As filed with the Securities and Exchange Commission on November 22, 2002.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONSTAR INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
One Crown Way
Delaware Philadelphia, PA 19154-4599 13-1889304
(State of (Address of principal executive offices) (Zip Code) (I.R.S. Employer
Incorporation) Identification No.)
CONSTAR INTERNATIONAL INC.
2002 STOCK-BASED INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
Michael J. Hoffman
President, Chief Executive Officer
Constar International Inc.
One Crown Way
Philadelphia, PA 19154-4599
(215) 552-3700
(Name, address, and telephone number, including area code, of agent for service)
With a Copy to:
William G. Lawlor, Esq.
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000
CALCULATION OF REGISTRATION FEE
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Title Of Proposed Proposed
Securities Amount Maximum Maximum Amount Of
To Be To Be Offering Aggregate Registration
Registered Registered Price Per Share(1)(2) Offering Price(1)(2) Fee
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Common Stock of Constar
International Inc., par 627,406 shares $11.51(1) $7,221,443(1) $664.37
value $.01 per share to be
issued under the Plan
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Common Stock of Constar
International Inc., par 222,594 shares $12.00(2) $2,671,128(2) $245.75
value $.01 per share to be
issued under the Plan
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TOTAL 850,000 shares $9,892,571 $910.12
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(1) The registration fee for the shares of Common Stock to be issued pursuant
to options reserved but not yet granted under the Constar International
Inc. 2002 Stock-Based Incentive Compensation Plan (the "Plan") was
calculated in accordance with Rule 457(c) of the Securities Act of 1933,
as amended (the "Securities Act"), on the basis of $11.51 per share, the
average high and low prices of Common Stock par value $0.01 per share
("Common Stock") of the Registrant as reported on the Nasdaq National
Market on November 15, 2002. Pursuant to Rule 416(a), this Registration
Statement shall also cover any additional shares of Common Stock which
become issuable under the Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
outstanding shares of the Registrant.
(2) The registration fee for the shares of Common Stock to be issued pursuant
to outstanding options already granted under the Plan was calculated in
accordance with Rule 457(h) of the Securities Act, based upon the weighted
average price per share of $12.00 at which the options may be exercised.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Information required in Part I of Form S-8 to be contained in
a prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933 is not required to be filed with the Securities and Exchange Commission
(the "Commission") and is omitted from this Registration Statement in accordance
with the explanatory note to Part I of Form S-8 and Rule 428 under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Constar International Inc. (the
"Registrant") and the Constar International Inc. 2002 Stock-Based Incentive
Compensation Plan (the "Plan"), filed or to be filed with the Commission, are
incorporated by reference in this Registration Statement as of their respective
dates:
(a) Form S-1 filed by the Registrant on May 23, 2002 (file
number 333-88878) as most recently amended;
(b) all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since May 23, 2002;
(c) the description of the Registrant's Common Stock contained
in the registration statement on Form S-1, filed on May 23, 2002, including any
amendment or report filed for the purpose of updating such description;
(d) all documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to this Registration
Statement, which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into 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.
The Registrant is incorporated under the laws of the State of
Delaware. Section 145 ("Section 145") of Title 8 of the Delaware Code gives a
corporation power to indemnify 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 (other than
an action by or in the right of the corporation) by reason of the fact that the
person 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, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
Section 145 also gives a corporation power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person 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, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or 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, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Section 145 further provides that, to the
extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any such action, suit or
proceeding, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 145 also 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,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, arising out of
his status as such, whether or not the corporation would otherwise have the
power to indemnify him under Section 145.
The Registrant's restated certificate of incorporation and
restated bylaws provide for the indemnification of officers and directors to the
fullest extent permitted by the Delaware
Code.
All of the Registrant's directors and officers will be covered
by insurance policies against certain liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act of 1934, as
amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index which appears on page 9
of this Registration Statement and is incorporated herein by reference for a
detailed list of the exhibits filed as a part hereof.
Item 9. Undertakings.
Undertakings required by Item 512(a) of Regulation S-K:
(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;
(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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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 Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the 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.
Undertakings required by Item 512(b) of Regulation S-K:
The undersigned 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 15(d) of the
Exchange Act (and 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 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.
Undertakings required by Item 512(h) of Regulation S-K:
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 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.
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 Philadelphia, Commonwealth of
Pennsylvania, on this 22nd day of November, 2002.
CONSTAR INTERNATIONAL INC.
By: /s/ Michael J. Hoffman
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Michael J. Hoffman
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael J. Hoffman his
attorney-in-fact, with full power of substitution and resubstitution, for him in
any and all capacities, to sign any or all amendments or post-effective
amendments to this Registration Statement and to file the same with the
Securities and Exchange Commission, granting unto him full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that he, or
his agent or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date indicated.
/s/ Michael J. Hoffman 11/22/02
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Michael J. Hoffman President, Chief Date
Executive Officer
and Director (Principal
Executive Officer)
/s/ James C. Cook 11/22/02
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James C. Cook Executive Vice Date
President, Chief
Financial Officer and
Director (Principal
Financial and
Accounting Officer)
/s/ Charles F. Casey 11/22/02
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Charles F. Casey Director Date
/s/ John W. Conway 11/22/02
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John W. Conway Director Date
/s/ William G. Little 11/22/02
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William G. Little Director Date
/s/ Frank J. Mechura 11/22/02
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Frank J. Mechura Director Date
/s/ Alan W. Rutherford 11/22/02
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Alan W. Rutherford Director Date
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Angus F. Smith Director Date
EXHIBIT INDEX
Exhibit Number Description
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4.1 Registrant's Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 of Registrant's Registration
Statement on Form S-1 filed with the Commission on May 23,
2002 (Registration No. 333-88878) as most recently amended).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 of the Registrant's Registration Statement on Form S-1
filed with the Commission on May 23, 2002 (Registration No.
333-88878) as most recently amended).
5.1 Opinion of Dechert (counsel to the Registrant).
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on signature page).