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As filed with the Securities and Exchange Commission on February 1, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
CORN PRODUCTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3514823
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6500 SOUTH ARCHER ROAD 60501
BEDFORD PARK, ILLINOIS (Zip Code)
(Address of principal executive offices)
CORN PRODUCTS INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN AND
CORN PRODUCTS INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES
(Full title of the plans)
MARCIA E. DOANE
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
CORN PRODUCTS INTERNATIONAL, INC.
6500 SOUTH ARCHER ROAD
BEDFORD PARK, ILLINOIS 60501
(708) 563-2400
(Name, address, and telephone number,
including area code, of agent for service)
with a copy to:
James L. Carey
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Amount Proposed Proposed
Securities to be to be maximum maximum Amount of
registered registered offering aggregate registration fee
price per share offering price
- ---------------------- ----------------------- ------------------------- ----------------------- ------------------
Common Stock, 400,000 shares(1) $26.21875(2) $10,487,500 (2) $2,915.53
$.01 par value(3)
====================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
(2) Estimated pursuant to Rule 457(h)(1) solely for the purpose of
calculating the registration fee. Estimate based on the average of the
high and low share prices reported on the New York Stock Exchange for
January 27, 1999.
(3) Includes 400,000 associated rights ("Rights") to purchase 1/100 of a
share of Series A Junior Participating Preferred Stock, par value $.01
per share. Rights initially are attached to and trade with the shares
of Common Stock being registered hereby. Value attributable to such
Rights, if any, is reflected in the market price of the Common Stock.
===============================================================================
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Corn Products International, Inc. (the
"Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997 filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 June 30, 1998 and September 30, 1998;
(c) The Company's Current Reports on Form 8-K filed with the
Commission on May 13, 1998, September 17, 1998, October 21, 1998 and
December 16, 1998;
(d) The description of the common stock, par value $.01 per share, of
the Company which is contained in the Company's report on Form 8-A, dated
December 17, 1997;
(e) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1997; and
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement 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 into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
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ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Company are entitled, under certain circumstances, to
be indemnified against all expenses and liabilities (including attorneys' fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that 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, they
are fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct.
Article VII of the Company's Amended By-Laws entitles officers,
directors and controlling persons of the Company to indemnification to the full
extent permitted by Section 145 of DGCL, as the same may be supplemented or
amended from time to time.
Article VII of the Bylaws of Corn Products International, Inc.
provides:
"Indemnification"
Section 1. Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereafter a
"proceeding"), by reason of the fact that he, or a person for whom he is
the legal representative, is or was a director, officer or employee of the
Company or is or was serving at the request of the Company as a director,
officer or employee of another corporation, partnership, joint venture,
trust or other enterprise, including service with respect to employee
benefit plans, shall be indemnified by the Company to the fullest extent
permitted by the Delaware General Corporation Law, as the same exists or
may hereafter be amended, against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes, penalties
and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection with such service; provided, however,
that the Company shall indemnify any such person seeking indemnification in
connection with a proceeding initiated by him only if such proceeding was
authorized by the Board of Directors, either generally or in the specific
instance. The right to indemnification shall include the advancement of
expenses incurred in defending any such proceeding in advance of its final
disposition in accordance with procedures established from time to time by
the Board of Directors; provided, however, that, if the Delaware General
Corporation Law so requires, the director, officer or employee shall
deliver to the Company an undertaking to repay all amounts so advanced if
it shall ultimately be determined that he is not entitled to be indemnified
under this Article or otherwise.
Section 2. The rights of indemnification provided in this Article
shall be in addition to any rights to which any person may otherwise be
entitled by law or under any By-law, agreement, vote of stockholders or
disinterested directors, or otherwise. Such rights shall continue as to any
person who has ceased to be a director, officer or employee and shall inure
to the benefit of his heirs, executors and administrators, and shall be
applicable to proceedings commenced after the adoption hereof, whether
arising from acts or omissions occurring before or after the adoption
hereof.
Section 3. The Company may purchase and maintain insurance to protect
any person against any liability or expense asserted against or incurred by
such person in connection with any proceeding, whether or not the Company
would have the power to indemnify such person against such liability or
expense by law or under this Article or otherwise. The Company may create a
trust fund, grant a security interest or use other means
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(including, without limitation, a letter of credit) to insure the payment
of such sums as may become necessary to effect indemnification as provided
herein."
The Company has entered into separate indemnification agreements with
directors and officers of the Company, pursuant to which the Company will
indemnify such directors and officers to the fullest extent permitted by
Delaware law and the Company's Amended By-laws, as the same may be amended
from time to time.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the
Company has been informed 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.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
- ------- -----------
4(a) Certificate of Incorporation of the Company, as
amended (incorporated by reference to the Company's
Registration Statement on Form 10, as amended (File
No. 1-13397)).
4(b) Amended By-laws of the Company (incorporated by
reference to the Company's Registration Statement on
Form 10, as amended (File No. 1-13397)).
4(c) Rights Agreement, dated as of November 19, 1997,
between the Company and First Chicago Trust Company
of New York, as Rights Agent (incorporated by
reference to the Company's Registration Statement on
Form 8-A (File No. 1-13397)).
4(d) Corn Products International, Inc. Retirement Savings
Plan (incorporated by reference to the Company's
Registration Statement on Form S-8 filed with the
Commission on December 30, 1987 (File No. 333-43479).
* 4(e) Amendments to Corn Products International, Inc.
Retirement Savings Plan.
* 4(f) Corn Products International, Inc. Retirement Savings
Plan for Hourly Employees.
*23(a) Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney (contained on signature page hereto).
- ------------------------
*Filed herewith
ITEM 9. UNDERTAKINGS
(a) The 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 this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
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(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) do not apply if this
Registration Statement is on Form S-3 or Form S-8 or Form F-3, and 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 Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for 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 remained 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 Section
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 this 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 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 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes to comply in
a timely manner with any changes to the Corn Products International, Inc.
Retirement Savings Plan and the Corn Products International, Inc. Retirement
Savings Plan for Hourly Employees required by the Internal Revenue Service (the
"IRS") in order to obtain a favorable determination letter from the IRS in a
timely manner.
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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 registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bedford Park, State of Illinois on
this 20th day of January, 1999.
CORN PRODUCTS INTERNATIONAL, INC.
By: /s/ Konrad SCHLATTER
------------------------------
Konrad Schlatter
Chief Executive Officer
Each of the undersigned officers and directors of the
Registrant hereby severally constitutes and appoints Marcia E. Doane and James
W. Ripley, and each of them, their true and lawful attorneys-in-fact for the
undersigned, in any and all capacities, with full power of substitution, to sign
any and all amendments to this Registration Statement (including post-effective
amendments), and to file the same with exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each said
attorneys-in-fact 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 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 indicated on the date indicated
SIGNATURE TITLE(S) DATE SIGNED
--------- -------- -----------
/s/ Konrad Schlatter Chairman, Chief Executive Officer January 20, 1999
- ------------------------------- and Director
Konrad Schlatter
/s/ Samuel C. Scott President, Chief Operating Officer January 20, 1999
- ------------------------------- and Director
Samuel C. Scott
/s/ James W. Ripley Vice President - Finance and January 20, 1999
- ------------------------------- Chief Financial Officer
James W. Ripley (principal financial and accounting
officer)
/s/ Ignacio Aranguren-Castiello Director January 20, 1999
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Ignacio Aranguren-Castiello
/s/ Alfred C. DeCrane, Jr. Director January 20, 1999
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Alfred C. DeCrane, Jr.
/s/ William C. Ferguson Director January 20, 1999
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William C. Ferguson
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SIGNATURE TITLE(S) DATE SIGNED
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/s/ Richard G. Holder Director January 20, 1999
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Richard G. Holder
/s/ Bernard H. Kastory Director January 20, 1999
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Bernard H. Kastory
/s/ William S. Norman Director January 20, 1999
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William S. Norman
/s/ Clifford B. Storms Director January 20, 1999
- -------------------------------
Clifford B. Storms
/s/ Guenter E. Greiner Director January 20, 1999
- -------------------------------
Guenter E. Greiner
/s/ Ronald M. Gross Director January 20, 1999
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Ronald M. Gross
The Corn Products International, Inc. Retirement Savings Plan. Pursuant to the
requirement of the Securities Act of 1933, as amended, the Plan administrator
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bedford Park and the
State of Illinois, on this 29th day of January, 1999.
CORN PRODUCTS INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
By: /s/ John Surowiec
-----------------------------------------
Name: John Surowiec
Title: Plan Administrator
The Corn Products International, Inc. Retirement Savings Plan for Hourly
Employees. Pursuant to the requirement of the Securities Act of 1933, as
amended, the Plan administrator has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Bedford Park and the State of Illinois, on this 29th day of January,
1999.
CORN PRODUCTS INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES
By: /s/ John Surowiec
-----------------------------------------
Name: John Surowiec
Title: Plan Administrator
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
4(a) Certificate of Incorporation of the Company, as
amended (incorporated by reference to the Company's
Registration Statement on Form 10, as amended (File
No. 1-13397)).
4(b) Amended By-laws of the Company (incorporated by
reference to the Company's Registration Statement on
Form 10, as amended (File No. 1-13397)).
4(c) Rights Agreement, dated as of November 19, 1997,
between the Company and First Chicago Trust Company
of New York, as Rights Agent (incorporated by
reference to the Company's Registration Statement on
Form 8-A (File No. 1-13397)).
4(d) Corn Products International, Inc. Retirement Savings
Plan (incorporated by reference to the Company's
Registration Statement on Form S-8 filed with the
Commission on December 30, 1987 (File No. 333-43479).
* 4(e) Amendments to Corn Products International, Inc.
Retirement Savings Plan.
* 4(f) Corn Products International, Inc. Retirement Savings
Plan for Hourly Employees.
* 23(a) Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney (contained on signature page hereto).
- ------------------------
*Filed herewith
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