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File No.333-18691
As filed with the Securities and Exchange Commission on January 17, 1997.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CHEMFIRST INC.
(Exact name of issuer as specified in its charter)
MISSISSIPPI 64-0679456
(State of Incorporation) (I.R.S. Employer ID Number)
700 NORTH STREET
JACKSON, MISSISSIPPI 39202
(Address of Principal Executive Offices) (Zip Code)
CHEMFIRST INC.
401(K) SAVINGS PLAN
(Full Title of the Plan)
JAMES L. MCARTHUR, SECRETARY
CHEMFIRST INC.
P. O. BOX 1249
JACKSON, MISSISSIPPI 39215-1249
(601) 948-7550
(Name, address and telephone number of agent for service)
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This Form S-8 amends and restates that certain Registration Statement on Form
S-8 filed December 24, 1996 (Registration No. 333-18691) relating to the
ChemFirst Inc. 401(k) Savings Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed with the Commission by ChemFirst Inc.
(the "Company") are incorporated herein by reference: (1) the
Company's Registration Statement on Form S-1, dated November 18, 1996
(the "S-1 Registration Statement"); (2) the description of the
Company's Common Stock contained in the Company's Registration
Statement on Form 8-A filed on December 9, 1996 (which is incorporated
by reference to the S-1 Registration Statement); and (3) the Annual
Report on Form 11-K for the ChemFirst Inc. 401(k) Savings Plan ("the
Plan") for the plan year ended June 30, 1995. All documents filed
hereafter by the Company or the Plan pursuant to Section 13, 14 or
15(d) of the Securities Exchange Act of 1934 prior to the termination
of the offering hereunder shall be deemed to be incorporated by
reference into this Prospectus and to be 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
The consolidated financial statements and financial statement
schedules of the Company and subsidiaries as of June 30, 1996 and
1995, as well as the Annual Report on Form 11-K for the Plan as of
June 30, 1995, and 1994, and for each of the years in the three-year
period ended June 30, 1996, which are incorporated herein by
reference, have been incorporated herein in reliance upon the reports,
also incorporated herein by reference, of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of
said firm as experts in accounting and auditing. To the extent that
KPMG Peat Marwick LLP audits and reports on financial statements of
the Company and subsidiaries and the Plan issued at future dates, and
consents to the use of their reports thereon, such financial
statements also will be incorporated herein by reference in reliance
upon their reports and said authority.
ITEM 6. Indemnification of Directors and Officers
Subarticle E of Article 8 of the Mississippi Business Corporation Act
("MBCA") empowers a Mississippi corporation to indemnify against
liability an individual who is made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, formal or informal (a "Proceeding"),
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because such person is or was a director. To be eligible for
indemnification, the director must have conducted himself in good
faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. Liability indemnified against
includes the obligation to pay a judgment, settlement, penalty, fine
or reasonable expenses incurred with respect to a Proceeding. The MBCA
precludes a corporation from indemnifying a director in connection
with a Proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in connection with
any other Proceeding charging improper personal benefit to a director,
whether or not involving action in the director's official capacity,
in which the director was adjudged liable on the basis that personal
benefit was improperly received by the director.
Subarticle E further provides that if a director is wholly successful,
on the merits or otherwise, in the defense of any Proceeding to which
he was a party because he is or was a director, the corporation must
indemnify him against reasonable expenses incurred in connection with
the Proceeding. Also, a court may order a company to indemnify a
director if it determines the director is fairly and reasonably
entitled to indemnification in view of all of the relevant
circumstances. Subarticle E also allows corporations to indemnify
officers, employees or agents to the same extent as directors, and
provides for mandatory or court-ordered indemnification for these
persons as described above. Finally, the MBCA allows corporations to
purchase and maintain insurance on behalf of directors, officers,
employees or agents against liability asserted against or incurred by
him in that capacity or arising from his status as such, whether or
not the corporation would have the power to indemnify such person
against liability under Subarticle E.
The Company's Bylaws provide for indemnification of Company's officers
and directors to the fullest extent allowed by Mississippi law and
further permit such indemnification with respect to other employees
and agents. The Company entered into indemnification agreements with
certain of its officers and its directors. The effect of these
agreements is to add to the indemnification rights otherwise granted a
contractual right to such indemnification.
The Company will have directors' and officers' liability insurance
which protects each director or officer from certain claims and suits,
including shareholder derivative suits, even where the director may be
determined to not be entitled to indemnification under the MBCA and
claims and suits arising under the Securities Act. The policy may also
afford coverage under circumstances where the facts do not justify a
finding that the director or officer acted in good faith and in a
manner that was in or not opposed to the best interests of the
Company.
The foregoing represents a summary of the general effect of the MBCA,
the Company's Articles of Incorporation and Bylaws and directors' and
officers' liability insurance coverage for purposes of general
description only.
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ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
In lieu of certain exhibit requirements, the Company will submit or
has submitted the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan.
4.1 Amended and Restated Articles of Incorporation of the Company
are incorporated by reference to Exhibit 3.1 of the Company's
S-1 Registration Statement (file number 333-15789).
4.2 Bylaws of the Company are incorporated by reference to
Exhibit 3.2 of the Company's S-1 Registration Statement (file
number 333-15789).
4.3 Rights Agreement dated as of October 30, 1996, by and between
the Company and KeyCorp Shareholder Services, Inc. is
incorporated by reference to Exhibit 4 of the Company's S-1
Registration Statement (file number 333-15789).
4.4 The Company's 401(k) Savings Plan.
5.3 Determination letter dated April 24, 1996 from the IRS
regarding the Company's 401(k) Savings Plan.
23.1 Consent of KPMG Peat Marwick LLP.
ITEM 9. Undertakings
(a) The undersigned Company 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.
Notwithstanding the foregoing,
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any increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective 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;
(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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company'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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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
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Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Jackson, State of Mississippi, on January 16,
1997.
CHEMFIRST INC.
BY: /s/ J. Kelley Williams
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J. Kelley Williams, President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ J. Kelley Williams Chairman of the Board January 16, 1997
- -------------------------- of Directors, Chief Executive
J. Kelley Williams Officer (Principal Executive
Officer)
/s/ Thomas G. Tepas President and January 16, 1997
- -------------------------- Chief Operating Officer
Thomas G. Tepas
/s/ R. Michael Summerford Vice President and Chief January 16, 1997
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R. Michael Summerford Financial Officer
(Principal Financial Officer)
/s/ Troy B. Browning Controller January 16, 1997
- -------------------------- (Principal Accounting Officer)
Troy B. Browning
/s/ Richard P. Anderson Director January 16, 1997
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Richard P. Anderson
/s/ Paul A. Becker Director January 16, 1997
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Paul A. Becker
/s/ James W. Crook Director January 16, 1997
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James W. Crook
/s/ Michael J. Ferris Director January 16, 1997
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Michael J. Ferris
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ James E. Fligg Director January 16, 1997
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James E. Fligg
/s/ Robert P. Guyton Director January 16, 1997
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Robert P. Guyton
/s/ Charles P. Moreton Director January 16, 1997
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Charles P. Moreton
/s/ Paul W. Murrill Director January 16, 1997
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Paul W. Murrill
/s/ William A. Percy, II Director January 16, 1997
- --------------------------
William A. Percy, II
/s/ Dan F. Smith Director January 16, 1997
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Dan F. Smith
/s/ Leland R. Speed Director January 16, 1997
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Leland R. Speed
/s/ R. Gerald Turner Director January 16, 1997
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R. Gerald Turner
</TABLE>
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Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jackson, State of
Mississippi, on the 16th day of January, 1997.
CHEMFIRST INC. 401(k) SAVINGS PLAN
By: /s/ R.M. Summerford
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R.M. Summerford
Employee Benefits Committee
By: /s/ Charles R. Gibson
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Charles R. Gibson
Employee Benefits Committee
By: /s/ Thomas G. Tepas
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Thomas G. Tepas
Employee Benefits Committee
By: /s/ J. Steve Chustz
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J. Steve Chustz
Employee Benefits Committee
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Index to Exhibits*
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Amended and Restated Articles of Incorporation of the Company are
incorporated by reference to Exhibit 3.1 of the Company's S-1
Registration Statement (file number 333-15789).
4.2 Bylaws of the Company are incorporated by reference to Exhibit 3.2 of
the Company's S-1 Registration Statement (file number 333-15789).
4.3 Rights Agreement dated as of October 30, 1996, by and between the
Company and KeyCorp Shareholder Services, Inc. is incorporated by
reference to Exhibit 4 of the Company's S-1 Registration Statement
(file number 333-15789).
4.4 The Company's 401(k) Savings Plan.
5.3 Determination letter dated April 24, 1986 from the IRS regarding the
Company's 401-K Savings Plan.
23.1 Consent of KPMG Peat Marwick LLP.
</TABLE>
* All exhibits have been previously filed or incorporated by reference.
