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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1995
REGISTRATION NO. 2-57924
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 14
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
QUAKER CHEMICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
PENNSYLVANIA 23-0993790
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ELM AND LEE STREETS, CONSHOHOCKEN, PENNSYLVANIA 19428
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
QUAKER CHEMICAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
PETER A. BENOLIEL
CHAIRMAN OF THE BOARD
QUAKER CHEMICAL CORPORATION
ELM AND LEE STREETS
CONSHOHOCKEN, PENNSYLVANIA 19428
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(610) 832-4000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
Ramon R. Obod, Esquire Karl H. Spaeth
Fox, Rothschild, O'Brien & Frankel Vice President & Secretary
2000 Market Street, 10th Floor Quaker Chemical Corporation
Philadelphia, Pennsylvania 19103 Conshohocken, PA 19428
=============================================================================
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 traded on the NASDAQ
National Market. On October 25, 1995, the last reported sale price for
the Common Stock on the NASDAQ National Market was $15.75 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 27, 1995.
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 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 Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60601.
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 on
page 1 of the Company's Registration Statement on Form 8-A, dated April
27, 1973, is hereby incorporated in this Prospectus by reference.
The first annual offering under the Plan commenced on January 1,
1982, followed by subsequent annual offerings commencing on January 1 in
each year thereafter. The period commencing on January 1 of each year
and ending on the following December 31 constitutes a "Plan Year."
During each of the Plan Years commencing with 1982 through 1995, 75,000
shares of Common Stock were offered; during the 1996 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, 1995, 401,999 shares of Common Stock
have been purchased under the Plan, leaving 198,001 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
3
the Plan the employee would own shares and/or hold outstanding
options to purchase shares possessing 5% or more 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 25, 1995, 132 of the approximately 851 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, 1996 is approximately 847.
PARTICIPATION. An eligible employee may become a participant in an
annual offering either by submitting at any time from the date of this
Prospectus through the Plan Year, a Withholding Purchase Agreement which
authorizes payroll deductions in an amount not less than $5.00 per pay
period for hourly employees or $10.00 per pay period for salaried
employees, or by electing to participate by making a monthly lump sum
payment of not more than $1,500 or less than $250 by submitting a
Prepayment Purchase Agreement.
An employee may not amend a previously filed Withholding Purchase
Agreement but may discontinue participation in the Plan at any time.
See "Withdrawal from the Plan."
All payments made by an employee under the Plan will be credited to
the employee's account and will be placed in the general funds of the
Company and may be used by the Company for any corporate purpose pending
purchase of shares. See "Use of Funds."
An employee's rights under the Plan may not be assigned,
transferred, pledged or otherwise disposed of by an employee and are
exercisable only by the employee during his or her lifetime.
PURCHASE OF SHARES. The price to be paid by employees for shares
will be 85% of the market price of the Common Stock on the last day of
each calendar month in the Plan Year on which the organized securities
trading markets are open for business (the "Investment Date"). On each
Investment Date, each employee will be deemed to have purchased as many
full shares of Common Stock as the amount in his or her account is
sufficient to pay for at that price. In the event that on any
Investment Date fewer shares remain available for purchase than the
aggregate funds in all employees' accounts can purchase, a pro rata
portion of the available shares will be purchased for the account of
each employee. Shares not purchased during a Plan Year may be offered
in future Plan Years.
At the end of each Plan Year, the Company will distribute to each
employee a certificate representing the number of shares of Common Stock
purchased for his or her account during the Plan Year and any funds
remaining in the employee's account which were not used to purchase
shares.
Any employee may, by written notice to the Plan Committee, at any
time during a Plan Year withdraw shares purchased for his or her
account, 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 traded on the NASDAQ National Market.
The following table sets forth for the calendar quarters shown the range
of quotations for the Common Stock on the NASDAQ National Market. On
October 25, 1995, the last reported sale price of the Common Stock on
the NASDAQ National Market was $15.75 per share.
1992 LOW HIGH
---- --- ----
First Quarter......................... 18-3/4 22-1/4
Second Quarter........................ 21 26
Third Quarter......................... 19-1/2 24-3/4
Fourth Quarter........................ 19-3/4 23-1/2
1993
----
First Quarter......................... 20-3/4 24-1/2
Second Quarter........................ 17-3/4 23
Third Quarter......................... 16-1/2 20
Fourth Quarter........................ 14-1/4 18-1/4
1994
----
First Quarter......................... 14-3/4 19-1/2
Second Quarter........................ 16 18-3/4
Third Quarter......................... 17-1/4 18-3/4
Fourth Quarter ....................... 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 (through October 25)... 15-3/4 18-1/2
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 Committee (each of whose
business address is c/o Quaker Chemical Corporation, Elm and Lee
Streets, Conshohocken, Pennsylvania 19428) are Robert E. Berry
(Chairman), Director -- Corporate Taxes, Richard J. Fagan, Corporate
Controller and Acting Treasurer, Clifford E. Montgomery, Vice President
- -- Human Resources, Kevin M. Jarrett, Manager -- Employee Benefits, D.
Jeffry Benoliel, Manager -- Corporate Legal Affairs, and Irene M.
Kisleiko, Assistant Corporate Secretary. 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.
TAX ASPECTS
FEDERAL. The following discussion of the tax aspects of the Plan is
addressed only to those employees of the Company and its subsidiaries
subject to Federal and Pennsylvania income tax. The discussion does not
purport to cover the tax aspects of the Plan for employees subject to
taxation in other states or foreign countries. Each employee,
particularly an employee of a foreign subsidiary of the Company, should
contact his or her personal tax advisor for further information with
respect to the tax consequences applicable to such employee.
Under the provisions of the Internal Revenue Code, no income will be
realized by an employee for Federal income tax purposes upon his or her
election to participate in the Plan or upon the purchase of shares under
the Plan. However, as discussed in greater detail below, an employee
may recognize taxable income if he or she disposes of the shares
purchased pursuant to the Plan or if he or she dies while owning shares
so purchased. The character of any such income will vary, depending, in
part, on whether the disposition occurs before or after the expiration
of the applicable holding period. For this purpose, the applicable
holding period is two years from the date the shares were purchased by
the employee under the Plan.
A disposition of shares prior to the expiration of the holding
period (a "disqualifying disposition") will cause the recognition of
ordinary income by the employee (includable in gross income as
compensation) in the year of disposition equal to the amount by which
the fair market value of the shares at the time the shares were
purchased exceeded the purchase price. Provided that the shares are
capital assets in the hands of the employee, if the price at which they
are sold exceeds their adjusted cost basis (as defined below), the
excess will be capital gain, and, if the
6
price is less than their adjusted cost basis, the excess of the
adjusted cost basis over the price will be a capital loss. This capital
gain or loss will constitute long-term capital gain or loss if the
shares have been held for more than one year at the time of disposition
and short-term capital gain or loss if the shares have been held for one
year or less at such time.
Upon a disposition of shares by an employee after the expiration of
the applicable holding period, or upon the death of the employee while
holding shares acquired under the Plan (whether death occurs before or
after the expiration of the applicable holding period), the employee
will recognize ordinary income (includable in gross income as
compensation) to the extent of the lesser of (a) the amount by which the
fair market value of the shares at the time of disposition or death
exceeds the purchase price paid for the shares by the employee, or (b)
the amount by which the fair market value of the shares at the time the
shares were purchased exceeded the purchase price. Provided that the
shares are capital assets in the hands of the employee, if the price at
which they are sold, in the case of a disposition, exceeds their
adjusted cost basis (as defined below), the excess will be capital gain,
and, if the price is less than their adjusted cost basis, the excess of
the adjusted cost basis over the price will be a capital loss. This
capital gain or loss will constitute long-term capital gain or loss if
the shares have been held for more than one year at the time of
disposition and short-term capital gain or loss if the shares have been
held for one year or less at such time.
The adjusted cost basis of the shares in the employee's hands at the
time of a disposition by him or her will consist of the price paid by
the employee for the shares, increased by the amount (if any) included
in the employee's gross income as compensation as a result of the
disposition of the shares.
Currently, the maximum Federal income tax rate applicable to
long-term capital gains is 28%, whereas, the maximum Federal income tax
rate for ordinary income is 36% (39.6% in certain cases, e.g., for
unmarried individuals and individuals filing joint returns having
taxable income over $250,000). In addition to this difference in rates,
the distinction between capital gains and losses and ordinary income is
relevant for other reasons, including the fact that capital losses are
only deductible against capital gains and a limited amount ($3,000 per
year) of ordinary income.
PENNSYLVANIA. The Commonwealth of Pennsylvania contends that, for
purposes of the Pennsylvania Personal Income Tax, an employee who is
subject to that tax will realize taxable income in the year the shares
are purchased for his or her account to the extent of the difference
between the price paid by the employee and the fair market value of the
shares purchased at the date of purchase.
The foregoing discussion of Federal and Pennsylvania tax aspects of
the Plan is based on the current state of the law and is addressed only
to employees who purchase shares under the Plan from the date hereof
through the 1996 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, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995, respectively;
(c) The Company's Proxy Statement dated March 31, 1995;
(d) The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A dated April 27, 1973
and any amendments or reports filed for the purpose of updating such
description.
All reports and other documents filed by the Company pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such reports and
documents.
Copies of the documents incorporated by reference herein, except for
the exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the documents which this Prospectus
incorporates), and copies of any other documents to which an employee is
entitled as described in this Prospectus, are available to any employee
receiving a copy of this Prospectus upon written or oral request. Such
request should be directed to the 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 by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office. Sections 1728 (relating to interested directors or
officers; quorum) and, 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, 1994.
24 Power of Attorney*
- -----------------
*Previously filed as an exhibit to this Registration Statement.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii) above, do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The 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,
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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 October 25, 1995.
QUAKER CHEMICAL CORPORATION
By: /s/ PETER A. BENOLIEL
----------------------------------------
Peter A. Benoliel, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PETER A. BENOLIEL Chairman of the Board October 25, 1995
- ----------------------------
Peter A. Benoliel
/s/ RONALD J. NAPLES President, Chief Executive October 25, 1995
- ---------------------------- Officer and Director
Ronald J. Naples (Principal Executive Officer)
/s/ RICHARD J. FAGAN Corporate Controller and October 25, 1995
- ---------------------------- Acting Treasurer (Principal
Richard J. Fagan Financial and Accounting
Officer)
/s/ JOSEPH B. ANDERSON, JR. Director October 25, 1995
- ----------------------------
Joseph B. Anderson, Jr.
Director October , 1995
- ----------------------------
Patricia C. Barron
/s/ WILLIAM L. BATCHELOR Director October 25, 1995
- ----------------------------
William L. Batchelor
/s/ LENNOX K. BLACK Director October 25, 1995
- ----------------------------
Lennox K. Black
/s/ EDWIN J. DELATTRE Director October 25, 1995
- ----------------------------
Edwin J. Delattre
/s/ FRANCIS J. DUNLEAVY Director October 25, 1995
- ----------------------------
Francis J. Dunleavy
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/s/ ROBERT P. HAUPTFUHRER Director October 25, 1995
- ----------------------------
Robert P. Hauptfuhrer
/s/ FREDERICK HELDRING Director October 25, 1995
- ----------------------------
Frederick Heldring
/s/ ALEX SATINSKY Director October 25, 1995
- ----------------------------
Alex Satinsky
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 25th day of October, 1995.
QUAKER CHEMICAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ ROBERT E. BERRY
--------------------------------
Robert E. Berry
Chairman, Employee Stock Purchase Plan
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