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As filed with the Securities and Exchange Commission on September 28, 2001
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZEMEX CORPORATION
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(Exact name of registrant as specified in its charter)
CANADA NONE
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
CANADA TRUST TOWER, BCE PLACE
161 BAY STREET, SUITE 3750
TORONTO, ONTARIO, CANADA M5J 2S1
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(Address of principal executive offices)
ZEMEX CORPORATION
1999 STOCK OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
ALLEN J. PALMIERE
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND CORPORATE SECRETARY
CANADA TRUST TOWER, BCE PLACE
161 BAY STREET, SUITE 3750
TORONTO, ONTARIO, CANADA M5J 2S1
(416) 365-8080
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(Name, address and telephone number, including area code, of agent for service)
Copies to:
MR. JOHN LOWE
ALTHEIMER & GRAY
10 SOUTH WACKER DRIVE, SUITE 4000
CHICAGO, IL 60606-7482
(312) 715-4020
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering price maximum aggregate Amount of
to be registered registered (a) per share (b) offering price (b) registration fee (a)(b)
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Common Shares, without par
value 398,457 $6.35 $2,530,201.95 $632.55
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(a) Does not include 1,519,909 Common Shares previously registered by the
registrant on registration statements on Form S8 Registration Numbers 333-74803,
333-75371 and 333-44950 for which the registration fee was previously paid.
(b) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended, on the basis of
the average of the high and low prices per share of the Common Shares, without
par value, of Zemex Corporation, reported on the New York Stock Exchange on
September 24, 2001.
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EXPLANATORY NOTE
This registration statement relates to stock to be issued under the Zemex
Corporation 1999 Stock Option Plan, as amended to combine the 1995 Stock Option
Plan (the "95 Plan") into the 1999 Stock Option Plan (the "Option Plan") and
stock to be issued under the Zemex Corporation 1999 Employee Stock Purchase Plan
as amended (the "Purchase Plan"), of the same class of stock for which
registration statements have been filed on S-8, Registration Numbers 333-74803,
333-75371 and 333-44950 (the "Prior Registration Statements") and are effective.
This Registration Statement is filed solely to increase the number of shares of
Common Stock authorized under the Option Plan from 1,301,543 shares to 1,500,000
shares and to increase the number of shares of Common Stock authorized under the
Purchase Plan from 218,366 to 418,366 shares. The contents of the Prior
Registration Statements, including all exhibits thereto, are hereby incorporated
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INCORPORATION OF DOCUMENT BY REFERENCE
The Registrant hereby states that the following documents filed with
the Securities and Exchange Commission (the "Commission") are herby incorporated
in this Registration Statement by reference as of their date of filing with the
Commission:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Commission on March 27,
2001;
(b) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 2000, March 31, 2001 and June 30,
2001;
(c) the Registrant's Current Reports on Form 8-K filed on November
27, 2000, January 26, 2001 and February 26, 2001;
(d) the Registrant's definitive Proxy Statement filed on April 20,
2001;
(e) the description of the Registrant's common shares set forth in
the Registration Statement on Form S-4, as amended, which was
declared effective on December 10, 1998 (No. 333-65307) for
Zemex Canada Corporation (the former name of the Registrant);
(f) all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 subsequent to the date of this
Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement
indicating that all securities offered under the Registration
Statement have been sold, or deregistering all securities then
remaining unsold.
Any statement contained herein or 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 in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
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ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Registrant's shares to be issued under the Option Plan and
the Purchase Plan will be passed upon for the Registrant by Lorna D.
MacGillivray, Solicitor and Assistant Secretary of the Registrant. Ms.
MacGillivray provides legal services to the Registrant on a part time basis and
participates in the Registrant's Option Plan. Ms. MacGillivray currently holds
options to acquire 10,000 Common Shares of the Registrant.
ITEM 8 EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Lorna D. MacGillivray*
23.1 Consent of Lorna D. MacGillivray (contained in
Exhibit 5.1)*
23.2 Consent of Deloitte & Touche LLP, Independent Auditors*
24 Power of Attorney (contained on the Signature Pages)*
99.1 Zemex Corporation 1999 Stock Option Plan, as amended
(original Plan incorporated by reference from Zemex
Corporation's Definitive Proxy Statement filed on March
25, 1999; amendment no. 1 to the Option Plan filed as
exhibit 10.1 to the Registration Statements on Form S-8
Registration Number 333-44950 filed on August 31, 2000 and
amendment no. 2 to the Option Plan filed herewith)
99.2 Zemex Corporation 1999 Employee Stock Purchase Plan, as
amended (original Plan incorporated by reference from
Zemex Corporation's Definitive Proxy Statement filed on
March 25, 1999; amendment to the Purchase Plan filed
herewith)
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, the Corporation
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 Toronto, the Province of Ontario, on September 27,
2001.
Zemex Corporation
BY: /s/ Allen J. Palmiere
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Allen J. Palmiere
Vice President, Chief Financial Officer
and Corporate Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints jointly and severally Richard L. Lister or Allen J.
Palmiere, or either of them, with full power to act alone, his true and lawful
attorneys-in-fact, with full power of substitution, and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign this
Registration Statement on Form S-8 relating to the registration under the U.S.
Securities Act of 1933, as amended (the "Act") of common shares of the
Corporation (the "Registration Statement"), and any and all amendments
(including post-effective amendments) to the Registration Statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the Act,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact full power and authority to do and perform each and every
act and thing requisite and necessary to be done 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 or either of them may lawfully do or cause to be
done by virtue hereof.
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Pursuant to the requirements of the Act, this Registration Statement has been
signed on September 27, 2001 by the following persons in the capacities
indicated.
SIGNATURE: TITLE:
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/s/ Peter Lawson-Johnston Chairman of the Board
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Peter Lawson-Johnston
/s/ Richard L. Lister President, Chief Executive Officer
-------------------------------- and Director
Richard L. Lister (Principal Executive Officer)
/s/ Paul A. Carroll Director
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Paul A. Carroll
/s/ Morton A. Cohen Director
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Morton A. Cohen
/s/John M. Donovan Director
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John M. Donovan
/s/ R. Peter Gillin Director
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R. Peter Gillin
/s/ Garth A.C. MacRae Director
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Garth A.C. MacRae
/s/ William J. vanden Heuvel Director
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William J. vanden Heuvel
/s/ Allen J. Palmiere Vice President, Chief Financial Officer
-------------------------------- and Corporate Secretary
Allen J. Palmiere (Principal Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Lorna D. MacGillivray*
23.1 Consent of Lorna D. MacGillivray (contained in Exhibit 5.1)*
23.2 Consent of Deloitte & Touche LLP, Independent Auditors*
24 Power of Attorney (contained on the Signature Pages)*
99.1 Zemex Corporation 1999 Stock Option Plan, as amended (original Plan
incorporated by reference from Zemex Corporation's Definitive Proxy
Statement filed on March 25, 1999; amendment no. 1 to the Option Plan
filed as exhibits 10.1 to the Registration Statements on Form S-8
Registration Number 333-44950 filed on August 31, 2000 and amendment
no. 2 to the Option Plan filed herewith)
99.2 Zemex Corporation 1999 Employee Stock Purchase Plan, as amended
(original Plan incorporated by reference from Zemex Corporation's
Definitive Proxy Statement filed on March 25, 1999; amendment to the
Purchase Plan filed herewith)
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* Filed herewith.
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