Registration
No. 33-53907
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NUMBER 1
TO REGISTRATION STATEMENT ON
FORM S-8
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 1992 LONG-TERM 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
Pursuant to Rule 414(d) under the Securities Act of 1993, as
amended (the "Act"), Univar Corporation, a Washington corporation, as
successor issuer to Univar Corporation, a Delaware corporation, hereby
adopts this registration statement, as amended, for all purposes under
the Act and the Securities Exchange Act of 1934, as amended. See
"Description of the Transaction" herein.
Description of the Transaction
This Amendment is being filed in connection with a
migratory merger (the "Merger") of Univar Corporation, formerly a Delaware
corporation ("Univar Delaware"). In connection with the Merger,
Univar Delaware merged with and into its newly formed, wholly-owned
subsidiary, New Univar Corporation, a Washington
corporation ("Surviving
Corporation").
Pursuant to the Merger, each outstanding share of Common Stock
of Univar Delaware was automatically converted into one share of
Common Stock, without par value, of Surviving Corporation. In addition, as
a result of the Merger, all shares of Common Stock offered under
the Univar Corporation 1992 Long-Term Incentive Stock Plan (the
"Plan") are now shares of the Surviving Corporation Common Stock,
not shares of Univar Delaware Common Stock. The Merger became
effective as of 7:00 p.m. P.S.T. February 29, 1996 and at such
time, the name of the Surviving Corporation became "Univar
Corporation."
Pursuant to Rule 414(d) under the Securities Act of 1933,
as amended (the "Act"), the Surviving Corporation, as successor
issuer to Univar Delaware, hereby expressly adopts, as of March
1, 1996, the Registration Statement on Form S-8, as amended
Registration No. 3353907, of Univar Delaware, which Registration
Statement is applicable to shares of Common Stock issuable under
the Plan, as the Registration Statement of the Surviving
Corporation for all purposes under the Act and the Securities
Exchange Act of 1934, as amended.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which have heretofore been filed
by the registrant with the Securities and Exchange Commission, are
incorporated by reference herein and shall be deemed to be part
hereof:
(i) Annual Report of Univar Corporation on Form 10-K
for the year ended February 28, 1995.
(ii) Proxy Statement of Univar Corporation dated July
7, 1995.
(iii) Quarterly Report of Univar Corporation on Form
10-Q for the quarter ended November 30, 1995.
All documents subsequently filed by the registrant or the
plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 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
shall be deemed a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
A. Rule 415 Offering.
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;
(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 (a)(1)(i)
and (a)(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 posteffective 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.
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. Filings Incorporating Subsequent Exchange Act Documents
by Reference.
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.
C. Indemnification of Directors and Officers.
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
provisions of the registrant's certificate of incorporation or by-
laws 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
Securities Act of 1933 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 Securities Act of 1933
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 3rd, 1996
Paul H. Hough Director (Principal Executive Officer)
/s/ Gary E. Pruitt Chief Financial Officer May 3rd, 1996
Gary E. Pruitt (Principal Financial and
Principal Accounting Officer)
Richard E. Engebrecht )
Sjoerd D. Eikelboom ) By: /s/ William A. Butler
Roger L. Kesseler ) William A. Butler
Curtis P. Lindley ) Attorney in Fact
N. Stewart Rogers ) Each as Pursuant to Power of
Attorney
John G. Scriven ) Director Dated May 2, 1996
Andrew V. Smith )
Roy E. Wansik ) Dated May 3rd, 1996
Nicolaas J. Westdijk )
James H. Wiborg )
EXHIBIT INDEX
Exhibi
t Description of Exhibit
Number
5 Opinion of Preston Gates & Ellis
23.1 Consent of Independent Public Accountant
23.2 Consent of Preston Gates & Ellis (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 1992 Long-Term 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-infact 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 1992 Long-Term Incentive Stock Plan of the
Company, and any and all amendments, including posteffective
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/ Paul H. Hough /s/ Sjoerd Eikelboom
Paul H. Hough 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/ James W. Bernard /s/ John G. Scriven
James W. Bernard 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
