Registration No. 33-54883
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NUMBER 2 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 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)
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 Stock
Purchase 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. 33-54883, 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 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.
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 )
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 3rd, 1996
Nicolaas J. Westdijk )
James H. Wiborg )
EXHIBIT INDEX
Exhibit 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 Stock Purchase 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 James W. Bernard, 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 Stock
Purchase 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
