Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________________________
QUAKER CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0993790
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, PA 19428
(610) 832-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
___________________________________
1999 LONG-TERM PERFORMANCE INCENTIVE PLAN
(Full title of the plan)
____________________________________
Ronald J. Naples
Chairman and Chief Executive Officer
Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, Pennsylvania 19428
(610) 832-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________________________
Copies to:
Ramon R. Obod, Esquire D. Jeffry Benoliel, Secretary
Fox, Rothschild, O'Brien & Frankel, LLP Quaker Chemical Corporation
2000 Market Street, 10th Floor Elm and Lee Streets
Philadelphia, Pennsylvania 19103 Conshohocken, Pennsylvania 19428
CALCULATION OF REGISTRATION FEE
======================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to No. of Shares Offering Price Per Aggregate Offering Amount of
be Registered to be Registered Share(1) Price Registration Fee
- ------------------------------------------------------------------------------------------------------
Common Stock, 1,000,000 (2) $ 16.44 $ 16,440,000 $4,570.32
$1.00 par value
======================================================================================================
(1) Estimated solely for the purpose of calculating the registration
fee. The proposed maximum aggregate offering price has been computed in
accordance with Rule 457(h) under the Securities Act of 1933, as amended
(the "Securities Act"), and based on the average of the high and low sales
prices of the Common Stock on the New York Stock Exchange on September 24,
1999.
(2) In addition, this registration statement also covers an indeterminate
number of additional shares that are issuable pursuant to the anti-dilution
provisions of the 1999 Long-Term Performance Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of Form S-8 shall be included in
documents to be sent or given to participants in the Company's 1999
Long-Term Performance Incentive Plan pursuant to Rule 428(b)(1)(i) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference
and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on August 2,
1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this registration statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall also be deemed to be incorporated by
reference herein and to be a part hereof from the dates of filing of such
document. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part of this registration
statement, except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subchapter D (Sections 1741 through 1750) of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"),
contains provisions for mandatory and discretionary indemnification of a
corporation's directors, officers, employees and agents (collectively
"Representatives"), and related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors, officers and other Representatives under
certain prescribed circumstances against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with a threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in right of the Corporation), to
which any of them is a party or threatened to be made a party, by reason of
his being a Representative of the corporation or serving at the request of
the corporation as a Representative of another corporation, partnership,
joint venture, trust or other enterprise, 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 proceeding,
had no reasonable cause to believe his conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative
and corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 in respect of any claim,
issue or matter as to which a Representative has been adjudged to be liable
to the corporation unless and only to the extent that the proper court
determines upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, a Representative is fairly
and reasonably entitled to indemnity for the expenses that the court deems
proper.
- 3 -
Section 1743 provides that indemnification against expenses is
mandatory to the extent that a Representative has been successful on the
merits or otherwise in defense of any action or proceeding referred to in
Section 1741 or 1742.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of a Representative is proper because the Representative
met the applicable standard of conduct, and such determination will be
made: (i) by the board of directors by a majority vote of a quorum of
directors not parties to the action or proceeding; (ii) if a quorum is not
obtainable or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter
17 of the BCL may be paid by the corporation in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by
or on behalf of the Representative to repay such amount if it shall
ultimately be determined that the Representative is not entitled to be
indemnified by the corporation.
Section 1746 provides generally that except 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, the indemnification and advancement of expenses provided by
Subchapter D of Chapter 17 of the BCL shall not be deemed exclusive of any
other rights to which a Representative seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding
that office. Section 1746 also authorizes a corporation to create a fund
or otherwise secure or insure in any manner its indemnification
obligations.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability asserted
against him and incurred by him in his capacity as a Representative, or
arising out of his status as such, whether or not the corporation would
have the power to indemnify him against that liability under Subchapter D
of Chapter 17 of the BCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the BCL to
successor corporations resulting from consolidation, merger or division and
to Representatives of a corporation or an employee benefit plan.
Section 1750 provides that the indemnification and advancement of
expenses pursuant to Subchapter D of Chapter 17 of the BCL shall continue
as to a person who has ceased to be a Representative and shall inure to the
benefit of the heirs and personal representative of that person.
- 4 -
Section 7.1 of the Registrant's By-Laws contains provisions allowing
for indemnification of directors and officers to the extent permitted.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this registration
statement:
Exhibit No. Description
- ----------- -----------
4 1999 Long-Term Performance Incentive Plan
(incorporated by reference to Exhibit B to the
Company's definitive proxy statement filed on
March 30, 1999 (SEC File No. 0-7154) for the
Annual Meeting of Shareholders held on May 12,
1999)
5 Opinion of Fox, Rothschild, O'Brien & Frankel, LLP
23.1 Consent of Fox, Rothschild, O'Brien & Frankel, LLP
(see Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Form of Power of Attorney (included in signature page
of registration statement)
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(1) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(2) to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in the 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
- 5 -
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(3) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (a)(1) and (a)(2) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
(d) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
- 6 -
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Conshohocken, Commonwealth of
Pennsylvania, on the 30th day of September, 1999.
QUAKER CHEMICAL CORPORATION
By: /s/ Ronald J. Naples
--------------------
Ronald J. Naples
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald J. Naples and Michael F.
Barry, or each of them, as true lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and
to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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 date indicated.
Signature Title Date
- --------- ----- ----
/s/ Ronald J. Naples Chairman and Chief September 30, 1999
- ------------------------- Executive Officer
Ronald J. Naples
/s/ Michael F. Barry Vice President and Chief September 30, 1999
- ------------------------- Financial Officer
Michael F. Barry
/s/ Peter A. Benoliel Director September 30, 1999
- -------------------------
Peter A. Benoliel
- 7 -
Director September , 1999
- -------------------------
Joseph B. Anderson, Jr.
/s/ Patricia C. Barron Director September 30, 1999
- -------------------------
Patricia C. Barron
Director September , 1999
- -------------------------
Lennox K. Black
/s/ Donald R. Caldwell Director September 30, 1999
- -------------------------
Donald R. Caldwell
/s/ Robert E. Chappell Director September 30, 1999
- -------------------------
Robert E. Chappell
Director September , 1999
- -------------------------
Edwin J. Delattre
/s/ Robert P. Hauptfuhrer Director September 30, 1999
- -------------------------
Robert P. Hauptfuhrer
Director September , 1999
- -------------------------
Robert H. Rock
- 8 -
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4 1999 Long-Term Performance Incentive Plan (incorporated
by reference to Exhibit B to the Company's definitive
proxy statement filed on March 30, 1999 (SEC File no.
07154) for the Annual Meeting of Shareholders held on
May 12, 1999)
5 Opinion of Fox, Rothschild, O'Brien & Frankel, LLP
23.1 Consent of Fox, Rothschild, O'Brien & Frankel, LLP
(see Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Form of Power of Attorney (included in signature page
of registration statement)
- 9 -
FOX . ROTHSCHILD
O'BRIEN & FRANKEL LLP
---------------------
ATTORNEYS AT LAW
PRINCETON PIKE CORPORATE CENTER . 997 LENOX DRIVE .
BUILDING 3 . LAWRENCEVILLE, NJ 08648-2311
609-896-3600 . FAX 609-896-1469 . www.frof.com
September 30, 1999
Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, PA 19428
Gentlemen:
We have acted as counsel to Quaker Chemical Corporation, a Pennsylvania
corporation (the "Company"), in connection with the proposed issuance by
the Company of up to 1,000,000 shares of the Company's Common Stock, $1.00
par value, pursuant to the Company's 1999 Long-Term Performance Incentive
Plan (the "Plan"), plus such indeterminate number of additional shares as
provided for by the anti-dilution provisions of Section 6.1 of the Plan
(collectively the "Plan Shares"). The Plan Shares are to be offered and
issued pursuant to a registration statement on Form S-8 being filed with
the Securities and Exchange Commission (the "Registration Statement").
As counsel to the Company, we have examined the Registration Statement and
such corporate records, certificates and other documents, and have
considered such questions of law as we have deemed necessary as the basis
for this opinion. Based upon the foregoing, we advise you that in our
opinion the Plan Shares have been duly and validly authorized and reserved
for issuance by all necessary corporate action of the Company and will,
upon issuance as contemplated by the Registration Statement and the Plan,
be duly and validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations
thereunder.
We also wish to disclose to you that various attorneys in this firm have
beneficial ownership of small amounts of shares of the Company's Common
Stock.
Very truly yours,
/s/ FOX, ROTHSCHILD, O'BRIEN & FRANKEL, LLP
FOX, ROTHSCHILD, O'BRIEN & FRANKEL, LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 10, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to
Shareholders of Quaker Chemical Corporation, which is incorporated by
reference in Quaker Chemical Corporation's Annual Report on Form 10-K for
the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia PA
September 30, 1999