As filed with the Securities and Exchange Commission on July 26, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
___________________
OCTEL CORP.
(Exact name of registrant as specified in its charter)
___________________
Delaware 98-0181725
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
200 Executive Drive
Newark Delaware 19702
U.S.A.
(Address of principal executive offices and zip code)
___________________
Octel Corp. Company Share Option Plan
Octel Corp. Savings-Related Share Option Scheme
Octel Corp. Non Employee Directors' Stock Option Plan
(Full titles of the plans)
___________________
CT Corporation
111 8th Avenue
New York, New York 10011
U.S.A.
Telephone Number: (212) 894-8940
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________
Copy to:
M. Gilbey Strub
Tower 42, 25 Old Broad Street
London EC2N 1HQ
+44-171-816-8783
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
Proposed Maximum
Title of Securities Amount to be Aggregate Amount of
to be Registered Registered Offering Price(1) Registration Fee (1)
- -----------------------------------------------------------------------------------------------------------
Octel Corp. Company Share Option
Plan Common Stock 1,200,000 $9,450,000 $ 2,495
Octel Corp. Savings Related
Share Option Scheme Common Stock 250,000 $1,970,000 $ 520
Octel Corp. Non Employee Directors'
Stock Option Plan 300,000 $2,364,000 $ 624
- -----------------------------------------------------------------------------------------------------------
(1) The aggregate offering price and the amount of the registration fee have
been computed in accordance with Rule 457(h) based upon the basis of the price
of securities of the same class. The basis of the price of securities of the
same class is calculated using the average of the high and low prices reported
in the consolidated reporting system as of July 21, 2000 in accordance with Rule
457(c). The Registrant does not intend to issue any additional options under any
of the above mentioned plans.
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to Rule 416 under the Securities Act, this Registration
Statement shall be deemed to cover any additional shares offered under the above
mentioned plans in order to reflect share splits, share dividends, mergers and
other capital changes.
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Octel Corp. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
1. The Registrant's Annual Report on Form 10-K filed 27 March, 2000;
2. The Registrant's Proxy Statement on Form 14A filed 27 March, 2000;
and
3. All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since December 31, 1999.
All other reports and documents subsequently filed by the Registrant
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 under this Registration Statement have been sold or which deregisters
all securities then remaining unsold hereunder, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Any statement contained 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
-2-
Statement 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 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Except as hereinafter provided, there is no provision of the Certificate of
Incorporation and By-laws of the Registrant or any contract, arrangement or
statute under which any director or officer of the Registrant is insured or
indemnified in any manner against any liability that he or she may incur in his
or her capacity as such.
The Registrant is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any persons who are, or
are threatened to be made, parties 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 such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his or
her conduct was illegal. A Delaware corporation may indemnify any persons who
are, or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reason of the
fact that such person was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorney's fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the corporation's best
interests except that no indemnification is permitted without judicial approval
if the officer or director is adjudged to be
-3-
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer or
director has actually and reasonably incurred.
The certificate of incorporation, as amended, of the Registrant provides
that no director of the corporation shall be liable to the corporation or its
stockholders for monetary damages arising from a breach of fiduciary duty owed
to the corporation or its stockholders. In addition, the Registrant's
certificate of incorporation, as amended, provides for the indemnification of
directors and officers of the Registrant to the fullest extent permitted by the
General Corporation Law of the State of Delaware.
Article VIII of the by-laws of the Registrant provides that, to the fullest
extent permitted by the General Corporation Law of the State of Delaware, no
director of the Registrant shall be liable to the Registrant or its stockholders
for monetary damages arising from a breach of fiduciary duty owed to the
Registrant or its stockholders. Article VIII of the by-laws of the Registrant
further provides that the Registrant shall indemnify, to the fullest extent
permitted by the General Corporation Law of the State of Delaware, 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 by reason of the fact that he or she is or was a
director or officer of such corporation, or is or was serving at the request of
such corporation as a director, officer or member of another corporation,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding and such indemnification shall continue as to an
indemnitee who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs, executors and administrators.
Article VIII of the by-laws of the Registrant provides that any person serving
as a director, officer, employee or agent of another corporation or enterprise,
at least 50% of whose equity interests are owned by the corporation, shall be
conclusively presumed to be serving in such capacity at the request of the
Registrant and, hence, subject to indemnification by the Registrant.
Section 145 of the General Corporation Law of the State of Delaware
further authorizes a corporation to purchase and maintain insurance on behalf of
any person who 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 or enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.
-4-
Article VIII of the by-laws of the Registrant further provides that the
corporation may purchase and maintain insurance on its own behalf and on behalf
of any person who is or was a director, officer, employee, fiduciary, or agent
of the corporation 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 any liability asserted against him or
her and incurred by him or her in any such capacity, whether or not the
corporation would have the power to indemnify such person against such liability
under Article VIII of its by-laws.
All of the directors and officers of the Registrant are covered by
insurance policies maintained and held in effect by the Registrant against
certain liabilities for actions taken in such capacities, including liabilities
under the Securities Act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation and By-laws of the
Registrant, as amended, incorporated by reference to
the Registrant's amendment dated April 21, 1998 to a
previously filed Form 10-/A.
4.2 Specimen certificate representing the shares of the
Registrant, incorporated by reference to the
Registrant's Amendment dated April 21, 1998 to a
previously filed Form 10-1A.
5.1 Opinion of Kirkland & Ellis as to the legality of
the shares.
23.1 Consent of PricewaterhouseCoopers.
23.2 Consent of Ernst & Young.
23.3 Consent of Kirkland & Ellis (included in 5.1 above).
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales of shares are
being made, a post-effective amendment to this Registration Statement:
-5-
(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 this 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 this Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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 Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, 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
is this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 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
-6-
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 and will be governed by the final adjudication
of such issue.
-7-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Manchester, England, on July 25, 2000.
OCTEL CORP.
By: /s/ A. E. James
----------------------------------
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Alan
G. Jarvis, his attorney-in-fact, each with the power of substitution, for him in
any and all capacities, to sign any amendments to this Registration Statement on
Form S-8 and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on July 25, 2000, by the following
persons in the capacities indicated.
Name Position
---- --------
/s/ Dennis J. Kerrison
__________________________ President, Chief Executive Officer and
Dennis J. Kerrison Director (Principal Executive Officer)
/s/ Alan G. Jarvis
__________________________ Chief Financial Officer (Principal Financial
Alan G. Jarvis and Accounting Officer)
/s/ John P. Tayler
__________________________ Corporate Secretary
John P. Tayler
/s/ Dr. Robert E. Bew
__________________________ Director
Dr. Robert E. Bew
/s/ Martin M. Hale
__________________________ Director
Martin M. Hale
/s/ Thomas M. Fulton
__________________________ Director
Thomas M. Fulton
/s/ James M. C. Puckridge
__________________________ Director
James M. C. Puckridge
Name Position
---- --------
/s/ Dr. Benito Fiore Director
- --------------------------
Dr. Benito Fiore
/s/ Charles M. Hale
__________________________ Director
Charles M. Hale
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation and By-laws of the
Registrant, as amended, incorporated by reference to the
Registrant's amendment dated April 21, 1998 to a
previously filed Form 10-/A.
4.2 Specimen certificate representing the shares of the
Registrant, incorporated by reference to the
Registrant's Amendment dated April 21, 1998 to a
previously filed Form 10-1A.
5.1 Opinion of Kirkland & Ellis as to the legality of the
shares.
23.1 Consent of PricewaterhouseCoopers.
23.2 Consent of Ernst & Young.
23.3 Consent of Kirkland & Ellis (included in 5.1 above).