As filed with the Securities and Exchange Commission on January 4, 1999
REGISTRATION STATEMENT 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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THE GENERAL CHEMICAL GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 02-0423437
(State of Incorporation) (I.R.S. Employer Identification Number)
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
(Address, including zip code, of Principal Executive Offices)
THE GENERAL CHEMICAL GROUP INC. SAVINGS PLAN
(Full Title of the Plan)
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RICHARD R. RUSSELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
THE GENERAL CHEMICAL GROUP INC.
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
(603) 929-2606
(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)
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With copies to:
Raymond C. Zemlin, P.C.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be (1) Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (2) Offering Price Per Share Aggregate Offering Price Registration Fee
============================= ======================= ========================= ========================= ==================
Common Stock, par value 300,000 $13.313(3) $3,993,900 $1,111.00
$.01 per share
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(1) In addition, pursuant to rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Plus such additional number of shares as may be required pursuant to the
Registrant's Savings Plan in the event of a stock dividend, reverse stock
split, split-up, recapitalization or other similar event.
(3) This estimate is based on the average of the high and low sales prices of
the common stock of The General Chemical Group Inc., par value $.01 per
share, as reported on the New York Stock Exchange on December 30, 1998,
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended (the "Securities Act"), solely for purposes of determining the
registration fee.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by The General Chemical Group Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference as of their respective dates:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1998, June 30 1998, and September 30, 1998; and
(c) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on
October 14, 1994, as amended, under Section 12 of the Exchange Act and
any amendments or reports filed for the purpose of updating such
description.
In addition, all documents subsequently filed with the Commission by the
Company 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 offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed incorporated
by reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware (the "GCLD") empowers a corporation 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, suit 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 or she is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, 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 or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner that he or she 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 no reasonable cause to believe his or
her conduct was unlawful. Under subsection (a) the termination of any action,
suit or proceeding by judgment, order, settlement, 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 which he or she
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 or her conduct was unlawful.
Subsection (b) of Section 145 of the GCLD empowers a corporation 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 suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she 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 except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been found to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
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 such expenses which the Court of Chancery or such other court
shall deem proper.
Subsection (d) of Section 145 of the GCLD permits indemnification
under subsections (a) and (b) of Section 145 only if authorized in the specific
case following a determination that the individual seeking indemnification has
met the standard of conduct required by the applicable subsection. Such
determination shall be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.
2
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith; that indemnification provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; that indemnification provided for by
Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators; and that the corporation has the power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her 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 him or her against such
liabilities under Section 145.
The Amended and Restated By-laws of the Company (the "By-laws") provide
that directors and officers of the Company shall be, and at the discretion of
the Board of Directors non-officer employees may be, indemnified by the Company
to the fullest extent authorized by GCLD, as it now exists or may in the future
be amended, against all expenses and liabilities reasonably incurred in
connection with service for or on behalf of the Company and further permits the
advancing of expenses incurred in defending claims. The By-laws of the Company
also provide that the right of directors and officers to indemnification shall
be a contract right and shall not be exclusive of any other right now possessed
or hereafter acquired under any By-law, agreement, vote of stockholders or
otherwise.
Section 102(b)(7) of the GCLD provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the GCLD, or (iv) for any transaction from
which the director derived an improper personal benefit.
The Amended and Restated Certificate of Incorporation of the Company
contains a provision that generally eliminates the personal liability of
directors for monetary damages for breaches of their fiduciary duty, including
breaches involving negligence or gross negligence in business combinations,
unless the director has breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or a knowing a violation of law, paid a
dividend or approved a stock repurchase in violation of the GCLD or obtained an
improper personal benefit.
The Company has directors and officers liability insurance for the benefit
of its directors and officers.
Item 8. Exhibits.
(a) The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement:
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
(b) The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
(a) 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;
(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. Notwithstanding the foregoing, any increase or
decease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
3
registered) and any deviation from the low or high and 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 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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 (a)(1)(i) and (a)(1)(ii) herein do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the undersigned registrant 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, 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) 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 Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
(c) 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 Commission such indemnification is against public
policy as expressed in the Securities 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Town of Hampton, New Hampshire on this 30th day of November,
1998.
The General Chemical Group Inc.
By: /s/ Richard R. Russell
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Richard R. Russell President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below does hereby make, constitute and
appoint Richard R. Russell, Ralph M. Passino and Todd M. DuChene and each of
them, with full power to act without the others, his true and lawful
attorney-in-fact and agent, in his name, place and stead to execute on his
behalf, as a director and/or officer of The General Chemical Group, Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's common
stock, par value $.01 per share, in connection with The General Chemical Group
Inc. Savings Plan, and any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), and any and all other
instruments which either of said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the Securities Act, the rules,
regulations and requirements of the Commission in respect thereof, and the
securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as he
might or could do if personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that his
said attorneys-in-fact and agents or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURE CAPACITY DATE
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/s/ Paul M. Montrone Chairman of the Board of Directors January 4, 1999
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Paul M. Montrone
/s/ Paul M. Meister Director January 4, 1999
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Paul M. Meister
/s/ Richard R. Russell President, Chief Executive Officer, January 4, 1999
- ----------------------------- and Director
Richard R. Russell
/s/ Ralph M. Passino Vice President and Chief Financial Officer January 4, 1999
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Ralph M. Passino
/s/ Philip E. Beekman Director January 4, 1999
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Philip E. Beekman
/s/ John W. Gildea Director January 4, 1999
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John W. Gildea
/s/ Gerald J. Lewis Director January 4, 1999
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Gerald J. Lewis
/s/ Scott M. Sperling Director January 4, 1999
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Scott M. Sperling
5
/s/ Ira Stepanian Director January 4, 1999
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Ira Stepanian
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- -----
23.2 Consent of Deloitte & Touche LLP. 7
24.1 Power of Attorney (included on the signature page of this Registration Statement). 5
6