As filed with the Securities and Exchange Commission on July 15, 1998
Registration No. 333-
================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
============================================
Sealed Air Corporation
(Exact Name of Issuer as Specified in its Charter)
Delaware No. 65-0654331
(State or Other Jurisdiction of (I.R.S. Employer Incorporation or
Organization) Identification Number)
Park 80 East
Saddle Brook, New Jersey 07663-5291
(Address and Zip Code of Principal Executive Offices)
============================================================
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
OF SEALED AIR CORPORATION
(Full Title of the Plan)
====================================
H. KATHERINE WHITE, ESQ.
General Counsel and Secretary
SEALED AIR CORPORATION
Park 80 East
Saddle Brook, New Jersey 07663-5291
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service: 201-791-7600
=======================================
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration fee
to be registered offering price aggregate
registered per unit* offering price*
Common Stock 100,000 $1.00 per $100,000 $29.50
- -par value shares share
$0.10 per
share
* Maximum offering price per share based upon Section 5 of the
Restricted Stock Plan for Non-Employee Directors of the Registrant.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Corporation (File No. 1-
12139) with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) Annual Report on Form 10-K of W. R. Grace & Co. for the year
ended December 31, 1997, as amended;
(b) Current Report on Form 8-K of W. R. Grace & Co. dated
February 9, 1998;
(c) Current Report on Form 8-K of Sealed Air Corporation
(formerly named W. R. Grace & Co.) dated March 31, 1998;
(d) Current Report on Form 8-K of Sealed Air Corporation
(formerly named W. R. Grace & Co.) dated April 2, 1998, as amended;
(e) Quarterly Report on Form 10-Q of Sealed Air Corporation for
the quarter ended March 31, 1998; and
(f) the description of the Corporation's common stock contained
in the Corporation's Joint Proxy Statement/Prospectus filed as part of the
Corporation's Registration Statement on Form S-4, declared effective on
February 13, 1998.
All documents filed by the Corporation with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of
the 1934 Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered under the
Restricted Stock Plan for Non-Employee Directors of Sealed Air Corporation has
been passed upon for the Registrant by H. Katherine White, General Counsel and
Secretary of the Registrant. As of the date of this Registration Statement,
Ms. White was employed by the Registrant and was the beneficial owner of
approximately 28,918 shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the "General Corporation Law") provides that: (1) under certain
circumstances a corporation may indemnify a director or officer made party to,
or threatened to be made party to, any civil, criminal, administrative or
investigative action, suit or proceeding (other than an action by or in the
right of the corporation) because such person is or was a director, officer,
employee or agent of the corporation, or because such person is or was so
serving another enterprise at the request of the corporation, against
expenses, judgments, fines and amounts paid in settlement reasonably incurred
by such person in connection with such action, suit or proceeding, if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to criminal cases, had no reasonable cause to believe such person's
conduct was unlawful; (2) under certain circumstances a corporation may
indemnify a director or officer made party to, or threatened to be made party
to, any action or suit by or in the right of the corporation for judgment in
favor of the corporation because such person is or was a director, officer,
employee or agent of the corporation, or because such person is or was so
serving another enterprise at the request of the corporation, against expenses
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 such person reasonably believed to be in or not opposed to the best
interests of the corporation; and (3) a director or officer shall be
indemnified by the corporation against expenses reasonably incurred by such
person in connection with and to the extent that such person has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding clauses, or in defense of any claim,
issue or matter therein.
Under Article ELEVENTH of the Registrant's Amended and Restated
Certificate of Incorporation and Article 8 of the Registrant's By-Laws,
indemnification of directors and officers is provided for to the fullest
extent permitted under the General Corporation Law. Article TWELFTH of the
Registrant's Amended and Restated Certificate of Incorporation eliminates the
liability of directors for monetary damages for breach of fiduciary duty as
directors, except for liability (1) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (3) under Section 174 of the General Corporation Law, or (4) for any
transaction from which the director derived an improper personal benefit. The
General Corporation Law, the Registrant's Amended and Restated Certificate of
Incorporation and the By-Laws of the Registrant permit the purchase by the
Registrant of insurance for indemnification of directors and officers. The
Registrant currently maintains directors and officers liability insurance.
The foregoing summary of Section 145 of the General Corporation
Law, Articles ELEVENTH and TWELFTH of the Amended and Restated Certificate of
Incorporation of the Registrant and Article 8 of the By-Laws of the Registrant
is qualified in its entirety by reference to the relevant provisions of
Section 145, the relevant provisions of the Registrant's Amended and Restated
Certificate of Incorporation, which are incorporated herein by reference to
Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, File No. 1-12139, and the relevant provisions of the
Registrant's By-Laws, which are incorporated herein by reference to Exhibit
3.2 to the Registrant's Current Report on Form 8-K, Date of Report March 31,
1998, File No. 1-12139.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description*
4.1 Amended and Restated Certificate of Incorporation of
the Corporation as currently in effect [Exhibit 3.1 to
the Corporation's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998, File No. 1-12139]
4.2 Amended and Restated By-Laws of the Corporation as
currently in effect [Exhibit 3.2 to the Corporation's
Current Report on Form 8-K, Date of Report March 31,
1998, File No. 1-12139]
4.3 Restricted Stock Plan for Non-Employee Directors of
the Corporation [Annex E of the Corporation's Proxy
Statement for the annual meeting held on June 26,
1998, File No. 1-12139]
4.4 Form of Restricted Stock Purchase Agreement
5 Opinion of counsel as to legality of securities being
registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Counsel [Contained in opinion filed as
Exhibit 5 to this Registration Statement]
24 Powers of Attorney [Contained in Signature Pages of
this Registration Statement]
* Material in brackets is incorporated herein by reference.
Item 9. Undertakings.
The undersigned registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement, provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3
or Form S-8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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; and (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 Section 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.
The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus to each employee to whom the prospectus is
sent or given a copy of the registrant's annual report to stockholders for its
last fiscal year, unless such employee otherwise has received a copy of such
report, in which case the registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report on written
request of the employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual report of the
registrant for the preceding fiscal year may be so delivered, but within such
120 day period the annual report for the last fiscal year will be furnished to
each such employee.
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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Saddle Brook, State of
New Jersey, on this 15th day of July, 1998.
SEALED AIR CORPORATION
(Registrant)
By s/T.J. Dermot Dunphy
T.J. Dermot Dunphy
Chief Executive Officer
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. Each person whose individual signature
appears below hereby authorizes T. J. Dermot Dunphy, William V. Hickey and H.
Katherine White, and each of them, as attorneys-in-fact, with full power of
substitution, to execute, in the name and on behalf of each such person and in
any and all capacities, and to file any amendment to this Registration
Statement (and all other registration statements to which the prospectus
related to this Registration Statement also relates pursuant to Rule 429 of
the General Rules and Regulations under the Securities Act of 1933, as
amended), including any and all post-effective amendments.
Signature Title Date
s/T.J. Dermot Dunphy Chairman of the Board, July 15, 1998
T.J. Dermot Dunphy Chief Executive Officer
and Director (Principal Executive
Officer)
s/Hank Brown Director July 15, 1998
Hank Brown
s/John K. Castle Director July 15, 1998
John K. Castle
<PAGE>
s/Christopher Cheng Director July 15, 1998
Christopher Cheng
s/Lawrence R. Codey Director July 15, 1998
Lawrence R. Codey
s/Charles F. Farrell, Jr. Director July 15, 1998
Charles F. Farrell, Jr.
s/Virginia A. Kamsky Director July 15, 1998
Virginia A. Kamsky
s/Alan H. Miller Director July 15, 1998
Alan H. Miller
s/Robert L. San Soucie Director July 15, 1998
Robert L. San Soucie
s/Daniel S. Van Riper Senior Vice President July 15, 1998
Daniel S. Van Riper and Chief Financial Officer
(Principal Financial Officer)
s/Jeffrey S. Warren Controller July 15, 1998
Jeffrey S. Warren (Principal Accounting Officer)
EXHIBIT 4.4
RESTRICTED STOCK PURCHASE AGREEMENT
AGREEMENT dated as of July , 1998 between SEALED AIR
CORPORATION, a Delaware corporation (the "Corporation"), and
(the "Director").
The Restricted Stock Plan for Non-Employee Directors (the "Plan")
of Sealed Air Corporation is designed to enhance the ability of the
Corporation to attract and retain Non-Employee Directors (as defined in
Section 3 of the Plan) of exceptional ability and to promote the common
interest of directors and stockholders in enhancing the value of the
Corporation's common stock, par value $0.10 per share ("Common Stock"). The
Director is now a Non-Employee Director of the Corporation and is eligible to
receive grants of shares of Common Stock under the Plan.
NOW, THEREFORE, the Corporation and the Director mutually agree as
follows:
Section 1. Purchase and Sale of Stock
Subject to the terms and conditions hereinafter set forth, the
Corporation hereby sells to the Director and the Director purchases from the
Corporation **1,200** shares of Common Stock for a purchase price of $1.00 per
share (subject to adjustment pursuant to Section 7 of the Plan) (the "Issue
Price"), receipt of which the Corporation hereby acknowledges. The
Corporation will deliver to the Director a certificate representing such
shares of Common Stock within a reasonable time after execution of this
Agreement.
Section 2. Terms and Conditions of Restricted Stock Plan for Non-
Employee Directors of Sealed Air Corporation
The Director agrees that all shares of Common Stock issued
pursuant to this Agreement shall be held in accordance with the terms and
conditions of the Plan. The authority of the Corporation to enter into this
Agreement and to issue shares of Common Stock pursuant hereto is
derived exclusively from the Plan. If any terms or conditions of this
Agreement conflict with any terms or conditions of the Plan, the terms and
conditions of the Plan shall control.
Section 3. Restriction on Transfer
Except as permitted in Section 4(c) of the Plan, no shares of
Common Stock issued pursuant to this Agreement, or any interest therein, shall
be sold, transferred, pledged, encumbered or otherwise disposed of (including
by way of gift or donation) by the Director so long as the Director shall
remain a director of the Corporation, except that such restriction may expire
earlier as provided by Section 6 of the Plan.
Section 4. Undertakings of Director
The Director represents and agrees that he or she will comply with
the Securities Act of 1933, as amended (the "Securities Act"), and the
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"),
with respect to such shares, and he or she will indemnify the Corporation for
any costs, liabilities and expenses that it may sustain by reason of any
violation of the Securities Act or the Securities Exchange Act caused by any
act or omission on his or her part with respect to such shares.
Section 5. Government and Other Regulations and Restrictions;
Legends
The obligation of the Corporation to issue Common Stock upon
execution of this Agreement shall be subject to all applicable laws, rules and
regulations and to such approvals by governmental agencies as may be required.
The Director consents to the imprinting of the following legend on any
certificate or certificates evidencing such shares and to the entry of a stop-
transfer order with respect thereto in the records of the Corporation's
transfer agent:
The shares represented by this certificate may be sold,
transferred or otherwise disposed of only if registered under the
Securities Act of 1933, as amended, or if in the opinion of
counsel to Sealed Air Corporation, an exemption from registration
is available.
The Director also acknowledges that, so long as the restrictions on transfer
imposed by the Plan remain in effect, all shares issued under the Plan shall
be represented by certificates that will be imprinted with the legend set
forth in Section 9 of the Plan and shall have in effect a stop-transfer order
with respect thereto.
Section 6. Payment of Withholding Tax
The Director undertakes to comply with any appropriate requests
that may be made by the Corporation in respect of the withholding of any
federal, state or local taxes and any other charges that may be required by
law to be withheld by reason of a grant or the issuance of shares of Common
Stock pursuant to the Plan.
Section 7. Notices
Any notice which either party hereto may be required or permitted
to give to the other shall be in writing and, except as otherwise required
herein, may be delivered personally or by mail to the Corporation at Park 80
East, Saddle Brook, New Jersey 07663, attention of the Secretary of the
Corporation, or to the Director at the address set forth below or at such
other address as either party may designate by notice to the other.
Section 8. Applicable Law
This Agreement shall be governed and construed in accordance with
the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed pursuant to due authorization, all as of the day and year first
above written.
SEALED AIR CORPORATION
By_________________________________
President
[Corporate Seal]
Attest:
___________________________
Secretary
___________________________________
Director
Address of Director:
____________________________________
____________________________________
____________________________________
6/98
wpdocs\dirstock\1998\1998form.agr
EXHIBIT 5
SEALED AIR CORPORATION
PARK 80 EAST / SADDLE BROOK, NEW JERSEY 07663-5291/
(201) 791-7600 / (201) 703-4205
July 15, 1998
Sealed Air Corporation
Park 80 East
Saddle Brook, N.J. 07663
Dear Sirs:
I am the General Counsel and Secretary of Sealed Air Corporation,
a Delaware corporation (the "Corporation"), and as such have represented the
Corporation in connection with a Registration Statement on Form S-8 (the
"Registration Statement") of the Corporation providing for the registration
under the Securities Act of 1933, as amended, of 100,000 shares (the "Shares")
of the Corporation's Common Stock, par value $0.10 per share (the "Common
Stock"). The Shares are authorized but unissued shares of Common Stock that
are available for awards to be made under the Restricted Stock Plan for Non-
Employee Directors of the Corporation (the "Plan"). I have been advised that
the authorization of the Shares for issuance under the Plan was approved by
the Board of Directors of the Corporation on April 23, 1998 and by the
stockholders of the Corporation on June 26, 1998.
As counsel for the Corporation, in addition to participating in
the preparation of the Registration Statement, I have reviewed the resolutions
adopted by the Board of Directors and stockholders of the Corporation that
authorized the adoption of the Plan and the issuance of the Shares. I have
also reviewed such corporate records, documents, instruments and certificates
and have made such other inquiries as I have considered necessary in order to
furnish a basis for rendering this opinion.
Based on the foregoing, I am of opinion that:
1. The Corporation is duly incorporated and validly existing as a
corporation in good standing under the laws of the State of Delaware.
2. The Shares are and, when sold pursuant to the Registration
Statement will be, legally issued, fully paid and nonassessable shares of
Common Stock of the Corporation.
I hereby consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5 to the Registration Statement and to the
reference to me under the caption "Legal Opinion" in the Prospectus forming a
part thereof.
Very truly yours,
H. Katherine White
General Counsel and Secretary
HKW/sa
G:\WPDOCS\SEC\S8_DIRS.NEW\OPINLTR.ASC
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
Sealed Air Corporation:
We consent to incorporation by reference in this registration
statement on Form S-8 of Sealed Air Corporation (formerly W. R.
Grace & Co., and subsequent to the merger with Sealed Air
Corporation and subsidiaries (Old Sealed Air) on March 31, 1998,
the Company changed its name to Sealed Air Corporation) of our
report dated January 20, 1998, except for note 2 which is as of
March 23, 1998, relating to the consolidated balance sheets of
Old Sealed Air as of December 31, 1997 and 1996, and the related
consolidated statements of earnings, shareholders' equity and
cash flows for each of the years in the three-year period ended
December 31, 1997, and related consolidated financial statement
schedule, which report appears in the Form 8-K of Sealed Air
Corporation dated March 31, 1998.
s/KPMG Peat Marwick LLP
Short Hills, New Jersey
July 15, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
3, 1998, except for "Packaging Business Transaction," as
discussed in Notes 1 and 3, as to which the date is March 23,
1998, appearing on page F-3 of the Annual Report on Form 10-K for
the year ended December 31, 1007 of W. R. Grace & Co.
(subsequently renamed Sealed Air Corporation). We also consent
to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page F-2 of the Annual
Report on Form 10-K.
s/PRICEWATERHOUSECOOPERS LLP
Ft. Lauderdale, Florida
July 13, 1998
