As filed with the Securities and Exchange Commission on January 18, 2005.
Registration Statement No. 333-119641
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CROMPTON CORPORATION
*And the Subsidiary Guarantors listed below
(Exact name of registrant as specified in its charter)
--------------------------------
DELAWARE 2820 52-2183153
-------------------------------- ---------------------------- --------------------------
(State or other jurisdiction of Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
199 BENSON ROAD
MIDDLEBURY, CT 06749
(203) 573-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------------------
LYNN A. SCHEFSKY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
CROMPTON CORPORATION
199 BENSON ROAD
MIDDLEBURY, CT 06749
(203) 573-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------------
COPIES OF ALL COMMUNICATIONS TO:
PHYLLIS G. KORFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
4 TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000
(212) 735-2000 (FACSIMILE)
--------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
The Registrants hereby amend this registration statement on such date or dates
as may be necessary to delay its effective date until the registrants shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a) may determine.
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TABLE OF ADDITIONAL REGISTRANTS
PRIMARY STANDARD
STATE OR OTHER INDUSTRIAL I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION IDENTIFICATION
NAME OF ADDITIONAL REGISTRANT* INCORPORATION NUMBER NUMBER
- ------------------------------------------------------ ------------------ ------------------ ------------------
CNK Chemical Realty Corporation....................... Pennsylvania 2820 25-1885340
Crompton Colors Incorporated.......................... Delaware 2820 06-1413341
Crompton Holding Corporation.......................... Delaware 2820 06-1413342
Crompton Europe Financial Services Company............ Delaware 2820 06-1440671
Crompton Monochem, Inc................................ Louisiana 2820 62-1873574
Davis-Standard Corporation............................ Delaware 2820 06-1413340
GT Seed Treatment, Inc................................ Minnesota 2820 41-0795292
Kem Manufacturing Corporation......................... Georgia 2820 58-0620603
Monochem, Inc......................................... Louisiana 2820 72-0545612
Naugatuck Treatment Company........................... Connecticut 2820 06-0902035
Uniroyal Chemical Company Limited (Delaware).......... Bahamas/Delaware** 2820 98-0159910
Uniroyal Chemical Company, Inc........................ Delaware 2820 06-1582841
Crompton Manufacturing Company, Inc................... New Jersey 2820 06-1148490
Uniroyal Chemical Export Limited...................... Delaware 2820 06-1431523
Uniroyal Chemical Leasing Company, Inc................ Delaware 2820 06-1464298
Weber City Road LLC................................... Louisiana 2820 62-1864381
- ---------------
* Addresses and telephone numbers of principal executive offices are the same
as those of Crompton Corporation.
** Uniroyal Chemical Company Limited (Delaware) is incorporated in the
Bahamas, and has been domesticated under the laws of the State of Delaware
as a Delaware corporation.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Connecticut. Subsection (a) of Section 33-771 of the Connecticut Business
Corporation Act, or the CBCA, provides that a corporation may indemnify an
individual who is a party to a proceeding because he is a director against
liability incurred in the proceeding if: (1)(A) he conducted himself in good
faith; (B) he reasonably believed (i) in the case of conduct in his official
capacity, that his conduct was in the best interests of the corporation; and
(ii) in all other cases, that his conduct was at least not opposed to the best
interests of the corporation; and (C) in the case of any criminal proceeding,
he has no reasonable cause to believe his conduct was unlawful; or (2) he
engaged in conduct for which broader indemnification has been made permissible
or obligatory under a provision of the certificate of incorporation as
authorized by the CBCA. Subsection (b) of Section 33-771 of the CBCA provides
that a director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement that
his conduct was at least not opposed to the best interest of the corporation.
Subsection (c) of Section 33-771 of the CBCA provides that the termination of
a proceeding by judgment, order, settlement or conviction or upon a plea of
nolo contendere or its equivalent is not, of itself, determinative that the
director did not meet the relevant standard of conduct described in Section
33-771 of the CBCA. Subsection (d) of Section 33-771 of the CBCA provides
that, unless ordered by a court, a corporation may not indemnify a director:
(1) in connection with a proceeding by or in the right of the corporation
except for reasonable expenses incurred in connection with the proceeding if
it is determined that the director has met the relevant standard of conduct
under Section 33-771(a) of the CBCA; or (2) in connection with any proceeding
with respect to conduct for which he was adjudged liable on the basis that he
received a financial benefit to which he was not entitled, whether or not
involving action in his official capacity.
Section 33-772 of the CBCA provides that a corporation shall indemnify a
director of the corporation who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party because he
was a director of the corporation, against reasonable expenses incurred by him
in connection with the proceeding.
Subsection (a) of Section 33-776 of the CBCA provides that a corporation may
indemnify an officer of the corporation who is a party to a proceeding because
he is an officer of the corporation (1) to the same extent as a director, and
(2) if he is an officer but not a director, to such further extent, consistent
with public policy, as may be provided by contract, the certificate of
incorporation, the bylaws or a resolution of the board of directors.
Subsection (c) of Section 33-776 of the CBCA provides that an officer of the
corporation who is not a director is entitled to mandatory indemnification
under Section 33-772 to the same extent to which a director may be entitled to
indemnification.
Article FIFTH of the Certificate of Incorporation of Naugatuck Treatment
Company provides that the corporation shall indemnify any and all persons whom
it has power to indemnify under Section 33-320 of the Stock Corporation Act
(predecessor to the CBCA), as amended and supplemented, against any and all
expenses, liabilities and other matters referred to in or covered by this
section.
Delaware. Under Section 145 of the Delaware General Corporation Law
("DGCL"), a corporation may 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 he or she 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,
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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 such person in connection with such action, suit or proceeding (i)
if such person acted in good faith and in a manner that person reasonably
believed to be in or not opposed to the best interests of the corporation and
(ii) with respect to any criminal action or proceeding, if he or she had no
reasonable cause to believe such conduct was unlawful. In actions brought by
or in the right of the corporation, a corporation may indemnify such person
against expenses (including attorneys' fees) actually and 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 that person reasonable
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of any claim, issue or
matter as to which that person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery of the
State of Delaware 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 circumstances of the case, such person in fairly and reasonable
entitled to indemnification for such expenses which the Court of Chancery or
other such court shall deem proper. To the extent that such person has been
successful on the merits or otherwise in defending any such action, suit or
proceeding referred to above or any claim, issue or matter therein, he or she
is entitled to indemnification for expenses (including attorneys' fees)
actually and reasonable incurred by such person in connection therewith. The
indemnification and advancement of expenses provided for or granted pursuant
to Section 145 is not exclusive of any other rights of indemnification or
advancement of expenses to which those seeking indemnification or advancement
of expenses may be entitled, and a corporation may purchase and maintain
insurance against liabilities asserted against any former or current,
director, officer, employee or agent of the corporation, or a person who 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, whether or not the power to indemnify is provided by the statute.
Article X of the Amended and Restated Certificate of Incorporation and
Article VI of the By-laws of Crompton Corporation provide for the
indemnification of directors and officers as authorized by Section 145 of the
DGCL. The directors and officers of Crompton Corporation and our subsidiaries
are insured (subject to certain exceptions and deductions) against liabilities
which they may incur in their capacity as such including liabilities under the
Securities Act, under liability insurance policies carried by us.
Article VI of the By-laws of Crompton Colors Corporation provide for the
indemnification of directors and officers to the maximum extent permitted by
the DGCL.
Article VI of the By-laws of Crompton Europe Financial Services Company
provide that the corporation may 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 he 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 such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner that 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, if he or she had no
reasonable cause to believe such conduct was unlawful.
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Article VI of the By-laws of Uniroyal Chemical Company, Inc. provide for the
indemnification of directors and officers to the maximum extent permitted by
the DGCL.
Article VI of the By-laws of Uniroyal Chemical Export Limited provide that
the corporation shall 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 he 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 such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner that 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, if he or she had no
reasonable cause to believe such conduct was unlawful.
Article VI of the By-laws of Uniroyal Chemical Leasing Company, Inc. provide
that the corporation shall 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 he 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 such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner that 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, if he or she had no
reasonable cause to believe such conduct was unlawful.
Paragraph 140 of the Articles of Association of Uniroyal Chemical Company
Limited (Delaware) provides for the indemnifications of directors, managers,
and other officers of the Company against all costs, losses, and expenses
which any such person may incur or become liable to by reason of any contract
entered into, or act or thing done by him in his capacity, or in any way in
the discharge of his duties, including traveling expenses. Paragraph 140 of
the Articles of Association of Uniroyal Chemical Company Limited (Delaware)
provides that no Director or other officer of the Company shall be liable for
the acts, receipts, neglects or defaults of any other Director or officer or
for joining in any receipt of other act for conformity or for any loss or
expense happening to the Company through the insufficiency or deficiency of
title to any property acquired by order of the Directors for or on behalf of
the Company, or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Company shall be invested, or for any loss or
damage arising from the bankruptcy, insolvency, or tortious act of any person
with whom any money, securities, or effects shall be deposited, or for any
loss occasioned by an error of judgment, omission, default or oversight on his
art, or for any other loss, damage or misfortune whatever which shall happen
in the execution of his office or in relation thereto, unless the same happen
through his own dishonesty.
Neither the Certificate of Incorporation nor the By-laws of Crompton Holding
Corporation or of Davis-Standard Corporation contain provisions regarding the
indemnification of directors and officers.
Georgia. Subsection (a) of Section 14-2-851 of the Georgia Business
Corporation Code provides that a corporation may indemnify or obligate itself
to indemnify an individual made a party to a proceeding because he or she is
or was a director against liability incurred in the proceeding if: (1) such
individual conducted himself or herself in good faith; and (2) such
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individual reasonably believed: (A) in the case of conduct in his or her
official capacity, that such conduct was in the best interests of the
corporation; (B) in all other cases, that such conduct was at least not
opposed to the best interests of the corporation; and (C) in the case of any
criminal proceeding, that the individual had no reasonable cause to believe
such conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia
Business Corporation Code provides that a corporation may not indemnify a
director: (1) in connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the director has met the relevant standard
of conduct; or (2) or in connection with any proceeding with respect to
conduct for which he or she was adjudged liable on the basis that personal
benefit was improperly received by him or her, whether or not involving action
in his or her official capacity. Notwithstanding the foregoing, pursuant to
Section 14-2-854, a court shall order a corporation to indemnify or give an
advance for expenses to a director if such court determines the director is
entitled to indemnification under Section 14-2-854 or if it determines that in
view of all relevant circumstances, it is fair and reasonable, even if the
director has not met the standard of conduct set forth in subsections (a) and
(b) of Section 14-2-851 of the Georgia Business Corporation Code or was
adjudged liable in a proceeding referred to in subsection (d) of Section 14-2-
851 of the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that a
corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the director
was a party because he or she was a director of the corporation against
reasonable expenses incurred by the director in connection with the
proceeding.
Subsection (c) of Section 14-2-857 of the Georgia Business Corporation Code
provides that an officer of the corporation who is not a director is entitled
to mandatory indemnification under Section 14-2-852 and may apply to a court
under Section 14-2-854 for indemnification or advances for expenses, in each
case to the same extent to which a director may be entitled to indemnification
or advances for expenses under those provisions. In addition, subsection (d)
of Section 14-2-857 provides that a corporation may also indemnify and advance
expenses to an employee or agent who is not a director to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or contract.
Article VI of the Bylaws of Kem Manufacturing Corporation provides that the
corporation shall indemnify its currently acting and former directors and
officers to the maximum extent permitted by the provisions of Title 14 of the
Georgia Business Corporation Code.
Louisiana. Section 83A(1) of the Louisiana Business Corporation Law permits
corporations to indemnify any person who was or is a party or is threatened to
be made a party to any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including any action by or in the right of
the corporation, by reason of the fact that he 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
business, foreign or nonprofit corporation, partnership, joint venture, or
other enterprise, against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit, or proceeding, 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 action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 83A(2) provides that, in case of actions by or in the right of the
corporation, the indemnity shall be limited to expenses, including attorneys
fees and amounts paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expense of litigating the action to
conclusion, actually and reasonably incurred in connection with the
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defense or settlement of such action, and that no indemnification shall be
made in respect of any claim, issue, or matter as to which such person shall
have been adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable for willful or intentional misconduct in
the performance of his duty to the corporation, unless, and only to the extent
that the court shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, he is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper.
Section 83(B) provides that to the extent that a director, officer, employee
or agent 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, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Any indemnification under Section 83A, unless ordered by the court, shall be
made by the corporation only as authorized in a specific case upon a
determination that the applicable standard of conduct has been met, and such
determination shall be made:
o by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding, or
o if such a quorum is not obtainable and the board of directors so directs,
by independent legal counsel, or
o by the stockholders.
The indemnification provided for by Section 83 shall not be deemed exclusive
of any other rights to which the person indemnified is entitled under any
bylaw, agreement, authorization of stockholders or directors, regardless of
whether directors authorizing such indemnification are beneficiaries thereof,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure
to the benefit of his heirs and legal representative; however, no such other
indemnification measure shall permit indemnification of any person for the
results of such person's willful or intentional misconduct.
Section 24 of the Louisiana Business Corporation Law provides that the
articles of incorporation of a corporation may contain a provision eliminating
or limiting the personal liability of a director or officer to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director or officer, provided that such provision shall not eliminate or limit
the liability of a director or officer:
o for any breach of the director's or officer's duty of loyalty to the
corporation or its stockholders.
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law.
o who knowingly or without the exercise of reasonable care and inquiry
votes in favor of a dividend paid in violation of Louisiana law, any
other unlawful distribution, payment or return of assets to be made to
the stockholders, or stock purchases or redemptions in violation of
Louisiana law.
o for any transaction from which the director or officer derived an
improper personal benefit.
Article V of the Articles of Incorporation of Crompton Monochem, Inc.
provides that, subject to several exceptions, officers and directors shall not
be liable to the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director or officer. Additionally, the Articles
of Incorporation indemnify its directors and officers to the fullest
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extent permitted by law against any expenses and costs, including attorney's
fees, in connection with any threatened, pending or completed claim, action,
suit or proceeding. Article VI of the Bylaws of Crompton Monochem, Inc.
provides that the corporation shall indemnify its currently acting and former
directors and officers to the maximum extent permitted by the provisions of
the Louisiana Business Corporation Law.
Section 1314 of the Louisiana Limited Liability Company Act provides that
members or managers of a limited liability company shall not be personally
liable to the limited liability company or its members for monetary damages
unless the member or manager acted in a grossly negligent manner, or engaged
in conduct which demonstrates a greater disregard of the duty of care than
gross negligence, including but not limited to intentional tortious conduct or
intentional breach of his duty of loyalty. Section 1315 of the Louisiana
Limited Liability Company Act provides that a limited liability company may
(1) Eliminate or limit the personal liability of a member or members, if
management is reserved to the members, or a manager or managers, if management
is vested in one or more managers, for monetary damages for breach of any
duty, and (2) Provide for indemnification of a member or members, or a manager
or managers, for judgments, settlements, penalties, fines, or expenses
incurred because he is or was a member or manager; provided that no limited
liability company shall limit or eliminate the liability of a member or
manager for the amount of a financial benefit received by a member or manager
to which he is not entitled or for an intentional violation of a criminal law.
Pursuant to Article 6 of the Articles of Organization of Weber City Road
LLC, the members of the company claim the benefits of limitation of liability
to the fullest extent allowed by law. Section 14.3 of the operating agreement
of Weber City Road LLC provides that the company may 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 by reason of the fact that he is or was a
director, officer, employee or agent of the company, or is or was serving at
the request of the company, against 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 if
he acted in good faith and in a manner that 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, if he or she had no reasonable cause to
believe such conduct was unlawful.
Neither the Articles of Incorporation nor the By-laws of Monochem, Inc.
contain provisions regarding the indemnification of directors and officers.
Minnesota. Section 302A.521 of the Minnesota Business Corporation Act
provides that a corporation shall indemnify any person who is made or is
threatened to be made a party to any proceeding by reason of the former or
present official capacity (as defined) of such person against judgments,
penalties, fines (including, without limitation, excise taxes assessed against
such person with respect to any employee benefit plan), settlements and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding if, with respect to the acts or
omissions of such person complained of in the proceeding, such person (1) has
not been indemnified therefor by another organization or employee benefit
plan; (2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal proceeding, had
no reasonable cause to believe the conduct was unlawful; and (5) reasonably
believed that the conduct was in the best interests of the corporation in the
case of acts or omissions in such person's official capacity for the
corporation or reasonably believed that the conduct was not opposed to the
best interests of the corporation in the case of acts or omissions in such
person's official capacity for other affiliated organizations. "Proceeding"
means a threatened, pending or completed civil,
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criminal, administrative, arbitration or investigative proceeding, including
one by or in the right of the corporation.
Section 4.02(j) of the Articles of Incorporation of GT Seed Treatment Inc.,
as amended, provides for the indemnification of its officers and directors, to
the extent permitted by the laws of the State of Minnesota.
New Jersey. Subsection (2) of Section 3-5, Title 14A of the New Jersey
Business Corporation Act empowers a corporation 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, arbitrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
corporate agent (i.e., a director, officer, employee or agent of the
corporation or a director, officer, trustee, employee or agent of another
related corporation or enterprise), against reasonable costs (including
attorneys' fees), judgments, fines, penalties and amounts paid in settlement
incurred by such person in connection with such action, suit or proceeding if
such person 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 proceedings, had no reasonable cause to believe that such
conduct was unlawful.
Subsection (3) of Section 3-5 empowers a corporation to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred
by him in connection with any proceeding by or in the right of the corporation
to procure a judgment in its favor which involves such corporate agent by
reason of the fact that he is or was a corporate agent if he acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect to 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 Superior Court of New Jersey or the court in which such action or suit was
brought shall determine that despite the adjudication of liability, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Subsection (4) of Section 3-5 provides that to the extent that a corporate
agent has been successful in the defense of any action, suit or proceeding
referred to in subsections (2) and (3) or in the defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) incurred by him in connection therewith; subsection (8) of
Section 3-5 provides that indemnification provided for by Section 3-5 shall
not be deemed exclusive of any rights to which the indemnified party may be
entitled; and subsection (9) of Section 3-5 empowers a corporation to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or expenses incurred by him in any
such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities and
expenses under Section 3-5.
Article FIFTH of the Certificate of Incorporation of Crompton Manufacturing
Company, Inc. provides that the corporation shall have the power to indemnify
every corporate agent to the full extent permitted by Section 305, and as
otherwise permitted by law. Article IX of the By-Laws of Crompton Manufacturing
Company, Inc. provides for the indemnification of each and every individual 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 is or was a director, officer, or
employee of the corporation, or is or was serving at the request of the
corporation, against 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 to the full extent permitted
under New Jersey law.
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Pennsylvania. Pursuant to Sections 1741-1743 of the Pennsylvania Business
Corporation Law (the "PBCL"), a corporation has the power to indemnify its
directors and officers against liabilities they may incur in such capacities
provided certain standards are met, including good faith and the belief that
the particular action is in, or not opposed to, the best interests of the
corporation and, with respect to a criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. In general, this power to
indemnify does not exist in the case of actions against a director or officer
by or in the right of the corporation if the person entitled to
indemnification will have been adjudged to be liable to the corporation unless
and to the extent that the person is adjudged to be fairly and reasonably
entitled to indemnity. A 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 provides that the foregoing provisions shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under, among other things, any by-law provision, provided that
no indemnification may be made 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.
Article VI of the Bylaws of CNK Chemical Realty Corporation provides that
the corporation shall indemnify its currently acting and former directors and
officers to the maximum extent permitted by the provisions of the PBCL.
II-8
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT INCORPORATED BY
NUMBERS DESCRIPTION REFERENCE TO
- ------- ----------- ------------
3.1a Amended and Restated Certificate of Incorporation of Crompton Exhibit 3(i)(a) to the Form 10-K for the
Corporation dated September 1, 1999 fiscal year ended December 31, 2001 (the "2001
Form 10-K")
3.1b Certificate of Amendment of Amended and Restated Certificate of Exhibit 3(i)(b) to the 2001 Form 10-K
Incorporation of Crompton Corporation dated April 27, 2000
3.1c Certificate of Change of Location of Registered Office and of Exhibit 3(i)(c) to the 2001 Form 10-K
Registered Agent dated May 18, 2000
3.1d Articles of Incorporation of CNK Chemical Realty Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1e Articles of Amendment to Articles of Incorporation of CNK Chemical Amendment No. 1 to Registration Statement on
Realty Corporation Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1f Statement of Change of Registered Office of CNK Chemical Realty Amendment No. 1 to Registration Statement on
Corporation Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1g Certificate of Incorporation of Dyes & Chemicals Corporation (1) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1h Certificate of Amendment of Certificate of Incorporation of Dyes & Amendment No. 1 to Registration Statement on
Chemicals Corporation (1) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1i Certificate of Amendment of Certificate of Incorporation of Amendment No. 1 to Registration Statement on
Crompton & Knowles Colors Incorporated (1) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1j Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Crompton Colors Incorporated Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1k Certificate of Incorporation of CK Holding Corporation (2) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1l Certificate of Amendment of CK Holding Corporation (2) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
- ---------------
(1) Predecessor of Crompton Colors Incorporated.
(2) Predecessor of Crompton Holding Corporation.
II-9
3.1m Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Crompton Holding Corporation Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1n Certificate of Incorporation of Witco Europe Financial Services Amendment No. 1 to Registration Statement on
Company (3) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1o Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Witco Europe Financial Services Company (3) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1p Certificate of Amendment of Certificate of Incorporation of Witco Amendment No. 1 to Registration Statement on
Europe Financial Services Company (3) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1q Certificate of Amendment of Certificate of Incorporation of CK Amendment No. 1 to Registration Statement on
Witco Europe Financial Services Company (3) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1r Articles of Incorporation of Crompton Monochem, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1s Certificate of Incorporation of Crompton Sales Company, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1t Certificate of Merger of Crompton Sales Company, Inc. and Filed herewith
Uniroyal Chemical Company, Inc.
3.1u Certificate of Incorporation of Davis-Standard Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1v Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Davis-Standard Corporation Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1w Articles of Incorporation of Gustafson International Company (4) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1x Statement of Change of Registered Office of Gustafson International Amendment No. 1 to Registration Statement on
Company (4) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1y Amendment to the Articles of Incorporation of Gustafson Amendment No. 1 to Registration Statement on
International Company (4) Form S-4, Registration Number 333-119641,
filed December 3, 2004
- ---------------
(3) Predecessor of Crompton Europe Financial Services Company.
(4) Predecessor of GT Seed International Company.
II-10
3.1z Certificate of Merger of GT Seed International Company into Amendment No. 2 to Registration Statement on
Uniroyal Chemical Company, Inc. Form S-4, Registration Number 333-119641,
filed December 27, 2004
3.1aa Articles of Incorporation of F-M Engineering Company, Incorporated Amendment No. 1 to Registration Statement on
(5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1bb Articles of Amendment of Articles of Incorporation of F-M Amendment No. 1 to Registration Statement on
Engineering Company, Incorporated (5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1cc Agreement of Merger of F-M Engineering Company, Incorporated and Amendment No. 1 to Registration Statement on
Ben Gustafson & Son Manufacturing Co. (5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1dd Articles of Amendment of Articles of Incorporation of Gustafson Amendment No. 1 to Registration Statement on
Manufacturing Company, Inc. (5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ee Certificate of Amendment of Articles of Incorporation of Gustafson Amendment No. 1 to Registration Statement on
Manufacturing Company, Inc. (5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ff Certificate of Amendment to Articles of Incorporation of Gustafson, Amendment No. 1 to Registration Statement on
Inc. (5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1gg Certificate of Name Change of Gustafson, Inc. (5) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1hh Notice of Change of Registered Office--Registered Agent of GT Seed Amendment No. 1 to Registration Statement on
Treatment, Inc. Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ii Articles of Incorporation of CNK Corporation (6) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1jj Articles and Plan of Merger of CNK Corporation into and with Kem Amendment No. 1 to Registration Statement on
Manufacturing Corporation (6) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1kk Change of Registered Agent of Kem Manufacturing Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
- ---------------
(5) Predecessor of GT Seed Treatment, Inc.
(6) Predecessor of Kem Manfacturing Corporation.
II-11
3.1ll Articles of Incorporation of Monochem, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1mm Articles of Amendment of Articles of Incorporation of Monochem, Amendment No. 1 to Registration Statement on
Inc. Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1nn Notice of Change of Registered Office and/or Change of Registered Amendment No. 1 to Registration Statement on
Agent of Monochem, Inc. Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1oo Certificate of Incorporation of Naugatuck Treatment Company Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1pp Notice of New Address of Statutory Agent for Service of Naugatuck Amendment No. 1 to Registration Statement on
Treatment Company Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1qq Certificate of Domestication of Uniroyal Chemical Company Limited Amendment No. 1 to Registration Statement on
(7) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1rr Certificate of Incorporation of Uniroyal Chemical Company Limited Amendment No. 1 to Registration Statement on
(7) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ss Certificate of Amendment of Certificate of Incorporation of Amendment No. 1 to Registration Statement on
Uniroyal Chemical Company Limited (7) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1tt Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Uniroyal Chemical Company Limited (Delaware) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1uu Certificate of Incorporation of Crompton Manufacturing Company, Amendment No. 1 to Registration Statement on
Inc. (8) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1vv Certificate of Amendment of Certificate of Incorporation of Amendment No. 1 to Registration Statement on
Crompton Manufacturing Company, Inc. (8) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ww Certificate of Incorporation of Uniroyal Chemical Company, Inc. (9) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
- ---------------
(7) Predecessor of Uniroyal Chemical Company Limited (Delaware).
(8) Predecessor of Uniroyal Chemical Company, Inc.
(9) Predecessor of Crompton Manufacturing Company, Inc.
II-12
3.1xx Certificate of Amendment to Certificate of Incorporation of Amendment No. 1 to Registration Statement on
Uniroyal Chemical Company, Inc. (9) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1yy Certificate of Amendment to Certificate of Incorporation of Amendment No. 1 to Registration Statement on
Crompton Manufacturing Company, Inc. (9) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1zz Certificate of Merger of Crompton Sales Company, Inc. and Uniroyal Filed herewith
Chemical Company, Inc. (9)
3.1aaa Certificate of Incorporation of Uniroyal Chemical Export Limited Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1bbb Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Uniroyal Chemical Export Limited Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ccc Certificate of Incorporation of Uniroyal Chemical Leasing Company, Amendment No. 1 to Registration Statement on
Inc. Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ddd Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Uniroyal Chemical Leasing Company, Inc. Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1eee Articles of Organization of Weber City Road LLC Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2a By-laws of Crompton Corporation Exhibit 3(ii) to the 2001 Form 10-K
3.2b By-laws of CNK Chemical Realty Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2c By-laws of Crompton Colors Incorporated Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2d By-laws of Crompton Holding Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2e By-laws of Crompton Europe Financial Services Company Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
- ---------------
(9) Predecessor of Crompton Manufacturing Company, Inc.
II-13
3.2f By-laws of Crompton Monochem, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2g By-laws of Davis-Standard Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2h Amended and Restated By-laws of GT Seed Treatment, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2i Amended and Restated By-laws of Kem Manufacturing Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2j By-laws of Monochem, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2k By-laws of Naugatuck Treatment Company Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2l Articles of Association of Uniroyal Chemical Company Limited Amendment No. 1 to Registration Statement on
(Delaware) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2m By-laws of Uniroyal Chemical Company, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2n By-laws of Uniroyal Chemical Company, Inc. (1) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2o By-laws of Uniroyal Chemical Export Limited Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2p By-laws of Uniroyal Chemical Leasing Company, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2q Operating Agreement of Weber City Road LLC Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
4.1 Rights Agreement dated as of September 2, 1999, by and between the Exhibit 4.1 to the Form 8-A dated September
Registrant and ChaseMellon Shareholder Services, L.L.C., as Rights 28, 1999
Agent
- ---------------
(1) Predecessor of Crompton Manufacturing Company, Inc.
II-14
4.2 Form of Indenture, dated as of February 1, 1993, by and between Post-Effective Amendment No. 2 to the
Witco and the Chase Manhattan Bank, N.A., as Trustee, relating to Registration Statement on Form S-3,
Witco's 6.60% Notes due 2003, 7.75% Debentures due 2023, 6 1/8% Registration No. 33-58066, filed March 19,
Notes due 2006 and 6 7/8% Debentures due 2026, including form of 1993
securities (the "1993 Indenture")
4.3 Form of First Supplemental Indenture, dated February 1, 1996, by Registration Statement on Form S-3,
and among Witco, Chase Manhattan Bank, N.A., the Initial Trustee, Registration Number 33-065203, filed January
and Fleet National Bank of Connecticut, the Note Trustee, to the 25, 1996
1993 Indenture, relating to Witco's 6 1/8% Notes due 2006 and 6 7/
8% Notes due 2026
4.4 Second Supplemental Indenture, dated as of August 5, 2004, between Registration Statement on Form S-4,
Crompton Corporation and U.S. Bank, National Association, to the Registration Number
1993 Indenture 333-119641, filed October 8, 2004
4.5 Indenture, dated as of August 16, 2004, among Crompton Corporation, Registration Statement on Form S-4,
the Guarantors listed on Schedule A thereto, Wells Fargo Bank, Registration Number
National Association, as trustee and Deutsche Bank Trust Company 333-119641, filed October 8, 2004
Americas as Note Custodian, Paying Agent and Registrar, relating to
the Company's 9 7/8% Senior Notes due 2012
4.6 Indenture, dated as of August 16, 2004, among Crompton Corporation, Registration Statement on Form S-4,
the Guarantors listed on Schedule A thereto, Wells Fargo Bank, Registration Number
National Association, as trustee and Deutsche Bank Trust Company 333-119641, filed October 8, 2004
Americas as Note Custodian, Paying Agent and Registrar, relating to
the Company's Senior Floating Rate Notes due 2010
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP Filed herewith
5.2 Opinion of Lynn A. Schefsky, Senior Vice President and General Filed herewith
Counsel of Crompton Corporation
10.1 Supplemental Medical Reimbursement Plan Exhibit 10(n) to the Crompton & Knowles Form
10-K for the fiscal year ended December 27,
1980 (the "1980 Form 10-K")
10.2 Supplemental Dental Reimbursement Plan Exhibit 10(o) to the 1980 Form 10-K
10.3 Form of Employment Agreement dated as of July 29, 2002, by and Exhibit 10.1 to the Form 10-Q for the period
between Crompton Corporation and various of its executive officers ended September 30, 2002 (the "September 30,
2002 Form 10-Q")
10.4 Form of Employment Agreement dated as of August 21, 1996, between a Exhibit 10.28 to the Uniroyal Chemical Company
subsidiary of Crompton Corporation and three executive officers of Form 10-K for the fiscal year ended September
Crompton Corporation 28, 1996 (the "1996 Form 10-K")
II-15
10.5 Form of Supplemental Retirement Agreement dated as of August 21, Exhibit 10.30 to the 1996 Form 10-K
1996, between a subsidiary of Crompton Corporation and two
executive officers of Crompton Corporation
10.6 Supplemental Retirement Agreement Trust Agreement dated October 20, Exhibit 10(I) to the Crompton & Knowles Form
1993, between Crompton Corporation (as successor to Crompton & 10-K for the fiscal year ended December 25,
Knowles) and Shawmut Bank, N.A. 1993
10.7 Crompton Corporation Benefit Equalization Plan, amended as of April Exhibit 10.2 to the Form 10-Q for the period
30, 2002 ended March 31, 2002 (the "March 31, 2002 Form
10-Q")
10.8 Crompton Corporation Amended Benefit Equalization Plan, dated Exhibit 10.2 to the September 30, 2002 Form
October 22, 2002 10-Q
10.9 Amended Benefit Equalization Plan Trust Agreement dated October 20, Exhibit 10(n) to the Crompton & Knowles Form
1993, between Crompton Corporation (as successor to Crompton & 10-K for the fiscal year ended December 25,
Knowles) and Shawmut Bank, N.A. 1993
10.10 Amended Crompton Corporation 1988 Long Term Incentive Plan Exhibit 10.10 to the 2001 Form 10-K
10.11 Trust Agreement dated as of May 15, 1989, between Crompton Exhibit 10(w) to the Crompton & Knowles Form
Corporation (as successor to Crompton & Knowles) and Shawmut 10-K for the fiscal year ended December 30,
Worcester County Bank, N.A. and First Amendment thereto dated as of 1989
February 8, 1990
10.12 Restricted Stock Plan for Directors of Crompton Corporation (as Exhibit 10(z) to the Crompton & Knowles Form
successor to Crompton & Knowles) approved by the stockholders on 10-K for the fiscal year ended December 28,
April 9, 1991 1991
10.13 Amended 1993 Stock Option Plan for Non-Employee Directors Exhibit 10.21 to the Crompton & Knowles Form
10-K for the fiscal year ended December 26,
1998 (the "1998 Form 10-K")
10.14 UCC Purchase Right Plan, as amended and restated as of March 16, Exhibit 10.1 to the Uniroyal Chemical Company
1995 Form 10-Q for the period ended April 2, 1995
10.15 Form of Amended and Restated 1996-1998 Long Term Performance Award Exhibit 10.27 to the Crompton & Knowles Form
Agreement entered into in 1996 between Crompton Corporation (as 10-K for the fiscal year ended December 27,
successor to Crompton & Knowles) or one of its subsidiaries and 1997
thirteen of the executive officers of Crompton & Knowles
10.16 Second Amended and Restated Lease Agreement between the Middlebury Exhibit 10 to the Uniroyal Chemical Company
Partnership, as Lessor, and Uniroyal, as Lessee, dated as of August Form 10-Q for the quarter ended September 27,
28, 1997 1997
II-16
10.17 Form of Receivables Sale Agreement, dated as of December 11, 1998, Exhibit 10.291 to the 1998 Form 10-K
by and among Crompton Corporation (as successor to Crompton &
Knowles), as Initial Collection Agent, Crompton & Knowles
Receivables Corporation, as Seller, ABN AMRO Bank N.V., as Agent,
the Enhancer, and the Liquidity Provider, and Windmill Funding
Corporation
10.18 Amended and Restated Receivables Sale Agreement, dated as of Exhibit 10.201 to the 2001 Form 10-K
January 18, 2002, among Crompton & Knowles Receivables Corporation,
as the Seller, Crompton Corporation, as the Initial Collection
Agent, ABN AMRO Bank N.V., as the Agent, certain liquidity
providers, ABN AMRO Bank, N.V., as the Enhancer, and Amsterdam
Funding Corporation
10.19 First Amendment dated as of January 17, 2003, to the Amended and Exhibit 10.202 to the Form 10-K for the fiscal
Restated Receivables Sale Agreement, dated as of January 18, 2002, year ended December 31, 2002
among Crompton & Knowles Receivables Corporation, as the Seller,
Crompton Corporation, as the Initial Collection Agent, ABN AMRO
Bank N.V., as the Agent, certain liquidity providers, ABN AMRO
Bank, N.V., as the Enhancer, and Amsterdam Funding Corporation
10.20 Form of Receivables Purchase Agreement, dated as of December 11, Exhibit 10.292 to the 1998 Form 10-K
1998, by and among Crompton & Knowles, as Initial Collection Agent,
and certain of its subsidiaries, as Sellers, Crompton & Knowles
Receivables Corporation, as Buyer, and ABN AMRO Bank N.V., as Agent
10.21 Amendment Number 1 dated as of December 9, 1999, to the Receivables Exhibit 10.265 to Form 10-K for the fiscal
Purchase Agreement, dated as of December 11, 1998, by and among year ended December 31, 2000 (the "2000 Form
Crompton Corporation (f/k/a/ CK Witco Corporation (as successor by 10-K")
merger to Crompton & Knowles)), as Initial Collection Agent, and
certain of its subsidiaries, as Sellers, Crompton & Knowles
Receivables Corporation, as Buyer, and ABN AMRO Bank N.V., as Agent
10.22 Amendment Number 2 dated as of November 20, 2000, to the Exhibit 10.266 to the 2000 Form 10-K
Receivables Purchase Agreement, dated as of December 11, 1998, by
and among Crompton Corporation (as successor to Crompton &
Knowles), as Initial Collection Agent, and certain of its
subsidiaries, as Sellers, Crompton & Knowles Receivables
Corporation, as Buyer, and ABN AMRO Bank N.V., as Agent
II-17
10.23 Amendment Number 3 dated as of February 1, 2001, to the Receivables Exhibit 10.267 to the 2000 Form 10-K
Purchase Agreement dated as of December 11, 1998, by and among
Crompton Corporation (as successor to Crompton & Knowles), as
Initial Collection Agent, and certain of its subsidiaries, as
Sellers, Crompton & Knowles Receivables Corporation, as Buyer, and
ABN AMRO Bank N.V., as Agent
10.24 Amendment Number 4 dated as of April 15, 2003, to the Receivables Exhibit 10.2 to the 10-Q for the quarter ended
Purchase Agreement dated as of December 11, 1998, by and among March 31, 2003 (the "March 31, 2003 10-Q")
Crompton Corporation (as successor to Crompton & Knowles), as
initial Collection Agent, and certain of its subsidiaries, as
Sellers, Crompton & Knowles Receivables Corporation, as Buyer, and
ABN AMRO Bank N.V., as Agent
10.25 Letter Agreement dated as of January 18, 2002, to the Receivables Exhibit 10.206 to the 2001 Form 10-K
Purchase Agreement dated as of December 11, 1998, by an among
Crompton Corporation (as successor to Crompton & Knowles), as
Initial Collection Agent, and certain of its subsidiaries, as
Sellers, Crompton & Knowles Receivables Corporation, as Buyer, and
Crompton Sales Company, Inc. and ABN AMRO Bank N.V., as Agent
10.26 Letter Agreement dated as of April 15, 2003, to the Receivables Exhibit 10.3 to the March 31, 2003 10-Q
Purchase Agreement dated as of December 11, 1998, by and among
Crompton Corporation (as successor to Crompton & Knowles), as
Initial Collection Agent, and certain of its subsidiaries, as
Sellers, Crompton & Knowles Receivables Corporation, as Buyer, and
Crompton Europe B.V., Crompton B.V. and ABN AMRO Bank N.V. as Agent
10.27 Amended Crompton Corporation 1998 Long Term Incentive Plan Exhibit 10.21 to the 2001 Form 10-K
10.28 Amended and Restated Employment Agreement by and between Crompton Exhibit 10.1 to the Crompton & Knowles Form
Corporation (as successor to Crompton & Knowles) and Vincent A. 10-Q for the quarter ended June 26, 1999
Calarco dated May 31, 1999
10.29 Form of Merger Synergy Restricted Stock Agreement, dated as of Exhibit 10.32 to the 1999 Form 10-K
October 19, 1999, by and between Crompton Corporation and various
of its executive officers
10.30 Form of Supplemental Retirement Agreement, dated as of October 21, Exhibit 10.35 to the 1999 Form 10-K
1999, by and between Crompton Corporation and various of its
executive officers
10.31 Form of 2001-2002 Long Term Incentive Award Agreement, dated as of Exhibit 10 to the Form 10-Q for the quarter
January 31, 2001, by and between Crompton Corporation and various ended March 31, 2001
of its executive officers
II-18
10.32 Form of 2002-2004 Long-Term Incentive Award Agreement, dated as of Exhibit 10.1 to the Form 10-Q for the quarter
March 26, 2002, by and between Crompton Corporation and various of ended March 31, 2002
its executive officers
10.33 Form of Amendment 2003-1 to the Supplemental Retirement Agreement Exhibit 10.27 to the 2003 Form 10-K
dated various dates in December 2003 by and between Crompton
Corporation and various of its executive officers
10.34 Employment Agreement by and between Crompton Corporation and Robert Exhibit 10.28 to the 2003 Form 10-K
L. Wood dated January 7, 2004
10.35 Form of 2004 Management Incentive Plan dated as of February 18, Exhibit 10.29 to the 2003 Form 10-K
2004 by and between Crompton Corporation and various key management
personnel
10.36 Form of 2004-2006 Long Term Incentive Award Agreement dated Exhibit 10.30 to the 2003 Form 10-K
February 3, 2004 by and between Crompton Corporation and various of
its executive officers
10.37 Sixth Amendment dated as of April 15, 2004, to the Amended and Exhibit 10.2 to the March 31, 2004 10-Q
Restated Receivables Sale Agreement dated as of January 18, 2002,
by and among Crompton & Knowles Receivables Corporation, as Seller,
Crompton Corporation, as the Initial Collection Agent, and ABN AMRO
Bank, N.V., as Enhancer and Agent
10.38 Supplement No. 1 dated as of March 26, 2004, to the Security Exhibit 10.3 to the March 31, 2004 10-Q
Agreement dated as of December 21, 2001, among Crompton
Corporation, various subsidiaries of Crompton Corporation, and
Citicorp USA, Inc., as Collateral Agent
10.39 Separation Agreement dated April 27, 2004 by and between Crompton Exhibit 10.2 to the June 30, 2004 10-Q
Corporation and Vincent A. Calarco
10.40 Separation Agreement dated June 22, 2004 by and between Crompton Exhibit 10.3 to the June 30, 2004 10-Q
Corporation and Peter Barna
10.41 Consulting Agreement dated June 7, 2004 by and between Crompton Exhibit 10.4 to the June 30, 2004 10-Q
Corporation and Vincent A. Calarco
10.42 Change In Control Agreement dated as of September 13, 2004, between Exhibit 10.1 to the Form 8-K filed on
Crompton Corporation and each of Karen R. Osar, Myles S. Odaniell, September 15, 2004
Lynn A. Schefsky, and Gregory E. McDaniel
II-19
10.43 Credit Agreement, dated as of August 16, 2004, among Crompton Registration Statement on Form S-4,
Corporation, a Delaware corporation, the Lenders from time to time Registration Number
party thereto, Deutsche Bank AG, Cayman Islands Branch, as Deposit 333-119641, filed October 8, 2004
Bank, and Deutsche Bank AG New York Branch, as Administrative Agent
10.44 Second Amended and Restated Receivables Sale Agreement, dated as of Registration Statement on Form S-4,
August 16, 2004, among Crompton & Knowles Receivables Corporation, Registration Number
as the Seller, Crompton Corporation, as the Initial Collection 333-119641, filed October 8, 2004
Agent, ABN AMRO Bank N.V., as the Agent, the Liquidity Providers
from time to time party thereto, and Amsterdam Funding Corporation
10.45 Amendment Number 5 dated as of August 16, 2004, to the Receivables Registration Statement on Form S-4,
Purchase Agreement dated as of December 11, 1998, by and among Registration Number
Crompton Corporation (as successor to Crompton & Knowles), as 333-119641, filed October 8, 2004
initial Collection Agent, and certain of its subsidiaries, as
Sellers, Crompton & Knowles Receivables Corporation, as Buyer, and
ABN AMRO Bank N.V., as Agent
10.46 Registration Rights Agreement, dated as of August 16, 2004, among Registration Statement on Form S-4,
Crompton Corporation, and the subsidiaries of Crompton Corporation Registration Number
listed on Schedule I attached thereto, Deutsche Bank Securities 333-119641, filed October 8, 2004
Inc., Bank Of America Securities LLC, Citigroup Global Markets Inc.
And Credit Suisse First Boston LLC as initial purchasers
10.47 Security Agreement, dated as of August 16, 2004, among Crompton Registration Statement on Form S-4,
Corporation, certain of its subsidiaries from time to time party Registration Number
thereto and Deutsche Bank AG New York Branch, as Collateral Agent 333-119641, filed October 8, 2004
10.48 Pledge Agreement, dated as of August 16, 2004, among Crompton Registration Statement on Form S-4,
Corporation, certain of its subsidiaries from time to time to time Registration Number
party thereto and Deutsche Bank AG New York Branch, as Pledgee 333-119641, filed October 8, 2004
10.49 Subsidiaries Guaranty, dated as of August 16, 2004, among certain Registration Statement on Form S-4,
subsidiaries of Crompton Corporation and Deutsche Bank AG New York Registration Number
Branch, as Administrative Agent 333-119641, filed October 8, 2004
15 Accountants' acknowledgment Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
21 Subsidiaries of the registrant Exhibit 21 to the 2003 Form 10-K
II-20
23 Consent of KPMG LLP Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
24.1 Power of Attorney Registration Statement on Form S-4,
Registration Number
333-119641, filed October 8, 2004
24.2 Power of Attorney Amendment No. 2 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 27, 2004
24.3 Substitute Power of Attorney Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
25.1 Statement of Eligibility of Trustee regarding the 9 7/8% Senior Registration Statement on Form S-4,
Notes due 2012 Registration Number
333-119641, filed October 8, 2004
25.2 Statement of Eligibility of Trustee regarding the Senior Floating Registration Statement on Form S-4,
Rate Notes due 2010 Registration Number
333-119641, filed October 8, 2004
99.1 Form of Letter to Clients Registration Statement on Form S-4,
Registration Number
333-119641, filed October 8, 2004
99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Registration Statement on Form S-4,
Companies and Other Nominees Registration Number
333-119641, filed October 8, 2004
II-21
ITEM 22. UNDERTAKINGS.
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.
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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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;
(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 (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.
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
II-22
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.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
CROMPTON CORPORATION
By: /s/ Robert L. Wood
---------------------------------
Name: Robert L. Wood
Title: President, Chief Executive
Officer and Chairman of the
Board of Directors
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/ Robert L. Wood President, Chief Executive Officer and January 18, 2005
------------------------------ Chairman of the Board of Directors
Robert L. Wood (Principal Executive Officer)
*/s/ Karen R. Osar Executive Vice President and Chief January 18, 2005
------------------------------ Financial Officer
Karen R. Osar (Principal Financial Officer)
*/s/ Robert A. Fox Director January 18, 2005
------------------------------
Robert A. Fox
*/s/ Roger L. Headrick Co-Lead Director January 18, 2005
------------------------------
Roger L. Headrick
*/s/ Leo I. Higdon, Jr. Director January 18, 2005
------------------------------
Leo I. Higdon, Jr.
*/s/ C.A. (Lance) Piccolo Co-Lead Director January 18, 2005
------------------------------
C.A. (Lance) Piccolo
*/s/ Bruce F. Wesson Director January 18, 2005
------------------------------
Bruce F. Wesson
*/s/ Patricia K. Woolf Director January 18, 2005
------------------------------
Patricia K. Woolf
*By: /s/ Eric C. Wisnefsky
------------------------------
Eric C. Wisnefsky
Attorney-in-fact
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
CNK CHEMICAL REALTY CORPORATION
CROMPTON COLORS INCORPORATED
UNIROYAL CHEMICAL EXPORT LIMITED
By: /s/ Eric C. Wisnefsky
------------------------------------
Name: Eric C. Wisnefsky
Title: Treasurer
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/ Lynn A. Schefsky President and Director January 18, 2005
- ---------------------- (Principal Executive Officer)
Lynn A. Schefsky
/s/ Eric C. Wisnefsky Treasurer January 18, 2005
- --------------------- (Principal Financial Officer)
Eric C. Wisnefsky
*/s/ Karen R. Osar Director January 18, 2005
- ----------------------
Karen R. Osar
*By: /s/ Eric C. Wisnefsky
---------------------
Eric C. Wisnefsky
Attorney-in-fact
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
CROMPTON HOLDING CORPORATION
By: /s/ Eric C. Wisnefsky
----------------------------------------
Name: Eric C. Wisnefsky
Title: Vice President and Treasurer
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/ Lynn A. Schefsky President and Director January 18, 2005
- --------------------- (Principal Executive Officer)
Lynn A. Schefsky
/s/ Eric C. Wisnefsky Vice President and Treasurer January 18, 2005
- ---------------------
Eric C. Wisnefsky (Principal Financial Officer)
*/s/ Karen R. Osar Director January 18, 2005
- ---------------------
Karen R. Osar
*By: /s/ Eric C. Wisnefsky
---------------------
Eric C. Wisnefsky
Attorney-in-fact
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
UNIROYAL CHEMICAL COMPANY, INC.
By: /s/ Eric C. Wisnefsky
------------------------------------
Name: Eric C. Wisnefsky
Title: Vice President and Treasurer
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/ Lynn A. Schefsky President January 18, 2005
- --------------------- (Principal Executive Officer)
Lynn A. Schefsky
/s/ Eric C. Wisnefsky Vice President and Treasurer January 18, 2005
- --------------------- (Principal Financial Officer)
Eric C. Wisnefsky
*/s/ Karen R. Osar Director January 18, 2005
- ---------------------
Karen R. Osar
*/s/ Lynn A. Schefsky Director January 18, 2005
- ---------------------
Lynn A. Schefsky
*By: /s/ Eric C. Wisnefsky
---------------------
Eric C. Wisnefsky
Attorney-in-fact
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
CROMPTON MANUFACTURING COMPANY, INC.
By: /s/ Eric C. Wisnefsky
----------------------------------------
Name: Eric C. Wisnefsky
Title: Vice President and Treasurer
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/ Robert B. Weiner President January 18, 2005
- --------------------- (Principal Executive Officer)
Robert B. Weiner
/s/ Eric C. Wisnefsky Vice President and Treasurer January 18, 2005
- --------------------- (Principal Financial Officer)
Eric C. Wisnefsky
*/s/ Karen R. Osar Director January 18, 2005
- ---------------------
Karen R. Osar
*/s/ Lynn A. Schefsky Director January 18, 2005
- ---------------------
Lynn A. Schefsky
*By: /s/ Eric C. Wisnefsky
---------------------
Eric C. Wisnefsky
Attorney-in-fact
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
UNIROYAL CHEMICAL COMPANY LIMITED
(DELAWARE)
By: /s/ Eric C. Wisnefsky
--------------------------------------
Name: Eric C. Wisnefsky
Title: Treasurer
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/ Lynn A. Schefsky President January 18, 2005
- --------------------- (Principal Executive Officer)
Lynn A. Schefsky
/s/ Eric C. Wisnefsky Treasurer January 18, 2005
- --------------------- (Principal Financial Officer)
Eric C. Wisnefsky
*/s/ Karen R. Osar Director January 18, 2005
- ---------------------
Karen R. Osar
*/s/ Lynn A. Schefsky Director January 18, 2005
- ---------------------
Lynn A. Schefsky
*By: /s/ Eric C. Wisnefsky
---------------------
Eric C. Wisnefsky
Attorney-in-fact
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
CROMPTON MONOCHEM, INC.
MONOCHEM, INC.
NAUGATUCK TREATMENT COMPANY
By: /s/ Eric C. Wisnefsky
--------------------------------
Name: Eric C. Wisnefsky
Title: Treasurer
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/ Alan W. Stratton President January 18, 2005
- --------------------- (Principal Executive Officer)
Alan W. Stratton
/s/ Eric C. Wisnefsky Treasurer January 18, 2005
- --------------------- (Principal Financial Officer)
Eric C. Wisnefsky
*/s/ Karen R. Osar Director January 18, 2005
- ---------------------
Karen R. Osar
*/s/ Lynn A. Schefsky Director January 18, 2005
- ---------------------
Lynn A. Schefsky
*By: /s/ Eric C. Wisnefsky
---------------------
Eric C. Wisnefsky
Attorney-in-fact
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
DAVIS-STANDARD CORPORATION
By: /s/ Eric C. Wisnefsky
-------------------------------------
Name: Eric C. Wisnefsky
Title: Treasurer
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/ Robert W. Ackley President January 18, 2005
- --------------------- (Principal Executive Officer)
Robert W. Ackley
/s/ Eric C. Wisnefsky Treasurer January 18, 2005
- --------------------- (Principal Financial Officer)
Eric C. Wisnefsky
*/s/ Karen R. Osar Director January 18, 2005
- ---------------------
Karen R. Osar
*/s/ Lynn A. Schefsky Director January 18, 2005
- ---------------------
Lynn A. Schefsky
*By: /s/ Eric C. Wisnefsky
---------------------
Eric C. Wisnefsky
Attorney-in-fact
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
KEM MANUFACTURING CORPORATION
By: /s/ Eric C. Wisnefsky
--------------------------------------
Name: Eric C. Wisnefsky
Title: Treasurer
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/ Lynn A. Schefsky President and Director January 18, 2005
- --------------------- (Principal Executive Officer)
Lynn A. Schefsky
/s/ Eric C. Wisnefsky Treasurer January 18, 2005
- --------------------- (Principal Financial Officer)
Eric C. Wisnefsky
*/s/ Karen R. Osar Director January 18, 2005
- ---------------------
Karen R. Osar
*/s/ Arthur C. Fullerton Director January 18, 2005
- -----------------------
Arthur C. Fullerton
*By: /s/ Eric C. Wisnefsky
---------------------
Eric C. Wisnefsky
Attorney-in-fact
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
CROMPTON EUROPE FINANCIAL SERVICES
COMPANY
By: /s/ Eric C. Wisnefsky
-----------------------------------
Name: Eric C. Wisnefsky
Title: Vice President and Treasurer
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/ Karen R. Osar President and Director January 18, 2005
- --------------------- (Principal Executive Officer)
Karen R. Osar
/s/ Eric C. Wisnefsky Vice President and Treasurer January 18, 2005
- --------------------- (Principal Financial Officer)
Eric C. Wisnefsky
*/s/ Lynn A. Schefsky Director January 18, 2005
- ---------------------
Lynn A. Schefsky
*By: /s/ Eric C. Wisnefsky
---------------------
Eric C. Wisnefsky
Attorney-in-fact
II-33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
UNIROYAL CHEMICAL LEASING COMPANY, INC.
By: /s/ Eric C. Wisnefsky
-------------------------------------
Name: Eric C. Wisnefsky
Title: President and Treasurer
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/ Eric C. Wisnefsky President and Treasurer January 18, 2005
- --------------------- (Principal Executive Officer and Principal Financial
Eric C. Wisnefsky Officer)
*/s/ Karen R. Osar Vice President and Director January 18, 2005
- ---------------------
Karen R. Osar
*/s/ Lynn A. Schefsky Director January 18, 2005
- ---------------------
Lynn A. Schefsky
*By: /s/ Eric C. Wisnefsky
---------------------
Eric C. Wisnefsky
Attorney-in-fact
II-34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Connecticut, on January 18, 2005.
WEBER CITY ROAD LLC
By: /s/ Eric C. Wisnefsky
----------------------------------
Name: Eric C. Wisnefsky
Title: Treasurer
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/ Robert B. Weiner President January 18, 2005
- --------------------- (Principal Executive Officer)
Robert B. Weiner
/s/ Eric C. Wisnefsky Treasurer January 18, 2005
- --------------------- (Principal Financial Officer)
Eric C. Wisnefsky
*/s/ Arthur C. Fullerton Secretary, Uniroyal Chemical Company Inc. January 18, 2005
- ----------------------- (Sole Member)
Arthur C. Fullerton
*By: /s/ Eric C. Wisnefsky
---------------------
Eric C. Wisnefsky
Attorney-in-fact
II-35
EXHIBIT INDEX
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
3.1a Amended and Restated Certificate of Incorporation of Crompton Exhibit 3(i)(a) to the Form 10-K for the
Corporation dated September 1, 1999 fiscal year ended December 31, 2001 (the "2001
Form 10-K")
3.1b Certificate of Amendment of Amended and Restated Certificate of Exhibit 3(i)(b) to the 2001 Form 10-K
Incorporation of Crompton Corporation dated April 27, 2000
3.1c Certificate of Change of Location of Registered Office and of Exhibit 3(i)(c) to the 2001 Form 10-K
Registered Agent dated
May 18, 2000
3.1d Articles of Incorporation of CNK Chemical Realty Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1e Articles of Amendment to Articles of Incorporation of CNK Chemical Amendment No. 1 to Registration Statement on
Realty Corporation Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1e Articles of Amendment to Articles of Incorporation of CNK Chemical Amendment No. 1 to Registration Statement on
Realty Corporation Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1f Statement of Change of Registered Office of CNK Chemical Realty Amendment No. 1 to Registration Statement on
Corporation Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1g Certificate of Incorporation of Dyes & Chemicals Corporation (1) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1h Certificate of Amendment of Certificate of Incorporation of Dyes & Amendment No. 1 to Registration Statement on
Chemicals Corporation (1) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1i Certificate of Amendment of Certificate of Incorporation of Amendment No. 1 to Registration Statement on
Crompton & Knowles Colors Incorporated (1) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1j Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Crompton Colors Incorporated Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1k Certificate of Incorporation of CK Holding Corporation (2) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1l Certificate of Amendment of CK Holding Corporation (2) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
- ---------------
(1) Predecessor of Crompton Colors Incorporated.
(2) Predecessor of Crompton Holding Corporation.
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
3.1m Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Crompton Holding Corporation Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1n Certificate of Incorporation of Witco Europe Financial Services Amendment No. 1 to Registration Statement on
Company (3) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1o Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Witco Europe Financial Services Company (3) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1p Certificate of Amendment of Certificate of Incorporation of Witco Amendment No. 1 to Registration Statement on
Europe Financial Services Company (3) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1q Certificate of Amendment of Certificate of Incorporation of CK Amendment No. 1 to Registration Statement on
Witco Europe Financial Services Company (3) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1r Articles of Incorporation of Crompton Monochem, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1s Certificate of Incorporation of Crompton Sales Company, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1t Certificate of Merger of Crompton Sales Company, Inc. and Filed herewith
Uniroyal Chemical Company, Inc.
3.1u Certificate of Incorporation of Davis-Standard Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1v Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Davis-Standard Corporation Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1w Articles of Incorporation of Gustafson International Company (4) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1x Statement of Change of Registered Office of Gustafson International Amendment No. 1 to Registration Statement on
Company (4) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1y Amendment to the Articles of Incorporation of Gustafson Amendment No. 1 to Registration Statement on
International Company (4) Form S-4, Registration Number 333-119641,
filed December 3, 2004
- ---------------
(3) Predecessor of Crompton Europe Financial Services Company.
(4) Predecessor of GT Seed International Company.
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
3.1z Certificate of Merger of GT Seed International Company into Amendment No. 2 to Registration Statement on
Uniroyal Chemical Company, Inc. Form S-4, Registration Number 333-119641,
filed December 27, 2004
3.1aa Articles of Incorporation of F-M Engineering Company, Incorporated Amendment No. 1 to Registration Statement on
(5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1bb Articles of Amendment of Articles of Incorporation of F-M Amendment No. 1 to Registration Statement on
Engineering Company, Incorporated (5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1cc Agreement of Merger of F-M Engineering Company, Incorporated and Amendment No. 1 to Registration Statement on
Ben Gustafson & Son Manufacturing Co. (5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1dd Articles of Amendment of Articles of Incorporation of Gustafson Amendment No. 1 to Registration Statement on
Manufacturing Company, Inc. (5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ee Certificate of Amendment of Articles of Incorporation of Gustafson Amendment No. 1 to Registration Statement on
Manufacturing Company, Inc. (5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ff Certificate of Amendment to Articles of Incorporation of Gustafson, Amendment No. 1 to Registration Statement on
Inc. (5) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1gg Certificate of Name Change of Gustafson, Inc. (5) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1hh Notice of Change of Registered Office--Registered Agent of GT Seed Amendment No. 1 to Registration Statement on
Treatment, Inc. Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ii Articles of Incorporation of CNK Corporation (6) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1jj Articles and Plan of Merger of CNK Corporation into and with Kem Amendment No. 1 to Registration Statement on
Manufacturing Corporation (6) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1kk Change of Registered Agent of Kem Manufacturing Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
- ---------------
(5) Predecessor of GT Seed Treatment, Inc.
(6) Predecessor of Kem Manfacturing Corporation.
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
3.1ll Articles of Incorporation of Monochem, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1mm Articles of Amendment of Articles of Incorporation of Monochem, Amendment No. 1 to Registration Statement on
Inc. Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1nn Notice of Change of Registered Office and/or Change of Registered Amendment No. 1 to Registration Statement on
Agent of Monochem, Inc. Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1oo Certificate of Incorporation of Naugatuck Treatment Company Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1pp Notice of New Address of Statutory Agent for Service of Naugatuck Amendment No. 1 to Registration Statement on
Treatment Company Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1qq Certificate of Domestication of Uniroyal Chemical Company Limited Amendment No. 1 to Registration Statement on
(7) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1rr Certificate of Incorporation of Uniroyal Chemical Company Limited Amendment No. 1 to Registration Statement on
(7) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ss Certificate of Amendment of Certificate of Incorporation of Amendment No. 1 to Registration Statement on
Uniroyal Chemical Company Limited (7) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1tt Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Uniroyal Chemical Company Limited (Delaware) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1uu Certificate of Incorporation of Crompton Manufacturing Company, Amendment No. 1 to Registration Statement on
Inc. (8) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1vv Certificate of Amendment of Certificate of Incorporation of Amendment No. 1 to Registration Statement on
Crompton Manufacturing Company, Inc. (8) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ww Certificate of Incorporation of Uniroyal Chemical Company, Inc. (9) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
- ---------------
(7) Predecessor of Uniroyal Chemical Company Limited (Delaware).
(8) Predecessor of Uniroyal Chemical Company, Inc.
(9) Predecessor of Crompton Manufacturing Company, Inc.
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
3.1xx Certificate of Amendment to Certificate of Incorporation of Amendment No. 1 to Registration Statement on
Uniroyal Chemical Company, Inc. (9) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1yy Certificate of Amendment to Certificate of Incorporation of Amendment No. 1 to Registration Statement on
Crompton Manufacturing Company, Inc. (9) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1zz Certificate of Merger of Crompton Sales Company, Inc. and Uniroyal Filed herewith
Chemical Company, Inc. (9)
3.1aaa Certificate of Incorporation of Uniroyal Chemical Export Limited Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1bbb Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Uniroyal Chemical Export Limited Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ccc Certificate of Incorporation of Uniroyal Chemical Leasing Company, Amendment No. 1 to Registration Statement on
Inc. Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1ddd Certificate of Change of Location of Registered Office and of Amendment No. 1 to Registration Statement on
Registered Agent of Uniroyal Chemical Leasing Company, Inc. Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.1eee Articles of Organization of Weber City Road LLC Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2a By-laws of Crompton Corporation Exhibit 3(ii) to the 2001 Form
10-K
3.2b By-laws of CNK Chemical Realty Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2c By-laws of Crompton Colors Incorporated Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2d By-laws of Crompton Holding Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2e By-laws of Crompton Europe Financial Services Company Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
- ---------------
(9) Predecessor of Crompton Manufacturing Company, Inc.
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
3.2f By-laws of Crompton Monochem, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2g By-laws of Davis-Standard Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2h Amended and Restated By-laws of GT Seed Treatment, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2i Amended and Restated By-laws of Kem Manufacturing Corporation Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2j By-laws of Monochem, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2k By-laws of Naugatuck Treatment Company Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2l Articles of Association of Uniroyal Chemical Company Limited Amendment No. 1 to Registration Statement on
(Delaware) Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2m By-laws of Uniroyal Chemical Company, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2n By-laws of Uniroyal Chemical Company, Inc. (1) Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2o By-laws of Uniroyal Chemical Export Limited Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2p By-laws of Uniroyal Chemical Leasing Company, Inc. Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
3.2q Operating Agreement of Weber City Road LLC Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
- ---------------
(1) Predecessor of Crompton Manufacturing Company, Inc.
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
4.1 Rights Agreement dated as of September 2, 1999, by and between the Exhibit 4.1 to the Form 8-A dated September
Registrant and ChaseMellon Shareholder Services, L.L.C., as Rights 28, 1999
Agent
4.2 Form of Indenture, dated as of February 1, 1993, by and between Post-Effective Amendment No. 2 to the
Witco and the Chase Manhattan Bank, N.A., as Trustee, relating to Registration Statement on Form S-3,
Witco's 6.60% Notes due 2003, 7.75% Debentures due 2023, 6 1/8% Registration No.
Notes due 2006 and 6 7/8% Debentures due 2026, including form of 33-58066, filed March 19, 1993
securities (the "1993 Indenture")
4.3 Form of First Supplemental Indenture, dated February 1, 1996, by Registration Statement on Form S-3,
and among Witco, Chase Manhattan Bank, N.A., the Initial Trustee, Registration Number
and Fleet National Bank of Connecticut, the Note Trustee, to the 33-065203, filed January 25, 1996
1993 Indenture, relating to Witco's 6 1/8% Notes due 2006 and 6 7/
8% Notes due 2026
4.4 Second Supplemental Indenture, dated as of August 5, 2004, between Registration Statement on Form S-4,
Crompton Corporation and U.S. Bank, National Association, to the Registration Number
1993 Indenture 333-119641, filed October 8, 2004
4.5 Indenture, dated as of August 16, 2004, among Crompton Corporation, Registration Statement on Form S-4,
the Guarantors listed on Schedule A thereto, Wells Fargo Bank, Registration Number
National Association, as trustee and Deutsche Bank Trust Company 333-119641, filed October 8, 2004
Americas as Note Custodian, Paying Agent and Registrar, relating to
the Company's 9 7/8% Senior Notes due 2012
4.6 Indenture, dated as of August 16, 2004, among Crompton Registration Statement on Form S-4,
Corporation, the Guarantors listed on Schedule A thereto, Wells Registration Number
Fargo Bank, National Association, as trustee and Deutsche Bank 333-119641, filed October 8, 2004
Trust Company Americas as Note Custodian, Paying Agent and
Registrar, relating to the Company's Senior Floating Rate Notes due
2010
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP Filed herewith
5.2 Opinion of Lynn A. Schefsky, Senior Vice President and General Filed herewith
Counsel of Crompton Corporation
10.1 Supplemental Medical Reimbursement Plan Exhibit 10(n) to the Crompton & Knowles Form
10-K for the fiscal year ended December 27,
1980 (the "1980 Form 10-K"))
10.2 Supplemental Dental Reimbursement Plan Exhibit 10(o) to the 1980 Form 10-K
10.3 Form of Employment Agreement dated as of July 29, 2002, by and Exhibit 10.1 to the Form 10-Q for the period
between Crompton Corporation and various of its executive officers ended September 30, 2002 (the "September 30,
2002 Form 10-Q")
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
10.4 Form of Employment Agreement dated as of August 21, 1996, between a Exhibit 10.28 to the Uniroyal Chemical Company
subsidiary of Crompton Corporation and three executive officers of Form 10-K for the fiscal year ended September
Crompton Corporation 28, 1996 (the "1996 Form 10-K")
10.5 Form of Supplemental Retirement Agreement dated as of August 21, Exhibit 10.30 to the 1996 Form 10-K
1996, between a subsidiary of Crompton Corporation and two
executive officers of Crompton Corporation
10.6 Supplemental Retirement Agreement Trust Agreement dated October 20, Exhibit 10(I) to the Crompton & Knowles Form
1993, between Crompton Corporation (as successor to Crompton & 10-K for the fiscal year ended December 25,
Knowles) and Shawmut Bank, N.A. 1993
10.7 Crompton Corporation Benefit Equalization Plan, amended as of April Exhibit 10.2 to the Form 10-Q for the period
30, 2002 ended March 31, 2002 (the "March 31, 2002 Form
10-Q")
10.8 Crompton Corporation Amended Benefit Equalization Plan, dated Exhibit 10.2 to the September 30, 2002 Form
October 22, 2002 10-Q
10.9 Amended Benefit Equalization Plan Trust Agreement dated October 20, Exhibit 10(n) to the Crompton & Knowles Form
1993, between Crompton Corporation (as successor to Crompton & 10-K for the fiscal year ended December 25,
Knowles) and Shawmut Bank, N.A. 1993
10.10 Amended Crompton Corporation 1988 Long Term Incentive Plan Exhibit 10.10 to the 2001 Form 10-K
10.11 Trust Agreement dated as of May 15, 1989, between Crompton Exhibit 10(w) to the Crompton & Knowles Form
Corporation (as successor to Crompton & Knowles) and Corporation 10-K for the fiscal year ended December 30,
(as successor to Crompton & Knowles) and thereto dated as of 1989
February 8, 1990
10.12 Restricted Stock Plan for Directors of Crompton Corporation (as Exhibit 10(z) to the Crompton & Knowles Form
successor to Crompton & Knowles) approved by the stockholders on 10-K for the fiscal year ended December 28,
April 9, 1991 1991
10.13 Amended 1993 Stock Option Plan for Exhibit 10.21 to the Crompton & Knowles Form
Non-Employee Directors 10-K for the fiscal year ended December 26,
1998 (the "1998 Form 10-K"))
10.14 UCC Purchase Right Plan, as amended and restated as of March 16, Exhibit 10.1 to the Uniroyal Chemical Company
1995 Form 10-Q for the period ended April 2, 1995
10.15 Form of Amended and Restated 1996-1998 Long Term Performance Award Exhibit 10.27 to the Crompton & Knowles Form
Agreement entered into in 1996 between Crompton Corporation (as 10-K for the fiscal year ended December 27,
successor to Crompton & Knowles) or one of its subsidiaries and 1997
thirteen of the executive officers of Crompton & Knowles
10.16 Second Amended and Restated Lease Agreement between the Middlebury Exhibit 10 to the Uniroyal Chemical Company
Partnership, as Lessor, and Uniroyal, as Lessee, dated as of August Form 10-Q for the quarter ended September 27,
28, 1997 1997
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
10.17 Form of Receivables Sale Agreement, dated as of December 11,1998, Exhibit 10.291 to the 1998 Form 10-K
by and among Crompton Corporation (as successor to Crompton &
Knowles), as Initial Collection Agent, Crompton & Knowles
Receivables Corporation, as Seller, ABN AMRO Bank N.V., as Agent,
the Enhancer, and the Liquidity Provider, and Windmill Funding
Corporation
10.18 Amended and Restated Receivables Sale Agreement, dated as of Exhibit 10.201 to the 2001 Form 10-K
January 18, 2002, among Crompton & Knowles Receivables Corporation,
as the Seller, Crompton Corporation, as the Initial Collection
Agent, ABN AMRO Bank N.V., as the Agent, certain liquidity
providers, ABN AMRO Bank, N.V., as the Enhancer, and Amsterdam
Funding Corporation
10.19 First Amendment dated as of January 17, 2003, to the Amended and Exhibit 10.202 to the Form 10-K for the fiscal
Restated Receivables Sale Agreement, dated as of January 18, 2002, year ended December 31, 2002
among Crompton & Knowles Receivables Corporation, as the Seller,
Crompton Corporation, as the Initial Collection Agent, ABN AMRO
Bank N.V., as the Agent, certain liquidity providers, ABN AMRO
Bank, N.V., as the Enhancer, and Amsterdam Funding Corporation
10.20 Form of Receivables Purchase Agreement, dated as of December 11, Exhibit 10.292 to the 1998 Form 10-K
1998, by and among Crompton & Knowles, as Initial Collection Agent,
and certain of its subsidiaries, as Sellers, Crompton & Knowles
Receivables Corporation, as Buyer, and ABN AMRO Bank N.V., as Agent
10.21 Amendment Number 1 dated as of December 9, 1999, to the Receivables Exhibit 10.265 to Form 10-K for the fiscal
Purchase Agreement, dated as of December 11, 1998, by and among year ended December 31, 2000 (the "2000 Form
Crompton Corporation (f/k/a/ CK Witco Corporation (as successor by 10-K")
merger to Crompton & Knowles)), as Initial Collection Agent, and
certain of its subsidiaries, as Sellers, Crompton & Knowles
Receivables Corporation, as Buyer, and ABN AMRO Bank N.V., as Agent
10.22 Amendment Number 2 dated as of November 20, 2000, to the Exhibit 10.266 to the 2000 Form 10-K
Receivables Purchase Agreement, dated as of December 11, 1998, by
and among Crompton Corporation (as successor to Crompton &
Knowles), as Initial Collection Agent, and certain of its
subsidiaries, as Sellers, Crompton & Knowles Receivables
Corporation, as Buyer, and ABN AMRO Bank N.V., as Agent
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
10.23 Amendment Number 3 dated as of February 1, 2001, to the Exhibit 10.267 to the 2000 Form 10-K
Receivables Purchase Agreement dated as of December 11, 1998, by
and among Crompton Corporation (as successor to Crompton &
Knowles), as Initial Collection Agent, and certain of its
subsidiaries, as Sellers, Crompton & Knowles Receivables
Corporation, as Buyer, and ABN AMRO Bank N.V., as Agent
10.24 Amendment Number 4 dated as of April 15, 2003, to the Receivables Exhibit 10.2 to the 10-Q for the quarter ended
Purchase Agreement dated as of December 11, 1998, by and among March 31, 2003 (the "March 31, 2003 10-Q")
Crompton Corporation (as successor to Crompton & Knowles), as
initial Collection Agent, and certain of its subsidiaries, as
Sellers, Crompton & Knowles Receivables Corporation, as Buyer, and
ABN AMRO Bank N.V., as Agent
10.25 Letter Agreement dated as of January 18, 2002, to the Receivables Exhibit 10.206 to the 2001 Form 10-K
Purchase Agreement dated as of December 11, 1998, by an among
Crompton Corporation (as successor to Crompton & Knowles), as
Initial Collection Agent, and certain of its subsidiaries, as
Sellers, Crompton & Knowles Receivables Corporation, as Buyer, and
Crompton Sales Company, Inc. and ABN AMRO Bank N.V., as Agent
10.26 Letter Agreement dated as of April 15, 2003, to the Receivables Exhibit 10.3 to the March 31, 2003 10-Q
Purchase Agreement dated as of December 11, 1998, by and among
Crompton Corporation (as successor to Crompton & Knowles), as
Initial Collection Agent, and certain of its subsidiaries, as
Sellers, Crompton & Knowles Receivables Corporation, as Buyer, and
Crompton Europe B.V., Crompton B.V. and ABN AMRO Bank N.V. as Agent
10.27 Amended Crompton Corporation 1998 Long Term Incentive Plan Exhibit 10.21 to the 2001 Form 10-K
10.28 Amended and Restated Employment Agreement by and between Crompton Exhibit 10.1 to the Crompton & Knowles Form
Corporation (as successor to Crompton & Knowles) and Vincent A. 10-Q for the quarter ended June 26, 1999
Calarco dated May 31, 1999
10.29 Form of Merger Synergy Restricted Stock Agreement, dated as of Exhibit 10.32 to the 1999 Form 10-K
October 19, 1999, by and between Crompton Corporation and various
of its executive officers
10.30 Form of Supplemental Retirement Agreement, dated as of October 21, Exhibit 10.35 to the 1999 Form 10-K
1999, by and between Crompton Corporation and various of its
executive officers
10.31 Form of 2001-2002 Long Term Incentive Award Agreement, dated as of Exhibit 10 to the Form 10-Q for the quarter
January 31, 2001, by and between Crompton Corporation and various ended March 31, 2001
of its executive officers
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
10.32 Form of 2002-2004 Long-Term Incentive Award Agreement, dated as of Exhibit 10.1 to the Form 10-Q for the quarter
March 26, 2002, by and between Crompton Corporation and various of ended March 31, 2002
its executive officers
10.33 Form of Amendment 2003-1 to the Supplemental Retirement Agreement Exhibit 10.27 to the 2003 Form 10-K
dated various dates in December 2003 by and between Crompton
Corporation and various of its executive officers
10.34 Employment Agreement by and between Crompton Corporation and Robert Exhibit 10.28 to the 2003 Form 10-K
L. Wood dated January 7, 2004
10.35 Form of 2004 Management Incentive Plan dated as of February 18, Exhibit 10.29 to the 2003 Form 10-K
2004 by and between Crompton Corporation and various key management
personnel
10.36 Form of 2004-2006 Long Term Incentive Award Agreement dated Exhibit 10.30 to the 2003 Form 10-K
February 3, 2004 by and between Crompton Corporation and various of
its executive officers
10.37 Sixth Amendment dated as of April 15, 2004, to the Amended and Exhibit 10.2 to the March 31, 2004 10-Q
Restated Receivables Sale Agreement dated as of January 18, 2002,
by and among Crompton & Knowles Receivables Corporation, as Seller,
Crompton Corporation, as the Initial Collection Agent, and ABN AMRO
Bank, N.V., as Enhancer and Agent
10.38 Supplement No. 1 dated as of March 26, 2004, to the Security Exhibit 10.3 to the March 31, 2004 10-Q
Agreement dated as of December 21, 2001, among Crompton
Corporation, various subsidiaries of Crompton Corporation, and
Citicorp USA, Inc., as Collateral Agent
10.39 Separation Agreement dated April 27, 2004 by and between Crompton Exhibit 10.2 to the June 30, 2004 10-Q
Corporation and Vincent A. Calarco
10.40 Separation Agreement dated June 22, 2004 by and between Crompton Exhibit 10.3 to the June 30, 2004 10-Q
Corporation and Peter Barna
10.41 Consulting Agreement dated June 7, 2004 by and between Crompton Exhibit 10.4 to the June 30, 2004 10-Q
Corporation and Vincent A. Calarco
10.42 Change In Control Agreement dated as of September 13, 2004, between Exhibit 10.1 to the Form 8-K filed on
Crompton Corporation and each of Karen R. Osar, Myles S. Odaniell, September 15, 2004
Lynn A. Schefsky, and Gregory E. McDaniel
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
10.43 Credit Agreement, dated as of August 16, 2004, among Crompton Registration Statement on Form S-4,
Corporation, a Delaware corporation, the Lenders from time to time Registration Number
party thereto, Deutsche Bank AG, Cayman Islands Branch, as Deposit 333-119641, filed October 8, 2004
Bank, and Deutsche Bank AG New York Branch, as Administrative Agent
10.44 Second Amended and Restated Receivables Sale Agreement, dated as of Registration Statement on Form S-4,
August 16, 2004, among Crompton & Knowles Receivables Corporation, Registration Number
as the Seller, Crompton Corporation, as the Initial Collection 333-119641, filed October 8, 2004
Agent, ABN AMRO Bank N.V., as the Agent, the Liquidity Providers
from time to time party thereto, and Amsterdam Funding Corporation
10.45 Amendment Number 5 dated as of August 16, 2004, to the Receivables Registration Statement on Form S-4,
Purchase Agreement dated as of December 11, 1998, by and among Registration Number
Crompton Corporation (as successor to Crompton & Knowles), as 333-119641, filed October 8, 2004
initial Collection Agent, and certain of its subsidiaries, as
Sellers, Crompton & Knowles Receivables Corporation, as Buyer, and
ABN AMRO Bank N.V., as Agent
10.46 Registration Rights Agreement, dated as of August 16, 2004, among Registration Statement on Form S-4,
Crompton Corporation, and the subsidiaries of Crompton Corporation Registration Number
listed on Schedule I attached thereto, Deutsche Bank Securities 333-119641, filed October 8, 2004
Inc., Bank Of America Securities LLC, Citigroup Global Markets Inc.
And Credit Suisse First Boston LLC as initial purchasers
10.47 Security Agreement, dated as of August 16, 2004, among Crompton Registration Statement on Form S-4,
Corporation, certain of its subsidiaries from time to time party Registration Number
thereto and Deutsche Bank AG New York Branch, as Collateral Agent 333-119641, filed October 8, 2004
10.48 Pledge Agreement, dated as of August 16, 2004, among Crompton Registration Statement on Form S-4,
Corporation, certain of its subsidiaries from time to time to time Registration Number
party thereto and Deutsche Bank AG New York Branch, as Pledgee 333-119641, filed October 8, 2004
10.49 Subsidiaries Guaranty, dated as of August 16, 2004, among certain Registration Statement on Form S-4,
subsidiaries of Crompton Corporation and Deutsche Bank AG New York Registration Number
Branch, as Administrative Agent 333-119641, filed October 8, 2004
15 Accountants' acknowledgement Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
21 Subsidiaries of the registrant Exhibit 21 to the 2003 Form
10-K
EXHIBIT INCORPORATION BY
NUMBERS DESCRIPTION REFERENCE TO
- ---------- ------------------------------------------------------------------- ----------------------------------------------
23 Consent of KPMG LLP Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
24.1 Power of Attorney Registration Statement on Form S-4,
Registration Number
333-119641, filed October 8, 2004
24.2 Power of Attorney Amendment No. 2 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 27, 2004
24.3 Substitute Power of Attorney Amendment No. 1 to Registration Statement on
Form S-4, Registration Number 333-119641,
filed December 3, 2004
25.1 Statement of Eligibility of Trustee regarding the 9 7/8% Senior Registration Statement on Form S-4,
Notes due 2012 Registration Number
333-119641, filed October 8, 2004
25.2 Statement of Eligibility of Trustee regarding the Senior Floating Registration Statement on Form S-4,
Rate Notes due 2010 Registration Number
333-119641, filed October 8, 2004
99.1 Form of Letter to Clients Registration Statement on Form S-4,
Registration Number
333-119641, filed October 8, 2004
99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Registration Statement on Form S-4,
Companies and Other Nominees Registration Number
333-119641, filed October 8, 2004