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 registrant as specified in its charter)
PENNSYLVANIA 23-0993790
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization)
One Quaker Park
901 Hector Street
Conshohocken, Pennsylvania 19428
(Address of principal executive offices) (Zip Code)
QUAKER CHEMICAL CORPORATION 2003 DIRECTOR STOCK OWNERSHIP PLAN
(Full title of the plan)
D. Jeffry Benoliel, Esquire
Vice President, Secretary
and General Counsel
Quaker Chemical Corporation
One Quaker Park, 901 Hector Street
Conshohocken, Pennsylvania 19428
(Name and address of agent for service)
(610) 832-4000
(Telephone number, including area code, of agent for service)
Copy of all communications to:
Howell J. Reeves, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch Street, 22/nd/ Floor
Philadelphia, Pennsylvania 19103
(215) 977-2234
CALCULATION OF REGISTRATION FEE
=============================================================================================
Title of Amount to be Proposed Proposed Amount of
securities Registered maximum maximum registration
to be registered offering price aggregate fee
per share(1) offering price(1)
- ---------------------------------------------------------------------------------------------
Common 75,000 Shares $20.43 $1,532,250 $123.96
Stock, $1.00 (2)
par value
(including
associated stock
purchase rights)
=============================================================================================
(1) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee, based upon the average of the high and
low sales prices of shares of Common Stock on April 1, 2003, as reported on
the New York Stock Exchange.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers such additional shares and associated stock purchase
rights as may hereinafter be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions
effected without the receipt of consideration.
- --------------------------------------------------------------------------------
PART I
A prospectus setting forth the information required by Part I of Form S-8
will be sent or given to participants in the Quaker Chemical Corporation 2003
Director Stock Ownership Plan as specified by Rule 428(b)(1)(i) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Quaker Chemical Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this registration statement and made a part hereof:
1. The Registrant's Annual Report on Form 10-K for the year ended December
31, 2002;
2. The description of the Registrant's Common Stock, par value $1.00 per
share, set forth in the Registrant's registration statement on Form 8-A filed
with the Commission on April 27, 1973 and August 2, 1996, and any amendments or
reports filed for the purpose of updating that description; and
3. The description of the Registrant's stock purchase rights set forth in
the Registrant's registration statement on Form 8-A filed with the Commission on
March 7, 2000, and any amendments or reports filed for the purpose of updating
that description.
All documents and reports filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a post-effective
amendment hereto 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 or reports. 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 statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified shall not
be deemed to constitute a part of the registration statement except as so
modified and any statement so superseded shall not be deemed to constitute a
part of this registration statement.
Independent Accountants
The financial statements as of December 31, 2002 and 2001 and for each of
the three years in the period ended December 31, 2002, included in our Annual
Report on Form 10-K,
2
have been audited by PricewaterhouseCoopers LLP, independent accountants, as
stated in their report appearing therein.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL"), contains provisions relating to the
indemnification of persons by a Pennsylvania business corporation, including
directors and officers of the corporation.
Sections 1741 and 1742 of the PBCL provide that a business corporation may
indemnify directors and officers against liabilities and expenses they may incur
as such provided that the particular person acted in good faith and in a manner
he or she 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 or her conduct was unlawful. In general, the power to
indemnify under these sections does not exist in the case of actions against a
director or officer by or in the right of the corporation if the person
otherwise entitled to indemnification shall have been adjudged to be liable to
the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnification for specified
expenses. Section 1743 of the PBCL provides that the corporation is required to
indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.
Section 1746 of the PBCL grants a corporation broad authority to indemnify
its directors and officers for liabilities and expenses incurred in such
capacity, except in circumstances 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.
Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
representative of another corporation or other enterprise, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify the person against such liability under Subchapter D
of Chapter 17 of the PBCL. The Registrant currently maintains directors and
officers liability insurance on behalf of its directors and officers.
3
Section 7.1 of the Registrant's Bylaws contains provisions requiring the
Registrant to indemnify and hold harmless directors and officers to the fullest
extent and manner authorized or permitted by the laws of the Commonwealth of
Pennsylvania.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit No. Description of Exhibits
- ----------- -----------------------
4. Quaker Chemical Corporation 2003 Director Stock Ownership Plan
5. Opinion of Wolf, Block, Schorr and Solis-Cohen LLP
23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included as
part of Exhibit 5 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
24. Power of Attorney (included as part of the signature page hereto)
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;
(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)(l)(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 with or furnished to the
Commission 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.
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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.
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 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.
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.
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SIGNATURES AND POWER OF ATTORNEY
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 Conshohocken, Commonwealth of Pennsylvania on this
31st day of March, 2003.
QUAKER CHEMICAL CORPORATION
By: /s/ Ronald J. Naples
-------------------------------
Ronald J. Naples
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald J. Naples and Michael F. Barry, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and 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 their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
NOTICE TO SIGNATORIES
The purpose of this Power of Attorney is to give Ronald J. Naples and
Michael F. Barry (each an "Agent" and together, the "Agents") the power to
execute certain documents related to this registration statement on your behalf.
This Power of Attorney does not impose a duty on the Agents to exercise
granted powers, but when powers are exercised, they must use due care to act for
your benefit and in accordance with this Power of Attorney.
Agents may exercise the powers given here for the period during which this
registration statement is effective, even after you become incapacitated, unless
you expressly limit the duration of these powers or you revoke these powers or a
court acting on your behalf terminates the Agents' authority. A court can take
away the powers of the Agents if it finds the Agents are not acting properly.
6
The powers and duties of an agent under a Power of Attorney are explained
more fully in 20 Pa. C.S. Ch. 56.
If there is anything about this form that you do not understand, you should
ask a lawyer of your own choosing to explain it to you.
By signing below, you are attesting that you have read or had explained to
you the above Notice and that you understand its contents.
--------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Ronald J. Naples Chairman, Chief Executive March 31, 2003
--------------------------- Officer and Director
Ronald J. Naples
/s/ Michael F. Barry Vice President and Chief March 31, 2003
--------------------------- Financial Officer
Michael F. Barry
/s/ Joseph B. Anderson, Jr. Director March 31, 2003
---------------------------
Joseph B. Anderson, Jr.
___________________________ Director March , 2003
Patricia C. Barron
/s/ Peter A. Benoliel Director March 31, 2003
---------------------------
Peter A. Benoliel
/s/ Donald R. Caldwell Director March 31, 2003
---------------------------
Donald R. Caldwell
/s/ Robert E. Chappell Director March 31, 2003
---------------------------
Robert E. Chappell
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/s/ William R. Cook Director March 31, 2003
---------------------------
William R. Cook
/s/ Edwin J. Delattre Director March 31, 2003
---------------------------
Edwin J. Delattre
/s/ Robert P. Hauptfuhrer Director March 31, 2003
---------------------------
Robert P. Hauptfuhrer
/s/ Robert H. Rock Director March 31, 2003
---------------------------
Robert H. Rock
The undersigned have read the above Power of Attorney and acknowledge that
each of them, respectively, is the person identified as the agent for the
principals listed above. The undersigned hereby acknowledge that in the absence
of a specific provision to the contrary in the Power of Attorney or in 20 Pa.
C.S. when they, respectively, act as agent, each of them:
(i) shall exercise the powers for the benefit of the principal;
(ii) shall exercise reasonable caution and prudence; and
(iii) shall keep a full and accurate record of all actions on behalf of the
principal.
/s/ Ronald J. Naples
- ----------------------------------
Ronald J. Naples
/s/ Michael F. Barry
- ----------------------------------
Michael F. Barry
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
4 Quaker Chemical Corporation 2003 Director Stock Ownership Plan
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP
23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included as part
of Exhibit 5 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included as part of the signature page hereto)