As filed with the Securities and Exchange Commission on January 16, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
Freeport-McMoRan Sulphur Inc.
(Exact name of registrant as specified in its charter)
Delaware 72-1392855
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1615 Poydras Street
New Orleans, Louisiana 70112
(Address, including zip code, of registrant's
principal executive offices)
Freeport-McMoRan Sulphur Inc. Adjusted Stock Award Plan
Freeport-McMoRan Sulphur Inc. 1997 Stock Option Plan
Freeport-McMoRan Sulphur Inc. 1997 Stock Option Plan for Non-Employee Directors
(Full titles of the plans)
__________
John G. Amato
General Counsel
Freeport-McMoRan Sulphur Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
(504) 582-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed Amount of
Title of Amount to be offering price maximum registration
securities to be registered(1) per unit aggregate fee
registered offering price
Common Stock (par
value $.01 per 1,500,517 Shares $11.00(2) $16,505,687.00(2) $4,869.18(2)
share)
Preferred Stock
Purchase Rights 1,500,517 Rights $ --.-- (3) $ --.--(3) $ --.--(3)
(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving Common
Stock of the Company, the number of shares and rights registered shall
be automatically increased to cover the additional shares and rights in
accordance with Rule 416(a) under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on the New York
Stock Exchange on January 9, 1998.
(3) Preferred Stock Purchase Rights are attached to and trade with the Common
Stock of the Company. The value attributable to such Rights, if any, is
reflected in the market price of such Common Stock. Because no separate
consideration is paid for such Rights, the registration fee for such securities
is included in the fee for such Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Freeport-
McMoRan Sulphur Inc. (the "Company") with the Securities and Exchange
Commission (the "SEC"), are incorporated herein by reference:
(1) The Company's Registration Statement on Form 10 dated
November 14, 1997 (the "Form 10"), filed pursuant to Section 12(b) of
the Securities Exchange Act of 1934 (the "Exchange Act");
(2) All reports filed by the Company pursuant to Section 13 of
the Exchange Act; and
(3) The description of the Company's Common Stock contained in
the Form 10, including any amendment thereto or report filed for the
purpose of updating such description.
All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining
unsold shall, except to the extent otherwise provided by Regulation S-
K or any other rule promulgated by the SEC, be deemed to be
incorporated by reference in this Registration Statement and to be
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.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may limit the liability of and indemnify
its directors and officers against liability in a variety of
circumstances. In accordance with the DGCL, the Company's Certificate
of Incorporation ("Certificate") contains provisions eliminating the
personal liability of the directors to the Company and its
stockholders for monetary damages for breaches of their fiduciary
duties as directors to the fullest extent permitted by Delaware law.
By virtue of these provisions, under current Delaware law, a director
of the Company will not be personally liable for monetary damages for
a breach of his fiduciary duty except for liability for (a) a breach
of his duty of loyalty to the Company or to its stockholders, (b) acts
or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (c) dividends or stock repurchases or
redemptions that are unlawful under Delaware law and (d) any
transaction from which he receives an improper personal benefit. The
Certificate provides that if Delaware law is amended to authorize the
further elimination or limitation of the liability of a director, then
the liability of the directors shall be eliminated or limited to the
fullest extent permitted by Delaware law, as amended. In addition,
the Company's By-laws require the Company to indemnify its officers
and directors against expenses and costs, judgments, settlements and
fines incurred in the defense of any claim, including any claim
brought by or in the right of the Company, to which they were made
parties by reason of being or having been officers or directors.
The Company has purchased from Reliance Insurance Company and
Executive Risk Indemnity Inc. directors and officers liability
policies with a combined annual aggregate limit of $10,000,000 to
insure certain liabilities of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this Registration
Statement has been signed on behalf of certain officers and
directors of the Company.
Item 9. Undertakings.
(a) The undersigned 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
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 registrant hereby undertakes that, for pur-
poses of determining any liability under the Securities Act of 1933,
each filing of the registrant'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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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
proceedings) 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 of 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.
SIGNATURES
The Registrant. 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 New Orleans, State of Louisiana, on
January 16, 1998.
FREEPORT-MCMORAN SULPHUR INC.
By: /s/ Robert M. Wohleber
Robert M. Wohleber
President and
Chief Executive Officer
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
* Co-Chairman of the Board January 16, 1998
James R. Moffett
* Co-Chairman of the Board January 16, 1998
Rene L. Latiolais
* Vice Chairman of the Board January 16, 1998
Richard C. Adkerson
/s/ Robert M. Wohleber Director, President, and January 16, 1998
Robert M. Wohleber Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer)
* Director January 16, 1998
J. Terrell Brown
* Director January 16, 1998
Thomas D. Clark, Jr.
* Director January 16, 1998
B.M. Rankin, Jr.
* Vice President and Controller - January 16, 1998
C. Donald Whitmire, Jr. Financial Reporting
(Principal Accounting Officer)
*By: /s/ Robert M. Wohleber
Robert M. Wohleber
Attorney-in-Fact
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this
Registration Statement has been signed on behalf
of certain officers and directors of the Company.
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
January 16, 1998
Freeport-McMoRan Sulphur Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
Gentlemen:
We have acted as counsel for Freeport-McMoRan Sulphur Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Company with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to the offering by the Company
of 1,500,517 shares (the "Shares") of common stock, $.01 par value for each
share, pursuant to the terms of the Adjusted Stock Award Plan, the 1997 Stock
Option Plan, and the 1997 Stock Option Plan for Non-Employee Directors
(collectively, the "Plans") of the Company.
Based upon the foregoing and upon our examination of such matters as we
deem necessary to furnish this opinion, we are of the opinion that the Shares
have been duly authorized and, when issued for at least par value upon the
terms described in the Plans and the Registration Statement, will be validly
issued and outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
Margaret F. Murphy, Partner
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports included in the Freeport-McMoRan Sulphur Inc. Form 10 dated
November 14, 1997 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
January 16, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of Freeport-McMoRan Sulphur Inc. (the "Company"),
does hereby make, constitute, and appoint RENE L. LATIOLAIS, RICHARD
C. ADKERSON, and ROBERT M. WOHLEBER, and each of them acting
individually, the true and lawful attorney of the undersigned with
power to act without the others and with full power of substitution
and resubstitution to execute, deliver, and file, for and on behalf of
the undersigned and in the name of the undersigned and in the capacity
or capacities of the undersigned as aforesaid, a Registration
Statement of the Company on Form S-8, or on such other Form as may be
determined to be applicable, providing for the registration under the
Act of shares of Company common stock that may be issued under the
Adjusted Stock Award Plan, the 1997 Stock Option Plan, and the 1997
Stock Option Plan for Non-Employee Directors of the Company, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them full
power and authority to do and perform each and every act and thing
whatsoever that said attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 16th day of January, 1998.
/s/ James R. Moffett
JAMES R. MOFFETT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of Freeport-McMoRan Sulphur Inc. (the "Company"),
does hereby make, constitute, and appoint JAMES R. MOFFETT, RICHARD C.
ADKERSON, and ROBERT M. WOHLEBER, and each of them acting
individually, the true and lawful attorney of the undersigned with
power to act without the others and with full power of substitution
and resubstitution to execute, deliver, and file, for and on behalf of
the undersigned and in the name of the undersigned and in the capacity
or capacities of the undersigned as aforesaid, a Registration
Statement of the Company on Form S-8, or on such other Form as may be
determined to be applicable, providing for the registration under the
Act of shares of Company common stock that may be issued under the
Adjusted Stock Award Plan, the 1997 Stock Option Plan, and the 1997
Stock Option Plan for Non-Employee Directors of the Company, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them full
power and authority to do and perform each and every act and thing
whatsoever that said attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 16th day of January, 1998.
/s/ Rene L. Latiolais
RENE L. LATIOLAIS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of Freeport-McMoRan Sulphur Inc. (the "Company"),
does hereby make, constitute, and appoint JAMES R. MOFFETT, RENE L.
LATIOLAIS, and ROBERT M. WOHLEBER, and each of them acting
individually, the true and lawful attorney of the undersigned with
power to act without the others and with full power of substitution
and resubstitution to execute, deliver, and file, for and on behalf of
the undersigned and in the name of the undersigned and in the capacity
or capacities of the undersigned as aforesaid, a Registration
Statement of the Company on Form S-8, or on such other Form as may be
determined to be applicable, providing for the registration under the
Act of shares of Company common stock that may be issued under the
Adjusted Stock Award Plan, the 1997 Stock Option Plan, and the 1997
Stock Option Plan for Non-Employee Directors of the Company, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them full
power and authority to do and perform each and every act and thing
whatsoever that said attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 16th day of January, 1998.
/s/ Richard C. Adkerson
RICHARD C. ADKERSON
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of Freeport-McMoRan Sulphur Inc. (the "Company"),
does hereby make, constitute, and appoint JAMES R. MOFFETT, RENE L.
LATIOLAIS and RICHARD C. ADKERSON,and each of them acting
individually, the true and lawful attorney of the undersigned with
power to act without the others and with full power of substitution
and resubstitution to execute, deliver, and file, for and on behalf of
the undersigned and in the name of the undersigned and in the capacity
or capacities of the undersigned as aforesaid, a Registration
Statement of the Company on Form S-8, or on such other Form as may be
determined to be applicable, providing for the registration under the
Act of shares of Company common stock that may be issued under the
Adjusted Stock Award Plan, the 1997 Stock Option Plan, and the 1997
Stock Option Plan for Non-Employee Directors of the Company, and any
amendment or amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them full
power and authority to do and perform each and every act and thing
whatsoever that said attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 16th day of January, 1998.
/s/ Robert M. Wohleber
ROBERT M. WOHLEBER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of Freeport-McMoRan Sulphur Inc. (the "Company"),
does hereby make, constitute, and appoint JAMES R. MOFFETT, RENE L.
LATIOLAIS, RICHARD C. ADKERSON, and ROBERT M. WOHLEBER, and each of
them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power
of substitution and resubstitution to execute, deliver, and file, for
and on behalf of the undersigned and in the name of the undersigned
and in the capacity or capacities of the undersigned as aforesaid, a
Registration Statement of the Company on Form S-8, or on such other
Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may
be issued under the Adjusted Stock Award Plan, the 1997 Stock Option
Plan, and the 1997 Stock Option Plan for Non-Employee Directors of the
Company, and any amendment or amendments to such Registration
Statement and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and each
of them full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 16th day of January, 1998.
/s/ J. Terrell Brown
J. TERRELL BROWN
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of Freeport-McMoRan Sulphur Inc. (the "Company"),
does hereby make, constitute, and appoint JAMES R. MOFFETT, RENE L.
LATIOLAIS, RICHARD C. ADKERSON, and ROBERT M. WOHLEBER, and each of
them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power
of substitution and resubstitution to execute, deliver, and file, for
and on behalf of the undersigned and in the name of the undersigned
and in the capacity or capacities of the undersigned as aforesaid, a
Registration Statement of the Company on Form S-8, or on such other
Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may
be issued under the Adjusted Stock Award Plan, the 1997 Stock Option
Plan, and the 1997 Stock Option Plan for Non-Employee Directors of the
Company, and any amendment or amendments to such Registration
Statement and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and each
of them full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 12th day of January, 1998.
/s/ Thomas D. Clark, Jr.
THOMAS D. CLARK, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of Freeport-McMoRan Sulphur Inc. (the "Company"),
does hereby make, constitute, and appoint JAMES R. MOFFETT, RENE L.
LATIOLAIS, RICHARD C. ADKERSON, and ROBERT M. WOHLEBER, and each of
them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power
of substitution and resubstitution to execute, deliver, and file, for
and on behalf of the undersigned and in the name of the undersigned
and in the capacity or capacities of the undersigned as aforesaid, a
Registration Statement of the Company on Form S-8, or on such other
Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may
be issued under the Adjusted Stock Award Plan, the 1997 Stock Option
Plan, and the 1997 Stock Option Plan for Non-Employee Directors of the
Company, and any amendment or amendments to such Registration
Statement and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and each
of them full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 14th day of January, 1998.
/s/ B.M. Rankin, Jr.
B.M. RANKIN, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of Freeport-McMoRan Sulphur Inc. (the "Company"),
does hereby make, constitute, and appoint JAMES R. MOFFETT, RENE L.
LATIOLAIS, RICHARD C. ADKERSON, and ROBERT M. WOHLEBER, and each of
them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power
of substitution and resubstitution to execute, deliver, and file, for
and on behalf of the undersigned and in the name of the undersigned
and in the capacity or capacities of the undersigned as aforesaid, a
Registration Statement of the Company on Form S-8, or on such other
Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may
be issued under the Adjusted Stock Award Plan, the 1997 Stock Option
Plan, and the 1997 Stock Option Plan for Non-Employee Directors of the
Company, and any amendment or amendments to such Registration
Statement and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and each
of them full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 16th day of January, 1998.
/s/ C. Donald Whitmire, Jr.
C. DONALD WHITMIRE, JR.
