<PAGE> 1
Registration No. 333-
As filed with the Securities and Exchange Commission on March 23, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
CORN PRODUCTS INTERNATIONAL, INC.
(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE 22-3514823
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
6500 SOUTH ARCHER AVENUE, BEDFORD PARK, ILLINOIS 60501
(Address of Principal Executive Offices) (Zip Code)
CORN PRODUCTS INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN and
CORN PRODUCTS INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES
(Full Title of the Plans)
MARCIA E. DOANE
Vice President, General Counsel and Corporate Secretary
Corn Products International, Inc.
6500 South Archer Avenue
Bedford Park, Illinois 60501
(Name and Address of Agent For Service)
(708) 563-2400
(Telephone Number, Including Area Code, of Agent For Service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Proposed Maximum
Title Of Securities To Amount To Be Offering Price Per Proposed Maximum Amount Of
Be Registered Registered Share Aggregate Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 1,000,000 shares (1) $2,434,375(2) $24,343,750(2) $6,426.75
value (3)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plans described herein.
(2) Estimated pursuant to Rule 457(h)(1) solely for the purpose of
calculating the registration fee. Estimate based on the average of the
high and low share prices reported on the New York Stock Exchange for
March 20, 2000.
(3) Includes 1,000,000 associated rights ("Rights") to purchase 1/100 of a
share of Series A Junior Participating Preferred Stock, par value $.01
per share. Rights initially are attached to and trade with the shares
of Common Stock being registered hereby. Value attributable to such
Rights, if any, is reflected in the market price of the Common Stock.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended, and 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 heretofore filed with the Securities and
Exchange Commission (the "Commission") by Corn Products International, Inc. (the
"Company" or the "Corporation") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1998 filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999
filed under the Exchange Act;
(c) The Company's Current Reports on Forms 8-K and 8-K/A filed
under the Exchange Act on February 2, 1999, February 16, 1999 and
August 27, 1999;
(d) The description of the common stock, par value $.01 per
share, of the Company which is contained in the Company's Report on
Form 8-A, dated December 17, 1997, and filed with the Commission;
(e) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1998; and
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Company are entitled, under certain circumstances, to
be indemnified against all expenses and liabilities (including attorneys' fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct.
Article VII of the Company's Amended By-laws entitles officers,
directors and controlling persons of the Company to indemnification to the full
extent permitted by Section 145 of DGCL, as the same may be supplemented or
amended from time to time.
Article VII of the Company's By-laws provides:
INDEMNIFICATION
Section 1. Each person who was or is made a party to or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, she, or a
person for whom he or she is the legal representative, is or was a
director, officer or employee of the Corporation or is or was serving
at the request of the Corporation as a director, officer or employee of
another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
shall be indemnified by the Corporation to the fullest extent permitted
by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes,
penalties and
2
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amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection with such service; provided,
however that the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by him or her
only if such proceeding was authorized by the Board of Directors,
either generally or in the specific instance. The right to
indemnification shall include the advancement of expenses incurred in
defending any such proceeding in advance of its final disposition in
accordance with procedures established from time to time by the Board
of Directors; provided, however, that, if the Delaware General
Corporation Law so requires, the director, officer or employee shall
deliver to the Corporation an undertaking to repay all amounts so
advanced if it shall ultimately be determined that he or she is not
entitled to be indemnified under this Article or otherwise.
Section 2. The rights of indemnification provided in this
Article shall be in addition to any rights to which any person may
otherwise be entitled by law or under any By-law, agreement, vote of
stockholders or disinterested directors, or otherwise. Unless otherwise
provided when authorized or ratified, such rights shall continue as to
any person who has ceased to be a director, officer or employee and
shall inure to the benefit of his or her heirs, executors and
administrators, and shall be applicable to proceedings commenced after
the adoption hereof, whether arising from acts or omissions occurring
before or after the adoption hereof.
Section 3. The Corporation may purchase and maintain insurance
to protect any person against any liability or expense asserted against
or incurred by such person in connection with any proceeding, whether
or not the Corporation would have the power to indemnify such person
against such liability or expense by law or under this Article or
otherwise. The Corporation may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of
credit) to insure the payment of such sums as may become necessary to
effect indemnification as provided herein.
The Company has entered into separate indemnification agreements with
directors and officers of the Company, pursuant to which the Company will
indemnify such directors and officers to the fullest extent permitted by
Delaware law and the Company's Amended By-laws, as the same may be amended from
time to time.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
3
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ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
4(a) Certificate of Incorporation of the Company, as amended
(incorporated by reference to the Company's Registration Statement
on Form 10, as amended (File No. 1-13397)).
4(b) Amended By-laws of the Company (incorporated by reference to the
Company's Registration Statement on Form 10, as amended (File No.
1-13397)).
4(c) Rights Agreement, dated as of November 19, 1997, between the
Company and First Chicago Trust Company of New York, as Rights
Agent (incorporated by reference to the Company's Registration
Statement on Form 8-A (File No. 1-13397)).
4(d) Corn Products International, Inc. Retirement Savings Plan
(incorporated by reference to the Company's Registration Statement
on Form S-8 filed with the Commission on December 30, 1997 (File
No. 333-43479)).
4(e) Amendments to Corn Products International, Inc. Retirement Savings
Plan (incorporated by reference to the Company's Registration
Statement on Form S-8 filed with the Commission on February 1, 1999
(File No. 333-71573)).
4(f) Corn Products International, Inc. Retirement Savings Plan for
Hourly Employees (incorporated by reference to the Company's
Registration Statement on Form S-8 filed with the Commission on
February 1, 1999 (File No. 333-71573)).
*23(a) Consent of KPMG LLP.
*24 Powers of Attorney contained on signature page hereto.
- ------------------------
*Filed herewith
4
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ITEM 9. UNDERTAKINGS.
(a) The 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:
(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 this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for 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 remained unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes 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
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 this 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.
5
<PAGE> 7
(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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to comply in a timely
manner with any changes to the Corn Products International, Inc. Retirement
Savings Plan and the Corn Products International, Inc. Retirement Savings Plan
for Hourly Employees required by the Internal Revenue Service (the "IRS") in
order to obtain a favorable determination letter from the IRS in a timely
manner.
6
<PAGE> 8
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 Mexico, Federal District, Republic of Mexico on
this 22nd day of March, 2000.
CORN PRODUCTS INTERNATIONAL, INC.
By: /s/ Konrad Schlatter
--------------------------------------
Konrad Schlatter
Chief Executive Officer
7
<PAGE> 9
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 22, 2000:
<TABLE>
<CAPTION>
SIGNATURE TITLE(S)
<S> <C>
/s/ Konrad Schlatter
- -------------------------------- Chairman, Chief Executive Officer and Director
Konrad Schlatter
/s/ Samuel C. Scott
- -------------------------------- President, Chief Operating Officer and Director
Samuel C. Scott
/s/ James W. Ripley
- -------------------------------- Vice President-Finance and Chief Financial Officer
James W. Ripley (principal financial and accounting officer)
*
- -------------------------------- Director
Ignacio Aranguren-Castiello
*
- -------------------------------- Director
Alfred C. DeCrane, Jr.
*
- -------------------------------- Director
William C. Ferguson
*
- -------------------------------- Director
Guenther E. Greiner
*
- -------------------------------- Director
Ronald M. Gross
*
- -------------------------------- Director
Richard G. Holder
*
- -------------------------------- Director
Bernard H. Kastory
*
- -------------------------------- Director
William S. Norman
*
- -------------------------------- Director * By: /s/ Marcia E. Doane
Clifford B. Storms -------------------------------
Attorney-in-Fact
</TABLE>
<PAGE> 10
The Corn Products International, Inc. Retirement Savings Plan. Pursuant
to the requirement of the Securities Act of 1933, as amended, the Plan
administrator has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Bedford
Park, State of Illinois, on this 22nd day of March, 2000.
CORN PRODUCTS INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
By: /s/ John Surowiec
-------------------------------------
Name: John Surowiec
Title: Plan Administrator
The Corn Products International, Inc. Retirement Savings Plan for
Hourly Employees. Pursuant to the requirement of the Securities Act of 1933, as
amended, the Plan administrator has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Bedford Park, State of Illinois, on this 22nd day of March, 2000.
CORN PRODUCTS INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES
By: /s/ John Surowiec
-------------------------------------
Name: John Surowiec
Title: Plan Administrator
<PAGE> 11
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4(a) Certificate of Incorporation of the Company, as amended
(incorporated by reference to the Company's Registration Statement
on Form 10, as amended (File No. 1-13397)).
4(b) Amended By-laws of the Company (incorporated by reference to the
Company's Registration Statement on Form 10, as amended (File No.
1-13397)).
4(c) Rights Agreement, dated as of November 19, 1997, between the
Company and First Chicago Trust Company of New York, as Rights
Agent (incorporated by reference to the Company's Registration
Statement on Form 8-A (File No. 1-13397)).
4(d) Corn Products International, Inc. Retirement Savings Plan
(incorporated by reference to the Company's Registration Statement
on Form S-8 filed with the Commission on December 30, 1997 (File
No. 333-43479)).
4(e) Amendments to Corn Products International, Inc. Retirement Savings
Plan (incorporated by reference to the Company's Registration
Statement on Form S-8 filed with the Commission on February 1, 1999
(File No. 333-71573)).
4(f) Corn Products International, Inc. Retirement Savings Plan for
Hourly Employees (incorporated by reference to the Company's
Registration Statement on Form S-8 filed with the Commission on
February 1, 1999 (File No. 333-71573)).
*23(a) Consent of KPMG LLP.
*24 Powers of Attorney contained on signature page hereto.
- ------------------------
*Filed herewith
<PAGE> 1
EXHIBIT-23(a)
CONSENT OF KPMG LLP
The Board of Directors
of Corn Products International, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 29, 1999,
incorporated by reference in Corn Products International, Inc.'s Form 10-K for
the year ended December 31, 1998.
/s/ KPMG LLP
Chicago, Illinois
March 20, 2000
<PAGE> 1
EXHIBIT - 24
================================================================================
POWER OF ATTORNEY
CORN PRODUCTS INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN AND
CORN PRODUCTS INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES
================================================================================
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director or
officer of Corn Products International, Inc., a Delaware corporation (the
"Company"), do hereby constitute and appoint KONRAD SCHLATTER and MARCIA E.
DOANE, and each of them, with full power to act without the other, as my true
and lawful attorney-in-fact and agent, with full and several power of
substitution, for and in my name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 with respect to the Corn Products
International, Inc. Retirement Savings Plan and the Corn Products International,
Inc. Retirement Savings Plan for Hourly Employees and any and all amendments
(including post-effective amendments) to said 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, and each of them, 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 I might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument this 22nd day of
March, 2000.
/s/ Ignacio Aranguren-Castiello /s/ Bernard H. Kastory
- ---------------------------------- --------------------------------------
Ignacio Aranguren-Castiello Bernard H. Kastory
/s/ Alfred C. DeCrane, Jr. /s/ William S. Norman
- ---------------------------------- --------------------------------------
Alfred C. DeCrane, Jr. William S. Norman
/s/ William C. Ferguson /s/ Konrad Schlatter
- ---------------------------------- --------------------------------------
William C. Ferguson Konrad Schlatter
/s/ Guenther E. Greiner /s/ Sam Scott
- ---------------------------------- --------------------------------------
Guenther E. Greiner Sam Scott
/s/ Ronald M. Gross /s/ Clifford B. Storms
- ---------------------------------- --------------------------------------
Ronald M. Gross Clifford B. Storms
/s/ Richard G. Holder
- ----------------------------------
Richard G. Holder
