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)
Washington 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 1995 INCENTIVE STOCK 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:
Gary J. Kocher
Preston Gates & Ellis
5000 Columbia Seafirst Center
701 Fifth Avenue
Seattle, WA 98104
(206) 623-7580
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
each class Amount to maximum maximum Amount of
of be offering aggregate registration
securities registered price per offering fee
to be share* price*
registered
- ----------------------------------------------------------------------
Common 2,000,000 $11.81 $23,620,000.00 $8,144.83
stock shares
no par
value
*Estimated pursuant to Rule 457(c) solely for purposes of
calculating amount of registration fee, based upon the average of the
high and low prices reported on April 30, 1996, as reported on the New
York Stock Exchange.
The Exhibit Index appears after the Signature Page of this Registration
Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), 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 by reference into
this Registration Statement and to be a part hereof from the date of
filing of such documents:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or either the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933, that
contains audited financial statements for the Company's latest fiscal
year for which such statements have been filed, or the Company's
effective Registration Statement on Form 10 filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal
year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
Company's document referred to in (a) above.
(c) The description of the Company's sole class of securities,
which is contained in a Registration Statement filed pursuant to Section
12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the securities offered hereby were
passed upon by Preston Gates & Ellis, Seattle, Washington. Lawyers in
the firm participating in the matter beneficially own, in the aggregate
and individually, less than $50,000 of the Company's common stock.
Item 6. Indemnification of Directors and Officers.
Article 15 of the Articles of Incorporation of the Company require
the Company to indemnify any present or former officer or director to
the fullest extent not prohibited by the Washington Business Corporation
Act. Chapter 23B.8.510 and .570 of the Washington Business Corporation
Act authorizes a corporation to indemnify its officers and directors in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933.
In addition, the Company maintains directors' and officers'
liability insurance under which the Company's directors and officers are
insured against loss (as defined in the policy) as a result of claims
brought against them for their wrongful acts in such capacities.
Item 8. Exhibits.
Exhibit Number Description
4 Univar Corporation 1995 Incentive Stock Plan
5 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountant
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
Item 9. Undertakings.
(a) 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:
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;
(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.
(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.
(b) 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 that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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
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 3rd day of May, 1996.
UNIVAR CORPORATION
By:/s/ Paul H. Hough
Paul H. Hough
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
Signature Title Date
/s/ Paul H. Hough President, Chief Executive Officer,
May 3, 1996
Paul H. Hough Director (Principal Executive Officer)
/s/ Gary E. Pruitt Chief Financial Officer
May 3, 1996
Gary E. Pruitt (Principal Financial and
Principal Accounting Officer)
Richard E. Engebrecht )
Sjoerd D. Eikelboom )
Roger L. Kesseler ) By: /s/ William A. Butler
Curtis P. Lindley ) William A. Butler
N. Stewart Rogers ) Attorney in Fact
Robert S. Rogers ) Each as Pursuant to Power of Attorney
John G. Scriven ) Director Dated May 2, 1996
Andrew V. Smith )
Roy E. Wansik ) Dated May 3, 1996
Nicolaas J. Westdijk )
James H. Wiborg )
EXHIBIT INDEX
Exhibit Number Description
4 Univar Corporation 1995 Incentive Stock Plan
5 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountant
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
Exhibit 5
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
{LETTERHEAD OF PRESTON GATES & ELLIS}
May 2, 1996
Univar Corporation
6100 Carillon Point
Kirkland, Washington 98033
Re: Univar Corporation 1995 Incentive Stock Plan
Ladies and 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 shares of the Company's common stock, without
par value (the "Shares"), 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 Articles 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 if the following opinion.
Based upon that review, it is our opinion that the Shares, when
issued in conformance with the terms and conditions of the Plan, will be
legally issued, fully paid, and nonassessable under the Washington
Business Corporation Act.
We do not find it necessary for the purposes of this opinion to
cover, and accordingly we express no opinion as to, the application of
the securities or blue sky laws of the various states as to the issuance
and sale of the Shares.
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 Shares and to the reference to our firm under the
heading "Interests of Named Experts and Counsel" in the registration
statement.
Very truly yours,
PRESTON GATES & ELLIS
By /s/ Richard B. Dodd
Richard B. Dodd
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this registration statement
of our report dated April 25, 1995, included in Univar
Corporation's Form 10-K for the year ended February 28, 1995
and to all references to our Firm in this registration
statement.
\s\ Arthur Andersen LLP
Arthur Andersen LLP
Seattle, Washington
May 3, 1996.
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 Paul H. Hough, William A. Butler,
and Gary E. Pruitt, 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 the sale of shares of Common Stock of the
Company, without par value, pursuant to the 1995 Incentive Stock 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 May 2, 1996
/s/ James W. Bernard /s/ Sjoerd Eikelboom
James W. Bernard Sjoerd Eikelboom
/s/ Richard E. Engebrecht /s/ Roger L. Kesseler
Richard E. Engebrecht Roger L. Kesseler
/s/ Curtis P. Lindley /s/ N. Stewart Rogers
Curtis P. Lindley N. Stewart Rogers
/s/ Paul H. Hough /s/ John G. Scriven
Paul H. Hough John G. Scriven
/s/ Andrew V. Smith /s/ Roy E. Wansik
Andrew V. Smith Roy E. Wansik
/s/ Nicolaas J. Westdijk /s/ James H. Wiborg
Nicolaas J. Westdijk James H. Wiborg
