September 19, 1995
Securities & Exchange Commission
450 5th Street NW
Washington, DC 20549-1004
Re: Post Effective Amendment 1 to Form S-8
Registration Statement - Univar Corporation Stock Purchase Plan
Gentlemen:
Attached is an amendment to Form S-8 for the Univar Corporation Stock
Purchase Plan.
Sincerely,
/s/ William A. Butler
WILLIAM A. BUTLER
VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
COMMISSION FILE NO. 33-54883
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 STOCK PURCHASE 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)
The Exhibit Index appears after the Signature Page of this Registration
Statement.
This Post-Effective Amendment No. 1 is being filed to amend Exhibit
No. 4 to the Registration Statement, which is a copy of the Univar
Corporation Stock Purchase Plan. Said Plan was amended as of June 21,
1995. The Amended and Restated Univar Coporation Stock Purchase Plan is
attached as Exhibit 4 to this Post-Effective Amendment No. 1.
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. 1 to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Kirkland, State of Washington, on this 18th day of
September, 1995.
UNIVAR CORPORATION
By:/s/ James W. Bernard
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to 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, September 18, 1995
Director (Principal Executive Officer)
/s/ Gary E. Pruitt Vice President-Finance and Treasurer September 18, 1995
(Principal Financial and
Principal Accounting Officer)
Sjoerd D. Eikelboom )
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 June 23, 1994
Andrew V. Smith )
William K. Street )
Roy E. Wansik ) Dated September 18, 1995
Nicolaas J. Westdijk )
James H. Wiborg )
EXHIBIT INDEX
Exhibit Number Description
4 Amended and Restated Univar
Corporation Stock Purchase Plan
EXHIBIT 4
UNIVAR CORPORATION
STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED AS OF JUNE 21, 1995)
1. Purpose. The Board of Directors of Univar Corporation,
hereinafter called the Company, believes in the desirability of the
participation by the employees of the Company in the ownership of the
Company. Such ownership must strengthen the sense of identity between
the Company and its employees and further the recognition of the
essential unit of purpose among the Company, its employees, and its
shareholders. It is the purpose of this Plan to provide a convenient
means through which employees of the Company and its designated
subsidiaries may own shares in the Company and a method by which the
Company may assist in achieving this objective.
2. Term of the Plan. The operation of this Plan shall commence
on the date fixed by the Company and shall terminate at any time by
direction of the Board of Directors, provided, however, that
subscriptions pursuant to this Plan paid during the month of a
subscriber's termination of employment will be used for the purposes of
this Plan in the following month.
3. Persons Eligible. Each majority-age employee who is on the
payroll of the Company and/or its designated subsidiaries at any time
this Plan is in effect shall be eligible to participate in this Plan,
provided that the employee:
(a) has at least one full calendar month of employment
with the Company and/or its subsidiaries or predecessor companies;
(b) works at least twenty (20) hours a week; and
(c) does not work outside the United States. In addition,
no union member shall participate in this Plan unless participation is
provided for under the employee's collective bargaining agreement.
4. Subscriptions.
4.1 Payroll Deductions. Each eligible person may
participate in the Plan by means of subscriptions fulfilled by payroll
deduction in accordance with the paragraphs of this Section 4.1.
(a) Pursuant to this Plan, each eligible person may
subscribe an amount of money up to ten percent (10%) of base earnings
(but not less than $15.00 per month);
(b) All subscriptions shall be made on a form or forms
adopted by the Company as the form of subscription under this Plan;
(c) Subscriptions may be made and changed on the first day
of the month;
(d) All subscriptions shall be paid by payroll deductions
in the amount of the subscription from the compensation payable to the
subscriber in the payroll nearest the end of the month;
(e) Any subscription may be terminated at any time by the
employee under the provisions of paragraph 9 of this Plan.
4.2 Contributions With Respect to "Partners in Profit"
Incentive. In addition to any subscriptions an eligible employee may
make pursuant to Section 4.1, an eligible employee who (i) is not an
"executive officer" as defined in the rules promulgated under Section 16
of the Securities Exchange Act of 1934, and (ii) receives an incentive
payment under the Company's "Partners in Profit" reward program (or a
successor program designated by the Committee that provides for an
annual incentive payment to eligible employees) shall be entitled to
utilize said payment as a lump sum subscription under this Plan that
will also be subject to the provisions of Section 5 below.
5. Company Contributions.
(a) The subscriber's employer shall make a basic
contribution to the subscriber of a sum equal to twenty percent (20%) of
the amount subscribed by subscriber under the provisions of Section 4.1
or 4.2 above. The Company's basic contribution shall be paid in the
same proportions and at the same time as the subscription of the
subscriber as described in paragraph 4.
(b) In addition, the Company may, at its discretion and
from time to time, make a contribution to existing and/or new
subscribers in such amounts as it deems appropriate under the
circumstances. Such contributions may be in differing amounts among the
recipients and need not be matched with an amount subscribed by a
subscriber, and may be contributed in the absence of any such
subscription. An eligible employee on behalf of whom the Company makes
a contribution under the provisions of this Section 5(b) shall be deemed
a "subscriber" for purposes of this Plan.
6. Application of Subscription Proceeds and Contributions.
(a) Accumulated Deductions and Contributions. The Company
will remit to Merrill Lynch, Pierce, Fenner & Smith, Inc. (the "Broker")
the accumulated deductions of all subscribers and the aggregate of all
contributions by the Company under Section 5 during the first ten days
of the month following that in which the deductions were made or at such
earlier time as the Company in its discretion may select.
(b) Stock Purchases. The Broker shall promptly purchase
on the New York Stock Exchange, the total number of shares purchasable
with monies available from such remittances. Such shares shall be
purchased by the Broker as soon after receipt of the funds as is
reasonably practical.
(c) Certificates. The certificates representing the
shares so purchased shall be issued in the name of the Broker and the
account of each subscriber shall be credited with the number of shares
to which he or she shall be entitled on the basis of his or her
proportion of each remittance received by Broker.
7. Transfer of Shares to Subscribers. The subscriber may
request that a certificate for any or all of his or her full shares be
delivered to him or her at any time. Accumulation of shares and
fractional interests in a share shall be held by the Broker for the
account of the subscriber entitled thereto until requested, but all
rights accruing to an owner of record of such shares shall belong to and
be vested in the subscriber for whose account such shares are held.
8. Dividend Reinvestment. Any dividends paid on stock owned by
a subscriber but held by the Broker will, unless the subscriber provides
a contrary notice to the Broker, be reinvested in common stock as
promptly as practicable following receipt thereof by the Broker.
Regular brokerage commissions payable on purchases made with reinvested
dividends will be payable by the subscriber and deducted from the amount
of the dividend at the time such reinvestment is made.
9. Discontinuance of Subscription and/or Withdrawal from Stock
Purchase Plan.
(a) A subscriber may discontinue his or her subscription
and/or withdraw from this Plan at any time upon thirty (30) days' notice
in writing to the Company addressed to the Human Resources Department,
Attention: Benefits Administrator. However, a subscriber who shall have
discontinued his or her subscription and withdrawn from this Plan must
wait twelve (12) months before subscribing again to this Plan.
(b) A subscriber shall be deemed to have discontinued his
or her subscription and withdrawn from this Plan immediately upon the
occurrence of any one of the following:
(1) termination for any reason of the employment of
the subscriber by the Company or a subsidiary;
(2) death of the subscriber;
(3) filing with or levying upon the Company or the
Broker of any judgment, attachment, garnishment, or other court order
affecting either the subscriber's earnings or his or her account under
this Plan;
(4) termination of this Plan by the Company.
(c) Upon discontinuance of a subscription, a subscriber
may request the Broker to maintain or to close his or her account. An
account may be maintained in an "active" status if at least one payment
per year is made or if the market value of the account is at least
$500.00 and is on an automatic dividend reinvestment basis. If a
subscriber elects to close his or her account, he or she may direct that
all full shares and any fractional interest in shares in his or her
account be sold and the net proceeds remitted to him or her, or he or
she may request that the full shares in the account be delivered to him
or her along with the check representing the net proceeds of the sale of
the fractional interest in shares. The regular brokerage commission and
any transfer taxes, stock registration fee or other normal charges are
payable by the subscriber on the sale of shares of stock.
10. Expenses. All charges of the Broker, commissions on
purchases of common stock purchased with subscriptions and Company
contributions, the cost of maintenance of the accounts of subscribers,
and the cost of transferring shares to the subscribers shall be borne by
the Company.
All other charges incurred on transactions executed by the Broker
on the orders of a subscriber other than purchases made from amounts
deducted from his or her pay or from Company contributions, the Broker's
commissions and other charges will be paid solely by the subscriber.
Such transactions would include sales of common stock, purchases of
common stock by means of reinvested dividends, or purchases not made by
payroll deductions or Company contributions.
11. Amendments; Interpretation. The Compensation Committee of
the Board of Directors of the Company may amend or terminate this Plan
from time to time in such respects as the Committee may deem advisable;
provided that the following revisions or amendments shall require
approval of or ratification by the shareholders of the Company:
(a) any increase in the number of Shares subject to the
Plan; or
(b) if the Company has a class of equity securities
registered under Section 12 of the Securities Exchange Act of 1934 at
the time of such revision or amendment, any change which would require
stockholder approval pursuant to Rule 16b-3 promulgated by the
Securities and Exchange Commission pursuant to its authority under the
Exchange Act.
In addition, the Committee shall have the authority to interpret
this Plan from time to time, and its interpretation shall be binding on
all subscribers.
EXECUTED at Kirkland, Washington, this 21st day of June, 1995.
UNIVAR CORPORATION
By /s/ William A. Butler
William A. Butler
Corporate Secretary
