As filed with the Securities and Exchange Commission on May 9, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
QUAKER CHEMICAL CORPORATION
(Exact name of issuer as specified in its charter)
Pennsylvania 23-0993790
- ------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
QUAKER CHEMICAL CORPORATION
Elm and Lee Streets
Conshohocken, PA 19428
(610) 832-4000
-------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
QUAKER CHEMICAL CORPORATION DIRECTOR STOCK OWNERSHIP PLAN
---------------------------------------------------------
(Full title of the plan)
Karl H. Spaeth, Esquire
Corporate Secretary
Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, PA 19428
(610) 832-4000
---------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Ramon R. Obod, Esquire
Fox, Rothschild, O'Brien & Frankel, LLP
2000 Market Street
10th Floor
Philadelphia, PA 19103
CALCULATION OF REGISTRATION FEE
| | Proposed | Proposed |
Title of | | Maximum | Maximum |
securities | Amount | offering | aggregate | Amount of
to be | to be | price per | offering | registration
registered | registered | share | price | fee
- --------------|---------------|--------------|--------------|-------------
Common | | | |
Stock | 50,000 | | |
$1 par value | shares | $16.75 (1) | $837,500 | $254
(1) Estimated solely for the purpose of calculating the registration
fee. The proposed maximum aggregate offering price has been computed in
accordance with Rule 457(c) based on the average of the high and low
prices of the Common Stock on the New York Stock Exchange on May 7, 1997.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Company's annual report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) The description of the Company's Common Stock contained in
its Registration Statement on Form 8-A filed with the SEC on
August 2, 1996.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, 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 herein and to be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference 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, or is deemed to
be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741 through 1750 of Subchapter D of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as amended, (the "PBCL")
contain, among other things, provisions for mandatory and discretionary
indemnification of a corporation's directors, officers, and other
personnel.
Under Section 1741, unless otherwise limited by its by-laws, a
corporation has the power to indemnify directors and officers under
certain prescribed circumstances against expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with a threatened, pending, or
completed action or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the
corporation) to which any of them is a party or threatened to be made a
party by reason of his being a representative, director, or officer of
the corporation or serving at the request of the corporation as a
representative of another domestic or foreign corporate for profit or
not-for-profit, partnership, joint venture, trust, or other enterprise
if he acted in good faith and in a manner he 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 conduct was unlawful. The termination of any action or proceeding
by judgment, order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent does not of itself create a presumption
that the person did not act in good faith and in a manner that he
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 conduct was unlawful. The termination
of any action or proceeding by judgment, order, settlement, or
conviction or upon a plea of nolo contendere or its equivalent does not
of itself create a presumption that the person did not act in good faith
and in a manner that he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was
unlawful.
Section 1742 provides for indemnification with respect to
derivative and corporate actions similar to that provided by Section
1741. However, indemnification is not provided under Section 1742 with
respect to any claim, issue or matter as to which a director or officer
has been adjudged to be liable to the corporation unless and only to the
extent that the proper court determines upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, a director or officer is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses is
mandatory to the extent that the director or officer has been successful
on the merits or otherwise in defense of any such action or proceeding
referred to in Sections 1741 or 1742.
Section 1744 provides that unless ordered by a court, any
indemnification under Sections 1741 or 1742 shall be made by the
corporation as authorized in the specific case upon a determination that
indemnification of directors and officers is proper because the director
or officer met the applicable standard of conduct, and such
determination will be made by the board of directors by a majority vote
of a quorum of directors not parties to the action or proceeding; if a
quorum is not obtainable or, if obtainable, and a majority of
disinterested directors so directs, by independent legal counsel or by
the shareholders.
Section 1745 provides that expenses incurred by a director or
officer in defending any action or proceeding referred to in the
Subchapter 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 such director or officer to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified
by the corporation.
Section 1746 provides generally that except in any case 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, the indemnification and advancement of expenses provided
by the Subchapter shall not be deemed exclusive of any other rights to
which a director or officer seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of
shareholders, or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding that office.
Section 1747 also grants a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any
liability incurred by him in his capacity as officer or director whether
or not the corporation would have the power to indemnify him against the
liability under the Subchapter of the PBCL.
Sections 1748 and 1749 apply to the indemnification and
advancement of expenses contained in the Subchapter to successor
corporations resulting from consolidation, merger, or division and to
service as a representative of such corporations or of employee benefit
plans.
Section 1750 provides that the indemnification and advancement
of expenses granted pursuant to the Subchapter, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a representative of the corporation and shall inure to the
benefit of the heirs and personal representatives of that person.
Section 7.1 of the Company's By-Laws contains provisions
allowing for indemnification of directors and officers to the extent
permitted under Subchapter D of Chapter 17 of the PBCL.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following exhibits are filed herewith or incorporated by
reference.
4-1 Articles of Incorporation--Incorporated by reference to
Exhibit 3(a) to Form 10-K as filed by the Company for the year
ended December 31, 1996.
4-2 By-Laws--Incorporated by reference to Exhibit 3(b) to Form
10-Q as filed by the Company for the quarter ended June 30, 1993.
4-3 Shareholder Rights Plan--Incorporated by reference to Form
8-K as filed by the Company on February 20, 1990.
5-1 Opinion of Fox, Rothschild, O'Brien & Frankel, LLP.
23-1 Consent of Price Waterhouse LLP.
23-2 Consent of Fox, Rothschild, O'Brien & Frankel, LLP.
(See Exhibit 5-1)
99-1 Quaker Chemical Corporation Director Stock Ownership 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 of 1933;
(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;
(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 (ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.
(2) 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.
(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 Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 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.
(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 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.
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 City of Conshohocken,
Commonwealth of Pennsylvania, on the 7th day of May, 1997.
QUAKER CHEMICAL CORPORATION
By: /S/RONALD J. NAPLES
-----------------------------
Ronald J. Naples
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald J. Naples and Thomas F.
Kirk, or each of them, as 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 (including post-effective amendments) to this Registration
Statement, 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 and agents, and each of
them, full power and authority to be done in an 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 any of them, or their or his substitute or substitutes, 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 and on the dates indicated:
Signature Title Date
- --------- ----- ----
/S/RONALD J. NAPLES
- --------------------------
Ronald J. Naples President, Chief Executive May 7, 1997
Officer and a Director
/S/THOMAS F. KIRK
- --------------------------
Thomas F. Kirk Vice President and Chief May 7, 1997
Financial Officer
/S/PETER A. BENOLIEL
- --------------------------
Peter A. Benoliel Director May 7, 1997
- --------------------------
Joseph B. Anderson, Jr. Director May _, 1997
/S/PATRICIA C. BARRON
- --------------------------
Patricia C. Barron Director May 7, 1997
/S/WILLIAM L. BATCHELOR
- --------------------------
William L. Batchelor Director May 7, 1997
/S/LENNOX K. BLACK
- --------------------------
Lennox K. Black Director May 7, 1997
/S/DONALD R. CALDWELL
- --------------------------
Donald R. Caldwell Director May 7, 1997
/S/ROBERT E. CHAPPELL
- --------------------------
Robert E. Chappell Director May 7, 1997
/S/EDWIN J. DELATTRE
- --------------------------
Edwin J. Delattre Director May 7, 1997
/S/ROBERT P. HAUPTFUHRER
- --------------------------
Robert P. Hauptfuhrer Director May 7, 1997
/S/ROBERT H. ROCK
- --------------------------
Robert H. Rock Director May 7, 1997
EXHIBIT INDEX
Exhibit
Number
- -------
4-1 Articles of Incorporation--Incorporated by reference
to Exhibit 3(a) to Form 10-K as filed by the Company
for the year ended December 31, 1996.
4-2 By-Laws--Incorporated by reference to Exhibit 3(b) to Form 10-Q
as filed by the Company for the quarter ended June
30, 1993.
4-3 Shareholder Rights Plan--Incorporated by reference to
Form 8-K as filed by the Company on February 20, 1990.
5-1 Opinion of Fox, Rothschild, O'Brien & Frankel, LLP.
23-1 Consent of Price Waterhouse LLP.
23-2 Consent of Fox, Rothschild, O'Brien & Frankel, LLP.
(See Exhibit 5-1)