File No. 333-_______
As filed with the Securities and Exchange Commission on June 5, 2000
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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
CHEMFIRST INC.
(Exact name of issuer as specified in its charter)
Mississippi 64-0354930
(State of Incorporation) (I.R.S. Employer ID Number)
700 North Street, Jackson, MS 39202
(Address of Principal Executive Offices) (Zip Code)
CHEMFIRST INC. 1998 LONG-TERM INCENTIVE 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum
Title of Securities Amount to be Proposed Maximum Offering Aggregate Offering Amount of
to be Registered Registered Price per Share (1) Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $1.00 750,000 shares (2) $21.00 (3) $15,750,000.00 (3) $4,148.52
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Phantom Share Units maximum of 750,000 N/A N/A N/A
units (4)
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</TABLE>
(1) Estimated solely for calculation of the registration fee pursuant to Rule
457(h), based on the average of the high and low sale prices reported on
the New York Stock Exchange on May 31, 2000.
(2) Pursuant to Rule 416, this Registration Statement shall include, in
addition to the number of shares of Common Stock stated above, such
indeterminate number of additional shares of Common Stock as may be issued
under such plan as a result of adjustment provisions thereunder.
(3) Does not include an additional 950,000 shares of Common Stock being
carried forward pursuant to Rule 429 from the Registration Statement on
Form S-8 (File No. 333-69965). A registration fee of $4,927.13 was paid in
connection with the filing of such Registration Statement.
(4) The maximum number of share units registered hereunder is equal to the
total number of share units which would be convertible into 750,000 shares
of Common Stock.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by ChemFirst Inc. (the
"Company") and relates to an additional 750,000 shares of the Company's common
stock, par value $1.00 per share (the "Common Stock"), issuable to participants
in the ChemFirst Inc. 1998 Long-Term Incentive Plan (the "Plan").
The Company previously registered an aggregate of 950,000 shares of Common
Stock for issuance under the Plan under a Registration Statement on Form S-8, as
filed with the Securities and Exchange Commission on December 30, 1998 (File No.
333-69965) (the "Initial Registration Statement").
Pursuant to General Instruction E to Form S-8, this Registration Statement
incorporates by reference the contents of the Initial Registration Statement,
except as otherwise set forth herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus to be used for offers and sales of the Company's Common
Stock covered by this Registration Statement has been omitted in accordance with
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following documents filed with the Commission by the Company are
incorporated herein by reference: (1) the Company's Annual Report on Form 10-K
for the year ended December 31, 1999; (2) Proxy Statement for the Annual Meeting
of Stockholders of the Company held on May 23, 2000; (3) the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000; and (4) the
description of the Company's Common Stock, par value $1.00, contained in Item 1
of the Company's Registration Statement on Form 8-A filed on December 9, 1996
(File No. 001-12547), including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the filing hereof and 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 by reference in this Registration Statement and to
be a part hereof from the date of filing such documents.
For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be
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modified or superseded to the extent that a subsequently filed document or a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such document or such statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 8. Exhibits
4.1 ChemFirst Inc. 1998 Long-Term Incentive Plan, as amended, is included as
Appendix A to the Company's Proxy Statement filed in connection with the
Annual Meeting of Stockholders held on May 23, 2000, and is incorporated
by reference.
4.2 Amended and Restated Articles of Incorporation of ChemFirst Inc. were
filed as Exhibit 3.1 to Amendment No. 1 to the Company's Form S-1 (File
No. 333-15789) filed on November 18, 1996, and are incorporated herein by
reference.
4.3 Bylaws of ChemFirst Inc., as amended, were filed as Exhibit 4.3 to the
Company's Registration Statement on Form S-8 (File No. 333-69965) filed on
December 30, 1998, and are incorporated herein by reference.
4.4 Rights Agreement, dated as of October 30, 1996, between the Company and
KeyCorp Shareholder Services, Inc. was filed as Exhibit 4 to Amendment No.
1 to the Company's Form S-1 (File No. 333-15789) filed on November 18,
1996, and is incorporated herein by reference.
4.5 First Amendment to Rights Agreement dated effective May 1, 1997 by and
among the Company, KeyCorp Shareholder Services, Inc. and The Bank of New
York, was filed as Exhibit 4.5 to the Company's Form S-8 (File No.
333-69965) filed on December 30, 1998, and is incorporated herein by
reference.
5.1 Opinion of J. Steve Chustz, General Counsel to ChemFirst Inc., as to
legality of securities being registered.
23.1 Consent of J. Steve Chustz is contained within the opinion of counsel
filed as Exhibit 5.1.
23.2 Consent of KPMG LLP.
24.1 Power of Attorney by each of the directors of the Company appointing J.
Kelley Williams and R. Michael Summerford as attorney-in-fact is located
at page 4 of this Registration Statement.
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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 Jackson, State of Mississippi, on June 1, 2000.
CHEMFIRST INC.
BY: /s/ J. Kelley Williams
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J. Kelley Williams,
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Kelley Williams and R. Michael Summerford and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ J. Kelley Williams Chairman of the Board June 1, 2000
------------------------- of Directors, Chief
J. Kelley Williams Executive Officer
(Principal Executive
Officer) and Director
/s/ R. Michael Summerford President and Chief June 1, 2000
------------------------- Operating Officer
R. Michael Summerford
/s/ Max P. Bowman Vice President, June 1, 2000
------------------------- Finance and Treasurer
Max P. Bowman (Principal Financial
Officer)
/s/ Troy B. Browning Controller (Principal June 1, 2000
------------------------- Accounting Officer)
Troy B. Browning
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Richard P. Anderson Director June 1, 2000
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Richard P. Anderson
/s/ Paul A. Becker Director June 1, 2000
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Paul A. Becker
/s/ Michael J. Ferris Director June 1, 2000
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Michael J. Ferris
/s/ James E. Fligg Director June 1, 2000
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James E. Fligg
/s/ Robert P. Guyton Director June 1, 2000
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Robert P. Guyton
/s/ Paul W. Murrill Director June 1, 2000
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Paul W. Murrill
/s/ John F. Osborne Director June 1, 2000
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John F. Osborne
/s/ William A. Percy, II Director June 1, 2000
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William A. Percy, II
/s/ Dan F. Smith Director June 1, 2000
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Dan F. Smith
/s/ Leland R. Speed Director June 1, 2000
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Leland R. Speed
/s/ R. Gerald Turner Director June 1, 2000
-------------------------
R. Gerald Turner
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Index to Exhibits
Exhibit
No. Description
4.1 ChemFirst Inc. 1998 Long-Term Incentive Plan, as amended, is included as
Appendix A to the Company's Proxy Statement filed in connection with the
Annual Meeting of Stockholders held on May 23, 2000, and is incorporated
by reference.
4.2 Amended and Restated Articles of Incorporation of ChemFirst Inc. were
filed as Exhibit 3.1 to Amendment No. 1 to the Company's Form S-1 (File
No. 333-15789) filed on November 18, 1996, and are incorporated herein
by reference.
4.3 Bylaws of ChemFirst Inc., as amended, were filed as Exhibit 4.3 to the
Company's Registration Statement on Form S-8 (File No. 333-69965) filed
on December 30, 1998, and are incorporated herein by reference.
4.4 Rights Agreement, dated as of October 30, 1996, between the Company and
KeyCorp Shareholder Services, Inc. was filed as Exhibit 4 to Amendment
No. 1 to the Company's Form S-1 (File No. 333-15789) filed on November
18, 1996, and is incorporated herein by reference.
4.5 First Amendment to Rights Agreement dated effective May 1, 1997 by and
among the Company, KeyCorp Shareholder Services, Inc. and The Bank of
New York, was filed as Exhibit 4.5 to the Company's Form S-8 (File No.
333-69965) filed on December 30, 1998, and is incorporated herein by
reference.
5.1 Opinion of J. Steve Chustz, General Counsel to ChemFirst Inc., as to
legality of securities being registered.
23.1 Consent of J. Steve Chustz is contained within the opinion of counsel
filed as Exhibit 5.1.
23.2 Consent of KPMG LLP.
24.1 Power of Attorney by each of the directors of the Company appointing J.
Kelley Williams and R. Michael Summerford as attorney-in-fact is located
at page 4 of this Registration Statement.
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