As filed with the Securities and Exchange Commission on July 15, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SEALED AIR CORPORATION
(Exact Name of Issuer as Specified in its Charter)
Delaware No. 65-0654331
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
Park 80 East
Saddle Brook, New Jersey 07663-5291
(Address and Zip Code of Principal Executive Offices)
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CONTINGENT STOCK PLAN
OF SEALED AIR CORPORATION
(Title of the Plan)
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H. KATHERINE WHITE, ESQ.
General Counsel and Secretary
SEALED AIR CORPORATION
Park 80 East
Saddle Brook, New Jersey 07663-5291
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service:
201-791-7600
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CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
securities registered maximum maximum registration
to be offering price aggregate fee
registered per unit offering price
Common Stock 2,049,550 $37.06 per $75,956,323* $22,407.12
par value shares share*
$0.10 per
share
*Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) based on the average of the high and
low prices of the Registrant's Common Stock reported in the
consolidated reporting system for New York Stock Exchange traded
securities on July 8, 1998.
Pursuant to Rule 429 of the General Rule and Regulations under
the Securities Act of 1933, as amended, the Prospectus that is a
part of this Registration Statement is a combined prospectus
relating also to the Registration Statement on Form S-8, No. 333-
50601.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Corporation (File No. 1-
12139) with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) Annual Report on Form 10-K of W. R. Grace & Co. for the year
ended December 31, 1997, as amended;
(b) Current Report on Form 8-K of W. R. Grace & Co. dated
February 9, 1998;
(c) Current Report on Form 8-K of Sealed Air Corporation
(formerly named W. R. Grace & Co.) dated March 31, 1998;
(d) Current Report on Form 8-K of Sealed Air Corporation
(formerly named W. R. Grace & Co.) dated April 2, 1998, as amended;
(e) Quarterly Report on Form 10-Q of Sealed Air Corporation for
the quarter ended March 31, 1998; and
(f) the description of the Corporation's common stock contained
in the Corporation's Joint Proxy Statement/Prospectus filed as part of the
Corporation's Registration Statement on Form S-4, declared effective on
February 13, 1998.
All documents filed by the Corporation with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of
the 1934 Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered under this
Registration Statement has been passed upon for the Registrant by H. Katherine
White, General Counsel and Secretary of the Registrant. As of the date of
this Registration Statement, Ms. White was employed by the Registrant and was
the beneficial owner of approximately 28,918 shares of Common Stock of the
Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the "General Corporation Law") provides that: (1) under certain
circumstances a corporation may indemnify a director or officer made party to,
or threatened to be made party to, any civil, criminal, administrative or
investigative action, suit or proceeding (other than an action by or in the
right of the corporation) because such person is or was a director, officer,
employee or agent of the corporation, or because such person is or was so
serving another enterprise at the request of the corporation, against
expenses, judgments, fines and amounts paid in settlement reasonably incurred
by such person in connection with such action, suit or proceeding, if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to criminal cases, had no reasonable cause to believe such person's
conduct was unlawful; (2) under certain circumstances a corporation may
indemnify a director or officer made party to, or threatened to be made party
to, any action or suit by or in the right of the corporation for judgment in
favor of the corporation because such person is or was a director, officer,
employee or agent of the corporation, or because such person is or was so
serving another enterprise at the request of the corporation, against expenses
reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation; and (3) a director or officer shall be
indemnified by the corporation against expenses reasonably incurred by such
person in connection with and to the extent that such person has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding clauses, or in defense of any claim,
issue or matter therein.
Under Article ELEVENTH of the Registrant's Amended and Restated
Certificate of Incorporation and Article 8 of the Registrant's By-Laws,
indemnification of directors and officers is provided for to the fullest
extent permitted under the General Corporation Law. Article TWELFTH of the
Registrant's Amended and Restated Certificate of Incorporation eliminates the
liability of directors for monetary damages for breach of fiduciary duty as
directors, except for liability (1) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (3) under Section 174 of the General Corporation Law, or (4) for any
transaction from which the director derived an improper personal benefit. The
General Corporation Law, the Registrant's Amended and Restated Certificate of
Incorporation and the By-Laws of the Registrant permit the purchase by the
Registrant of insurance for indemnification of directors and officers. The
Registrant currently maintains directors and officers liability insurance.
The foregoing summary of Section 145 of the General Corporation
Law, Articles ELEVENTH and TWELFTH of the Amended and Restated Certificate of
Incorporation of the Registrant and Article 8 of the By-Laws of the Registrant
is qualified in its entirety by reference to the relevant provisions of
Section 145, the relevant provisions of the Registrant's Amended and Restated
Certificate of Incorporation, which are incorporated herein by reference to
Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, File No. 1-12139, and the relevant provisions of the
Registrant's By-Laws, which are incorporated herein by reference to Exhibit
3.2 to the Registrant's Current Report on Form 8-K, Date of Report March 31,
1998, File No. 1-12139.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description*
4.1 Amended and Restated Certificate of Incorporation of
the Corporation as currently in effect [Exhibit 3.1 to
the Corporation's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998, File No. 1-12139]
4.2 Amended and Restated By-Laws of the Corporation as
currently in effect [Exhibit 3.2 to the Corporation's
Current Report on Form 8-K, Date of Report March 31,
1998, File No. 1-12139]
4.3 Contingent Stock Plan of the Corporation
4.4 Form of Contingent Stock Purchase Agreement - Non-
Officer Employee
4.5 Form of Contingent Stock Purchase Agreement - Officer
4.6 Form of Contingent Stock Purchase Agreement - Section
162(m) Officer
5 Opinion of counsel as to legality of securities being
registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Counsel [Contained in opinion filed as
Exhibit 5 to this Registration Statement]
24 Powers of Attorney [Contained in Signature Pages of
this Registration Statement]
* Material in brackets is incorporated herein by reference.
Item 9. Undertakings.
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; 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
(1)(i) and (1)(ii)do not apply if the registration statement is on Form S-3
or Form S-8 and the 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 section 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; and (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.
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
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.
The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus to each employee to whom the prospectus is
sent or given a copy of the registrant's annual report to stockholders for its
last fiscal year, unless such employee otherwise has received a copy of such
report, in which case the registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report on written
request of the employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual report of the
registrant for the preceding fiscal year may be so delivered, but within such
120 day period the annual report for the last fiscal year will be furnished to
each such employee.
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 the Town of Saddle Brook, State of
New Jersey, on this 15th day of July, 1998.
SEALED AIR CORPORATION
(Registrant)
By s/T.J. Dermot Dunphy
T.J. Dermot Dunphy
Chief Executive Officer
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. Each person whose individual signature
appears below hereby authorizes T. J. Dermot Dunphy, William V. Hickey and H.
Katherine White, and each of them, as attorneys-in-fact, with full power of
substitution, to execute, in the name and on behalf of each such person and in
any and all capacities, and to file any amendment to this Registration
Statement (and all other registration statements to which the prospectus
related to this Registration Statement also relates pursuant to Rule 429 of
the General Rules and Regulations under the Securities Act of 1933, as
amended), including any and all post-effective amendments.
Signature Title Date
s/T.J. Dermot Dunphy Chairman of the Board, July 15, 1998
T.J. Dermot Dunphy Chief Executive Officer
and Director (Principal
Executive Officer)
s/Hank Brown Director July 15, 1998
Hank Brown
s/John K. Castle Director July 15, 1998
John K. Castle
s/Christopher Cheng Director July 15, 1998
Christopher Cheng
s/Lawrence R. Codey Director July 15, 1998
Lawrence R. Codey
s/Charles F. Farrell, Jr. Director July 15, 1998
Charles F. Farrell, Jr.
Director
s/Virginia A. Kamsky Director July 15, 1998
Virginia A. Kamsky
s/Alan H. Miller Director July 15, 1998
Alan H. Miller
Director
s/Robert L. San Soucie Director July 15, 1998
Robert L. San Soucie
s/Daniel S. Van Riper Senior Vice President July 15, 1998
Daniel S. Van Riper and Chief Financial Officer
(Principal Financial Officer)
s/Jeffrey S. Warren Controller July 15, 1998
Jeffrey S. Warren (Principal Accounting Officer)