SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 91-0816142
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization Identification No.)
6100 Carillon Point, Kirkland, Washington 98033
(Address of Principal Executive Office) (Zip Code)
UNIVAR CORPORATION 1992 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
William A. Butler
Vice President, General Counsel, and Corporate Secretary
6100 Carillon Point
Kirkland, WA 98033
(Name and address of agent for service)
(206) 889-3990
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Mark R. Beatty
Preston Gates & Ellis
5000 Columbia Seafirst Center
701 Fifth Avenue
Seattle, WA 98104
(206) 623-7580
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities Offering Aggregate Registra-
to be Amount to be Price Per Offering tion
Registered Registered Share * Price Fee
Common Stock 750,000 $9.9375 $7,453,125.00 $2,570.04
$.33-1/3 Shares
par value
*Average of high and low trading prices as reported on the New York
Stock Exchange on May 25, 1994.
The Exhibit Index appears after the Signature Page of this
Registration Statement.
The contents of the Registration Statement on Form S-8, Commission
File No. 33-48962, filed on June 29, 1992, are hereby incorporated by
reference.
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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kirkland, State
of Washington, on this 31st day of May, 1994.
UNIVAR CORPORATION
By:/s/ James W. Bernard
President
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/ James W. Bernard President, Chief Executive Officer, May 31,1994
Director (Principal Executive Officer)
/s/ Gary E. Pruitt Vice President-Finance and Treasurer May 31,1994
(Principal Financial and
Principal Accounting Officer)
Richard E. Engebrecht )
Roger L. Kesseler ) By: /s/ William A. Butler
Curtis P. Lindley ) Attorney in Fact
N. Stewart Rogers ) Each as Pursuant to Power of
Attorney
Robert S. Rogers ) Director Dated April 29, 1994
Andrew V. Smith )
William K. Street )
Roy E. Wansik ) Dated May 31, 1994
Nicolaas J. Westdijk )
James H. Wiborg )
EXHIBIT INDEX
Exhibit Number Description
4 Amended and Restated Univar
Corporation
1992 Long-Term Incentive Plan **
5 Opinion of Counsel regarding
legality
23.1 Consent of Counsel (included in
Exhibit 5)
23.2 Consent of Independent Public
Accountant
24 Power of Attorney
** Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended February 28, 1994. Said document
appeared as Exhibit 10.27 to said Form 10-K.
EXHIBIT 5 AND 23.1
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
Preston Gates & Ellis
Attorneys
May 31, 1994
Univar Corporation
6100 Carillon Point
Kirkland, Washington 98033
Re: 1992 Univar Corporation Long-Term Incentive Plan
Gentlemen:
We have acted as counsel to Univar Corporation (the "Company") in
connection with the registration with the Securities and Exchange
Commission on Form S-8 of 750,000 shares of the Company's common stock,
$.33-1/3 par value, which will be issuable upon exercise of options
granted under the above-referenced plan (the "Plan"). In connection
with that registration, we have reviewed the proceedings of the Board of
Directors of the Company relating to the registration and proposed
issuance of the common stock, the Certificate of Incorporation of the
Company and all amendments thereto, the Bylaws of the Company and all
amendments thereto, and such other documents and matters as we have
deemed necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the shares of common
stock being registered, when issued in conformance with the terms and
conditions of the Plan, will be legally issued, fully paid, and
nonassessable.
We consent to the use of this opinion in the registration statement
filed with the Securities and Exchange Commission in connection with the
registration of the common stock and to the reference to our firm under
the heading "Interests of Named Experts and Counsel" in the registration
and related prospectus.
Very truly yours,
PRESTON GATES & ELLIS
By /s/ Mark R. Beatty
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated April 22, 1994, included in Univar Corporation's Form 10-K for the
year ended February 28, 1994 and to all references to our Firm in this
registration statement. It should be noted that we have performed no
audit procedures subsequent to April 22, 1994, the date of our report,
except with respect to the transactions discussed in Note 12 to the
consolidated financial statements as to which the date is May 18, 1994
Arthur Andersen & Co.
Seattle, Washington
May 31, 1994.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, being duly elected directors of Univar Corporation (the
"Company"), constitutes and appoints James W. Bernard, James P. Alampi,
William A. Butler, and each of them, his true and lawful attorneys-in-
fact and agents, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place, and stead, in any and
all capacities, to sign the Registration Statement relating to the
granting of stock options and related Deferred Cash Incentives and the
sale of shares of Common Stock of the Company, par value $.33-1/3 per
share, pursuant to the 1992 Long-Term Incentive Plan of the Company, and
any and all amendments, including post-effective amendments, to such
Registration Statement and to file such Registration Statement, and any
and all amendments thereto, together with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and any state agency having jurisdiction, granting
unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and to perform for all intents and purposes as he
might or could do in person, hereby ratifying all that said attorneys-in-
fact and agents, each acting alone, or his substitutes, may lawfully do
or cause to be done by virtue thereof.
DATED April 29, 1994
/s/ James W. Bernard
/s/ Robert S. Rogers
/s/ Andrew V. Smith
/s/ Richard E. Engebrecht
/s/ William K. Street
/s/ Roger L. Kesseler
/s/ Roy E. Wansik
/s/ Curtis P. Lindley
/s/ Nicolaas J. Westdijk
/s/ N. Stewart Rogers
/s/ James H. Wiborg
