As filed with the Securities and Exchange Commission on June 8, 2000
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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BASF AKTIENGESELLSCHAFT
(Exact name of Registrant as specified in its charter)
BASF CORPORATION*
(Translation of Registrant's name into English)
Federal Republic of Germany Not Applicable
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
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Carl Bosch Strasse 38
Ludwigshafen, GERMANY 67056
(Address of principal executive offices)
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BASF Corporation Employee Stock Purchase Plan
BASF Corporation Employee Savings Plan
(Full titles of the plans)
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Peter Oakley, Chairman
BASF Corporation
3000 Continental Drive - North
Mount Olive, New Jersey 07828
(973) 426-2600
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered (1)(2) Registered (3) Share (4) Offering Price (4) Fee
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<S> <C> <C> <C> <C>
BASF Ordinary Shares of no par value 9,140,000 $43.72 $399,600,800 $105,494.61
(the "Shares")
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</TABLE>
(1) American Depositary Receipts evidencing American Depositary Shares issuable
on deposit of the Ordinary Shares have been registered pursuant to a
separate Registration Statement on Form F-6 filed on May 25, 2000
(Registration No. 333-12016) and are traded on the New York Stock Exchange
under the ticker symbol "BF."
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement covers an
indeterminate amount of interests to be offered or sold pursuant to the
BASF Corporation Employee Savings Plan.
(3) Comprised of the following numbers of American Depositary Shares reserved
for issuance under each of the plans: 1,540,000 pursuant to the BASF
Corporation Employee Stock Purchase Plan and 7,600,000 pursuant to the BASF
Corporation Employee Savings Plan.
(4) Estimated solely for the purpose of calculating the registration fee. The
Proposed Maximum Offering Price Per Share and the Proposed Maximum
Aggregate Offering Price are based on the average of the high and low
prices of the American Depositary Shares on the New York Stock Exchange on
June 7, 2000 in accordance with Rules 457(c) and (h) under the Securities
Act.
* BASF Corporation is also the name of a wholly owned subsidiary of the
Registrant in the United States.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
--------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act, and the "Note" to Part I of Form S-8.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents have been filed by BASF
Aktiengesellschaft (the "Registrant") with the Securities and Exchange
Commission (the "Commission") and are incorporated by reference in this
Registration Statement:
(a) The Registrant's Registration Statement on Form 20-F, File
No. 001-15909, filed with the Commission on May 25, 2000
(the "Form 20-F");
(b) The description of the Registrant's Shares and American
Depositary Shares registered pursuant to Section 12 (b) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), contained in "Item 14 -- Description of Securities To
Be Registered" of the Registrant's Form 20-F described in, and
incorporated by reference by, paragraph (a) above; and
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement 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 in this Registration Statement and are a
part thereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Articles of Association (Satzung) of the Registrant do not
provide for any arrangement pursuant to which any member of the supervisory
board or any officer of the Registrant is insured in any manner against
liability which he may incur in his capacity as such. The Registrant maintains,
at its own expense, liability insurance for its directors and officers.
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<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index.
The securities being registered hereby are not original
issuance securities. Pursuant to Form S-8, Part II, Item 8 (a), an opinion of
counsel as to the legality of the shares is accordingly not required.
The Registrant has submitted the BASF Corporation Employee
Savings Plan to the Internal Revenue Service (the "IRS") in a timely manner for
a determination as to the qualification of the plan under Sections 401(k) and
501(a) of the Internal Revenue Code of 1986, as amended, and the Registrant will
cause all changes required by the IRS to be made to maintain the qualification
of the plan.
Item 9. Undertakings.
(a) The 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;
(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 aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if 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 Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
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(b) The Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report on Form 20-F pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in this
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) Insofar as indemnification for liabilities arising under
the Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act, 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 Ludwigshafen/Rhine, the Federal Republic of
Germany, on this 8th day of June, 2000.
BASF Aktiengesellschaft
By: s/ Dr. Eckart Sunner
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Name: Dr. Eckart Sunner
Title: President Legal Affairs,
Taxes and Insurance
By: s/ Dr. Klaus-Jurgen Bohm
---------------------------------
Name: s/Dr. Klaus-Jurgen Bohm
Title: Senior Vice President
Capital and Money Markets
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<PAGE>
Power of Attorney. Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed by the following
persons in the capacities indicated on June 8, 2000. In addition, each of the
undersigned hereby constitutes and appoints Dr. Eckart Sunner and Dr.
Klaus-Jurgen Bohm jointly and severally his/her attorneys in-fact, each with the
power of substitution, in his name and in the capacity indicated below, to sign
any and all further amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.
s/ Dr. Jurgen Strube
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Name: Dr. Jurgen Strube
Chairman of the Board of Executive Directors
(Director and Principal Executive Officer)
s/ Max Dietrich Kley
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Name: Max Dietrich Kley
Deputy Chairman of the Board of Executive Directors
and Chief Financial Officer
(Director, Principal Accounting Officer and Principal
Financial Officer)
s/ Helmut Becks
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Name: Helmut Becks
Director
s/ Dr. John Feldmann
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Name: Dr. John Feldmann
Director
s/ Dr. Jurgen Hambrecht
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Name: Dr. Jurgen Hambrecht
Director
s/ Dr. Stefan Marcinowski
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Name: Dr. Stefan Marcinowski
Director
s/ Peter Oakley
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Name: Peter Oakley
Director and Authorized U.S. Representative
s/ Eggert Voscherau
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Name: Eggert Voscherau
Director
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below on June 8, 2000, by the undersigned as the Registrant's
duly authorized representative in the United States.
By: s/ Peter Oakley
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Name: Peter Oakley
Title: Chairman of BASF Corporation
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<PAGE>
Employee Savings Plan. Pursuant to the requirements of the Securities
Act, the trustee (or other persons who administer the employee benefit plan)
have duly caused this Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Mount
Olive, State of New Jersey, on this 8th day of June, 2000.
BASF CORPORATION
EMPLOYEE SAVINGS PLAN
By: s/ Norman H. Maas
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Name: Norman H. Maas
Title: Sr. Vice President Human Resources
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Document Sequential Page
Number
4.1 Articles of Association (Satzung) of the
Registrant as amended (English translation
included) (incorporated by reference to
Exhibit 1.1 of the Registrant's Registration
Statement, on Form 20-F, filed with the
Commission on May 25, 2000).
4.2 Form of Deposit Agreement among BASF
Aktiengesellschaft, The Bank of New York as
depositary, and all holders and beneficial
owners from time to time of American
Depositary Receipts issued thereunder,
including the form of American Depositary
Receipts (incorporated by reference to Exhibit
2.1 of the Registrant's Registration Statement
on Form 20-F, filed with the Commission on May
25, 2000).
4.3 The BASF Corporation Employee Stock Purchase
Plan.
4.4 The BASF Corporation Employee Savings Plan.
23.1 Consent of Deloitte & Touche GmbH
Wirtschaftsprufungsgesellschaft, the
Registrant's independent accountants.
24 Powers of Attorney (included on signature
page).
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