File No. 333-_________
As filed with the Securities and Exchange Commission on November , 2000
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. 401(k) SAVINGS AND
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
(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 1,000,000 shares (2) $20.72 (3) $20,718,750.00 (3) $6,474.61
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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 November 28, 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 1,000,000 shares of Common Stock being
carried forward pursuant to Rule 429 from the Registration Statement on
Form S-8 (File No. 333-18691). A registration fee of $6,611.42 was paid in
connection with the filing of such Registration Statement.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by ChemFirst Inc.
("ChemFirst") and relates to an additional 1,000,000 shares of ChemFirst common
stock, par value $1.00 per share (the "Common Stock"), issuable to participants
in the ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan and Trust
(the "Plan").
ChemFirst previously registered an aggregate of 1,000,000 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 23, 1996 (File No.
333-18691) (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 ChemFirst'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
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by ChemFirst are
incorporated herein by reference: (1) ChemFirst's Annual Report on Form 10-K for
the year ended December 31, 1999; (2) Proxy Statement for the Annual Meeting of
Stockholders of ChemFirst held on May 23, 2000; (3) ChemFirst's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000, and
September 30, 2000; and (4) the description of ChemFirst's Common Stock, par
value $1.00, contained in Item 1 of ChemFirst'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 ChemFirst 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.
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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 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 Amended and Restated Articles of Incorporation of ChemFirst Inc. are
incorporated by reference to Exhibit 3.1 to Amendment No. 1 to ChemFirst's
Form S-1 (File No. 333-15789) filed on November 18, 1996.
4.2 Bylaws of ChemFirst Inc., as amended, are incorporated by reference to
Exhibit 4.3 to ChemFirst's Registration Statement on Form S-8 (File No.
333-69965) filed on December 30, 1998.
4.3 Rights Agreement, dated as of October 30, 1996, between ChemFirst and
KeyCorp Shareholder Services, Inc. is incorporated by reference to Exhibit
4 to Amendment No. 1 to ChemFirst's Form S-1 (File No. 333-15789) filed on
November 18, 1996.
4.4 First Amendment to Rights Agreement dated effective May 1, 1997 by and
among ChemFirst, KeyCorp Shareholder Services, Inc. and The Bank of New
York, is incorporated by reference to Exhibit 4.5 to ChemFirst's Form S-8
(File No. 333-69965) filed on December 30, 1998.
4.5 Note Purchase Agreement between ChemFirst, State Farm Life Insurance
Company and Nationwide Life Insurance Company is incorporated by reference
to Exhibit 4(j) of ChemFirst's Annual Report on Form 10-K for fiscal year
ended December 31, 1998.
4.6 ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan and Trust
(as amended and restated effective January 1, 1997, and which supersedes
ChemFirst's 401(k) Savings Plan) is incorporated by reference to Exhibit
4.6 of ChemFirst's Post-Effective Amendment No. 2 to S-8 Registration
Statement (file no. 333-18691) filed July 27, 1999.
4.7 First Amendment to ChemFirst Inc. 401(k) and Employee Stock Ownership Plan
and Trust is incorporated by reference to Exhibit 4.6 of ChemFirst's
Post-Effective Amendment No. 2 to S-8 Registration Statement (file no.
333-18691) filed July 27, 1999.
4.8 Second Amendment to ChemFirst Inc. 401(k) Savings and Employee Stock
Ownership Plan and Trust is incorporated by reference to Exhibit 4.10 of
ChemFirst's Post-Effective Amendment No. 2 to S-8 Registration Statement
(file no. 333-18691) filed July 27, 1999.
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4.9 Third Amendment to ChemFirst 401(k) Savings and Employee Stock Ownership
Plan and Trust.
4.10 Fourth Amendment to ChemFirst 401(k) Savings and Employee Stock Ownership
Plan and Trust.
5.1 Determination letter dated June 23, 2000 from the IRS regarding the
ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan and Trust.
23.1 Consent of KPMG LLP.
24.1 Power of Attorney by each of the directors of ChemFirst appointing J.
Kelley Williams and R. Michael Summerford as attorney-in-fact is located
at page 5 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 the 30th day of
November, 2000.
CHEMFIRST INC.
BY: /s/ J. Kelley Williams
-----------------------
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 November 30, 2000
--------------------------- of Directors, Chief
J. Kelley Williams Executive Officer
(Principal Executive
Officer) and Director
/s/ R. Michael Summerford President and Chief November 30, 2000
--------------------------- Operating Officer
R. Michael Summerford
/s/ Max P. Bowman Vice President, November 30, 2000
--------------------------- Finance and Treasurer
Max P. Bowman (Principal Financial
Officer)
/s/ Troy B. Browning Controller (Principal November 30, 2000
--------------------------- Accounting Officer)
Troy B. Browning
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Richard P. Anderson Director November 30, 2000
---------------------------
Richard P. Anderson
/s/ Paul A. Becker Director November 30, 2000
---------------------------
Paul A. Becker
/s/ Michael J. Ferris Director November 30, 2000
---------------------------
Michael J. Ferris
/s/ James E. Fligg Director November 30, 2000
---------------------------
James E. Fligg
/s/ Robert P. Guyton Director November 30, 2000
---------------------------
Robert P. Guyton
/s/ Paul W. Murrill Director November 30, 2000
---------------------------
Paul W. Murrill
/s/ John F. Osborne Director November 30, 2000
---------------------------
John F. Osborne
/s/ William A. Percy, II Director November 30, 2000
---------------------------
William A. Percy, II
/s/ Dan F. Smith Director November 30, 2000
---------------------------
Dan F. Smith
/s/ Leland R. Speed Director November 30, 2000
---------------------------
Leland R. Speed
/s/ R. Gerald Turner Director November 30, 2000
---------------------------
R. Gerald Turner
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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 30th day of November, 2000.
CHEMFIRST INC. 401(k) SAVINGS AND EMPLOYEE
STOCK OWNERSHIP PLAN AND TRUST
By: /s/ J. Steve Chustz
--------------------------------------
J. Steve Chustz
Employee Benefits Committee
By: /s/ William B. Kemp, Jr.
--------------------------------------
William B. Kemp, Jr.
Employee Benefits Committee
By: /s/ George M. Simmons
--------------------------------------
George M. Simmons
Employee Benefits Committee
By: /s/ R. Michael Summerford
--------------------------------------
R. Michael Summerford
Employee Benefits Committee
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Index to Exhibits
Exhibit No. Description
4.1 Amended and Restated Articles of Incorporation of ChemFirst
Inc. are incorporated by reference to Exhibit 3.1 to Amendment
No. 1 to ChemFirst's Form S-1 (File No. 333-15789) filed on
November 18, 1996.
4.2 Bylaws of ChemFirst Inc., as amended, are incorporated by
reference to Exhibit 4.3 to ChemFirst's Registration Statement
on Form S-8 (File No. 333-69965) filed on December 30, 1998.
4.3 Rights Agreement, dated as of October 30, 1996, between
ChemFirst and KeyCorp Shareholder Services, Inc. is
incorporated by reference to Exhibit 4 to Amendment No. 1 to
ChemFirst' s Form S-1 (File No. 333-15789) filed on November
18, 1996.
4.4 First Amendment to Rights Agreement dated effective May 1,
1997 by and among ChemFirst, KeyCorp Shareholder Services,
Inc. and The Bank of New York, is incorporated by reference to
Exhibit 4.5 to ChemFirst's Form S-8 (File No. 333-69965) filed
on December 30, 1998.
4.5 Note Purchase Agreement between ChemFirst, State Farm Life
Insurance Company and Nationwide Life Insurance Company is
incorporated by reference to Exhibit 4(j) of ChemFirst's
Annual Report on Form 10-K for fiscal year ended December 31,
1998.
4.6 ChemFirst Inc. 401(k) Savings and Employee Stock Ownership
Plan and Trust (as amended and restated effective January 1,
1997, and which supersedes ChemFirst's 401(k) Savings Plan) is
incorporated by reference to Exhibit 4.6 of ChemFirst's
Post-Effective Amendment No. 2 to S-8 Registration Statement
(file no. 333-18691) filed July 27, 1999.
4.7 First Amendment to ChemFirst Inc. 401(k) and Employee Stock
Ownership Plan and Trust is incorporated by reference to
Exhibit 4.6 of ChemFirst's Post-Effective Amendment No. 2 to
S-8 Registration Statement (file no. 333-18691) filed July 27,
1999.
4.8 Second Amendment to ChemFirst Inc. 401(k) Savings and Employee
Stock Ownership Plan and Trust is incorporated by reference to
Exhibit 4.10 of ChemFirst's Post-Effective Amendment No. 2 to
S-8 Registration Statement (file no. 333-18691) filed July 27,
1999.
4.9 Third Amendment to ChemFirst 401(k) Savings and Employee Stock
Ownership Plan and Trust.
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4.10 Fourth Amendment to ChemFirst 401(k) Savings and Employee
Stock Ownership Plan and Trust.
5.1 Determination letter dated June 23, 2000 from the IRS
regarding the ChemFirst Inc. 401(k) Savings and Employee Stock
Ownership Plan and Trust.
23.1 Consent of KPMG LLP.
24.1 Power of Attorney by each of the directors of ChemFirst
appointing J. Kelley Williams and R. Michael Summerford as
attorney-in-fact is located at page 5 of this Registration
Statement.
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