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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUAKER CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-0993790
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
ELM AND LEE STREETS
CONSHOHOCKEN, PENNSYLVANIA 19428
(Address of principal executive offices) (Zip Code)
QUAKER CHEMICAL CORPORATION 2001 LONG-TERM PERFORMANCE INCENTIVE PLAN
(Full title of the plan)
D. JEFFRY BENOLIEL, ESQUIRE
VICE PRESIDENT, CORPORATE SECRETARY
AND GENERAL COUNSEL
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)
Copy of all communications to:
HOWELL J. REEVES, ESQUIRE
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
1650 ARCH STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 977-2234
CALCULATION OF REGISTRATION FEE
======================= ====================== ======================= ======================== =================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered Registered offering price aggregate registration fee
per share (1) offering price (1)
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Common Stock, $1.00 1,000,000 Shares (2) $19.41 $19,410,000 $4,852.50
par value
(including associated
stock purchase rights)
======================= ====================== ======================= ======================== =================
(1) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee, based upon the average of the high and
low sales prices of shares of Common Stock on July 16, 2001, as reported on
the New York Stock Exchange Composite Tape.
(2) 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
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 2001 Long-Term
Performance Incentive 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.
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The following documents filed by Quaker Chemical Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
(c) The description of the Registrant's Common Stock, par value $1.00 per
share, set forth in the Registrant's registration statement on Form 8-A filed
with the Commission on August 2, 1996, and any amendments or reports filed for
the purpose of updating that description; and
(d) The description of the Registrant's stock purchase rights set forth
in the Registrant's registration statement on Form 8-A 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 the Registration Statement except as so
modified and any statement so superseded shall not be deemed to constitute a
part of this Registration Statement.
II-1
ITEM 4. DESCRIPTION OF SECURITIES.
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Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL"), contains provisions relating to the
indemnification of persons by a Pennsylvania business corporation, including
directors and officers of the corporation.
Sections 1741 and 1742 of the PBCL provide that a business corporation may
indemnify directors and officers against liabilities and expenses they may incur
as such provided that the particular person acted in good faith and in a manner
he or she 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 or her conduct was unlawful. In general, the power to
indemnify under these sections does not exist in the case of actions against a
director or officer by or in the right of the corporation if the person
otherwise entitled to indemnification shall have been adjudged to be liable to
the corporation unless and only to the extent it is judicially determined that,
despite the adjudication of liability but in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnification for
specified expenses. Section 1743 of the PBCL provides that the corporation is
required to indemnify directors and officers against expenses they may incur in
defending actions against them in such capacities if they are successful on the
merits or otherwise in the defense of such actions.
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 director or
officer is proper because the director or officer met the applicable standard of
conduct, and such determination shall 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 director or officer in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the PBCL 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
director or officer to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation.
Section 1746 of the PBCL grants a corporation broad authority to indemnify
its directors and officers for liabilities and expenses incurred in such
capacity, except in circumstances 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.
Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
representative of another corporation or other enterprise, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify the person against such liability under Subchapter D
of Chapter 17 of the PBCL. The Registrant currently maintains directors and
officers liability insurance on behalf of its directors and officers.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the PBCL to
successor corporations resulting from consolidation, merger or division.
Section 1750 provides that the indemnification and advancement of expenses
pursuant to Subchapter D of Chapter 17 of the PBCL shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director or officer of the corporation and shall inure to the benefit of
the heirs and personal representative of that person.
Section 7.1 of the Registrant's Bylaws contains provisions requiring the
Registrant to indemnify and hold harmless directors and officers to the fullest
extent and manner authorized or permitted by the laws of the Commonwealth of
Pennsylvania.
II-2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not Applicable
ITEM 8. EXHIBITS.
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Exhibit No. Description of Exhibit
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4 Quaker Chemical Corporation 2001 Long-Term Performance Incentive Plan
(Incorporated by reference to Exhibit D to the Registrant's definitive
proxy statement dated March 30, 2001, filed with the Commission April
2, 2001 on Schedule 14A).
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included as part
of Exhibit 5 hereto).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included as part of the signature page hereto).
ITEM 9. UNDERTAKINGS.
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The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) 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;
(3) 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 (a)(l)(i) and (a)(1)(ii) 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 the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
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(b) 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.
(c) 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.
(d) 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 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.
(e) 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, 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, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
SIGNATURES AND POWER OF ATTORNEY
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 this
18th day of July, 2001.
QUAKER CHEMICAL CORPORATION
By: /s/ Ronald J. Naples
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Ronald J. Naples
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald J. Naples and Michael F. Barry, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
NOTICE TO SIGNATORIES
The purpose of this Power of Attorney is to give Ronald J. Naples and
Michael F. Barry (each an "Agent" and together, the "Agents") the power to
execute certain documents related to this registration statement on your behalf.
This Power of Attorney does not impose a duty on the Agents to exercise
granted powers, but when powers are exercised, they must use due care to act for
your benefit and in accordance with this Power of Attorney.
Agents may exercise the powers given here for the period during which this
registration statement is effective, even after you become incapacitated, unless
you expressly limit the duration of these powers or you revoke these powers or a
court acting on your behalf terminates the Agents' authority. A court can take
away the powers of the Agents if it finds the Agents are not acting properly.
The powers and duties of an agent under a Power of Attorney are explained
more fully in 20 Pa. C.S. Ch. 56.
If there is anything about this form that you do not understand, you should
ask a lawyer of your own choosing to explain it to you.
By signing below, you are attesting that you have read or had explained to
you the above Notice and that you understand its contents.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Ronald J. Naples Chairman, Chief Executive July 18, 2001
----------------------------- Officer and Director
Ronald J. Naples
/s/ Michael F. Barry Vice President and Chief July 18, 2001
----------------------------- Financial Officer and Chief
Michael F. Barry Accounting Officer
/s/ Joseph B. Anderson, Jr. Director July 18, 2001
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Joseph B. Anderson, Jr.
/s/ Patricia C. Barron Director July 18, 2001
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Patricia C. Barron
Director , 2001
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Peter A. Benoliel
/s/ Donald R. Caldwell Director July 18, 2001
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Donald R. Caldwell
/s/ Robert E. Chappel Director July 18, 2001
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Robert E. Chappel
/s/ William R. Cook Director July 18, 2001
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William R. Cook
/s/ Edwin J. Delattre Director July 18, 2001
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Edwin J. Delattre
Director , 2001
-----------------------------
Robert P. Hauptfuhrer
/s/ Robert H. Rock Director July 18, 2001
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Robert H. Rock
The undersigned have read the above Power of Attorney and acknowledge that
each of them, respectively, is the person identified as the agent for the
principals listed above. The undersigned hereby acknowledge that in the absence
of a specific provision to the contrary in the Power of Attorney or in 20 Pa.
C.S. when they, respectively, act as agent, each of them:
(i) shall exercise the powers for the benefit of the principal;
(ii) shall exercise reasonable caution and prudence; and
(iii) shall keep a full and accurate record of all actions on behalf of the
principal.
/s/ Ronald J. Naples
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Ronald J. Naples
/s/ Michael F. Barry
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Michael F. Barry
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4 Quaker Chemical Corporation 2001 Long-Term Performance Incentive Plan
(Incorporated by reference to Exhibit D to the Registrant's definitive
proxy statement dated March 30, 2001, filed with the Commission April
2, 2001 on Schedule 14A).
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included as part
of Exhibit 5 hereto).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included as part of the signature page hereto).
EXHIBIT 5
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
1650 Arch Street
22nd Floor
Philadelphia, PA 19103-2097
T: 215 977-2000
F: 215 977-2334
www.wolfblock.com
July 10, 2001
Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, Pennsylvania 19428
Re: Quaker Chemical Corporation
Registration Statement on Form S-8 relating to the
Quaker Chemical Corporation 2001 Long-Term Performance Incentive Plan
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Ladies and Gentlemen:
We have acted as counsel to Quaker Chemical Corporation, a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to 1,000,000 shares of the Company's Common Stock,
$1.00 par value (the "Common Stock"), issuable under the Quaker Chemical
Corporation 2001 Long-Term Performance Incentive Plan (the "Plan"). In so
acting, we have examined such certificates, records, statutes and other
documents as we have deemed relevant in rendering this opinion.
As to matters of fact, we have relied on representations of officers of the
Company. In our examination, we have assumed the genuineness of documents
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies thereof.
The 1,000,000 shares to which the Registration Statement relates may be issued
from time to time on a delayed or continuous basis, and this opinion is limited
to the laws, including applicable rules and regulations, in effect on the date
hereof. We assume no obligation to update such opinion.
Based on the foregoing, it is our opinion that such of the 1,000,000 shares of
Common Stock covered by the Registration Statement as are issued by the Company
to participants under the Plan, when issued in accordance with the terms of the
Plan and, with respect to each award of such shares pursuant to the Plan, when
any restriction period applicable to the shares is completed and any performance
criteria imposed with respect to such shares are satisfied, will be validly
issued, fully paid and nonassessable shares of Common Stock.
The opinion set forth above is limited to Pennsylvania law.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 9, 2001,
relating to the consolidated financial statements, which appears in
Quaker Chemical Corporation's Annual Report on Form 10-K for the year
ended December 31, 2000.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
July 18, 2001