- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-K/A (Amendment No.1) (MarkOne) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |X| OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______ COMMISSION FILE NUMBER 1-13404 ---------- THE GENERAL CHEMICAL GROUP INC. (Exact name of Registrant as specified in its charter) ---------- Delaware 02-0423437 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Liberty Lane 03842 Hampton, New Hampshire (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (603) 929-2606 ---------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- ------------------- Common Stock, par value $.01 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| The aggregate market value of the voting stock held by nonaffiliates of the registrant as of March 1, 2001, was approximately $5,932,089. The number of outstanding shares of the Registrant's Common Stock and Class B Common Stock as of March 1, 2001 was 16,930,523 and 3,958,421, respectively. Documents Incorporated by Reference: The Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 16, 2001 is incorporated by reference into Part III. - -------------------------------------------------------------------------------- The sole purpose of this Amendment No.1 is to file the attached Exhibit 10.19, which was omitted with the filing of the registrant's Form 10-K as originally filed on March 28, 2001. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Hampton, State of New Hampshire on the 30th day of March 2001. THE GENERAL CHEMICAL GROUP INC. By: /s/ ROBERT J. GAGALIS -------------------------------- Robert J. Gagalis Vice President and Chief Financial Officer March 30, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Capacity Date - --------- -------- ---- /s/ PAUL M. MONTRONE Chairman of the Board and Director March 30, 2001 - ------------------------- (Paul M. Montrone) /s/ JOHN M. KEHOE, JR. President, Chief Executive Officer March 30, 2001 - ------------------------- (Principal Executive Officer) and (John M. Kehoe, Jr.) Director /s/ ROBERT J. GAGALIS Vice President and Chief Financial Officer March 30, 2001 - ------------------------- (Principal Financial and Accounting Officer) (Robert J. Gagalis) /s/ PAUL M. MEISTER Director March 30, 2001 - ------------------------- (Paul M. Meister) /s/ PHILIP E. BEEKMAN Director March 30, 2001 - ------------------------- (Philip E. Beekman) /s/ GERALD J. LEWIS Director March 30, 2001 - ------------------------- (Gerald J. Lewis) /s/ JOSEPH VOLPE Director March 30, 2001 - ------------------------- (Joseph Volpe) 3