ROBERT P. HAUPTFUHRER Director October 18, 2000
- ----------------------------
Robert P. Hauptfuhrer
/s/ ROBERT H. ROCK Director October 18, 2000
- ----------------------------
Robert H. Rock
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan Committee has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Conshohocken, Pennsylvania, on the 18th day of October, 2000.
QUAKER CHEMICAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ IRENE M. KISLEIKO
------------------------------------
Irene M. Kisleiko, Committee Chairperson
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4 2000 Employee Stock Purchase Plan(1)
5.1 Opinion and Consent of Fox, Rothschild, O'Brien &
Frankel, LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Fox, Rothschild, O'Brien & Frankel, LLP
(see Ex. 5.1)
24 Power of Attorney (filed with signature pages)
- ------------------
(1) Incorporated by reference to Exhibit B to the Definitive Proxy
Statement filed with the Commission on March 30, 2000 for our May 10, 2000
Annual Meeting of Shareholders.
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EXHIBIT 5.1
October 18, 2000
Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, Pennsylvania 19428
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), filed on this date
by Quaker Chemical Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission"), to which this opinion letter is
attached as an exhibit, for the registration of 500,000 shares of Quaker
Chemical Corporation Common Stock, $1.00 par value per share ("Common
Stock"), which have been reserved for issuance under the Quaker Chemical
Corporation 2000 Employee Stock Purchase Plan (the "Plan").
We have examined the original or a photostatic or certified copy of such
documents, records, and other information as we deemed relevant and
necessary as the basis for the opinion set forth below. In such
examination, we have assumed, the authenticity of each document submitted to
us as an original, the conformity to the original document of each document
submitted to us as a certified copy or photostatic copy, and the
authenticity of the original of each such latter document. In addition, we
have assumed, in rendering the opinion set forth below, that any stock
certificate evidencing any shares of the Company's Common Stock registered
by this Registration Statement, when issued under the Plan, will have been
duly executed on behalf of the Company and will have been countersigned by
the Company's transfer agent and registered by the Company's registrar prior
to its issuance.
On the basis of our examination mentioned above, subject to the
assumptions stated and relying on statements of fact contained in the
documents that we have examined, we are of the opinion that the shares of
Common Stock registered pursuant to the Registration Statement have been
duly and validly authorized and reserved for issuance and that upon the
issuance of such shares and payment therefore in accordance with the
provisions of the Plan, the shares of Common Stock will be validly issued,
fully paid and non-assessable.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose or furnished to, quoted to or
relied upon by any other person for any purpose without our prior written
consent. The opinions set forth above are rendered as of the date of this
letter. We assume no obligation to update or supplement any of these
opinions to reflect any changes of law or fact that may occur subsequent to
the date hereof.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ FOX, ROTHSCHILD, O'BRIEN & FRANKEL, LLP
-------------------------------------------
FOX, ROTHSCHILD, O'BRIEN & FRANKEL,
A Limited Liability Partnership
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 10, 2000 relating to the
consolidated financial statements, which appears in the 1999 Annual Report
to the Shareholders of Quaker Chemical Corporation, which is incorporated by
reference in Quaker Chemical Corporation's Annual Report on Form 10-K for
the year ended December 31, 1999.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
October 18, 2000
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