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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1996
REGISTRATION NO. 333-10611
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
UNIFRAX CORPORATION
(SUCCESSOR BY MERGER TO UNIFRAX INVESTMENT CORP.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 3299 34-1839043
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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UNIFRAX CORPORATION
2351 WHIRLPOOL STREET
NIAGARA FALLS, NEW YORK 14305
(716) 278-3800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
WILLIAM P. KELLY
UNIFRAX CORPORATION
2351 WHIRLPOOL STREET
NIAGARA FALLS, NEW YORK 14305
(716) 278-3800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENTS FOR SERVICE)
COPIES TO:
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WILLIAM APPLETON WILLIAM M. HARTNETT
BAKER & HOSTETLER CAHILL GORDON & REINDEL
3200 NATIONAL CITY CENTER 80 PINE STREET
CLEVELAND, OHIO 44114-3485 NEW YORK, NEW YORK 10005
(216) 621-0200 (212) 701-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
All capitalized terms used in this Explanatory Note but not
defined herein shall have the meanings ascribed to them in the Prospectus of
Unifrax Investment Corp. dated October 25, 1996 (the "Prospectus").
As explained on the cover page of the Prospectus, Investment
Corp. originally issued the Notes and was liable on the Notes and in connection
with the Offering. Prior to the merger, Unifrax Corporation was not liable under
the Notes or in connection with the Offering. Pursuant to the Recapitalization,
Investment Corp. and Unifrax Corporation merged, with Unifrax Corporation as the
surviving corporation. By operation of law, Unifrax Corporation, as the
surviving corporation, became liable under the Notes and in connection with the
Offering to the same extent that Investment Corp. was so liable prior to the
merger.
The Assignment and Assumption Agreement dated as of October
30, 1996, by and between Investment Corp. and Unifrax Corporation (the
"Assignment and Assumption Agreement"), makes this assumption of liabilities
express. Pursuant to the Assignment and Assumption Agreement, Unifrax
Corporation expressly assumes all liabilities of Investment Corp., including
those liabilities arising under the Securities Act of 1933, as amended.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS.
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1.1* Form of Underwriting Agreement
2.1* Recapitalization Agreement
3.1* Certificate of Incorporation of the Registrant
3.2* By-laws of the Registrant
4.1* Form of Indenture (including form of Note)
5.1* Opinion of Baker & Hostetler as to the legality of the securities being registered
10.1* Form of Loan and Security Agreement among Unifrax Corporation, Bank of America
Illinois, as agent, and the lenders party thereto (Credit Agreement)
10.2* 1996 Stock Option Plan (to become effective subsequent to consummation of the
Offering)
10.3* Lease relating to Tonawanda plant
10.4* Lease relating to Amherst plant
10.5* Sanborn Lease
10.6** Covenant Not to Compete between The British Petroleum Company plc, its affiliates,
and the Unifrax Corporation and Societe Europeenne des Produits Refractaires, and
its affiliates (portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to a request for confidential treatment)
10.7* Product Distribution Agreement between the Unifrax Corporation and Societe
Europeenne des Produits Refractaires (portions of this Exhibit have been omitted
and filed separately with the Commission pursuant to a request for confidential
treatment)
10.8* Distributed Product License Agreement between the Unifrax Corporation and Societe
Europeenne des Produits Refractaires (portions of this Exhibit have been omitted
and filed separately with the Commission pursuant to a request for confidential
treatment)
10.9* License Agreement between the Unifrax Corporation and Societe Europeenne des
Produits Refractaires (portions of this Exhibit have been omitted and filed
separately with the Commission pursuant to a request for confidential treatment)
10.10** Trademark License and Consent Agreement between the Unifrax Corporation and Societe
Europeenne des Produits Refractaires
10.11* Conversion Agreement between the Unifrax Corporation and Societe Europeenne des
Produits Refractaires (portions of this Exhibit have been omitted and filed
separately with the Commission pursuant to a request for confidential treatment)
10.12** XPE License Agreement between the Unifrax Corporation and Societe Europeenne des
Produits Refractaires
10.13* Form of Covenant Not to Compete between Holding and BP
10.14* Form of Stockholders Agreement among the Company, BPX and Holding
10.15* Tax Sharing Agreement between the Company and Holding
10.16* Advisory Services Agreement between the Company and Kirtland Capital Corporation
10.17* Form of BP Note
10.18 Assignment and Assumption Agreement between Unifrax Investment Corp. and Unifrax
Corporation
12.1* Statement re: Computation of Ratios
23.1* Consent of Ernst & Young LLP
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II-2
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23.2* Acknowledgment of Ernst & Young LLP
23.3* Consent of Baker & Hostetler (included in their opinion filed as Exhibit 5.1
hereto)
25.1* Statement of Eligibility and Qualification on Form T-1 of, as Trustee under the
Indenture
27.1* Financial Data Schedule
99.1* Consents of Messrs. Kelly, Roos, Lancaster, Manning, Nestor, Turben and Wright to
become directors of Unifrax Corporation
</TABLE>
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* Previously filed
** Incorporated by reference to the exhibit identified by the same number filed
with Amendment No. 1 to the Registration Statement on Form S-1 of Unifrax
Acquisition Corp. (Registration No. 333-3892)
<PAGE> 5
SIGNATURES
PURSUANT TO THE POST-EFFECTIVE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THE REGISTRANT HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NIAGARA FALLS, STATE OF NEW YORK, ON
NOVEMBER 19, 1996.
UNIFRAX INVESTMENT CORP.
By: /s/ William P. Kelly
-----------------------
William P. Kelly,
President and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW
BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
- ------------------------------ ------------------------------------------ -------------------
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/s/ William P. Kelly Director, President and Chief Executive November 19, 1996
- ----------------------------- Officer (Principal Executive Officer)
William P. Kelly
/s/ Mark D. Roos Treasurer (Principal Financial November 19, 1996
- ----------------------------- Officer and Principal Accounting Officer)
Mark D. Roos
/s/ Raymond A. Lancaster Director November 18, 1996
- -----------------------------
Raymond A. Lancaster
/s/ John G. Nestor Director November 18, 1996
- -----------------------------
John G. Nestor
/s/ John F. Turben Director November 18, 1996
- -----------------------------
John F. Turben
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II-4
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EXHIBIT INDEX
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1.1* Form of Underwriting Agreement
2.1* Recapitalization Agreement
3.1* Certificate of Incorporation of the Registrant
3.2* By-laws of the Registrant
4.1* Form of Indenture (including form of Note)
5.1* Opinion of Baker & Hostetler as to the legality of the securities being registered
10.1* Form of Loan and Security Agreement among Unifrax Corporation, Bank of America
Illinois, as agent, and the lenders party thereto (Credit Agreement)
10.2* 1996 Stock Option Plan (to become effective subsequent to consummation of the
Offering)
10.3* Lease relating to Tonawanda plant
10.4* Lease relating to Amherst plant
10.5* Sanborn Lease
10.6** Covenant Not to Compete between The British Petroleum Company plc, its affiliates,
and the Unifrax Corporation and Societe Europeenne des Produits Refractaires, and
its affiliates (portions of this Exhibit have been omitted and will be filed
separately with the Commission pursuant to a request for confidential treatment)
10.7* Product Distribution Agreement between the Unifrax Corporation and Societe
Europeenne des Produits Refractaires (portions of this Exhibit have been omitted
and will be filed separately with the Commission pursuant to a request for
confidential treatment)
10.8* Distributed Product License Agreement between the Unifrax Corporation and Societe
Europeenne des Produits Refractaires (portions of this Exhibit have been omitted
and will be filed separately with the Commission pursuant to a request for
confidential treatment)
10.9* License Agreement between the Unifrax Corporation and Societe Europeenne des
Produits Refractaires (portions of this Exhibit have been omitted and will be
filed separately with the Commission pursuant to a request for confidential
treatment)
10.10** Trademark License and Consent Agreement between the Unifrax Corporation and
Societe Europeenne des Produits Refractaires
10.11* Conversion Agreement between the Unifrax Corporation and Societe Europeenne des
Produits Refractaires (portions of this Exhibit have been omitted and will be
filed separately with the Commission pursuant to a request for confidential
treatment)
10.12** XPE(TM) License Agreement between the Unifrax Corporation and Societe Europeenne
des Produits Refractaires
10.13* Form of Covenant Not to Compete between Holding and BP
10.14* Form of Stockholders Agreement among the Company, BPX and Holding
10.15* Tax Sharing Agreement between the Company and Holding
10.16* Management Agreement between the Company and Kirtland Capital Corporation
10.17* Form of BP Note
10.18 Assignment and Assumption Agreement between Unifrax Investment Corp. and
Unifrax Corporation
12.1* Statement re: Computation of Ratios
23.1* Consent of Ernst & Young LLP
23.2* Acknowledgment of Ernst & Young LLP
23.3* Consent of Baker & Hostetler (included in their opinion filed as Exhibit 5.1
hereto)
25.1* Statement of Eligibility and Qualifications on Form T-1 of as Trustee under the
Indenture
27.1* Financial Data Schedule
99.1* Consents of Messrs. Kelly, Roos, Lancaster, Manning, Nestor, Turben and Wright to
become directors of Unifrax Corporation
</TABLE>
- ---------------
* Previously filed
** Incorporated by reference to the exhibit identified by the same number filed
with Amendment No. 1 to the Registration Statement on Form S-1 of Unifrax
Acquisition Corp. (Registration No. 333-3892)
<PAGE> 1
Exhibit 10.18
ASSIGNMENT AND ASSUMPTION AGREEMENT
-----------------------------------
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of the 30th
day of October, 1996, is by and between Unifrax Investment Corp., a Delaware
corporation ("Investment") and Unifrax Corporation, a Delaware corporation
("Unifrax").
W I T N E S S E T H:
WHEREAS, Investment, Unifrax and others are parties to a
certain Recapitalization Agreement (the "Agreement") dated as of June 7, 1996,
providing, among other things, for the merger of Investment with and into
Unifrax; and
WHEREAS, the parties hereto desire to provide for the
assignment and assumption of the rights and obligations of Investment to and by
Unifrax.
NOW, THEREFORE, in consideration of the foregoing premises and
in satisfaction of their respective obligations under the Agreement, the parties
hereto hereby agree as follows:
1. ASSIGNMENT AND ASSUMPTION. Investment does hereby convey,
grant, transfer, assign and confirm unto Unifrax all rights and properties of
Investment. Unifrax agrees to assume, fully and faithfully perform, discharge
and fulfill all liabilities and obligations of Investment, including without
limitation, all obligation and liabilities under the Securities Act of 1933, as
amended and the Securities Exchange Act of 1934, as amended.
2. FURTHER ASSURANCES. Each party hereto shall from and
after the date hereof, upon the reasonable request of any other party hereto,
execute such other documents as such other
<PAGE> 2
party may reasonably require to obtain the full benefit of this Assignment and
Assumption Agreement.
3. GOVERNING DOCUMENTS. The rights and obligations
of the parties are set forth in the representations, warranties, covenants,
agreements and other terms and provisions of the Agreement.
IN WITNESS WHEREOF, Investment and Unifrax have caused this
Assignment and Assumption Agreement to be executed as of the day and year first
above written.
UNIFRAX INVESTMENT CORP.
By: /s/ William P. Kelly
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Its: President and Chief Executive Officer
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UNIFRAX CORPORATION
By: /s/ Mark D. Roos
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Its: Vice President and Chief Financial Officer
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