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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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W. R. GRACE & CO.
(FORMERLY NAMED GRACE SPECIALTY CHEMICALS, INC.)
(Exact name of registrant as specified in its charter)
DELAWARE 65-0773649
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE TOWN CENTER ROAD
BOCA RATON, FLORIDA 33486-1010
(Address of principal executive offices, including zip code)
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W. R. GRACE & CO. SALARIED EMPLOYEES SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
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ROBERT B. LAMM
W. R. GRACE & CO.
ONE TOWN CENTER ROAD
BOCA RATON, FLORIDA 33486-1010
561/362-1645
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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- ----------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED* BE REGISTERED PER SHARE** OFFERING PRICE** REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 9,000,000 Shares $19.46875 $175,218,750 $51,689.53
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
* In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
referred to herein.
** Estimated for the sole purpose of computing the registration fee.
Pursuant to Rule 457(c), the stated price represents the average of
the high and low prices of the registrant's Common Stock in composite
when-issued trading on April 1, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the Securities Act of 1933 ("Securities Act") and the
regulations thereunder, the document or documents containing the information
specified in Part I of Form S-8 are not required to be filed with the
Securities and Exchange Commission ("SEC") as part of this Form S-8
Registration Statement and, therefore, are not set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the SEC by W. R. Grace & Co.,
formerly named Grace Specialty Chemicals, Inc. ("Company"), and the W. R. Grace
& Co. Salaried Employees Savings and Investment Plan ("Plan") are hereby
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the latest fiscal
year for which such a report has been filed.
2. The Plan's Annual Report on Form 11-K for the latest fiscal
year for which such a report has been filed.
3. All other reports filed by the Company or the Plan
with the SEC pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ("Exchange Act")
since the end of the latest fiscal year for which an
Annual Report on Form 10-K has been filed.
4. The description of the Company's Common Stock
included under the caption "Description of New Grace
Capital Stock" in the Company's Information
Statement, dated February 13, 1998, included in a
Registration Statement on Form 10 filed March 13,
1998.
All documents subsequently filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be
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incorporated by reference in this Registration Statement 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
BY-LAWS; STATE LAW. Under its By-laws, the Company is empowered, to
the fullest extent permitted by Delaware law, to indemnify its directors and
officers. The Bylaws provide that the Company will indemnify its directors and
officers against all expense, liability and loss (including attorneys' fees,
judgments, fines, excise taxes or penalties, and amounts paid in settlement)
resulting from various types of legal actions or proceedings if the actions of
the party being indemnified meet the standards of conduct specified under
Delaware law. Determinations concerning whether or not the applicable standards
have been met can be made by (a) a disinterested majority of the Board of
Directors, (b) independent legal counsel or (c) an affirmative vote of a
majority of the voting power held by stockholders entitled to vote thereon.
INSURANCE. The directors and officers of the Company are insured
against losses arising from any claim against them as such for wrongful acts or
omissions, subject to certain limitations.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits have been filed with this Registration
Statement:
Exhibit No. Exhibit
----------- -------
5 Internal Revenue Service determination letter
23 Consent of Price Waterhouse LLP
24 Powers of Attorney
3
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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 the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(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;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(b) 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.
(c) 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.
(d) that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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.
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
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foregoing provisions, or otherwise, the Registrant has been advised that in
the opinion of the SEC 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.
EXPERTS
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The audited financial statements incorporated in this
Registration Statement by reference have been so incorporated in reliance upon
the reports of Price Waterhouse LLP, independent certified public accountants,
given on the authority of such firm as experts in auditing and accounting.
5
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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 Boca Raton, State of Florida.
W. R. GRACE & CO.
By L. Ellberger*
---------------------------------
Date: April 8, 1998 (Senior Vice President and Chief
Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on April 8, 1998.
Signature Title
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A. J. Costello* Director; Chairman, President
and Chief Executive Officer
(Principal Executive Officer)
J. F. Akers* T. A. Holmes* }
H. A. Eckmann* J. J. Murphy* } Directors
M. A. Fox* T. A. Vanderslice* }
J. W. Frick* }
L. Ellberger* Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
K. A. Browne* Vice President and Controller
(Principal Accounting Officer)
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* By signing his name hereto, Robert B. Lamm is signing this document on
behalf of each of the persons indicated above pursuant to powers of
attorney duly executed by such persons and filed with the Securities and
Exchange Commission.
By /s/ROBERT B. LAMM
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Robert B. Lamm
(Attorney-in-Fact)
6
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SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the W. R. Grace & Co. Salaried Employees Savings
and Investment Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Boca
Raton, State of Florida, on April 8, 1998.
W. R. GRACE & CO. SALARIED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
BY /s/ P. DONAYRI
--------------------------------
(Chairman, Administrative Committee)
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EXHIBIT INDEX
Exhibit No. Exhibit
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5 Internal Revenue Service determination letter
23 Consent of Price Waterhouse LLP
24 Powers of Attorney
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INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR Employer Identification Number:
P.0. BOX 1055 13-3461988
ATLANTA, GA 30370 File Folder Number:
DATE JUL 13 1995 650044691
Person to Contact:
W.R. GRACE & CO. GARY W. FOOTE
ONE TOWN CENTER ROAD Contact Telephone Number:
BOCA RATON, FL 33486-1010 (404) 331-0912
Plan Name:
W.R. GRACE & CO. SALARIED
EMPLOYEES SAVINGS & INVESTMENT PLAN
Plan Number: 123
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated July 11, 1995. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted
on November 17, 1994.
This plan satisfies the requirements of Code section 4975(e)(7).
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees
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in the plan's coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Nelson A. Brooke
Nelson A. Brooke
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
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Exhibit 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 3, 1998, except for
"Packaging Business Transaction," as discussed in Notes 1 and 3, as to which
the date is March 23, 1998, appearing on page F-3 of Exhibit 99 to the Annual
Report on Form 10-K for the year ended December 31, 1997 of W. R. Grace & Co.
(formerly named Grace Specialty Chemicals, Inc.). We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page F-2 of such Exhibit to such Annual Report on Form 10-K.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
PRICE WATERHOUSE LLP
/s/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Ft. Lauderdale, Florida
April 8, 1998
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Exhibit 24
POWER OF ATTORNEY
The undersigned hereby appoints ROBERT H. BEBER, LARRY
ELLBERGER and ROBERT B. LAMM as his/her true and lawful attorneys-in-fact for
the purpose of signing all registration statements on Form S-8, and all
amendments thereto, to be filed by GRACE SPECIALTY CHEMICALS, INC., a Delaware
corporation to be renamed W. R. Grace & Co. ("Company"), with the Securities
and Exchange Commission with respect to the following plans adopted or assumed
by the Company: 1981 Stock Incentive Plan, 1986 Stock Incentive Plan, 1989
Stock Incentive Plan, 1994 Stock Incentive Plan, 1996 Stock Incentive Plan,
1998 Stock Incentive Plan, 1997 Stock Plan for Nonemployee Directors, 1998
Stock Plan for Nonemployee Directors, Hourly Employees Savings and Investment
Plan, and Salaried Employees Savings and Investment Plan. Each of such
attorneys-in-fact is appointed with full power to act without the other.
/s/J. F. Akers /s/J. W. Frick
/s/K. A. Browne /s/T. A. Holmes
/s/A. J. Costello /s/J. J. Murphy
/s/H. A. Eckmann /s/T. A. Vanderslice
/s/M. A. Fox
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POWER OF ATTORNEY
The undersigned hereby appoints ROBERT H. BEBER and ROBERT B.
LAMM as his true and lawful attorneys-in-fact for the purpose of signing all
registration statements on Form S-8, and all amendments thereto, to be filed by
GRACE SPECIALTY CHEMICALS, INC., a Delaware corporation to be renamed W. R.
Grace & Co. ("Company"), with the Securities and Exchange Commission with
respect to the following plans adopted or assumed by the Company: 1981 Stock
Incentive Plan, 1986 Stock Incentive Plan, 1989 Stock Incentive Plan, 1994
Stock Incentive Plan, 1996 Stock Incentive Plan, 1998 Stock Incentive Plan,
1997 Stock Plan for Nonemployee Directors, 1998 Stock Plan for Nonemployee
Directors, Hourly Employees Savings and Investment Plan, and Salaried Employees
Savings and Investment Plan. Each of such attorneys-in-fact is appointed with
full power to act without the other.
/s/ L. Ellberger
