As filed with the Securities and Exchange Commission on June 15, 2020
Registration No. 333-48130
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUAKER CHEMICAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Pennsylvania | 23-0993790 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
|
901 E. Hector Street Conshohocken, Pennsylvania |
19428-2380 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Quaker Chemical Corporation
2000 Employee Stock Purchase Plan
(Full Title of the Plan)
Michael F. Barry
Chairman, Chief Executive Officer and President
Quaker Chemical Corporation
901 E. Hector Street
Conshohocken, Pennsylvania 19428-2380
(Name and Address of Agent for Service)
(610) 832-4000
(Telephone Number, Including Area Code, of Agent for Service)
Copy of all communications to:
Robert T. Traub, Esquire
Senior Vice President,
General Counsel and Corporate Secretary
Quaker Chemical Corporation
901 E. Hector Street
Conshohocken, Pennsylvania 19428-2380
(610) 832-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
Emerging growth company |
¨ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
Quaker Chemical Corporation (the “Registrant”) registered 500,000 shares of its common stock, $1.00 par value per share (“Common Stock”) (including associated stock purchase rights), for issuance under the Quaker Chemical Corporation 2000 Employee Stock Purchase Plan (the “Plan”) pursuant to Registration Statement No. 333-48130 on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on October 18, 2000, as amended by that certain Post-Effective Amendment No. 1, filed with the SEC on October 18, 2001 (together, the “Registration Statement”). Effective January 1, 2020, the Registrant discontinued the Plan.
This Post-Effective Amendment No. 2 to the Registration Statement is being filed to deregister the 310,444 shares of Common Stock that have not been issued and are not subject to issuance pursuant to outstanding awards under the Plan as of the date of this Post-Effective Amendment No. 2. Accordingly, the Registrant hereby withdraws these 310,444 shares of Common Stock from registration under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Conshohocken, Commonwealth of Pennsylvania on this 15th day of June 2020.
| QUAKER CHEMICAL CORPORATION | ||
| By: |
/s/ Michael F. Barry |
|
| Michael F. Barry | ||
| Chairman of the Board, Chief Executive Officer, President and Director | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Form S-8 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date | ||
|
s/ Michael F. Barry |
Principal Executive Officer | June 15, 2020 | ||
|
Michael F. Barry Chairman of the Board, Chief Executive Officer, President and Director |
||||
| /s/ Marry Dean Hall | Principal Financial Officer | June 15, 2020 | ||
| Mary Dean Hall | ||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||
| /s/ Shane W. Hostetter | Principal Accounting Officer | June 15, 2020 | ||
| Shane W. Hostetter | ||||
| Vice President, Finance and Chief Accounting Officer | ||||
| * | Director | June 15, 2020 | ||
| Donald R. Caldwell | ||||
| /s/ Mark A. Douglas | Director | June 15, 2020 | ||
| Mark A. Douglas | ||||
| /s/ Jeffry D. Frisby | Director | June 15, 2020 | ||
| Jeffry D. Frisby | ||||
| /s/ William H. Osborne | Director | June 15, 2020 | ||
| William H. Osborne | ||||
| /s/ Robert H. Rock | Director | June 15, 2020 | ||
| Robert H. Rock | ||||
| /s/ Fay West | Director | June 15, 2020 | ||
| Fay West | ||||
| /s/ Sanjay Hinduja | Director | June 15, 2020 | ||
| Sanjay Hinduja | ||||
| /s/ Ramaswami Seshasayee | Director | June 15, 2020 | ||
| Ramaswami Seshasayee | ||||
| /s/ Michael Shannon | Director | June 15, 2020 | ||
| Michael Shannon | ||||
| /s/ Charlotte C. Decker | Director | June 15, 2020 | ||
| Charlotte C. Decker |
* As Attorney-in-fact
| By: | /s/ Michael F. Barry | |
| Michael F. Barry |