<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000
REGISTRATION NO. 333-64641
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PHILIPP BROTHERS CHEMICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
NEW YORK 2819 13-1840497
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NUMBER)
</TABLE>
------------------------
ONE PARKER PLAZA
FORT LEE, NEW JERSEY 07024
(201) 944-6020
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
SEE TABLE OF ADDITIONAL REGISTRANTS
------------------------
JACK C. BENDHEIM,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PHILIPP BROTHERS CHEMICALS, INC.
ONE PARKER PLAZA
FORT LEE, NEW JERSEY 07024
(201) 944-6020
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
With a copy to:
LAWRENCE M. BELL, ESQ.
GOLENBOCK, EISEMAN, ASSOR & BELL
437 MADISON AVENUE
NEW YORK, NEW YORK 10022-7302
(212) 907-7300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. //
If this form is a post effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /X/ Registration No. 333-64641
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
STATE OR OTHER PRIMARY STANDARD
JURISDICTION OF INDUSTRIAL
EXACT NAME OF REGISTRANT INCORPORATION OR CLASSIFICATION IRS EMPLOYER
AS SPECIFIED IN ITS CHARTER ORGANIZATION CODE NUMBER IDENTIFICATION NO.
<S> <C> <C> <C>
C.P. Chemicals, Inc. New Jersey 2819 22-1548721
One Parker Plaza
Fort Lee, New Jersey 07024
(201) 944-6020
Koffolk, Inc. Delaware 2819 22-3429128
One Parker Plaza
Fort Lee, New Jersey 07024
(201) 944-6020
Phibro-Tech, Inc. Delaware 2819 22-3060339
One Parker Plaza
Fort Lee, New Jersey 07024
(201) 944-6020
MRT Management Corp. Delaware 2819 22-3407010
One Parker Plaza
Fort Lee, New Jersey 07024
(201) 944-6020
Mineral Resource Technologies, L.L.C. Delaware 2819 58-2204234
120 Interstate North Parkway East,
Suite 440
Atlanta, Georgia 30339
(770) 989-0089
Prince Agriproducts, Inc. Delaware 2819 23-1653576
One Prince Plaza
Quincy, Illinois 62301
(217) 222-8854
The Prince Manufacturing Company Pennsylvania 2819 13-2793019
700 Lehigh Street
Bowmanstown, Pennsylvania 18030
(610) 852-2345
The Prince Manufacturing Company Illinois 2819 13-2793024
One Prince Plaza
Quincy, Illinois 62301
Phibrochem, Inc. New Jersey 2819 22-2758614
One Parker Plaza
Fort Lee, New Jersey 07024
(201) 944-6020
Phibro Chemicals, Inc. New York 2819 22-2871784
One Parker Plaza
Fort Lee, New Jersey 07024
(201) 944-6020
Western Magnesium Corp. California 2819 13-2849569
One Parker Plaza
Fort Lee, New Jersey 07024
(201) 944-6020
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INTRODUCTORY NOTE.
This Post Effective Amendment No. 1 is filed pursuant to Rule 462(d) of the
Securities Act solely for the purpose of retransmitting in EDGAR format certain
exhibits (the "Retransmitted Exhibits") to the Registrant's registration
statement on Form S-4, Registration No. 333-64641 (the "Registration
Statement"). The Retransmitted Exhibits were not received by the Securities and
Exchange Commission (the "Commission") as part of the EDGAR transmission of the
Registration Statement as originally filed on September 29, 1998 (the "Original
Filing"), due to a transmission error by the Registrant's EDGAR service
provider. As indicated by the footnotes to the Exhibit Index below, certain of
the Retransmitted Exhibits were amended by amendments to the Registration
Statement filed subsequent to the date of the Original Filing. The Registration
Statement, as amended, was declared effective by the Commission on December 17,
1998.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
3.1 Restated Certificate of Incorporation of Philipp Brothers
Chemicals, Inc.*
3.2 By-laws of Philipp Brothers Chemicals, Inc.*
3.3 Certificate of Incorporation of Phibro-Tech, Inc.*
3.4 By-Laws of Phibro-Tech, Inc.*
3.5 Certificate of Incorporation of C.P. Chemicals, Inc.*
3.6 By-Laws of C.P. Chemicals, Inc.*
3.7 Certificate of Incorporation of Prince Agriproducts, Inc.*
3.8 By-Laws of Prince Agriproducts, Inc.*
3.9 Certificate of Incorporation of The Prince Manufacturing Company,
an Illinois corporation*
3.10 By-Laws of The Prince Manufacturing Company, an Illinois
corporation*
3.11 Certificate of Incorporation of The Prince Manufacturing Company,
a Pennsylvania corporation*
3.12 By-Laws of The Prince Manufacturing Company, a Pennsylvania
corporation*
3.13 Certificate of Formation of Mineral Resource Technologies, L.L.C.*
3.14 Limited Liability Company Agreement of Mineral Resource
Technologies, L.L.C., dated as of November 21, 1995, as amended as
of June 1, 1998*
3.15 Certificate of Incorporation of MRT Management Corp.*
3.16 By-Laws of MRT Management Corp.*
3.17 Certificate of Incorporation of Koffolk, Inc.*
3.18 By-Laws of Koffolk, Inc.*
3.19 Certificate of Incorporation of Phibrochem, Inc.*
3.20 By-Laws of Phibrochem, Inc.*
3.21 Certificate of Incorporation of Phibro Chemicals, Inc.*
3.22 By-Laws of Phibro Chemicals, Inc.*
3.23 Certificate of Incorporation of Western Magnesium Corp.**
3.24 By-Laws of Western Magnesium Corp.**
4.1 Indenture, dated as of June 11, 1998, among the Company, the
Guarantors named therein and The Chase Manhattan Bank, as trustee,
relating to the 9 7/8% Senior Subordinated Notes due 2008 of the
Company, and exhibits thereto, including Form of 9 7/8% Senior
Subordinated Note due 2008 of the Company**
Certain instruments which define the rights of holders of
long-term debt of the Company and its consolidated subsidiaries
have not been filed as Exhibits to this Registration Statement
since the total amount of securities authorized under any such
instrument does not exceed 10% of the total assets of the Company
and its subsidiaries on a consolidated basis, as of June 30, 1998.
For a description of such indebtedness, see Note 6 of Notes to
Consolidated Financial Statements. The Company hereby agrees to
furnish copies of such instruments to the Securities and Exchange
Commission upon its request.
5.1 Opinion of Golenbock, Eiseman, Assor & Bell regarding the legality
of securities being registered*
5.2 Opinion of Blanc Williams, Johnston & Kronstadt L.L.C. regarding
the legality of securities being registered*
<PAGE>
5.3 Opinion of Schmiedeskamp, Robertson, New & Mitchell regarding the
legality of securities being registered*
5.4 Opinion of Martin H. Philip, Esq. regarding the legality of
securities being registered.*
10.1 Registration Rights Agreement, dated June 11, 1998, among Philipp
Brothers Chemicals, Inc., the Guarantors named therein and
Schroder & Co. Inc.**
10.2 Revolving Credit, Acquisition Term Loan and Security Agreement,
dated August 19, 1998, among Philipp Brothers Chemicals, Inc., as
Borrower, the Guarantors named therein, PNC Bank, N.A. as Agent
and Lender, and the other institutions from time to time party
thereto as Lenders**
10.3 Manufacturing Agreement, dated May 15, 1994, by and between Merck
& Co., Inc., Koffolk, Ltd., and Philipp Brothers Chemicals,
Inc.+ ** ++ @
10.4 Distribution Agreement, dated March 1, 1996, between Elanco
Quimica Ltda. and Planalquimica Industrial Ltda.+ ** ++
10.5 Asset Purchase and Trademark Assignment Agreement, dated August 5,
1996, between Koffolk, Inc. and Merck & Co., Inc.; assigned by
Merck & Co., Inc. to Merial Limited.** ++
10.6 Distributorship Agreement, dated August 5, 1996, by and between
Merck & Co., Inc. and Koffolk, Inc.; assigned by Merck & Co., Inc.
to Merial Limited.+ ** ++
10.7 License Agreement, dated May 30, 1996, by and between Michigan
Technological University and Mineral Resource Technologies,
L.L.C.+ ** ++
10.8 Lease, dated July 25, 1986, between Philipp Brothers Chemicals,
Inc. and 400 Kelby Associates, as amended December 1, 1986 and
December 30, 1994**
10.9 Lease, dated June 30, 1995, between First Dice Road Co. and
Phibro-Tech, Inc., as amended May 1998**
10.10 Lease, dated December 24, 1981, between Koffolk (1949) Ltd. and
Israel Land Administration*
10.11 Master Lease Agreement, dated February 27, 1998, between General
Electric Capital Corp., Philipp Brothers Chemicals, Inc. and
Phibro-Tech, Inc.**
10.12 Stockholders Agreement, dated December 29, 1987, by and between
Philipp Brothers Chemicals, Inc., Charles H. Bendheim, Jack C.
Bendheim and Marvin S. Sussman**
10.13 Employment Agreement, dated December 29, 1987, by and between
Philipp Brothers Chemicals, Inc. and Marvin S. Sussman**
10.14 Stockholders Agreement, dated February 21, 1995, between I. David
Paley, Nathan Z. Bistricer, James O. Herlands and Phibro-Tech,
Inc., as amended as of June 11, 1998**
10.15 Severance Agreement, dated as of February 21, 1995, between I.
David Paley and Phibro-Tech, Inc.**
10.16 Form of Severance Agreement, each dated as of February 21, 1995,
between Philipp Brothers Chemicals, Inc. and each of Nathan Z.
Bistricer and James O. Herlands**
10.17 Agreement of Limited Partnership of First Dice Road Company, dated
June 1, 1985, by and among Western Magnesium Corp., Jack Bendheim,
Marvin S. Sussman and James O. Herlands, as amended November
1985**
10.18 Philipp Brothers Chemicals, Inc. Retirement Income and Deferred
Compensation Plan Trust, dated January 1, 1994, by and between
Philipp Brothers Chemicals, Inc. on its own behalf and on behalf
of C.P. Chemicals, Inc., Phibro-Tech, Inc. and the Trustee
thereunder; Philipp Brothers Chemicals, Inc. Retirement Income and
Deferred Compensation Plan Trust, dated March 18, 1994**
10.19 Form of Executive Income Deferred Compensation Agreement, each
dated March ]1, 1990, by and between Philipp Brothers Chemicals,
Inc. and each of Jack Bendheim, James Herlands and Marvin
Sussman**
10.20 Form of Executive Income Split Dollar Agreement, each dated March
1, 1990, by and between Philipp Brothers Chemicals, Inc. and each
of Jack Bendheim, James Herlands and Marvin Sussman**
10.21 Agreement for the Sale and Purchase of the Shares of ODDA
Smelteverk A/S and of the Business and Certain Assets of BOC
Carbide Industries, a division of BOC Ltd., dated June 26, 1998,
between The BOC Group plc and Philipp Brothers Chemicals, Inc.+ *
10.22 Supply Agreement, dated as of September 28, 1998, between BOC
Limited and Phillip Brothers Chemicals, Inc.+ *
10.23 Administrative Consent Order, dated March 11, 1991, issued by the
State of New Jersey Department of Environmental Protection,
Division of Hazardous Waste Management, to C.P. Chemicals, Inc.**
10.24 Purchase Agreement, dated as of June 1, 1998, between Jack C.
Bendheim and the Company*
10.25 Agreement, dated as of June 1, 1998, by and among Jack C.
Bendheim, Phibro-Tech, Inc., MRT Management Corp. and Mineral
Resource Technologies, L.L.C.*
10.26 Licensing Agreement, dated January 28, 1980, between Gunness Wharf
Limited and BOC Limited+ *
<PAGE>
10.27 Agreement, dated January 28, 1980, between BOC Limited and Gunness
Wharf Limited+ *
12.1 Statement regarding computation of ratios.**
21.1 Subsidiaries of Philipp Brothers Chemicals, Inc.**
21.2 Subsidiaries of C.P. Chemicals, Inc.**
21.3 Subsidiaries of Phibro-Tech, Inc.**
23.1 Consent of PricewaterhouseCoopers LLP, certified public
accountants** @
23.2 Consent of Edward Isaacs & Co. LLP, certified public
accountants** @
23.3 Consent of Dov Kahana & Co., certified public accountants** @
23.4 Consent of Cabinet Associes, certified public accountants** @
23.5 Consent of Wilson Wright & Co., chartered accountants and
registered auditors** @
23.6 Consent of Wilson Wright & Co., chartered accountants and
registered auditors** @
23.7 Consent of PricewaterhouseCoopers DA, certified public
accountants*
23.8 Consent of Golenbock, Eiseman, Assor & Bell (included as part of
Exhibit 5.1 to this Registration Statement)*
23.9 Consent of Blanc, Williams, Johnston & Kronstadt L.L.C. (included
as part of Exhibit 5.2 to this Registration Statement)*
23.10 Consent of Martin H. Philip, Esq. (included as part of Exhibit 5.3
to this Registration Statement)*
23.11 Consent of Schmiedeskamp, Robertson, New & Mitchell (included as
part of Exhibit 5.4 to this Registration Statement)*
24.1 Power of Attorney (set forth on signature pages of this
Registration Statement as filed on September 29, 1998)*
25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of
The Chase Manhattan Bank on Form T-1**
27.1 Financial Data Schedule**
99.1 Form of Letter of Transmittal** @
99.2 Form of Notice of Guaranteed Delivery** @
99.3 Form of Letter to Clients** @
99.4 Form of Letter to Brokers, Dealers, Trust Companies and Other
Nominees** @
------------------
* Previously filed.
** Filed herewith solely for the purpose of retransmitting such exhibit, which
was not received by the Commission as part of the original filing of this
Registration Statement on September 29, 1998 as a result of a transmission error
on the part of the Registrant's EDGAR service provider.
+ A request for confidential treatment has been granted for portions of such
document. Confidential portions have been omitted and filed separately with the
SEC as required by Rule 406(b).
++ Amended in Pre-Effective Amendment No. 2 to the Registration Statement filed
December 14, 1998.
@ Amended in Pre-Effective Amendment No. 3 to the Registration Statement filed
December 17, 1998.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
PHILIPP BROTHERS CHEMICALS, INC.
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECIVVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------- --------------------------------------- -------------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director, President and September 21, 2000
------------------------- Chief Executive Officer
Jack C. Bendheim Principal Executive Officer)
/s/ MARVIN S. SUSSMAN* Director September 21, 2000
-------------------------
Marvin S. Sussman
/s/ JAMES O. HERLANDS* Director September 21, 2000
-------------------------
James O. Herlands
/s/ NATHAN Z. BISTRICER* Vice President and Chief Financial September 21, 2000
------------------------- Officer (Principal Financial Officer and
Nathan Z. Bistricer Principal Accounting Officer)
</TABLE>
------------------
*Executed pursuant to a power of attorney
contained in the Registration Statement
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
C.P. CHEMICALS, INC.
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------- ---------------------------------- ---------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director and Chief Executive Officer September 21, 2000
------------------------- (Principal Executive Officer)
Jack C. Bendheim
/s/ JAMES O. HERLANDS* Director September 21, 2000
--------------------------
James O. Herlands
/s/ NATHAN Z. BISTRICER* Vice President and Chief Financial September 21, 2000
------------------------- Officer (Principal Financial Officer
Nathan Z. Bistricer and Principal Accounting Officer)
</TABLE>
---------------
*Executed pursuant to a power of attorney
contained in the Registration Statement
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY HAS
DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF FORT
LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
KOFFOLK, INC.
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------- ---------------------------------- ---------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director, President and September 21, 2000
------------------------- Treasurer (Principal Executive Officer,
Jack C. Bendheim Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
MINERAL RESOURCE TECHNOLOGIES, L.L.C.
By: MRT Management Corp., Managing
Member
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------- ---------------------------------- ---------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director, President and Chief Executive September 21, 2000
------------------------ Officer, Managing Member (Principal
Jack C. Bendheim Executive Officer, Managing Member)
/s/ NATHAN Z. BISTRICER* Director, Vice President and Chief September 21, 2000
------------------------- Financial Officer, Managing Member
Nathan Z. Bistricer (Principal Financial Officer and
Principal Accounting Officer)
/s/ HUGH P. SHANNONHOUSE* Director, Managing Member September 21, 2000
-------------------------
Hugh P. Shannonhouse
</TABLE>
------------------
*Executed pursuant to a power of
attorney contained in the Registration
Statement
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
MRT MANAGEMENT CORP.
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------- ---------------------------------- ---------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director, President and September 21, 2000
---------------------------- Chief Executive Officer
Jack C. Bendheim Principal Executive Officer)
/s/ HUGH P. SHANNONHOUSE* Director September 21, 2000
----------------------------
Hugh P. Shannonhouse
/s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000
--------------------------- Chief Financial Officer
Nathan Z. Bistricer (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
------------------
*Executed pursuant to a power of attorney
contained in the Registration Statement
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
PHIBROCHEM, INC.
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------------------- --------------------------------------- ------------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director, President and September 21, 2000
--------------------------- Chief Executive Officer
Jack C. Bendheim (Principal Executive Officer)
/s/ JAMES O. HERLANDS* Director September 21, 2000
---------------------------
James O. Herlands
/s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000
--------------------------- Chief Financial Officer
Nathan Z. Bistricer (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
------------------
*Executed pursuant to a power of attorney
contained in the Registration Statement
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
PHIBRO CHEMICALS, INC.
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------------------- ---------------------------------- ------------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director, President and September 21, 2000
------------------------ Chief Executive Officer
Jack C. Bendheim (Principal Executive Officer)
/s/ JAMES O. HERLANDS* Director September 21, 2000
-------------------------
James O. Herlands
/s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000
--------------------------- Chief Financial Officer
Nathan Z. Bistricer (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
------------------
*Executed pursuant to a power of attorney
contained in the Registration Statement
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
PHIBRO-TECH, INC.
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------------------- ---------------------------------- ------------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director and September 21, 2000
--------------------------- Chief Executive Officer
Jack C. Bendheim (Principal Executive Officer)
/s/ NATHAN Z. BISTRICER* Director, Senior Vice President September 21, 2000
------------------------------ and Chief Financial Officer
Nathan Z. Bistricer (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
------------------
*Executed pursuant to a power of attorney
contained in the Registration Statement
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
PRINCE AGRIPRODUCTS, INC.
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------------------- --------------------------------------- ------------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director and Chief Executive September 21, 2000
------------------------ Officer (Principal Executive Officer)
Jack C. Bendheim
/s/ MARVIN S. SUSSMAN* Director and President September 21, 2000
-------------------------
Marvin S. Sussman
/s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000
------------------------- Chief Financial Officer
Nathan Z. Bistricer (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
------------------
*Executed pursuant to a power of attorney
contained in the Registration Statement
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
THE PRINCE MANUFACTURING COMPANY
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THECAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------------------- --------------------------------------- ------------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director and Chief Executive Officer September 21, 2000
------------------------- (Principal Executive Officer)
Jack C. Bendheim
/s/ MARVIN S. SUSSMAN* Director and President September 21, 2000
-------------------------
Marvin S. Sussman
/s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000
-------------------------- Chief Financial Officer
Nathan Z. Bistricer (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
------------------
*Executed pursuant to a power of attorney
contained in the Registration Statement
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
THE PRINCE MANUFACTURING COMPANY
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------------------- ------------------------------------ ------------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director and Chief Executive Officer September 21, 2000
--------------------------- (Principal Executive Officer)
Jack C. Bendheim
/s/ MARVIN S. SUSSMAN* Director and President September 21, 2000
----------------------------
Marvin S. Sussman
/s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000
--------------------------- Chief Financial Officer
Nathan Z. Bistricer (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
------------------
*Executed pursuant to a power of attorney
contained in the Registration Statement
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF FORT LEE, NEW JERSEY, ON SEPTEMBER 21, 2000.
WESTERN MAGNESIUM CORP.
By: /s/ JACK C. BENDHEIM
----------------------------------
Jack C. Bendheim,
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------------------- ---------------------------------- ------------------
<S> <C> <C>
/s/ JACK C. BENDHEIM Director, President and September 21, 2000
-------------------- Chief Executive Officer
Jack C. Bendheim (Principal Executive Officer)
/s/ JAMES O. HERLANDS* Director September 21, 2000
----------------------
James O. Herlands
/s/ NATHAN Z. BISTRICER* Director, Vice President and September 21, 2000
--------------------------- Chief Financial Officer
Nathan Z. Bistricer (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
------------------
*Executed pursuant to a power of
attorney contained in the Registration
Statement
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
3.1 Restated Certificate of Incorporation of Philipp Brothers
Chemicals, Inc.*
3.2 By-laws of Philipp Brothers Chemicals, Inc.*
3.3 Certificate of Incorporation of Phibro-Tech, Inc.*
3.4 By-Laws of Phibro-Tech, Inc.*
3.5 Certificate of Incorporation of C.P. Chemicals, Inc.*
3.6 By-Laws of C.P. Chemicals, Inc.*
3.7 Certificate of Incorporation of Prince Agriproducts, Inc.*
3.8 By-Laws of Prince Agriproducts, Inc.*
3.9 Certificate of Incorporation of The Prince Manufacturing Company,
an Illinois corporation*
3.10 By-Laws of The Prince Manufacturing Company, an Illinois
corporation*
3.11 Certificate of Incorporation of The Prince Manufacturing Company,
a Pennsylvania corporation*
3.12 By-Laws of The Prince Manufacturing Company, a Pennsylvania
corporation*
3.13 Certificate of Formation of Mineral Resource Technologies, L.L.C.*
3.14 Limited Liability Company Agreement of Mineral Resource
Technologies, L.L.C., dated as of November 21, 1995, as amended as
of June 1, 1998*
3.15 Certificate of Incorporation of MRT Management Corp.*
3.16 By-Laws of MRT Management Corp.*
3.17 Certificate of Incorporation of Koffolk, Inc.*
3.18 By-Laws of Koffolk, Inc.*
3.19 Certificate of Incorporation of Phibrochem, Inc.*
3.20 By-Laws of Phibrochem, Inc.*
3.21 Certificate of Incorporation of Phibro Chemicals, Inc.*
3.22 By-Laws of Phibro Chemicals, Inc.*
3.23 Certificate of Incorporation of Western Magnesium Corp.**
3.24 By-Laws of Western Magnesium Corp.**
4.1 Indenture, dated as of June 11, 1998, among the Company, the
Guarantors named therein and The Chase Manhattan Bank, as trustee,
relating to the 9 7/8% Senior Subordinated Notes due 2008 of the
Company, and exhibits thereto, including Form of 9 7/8% Senior
Subordinated Note due 2008 of the Company**
Certain instruments which define the rights of holders of
long-term debt of the Company and its consolidated subsidiaries
have not been filed as Exhibits to this Registration Statement
since the total amount of securities authorized under any such
instrument does not exceed 10% of the total assets of the Company
and its subsidiaries on a consolidated basis, as of June 30, 1998.
For a description of such indebtedness, see Note 6 of Notes to
Consolidated Financial Statements. The Company hereby agrees to
furnish copies of such instruments to the Securities and Exchange
Commission upon its request.
5.1 Opinion of Golenbock, Eiseman, Assor & Bell regarding the legality
of securities being registered*
5.2 Opinion of Blanc Williams, Johnston & Kronstadt L.L.C. regarding
the legality of securities being registered*
5.3 Opinion of Schmiedeskamp, Robertson, New & Mitchell regarding the
legality of securities being registered*
5.4 Opinion of Martin H. Philip, Esq. regarding the legality of
securities being registered.*
10.1 Registration Rights Agreement, dated June 11, 1998, among Philipp
Brothers Chemicals, Inc., the Guarantors named therein and
Schroder & Co. Inc.**
10.2 Revolving Credit, Acquisition Term Loan and Security Agreement,
dated August 19, 1998, among Philipp Brothers Chemicals, Inc., as
Borrower, the Guarantors named therein, PNC Bank, N.A. as Agent
and Lender, and the other institutions from time to time party
thereto as Lenders**
10.3 Manufacturing Agreement, dated May 15, 1994, by and between Merck
& Co., Inc., Koffolk, Ltd., and Philipp Brothers Chemicals,
Inc.+ ** ++ @
10.4 Distribution Agreement, dated March 1, 1996, between Elanco
Quimica Ltda. and Planalquimica Industrial Ltda.+ ** ++
10.5 Asset Purchase and Trademark Assignment Agreement, dated August 5,
1996, between Koffolk, Inc. and Merck & Co., Inc.; assigned by
Merck & Co., Inc. to Merial Limited.** ++
10.6 Distributorship Agreement, dated August 5, 1996, by and between
Merck & Co., Inc. and Koffolk, Inc.; assigned by Merck & Co., Inc.
to Merial Limited.+ ** ++
10.7 License Agreement, dated May 30, 1996, by and between Michigan
Technological University and Mineral Resource Technologies,
L.L.C.+ ** ++
<PAGE>
10.8 Lease, dated July 25, 1986, between Philipp Brothers Chemicals,
Inc. and 400 Kelby Associates, as amended December 1, 1986 and
December 30, 1994**
10.9 Lease, dated June 30, 1995, between First Dice Road Co. and
Phibro-Tech, Inc., as amended May 1998**
10.10 Lease, dated December 24, 1981, between Koffolk (1949) Ltd. and
Israel Land Administration*
10.11 Master Lease Agreement, dated February 27, 1998, between General
Electric Capital Corp., Philipp Brothers Chemicals, Inc. and
Phibro-Tech, Inc.**
10.12 Stockholders Agreement, dated December 29, 1987, by and between
Philipp Brothers Chemicals, Inc., Charles H. Bendheim, Jack C.
Bendheim and Marvin S. Sussman**
10.13 Employment Agreement, dated December 29, 1987, by and between
Philipp Brothers Chemicals, Inc. and Marvin S. Sussman**
10.14 Stockholders Agreement, dated February 21, 1995, between I. David
Paley, Nathan Z. Bistricer, James O. Herlands and Phibro-Tech,
Inc., as amended as of June 11, 1998**
10.15 Severance Agreement, dated as of February 21, 1995, between I.
David Paley and Phibro-Tech, Inc.**
10.16 Form of Severance Agreement, each dated as of February 21, 1995,
between Philipp Brothers Chemicals, Inc. and each of Nathan Z.
Bistricer and James O. Herlands**
10.17 Agreement of Limited Partnership of First Dice Road Company, dated
June 1, 1985, by and among Western Magnesium Corp., Jack Bendheim,
Marvin S. Sussman and James O. Herlands, as amended November
1985**
10.18 Philipp Brothers Chemicals, Inc. Retirement Income and Deferred
Compensation Plan Trust, dated January 1, 1994, by and between
Philipp Brothers Chemicals, Inc. on its own behalf and on behalf
of C.P. Chemicals, Inc., Phibro-Tech, Inc. and the Trustee
thereunder; Philipp Brothers Chemicals, Inc. Retirement Income and
Deferred Compensation Plan Trust, dated March 18, 1994**
10.19 Form of Executive Income Deferred Compensation Agreement, each
dated March ]1, 1990, by and between Philipp Brothers Chemicals,
Inc. and each of Jack Bendheim, James Herlands and Marvin
Sussman**
10.20 Form of Executive Income Split Dollar Agreement, each dated March
1, 1990, by and between Philipp Brothers Chemicals, Inc. and each
of Jack Bendheim, James Herlands and Marvin Sussman**
10.21 Agreement for the Sale and Purchase of the Shares of ODDA
Smelteverk A/S and of the Business and Certain Assets of BOC
Carbide Industries, a division of BOC Ltd., dated June 26, 1998,
between The BOC Group plc and Philipp Brothers Chemicals, Inc.*
10.22 Supply Agreement, dated as of September 28, 1998, between BOC
Limited and Phillip Brothers Chemicals, Inc.+ *
10.23 Administrative Consent Order, dated March 11, 1991, issued by the
State of New Jersey Department of Environmental Protection,
Division of Hazardous Waste Management, to C.P. Chemicals, Inc.**
10.24 Purchase Agreement, dated as of June 1, 1998, between Jack C.
Bendheim and the Company*
10.25 Agreement, dated as of June 1, 1998, by and among Jack C.
Bendheim, Phibro-Tech, Inc., MRT Management Corp. and Mineral
Resource Technologies, L.L.C.*
10.26 Licensing Agreement, dated January 28, 1980, between Gunness Wharf
Limited and BOC Limited+* 10.27 Agreement, dated January 28, 1980,
between BOC Limited and Gunness Wharf Limited+ *
12.1 Statement regarding computation of ratios.**
21.1 Subsidiaries of Philipp Brothers Chemicals, Inc.**
21.2 Subsidiaries of C.P. Chemicals, Inc.**
21.3 Subsidiaries of Phibro-Tech, Inc.**
23.1 Consent of PricewaterhouseCoopers LLP, certified public
accountants** @
23.2 Consent of Edward Isaacs & Co. LLP, certified public
accountants** @
23.3 Consent of Dov Kahana & Co., certified public accountants** @
23.4 Consent of Cabinet Associes, certified public accountants** @
23.5 Consent of Wilson Wright & Co., chartered accountants and
registered auditors** @
23.6 Consent of Wilson Wright & Co., chartered accountants and
registered auditors** @
23.7 Consent of PricewaterhouseCoopers DA, certified public
accountants*
23.8 Consent of Golenbock, Eiseman, Assor & Bell (included as part of
Exhibit 5.1 to this Registration Statement)*
23.9 Consent of Blanc, Williams, Johnston & Kronstadt L.L.C. (included
as part of Exhibit 5.2 to this Registration Statement)*
23.10 Consent of Martin H. Philip, Esq. (included as part of Exhibit 5.3
to this Registration Statement)*
<PAGE>
23.11 Consent of Schmiedeskamp, Robertson, New & Mitchell (included as
part of Exhibit 5.4 to this Registration Statement)*
24.1 Power of Attorney (set forth on signature pages of this
Registration Statement as filed on September 29, 1998)*
25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of
The Chase Manhattan Bank on Form T-1**
27.1 Financial Data Schedule**
99.1 Form of Letter of Transmittal** @
99.2 Form of Notice of Guaranteed Delivery** @
99.3 Form of Letter to Clients** @
99.4 Form of Letter to Brokers, Dealers, Trust Companies and Other
Nominees** @
------------------
* Previously filed.
** Filed herewith solely for the purpose of retransmitting such exhibit, which
was not received by the Commission as part of the original filing of this
Registration Statement on September 29, 1998 as a result of a transmission error
on the part of Registrant's EDGAR service provider.
+ A request for confidential treatment has been granted for portions of such
document. Confidential portions have been omitted and filed separately with the
SEC as required by Rule 406(b).
++ Amended in Pre-Effective Amendment No. 2 to the Registration Statement filed
December 14, 1998.
@ Amended in Pre-Effective Amendment No. 3 to the Registration Statement filed
December 17, 1998.
