<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CELANESE AG
(Exact Name of Registrant as Specified in Its Charter)
CELANESE CORPORATION
(Translation of Registrant's name into English)
FEDERAL REPUBLIC OF GERMANY NONE
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
65926 FRANKFURT AM MAIN, GERMANY
(Address of Principal Executive Offices)
CELANESE AG REMUNERATION PLAN
FOR SUPERVISORY BOARD
(Full Title of the Plan)
JULIE K. CHAPIN, ESQ., VICE PRESIDENT AND SECRETARY
CELANESE AMERICAS CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901
(Name and Address of Agent for Service)
(908) 522-7500
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM
AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE
- ------------------------------------ ---------- --------------- ----- ----------------
<S> <C> <C> <C> <C>
ORDINARY SHARES WITH NO PAR VALUE 70,000 SHARES $19.53125 * $1,367,187.50 $360.95
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the average of the high and low
prices of the Registrant's Ordinary Shares reported on the New York Stock
Exchange on May 4, 2000.
Page 1 of 13 Pages
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
- ---------------------------
*Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), documents containing the information specified in Part I of
Form S-8 will be sent or given to each person eligible to participate in the
Plan. Such documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute the Section 10(a) prospectus (the "Prospectus").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement on Form S-8 hereby incorporates by
reference the contents of the following documents filed by Celanese AG (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):
(a) The Registrant's Annual Report on Form 20-F for the
year ended December 31, 1999, as filed with the
Commission on March 31, 2000;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the
end of the year covered by the Registrant's document
referred to in (a) above; and
(c) The description of the ordinary shares of the
Registrant with no par value (the "Ordinary Shares"),
contained in the Registration Statement on Form 8-A
filed with the Commission on October 21, 1999
pursuant to Section 12(g) of the Exchange Act.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment indicating that all securities offered have been sold
or that deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents so incorporated by reference. The
Registrant may also incorporate by reference into this Registration Statement
any Form 6-K (or portion thereof) subsequently furnished or filed with the
Commission by identifying in such Form 6-K that it (or such portion thereof) is
being incorporated by reference into this Registration Statement. Statements
contained in the foregoing documents incorporated by reference shall be deemed
to be modified or superseded hereby to the extent that statements contained
herein, or in any subsequently filed documents that are amendments hereto or
that are incorporated herein by reference, shall modify or replace such
statements. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Page 2 of 13 Pages
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All information appearing in this Registration Statement and
the Prospectus is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated herein
or therein by reference.
ITEM 4. DESCRIPTION OF SECURITIES
The information required by Item 4 is not applicable to this
Registration Statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Celanese maintains liability insurance for members of the
Supervisory Board and the Management Board and officers of Celanese, including
insurance against liability under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 The English language translation of the form of Articles of
Association (Satzung) of the Registrant (incorporated by
reference from Exhibit 1.1 to the Registrant's Annual Report
on Form 20-F for the year ended December 31, 1999 (No. 1-15419)
filed with the Commission on March 31, 2000.)
23.1 Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftspruefungsgesellschaft to
incorporation by reference of Independent Auditors' Report
included in the Registrant's 1999 Annual Report on Form 20-F
24.1 Power of Attorney (included in signature page)
99.1 Celanese AG Remuneration Plan for Supervisory Board
</TABLE>
Page 3 of 13 Pages
<PAGE> 4
ITEM 9. UNDERTAKINGS
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(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 (1)(i) and (1)(ii) do not apply if
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 Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) 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 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 that remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes 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.
Page 4 of 13 Pages
<PAGE> 5
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 provisions described in Item 6 of this
Registration Statement, 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 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.
[The remainder of this page has been intentionally left blank.]
Page 5 of 13 Pages
<PAGE> 6
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 Frankfurt am Main, Federal Republic of
Germany, on the 10th day of May, 2000.
CELANESE AG
By: /s/ Claudio Sonder
Claudio Sonder
Chairman of the Management Board
By: /s/ Perry W. Premdas
Perry W. Premdas
Member of the Management Board
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of Celanese AG (the "Registrant") hereby constitutes and
appoints Edmond A. Collins, Michael E. Grom, Ronald K. Silversten and Julie K.
Chapin, or any of them (with full power to each of them to act alone), his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and on his behalf and in his name, place, and stead, in any and all capacities
and on behalf of the Registrant, to sign, execute, and file this Registration
Statement under the Securities Act of 1933, as amended, and any or all
amendments (including, without limitation, post-effective amendments), with all
exhibits and any and all documents required to be filed with respect thereto,
with the Securities and Exchange Commission or any regulatory authority,
granting unto such 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 in order to effectuate the same,
as fully to all intents and purposes as he himself might or could do, if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
SIGNATURES
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.
<TABLE>
<CAPTION>
Name of Signatory Capacities in Which Signing Date
- ----------------- --------------------------- ----
<S> <C> <C>
/s/ Claudio Sonder Chairman of the Management Board May 10, 2000
- ----------------------------- (Chief Executive Officer)
Claudio Sonder
</TABLE>
(Signatures continue on the following page)
Page 6 of 13 Pages
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Perry W. Premdas Member of the Management Board May 10, 2000
- ----------------------------- (Principal Financial Officer)
Perry W. Premdas
/s/ Peter Jakobsmeier Principal Accounting Officer May 10, 2000
----------------------------
Peter Jakobsmeier
/s/ Ernst Schadow Member of the Management Board May 10, 2000
- -----------------------------
Ernst Schadow
/s/ Edward H. Munoz Member of the Management Board May 10, 2000
- -----------------------------
Edward H. Munoz
/s/ Knut Zeptner Member of the Management Board May 10, 2000
- -----------------------------
Knut Zeptner
/s/ Julie K. Chapin Authorized Representative in the United States May 10, 2000
- -----------------------------
Julie K. Chapin
</TABLE>
Page 7 of 13 Pages
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Regulation
S-K Exhibit
Number Description of Document
------ -----------------------
<S> <C>
4.1 The English language translation of the form of Articles
of Association (Satzung) of the Registrant, (incorporated
by reference from Exhibit 1.1 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 1999
(No. 1-15419) filed with the Commission on March 31, 2000.
23.1 Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftspruefungsgesellschaft to
incorporation by reference of Independent Auditors' Report
included in the Registrant's 1999 Annual Report on Form
20-F
24.1 Power of Attorney (included in signature page)
99.1 Celanese AG Remuneration Plan for Supervisory Board
</TABLE>
Page 8 of 13 Pages
<PAGE> 1
Exhibit 23.1
Accountants' Consent
The Supervisory Board
Celanese AG:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftspruefungsgesellschaft
Frankfurt am Main, Germany
May 10, 2000
<PAGE> 1
EXHIBIT 99.1
CELANESE AG REMUNERATION PLAN FOR SUPERVISORY BOARD
a) From January 1, 2000 the members of the Supervisory Board
shall receive remuneration for the performance of their
services as follows:
aa) Every Supervisory Board member shall receive a fixed
remuneration of DM 60,000 per year. Of this, an amount
of DM 30,000 shall be paid in the form of shares in
the Company to the extent that, on the due date for
the remuneration, the Company has shares of its own
which it may use for this purpose; the remaining
remuneration shall be paid in cash. In the case of
payment by shares, the value of the shares shall be
determined according to the arithmetic mean value of
the closing price for the shares of the company in
Xetra trading (or a comparable successor system) at
the Frankfurt Stock Exchange on the last twenty
consecutive stock exchange trading days before the
general meeting which precedes the due date for the
remuneration.
bb) Every Supervisory Board member shall additionally
receive an attendance fee of DM 3,000 for every
Supervisory Board meeting and, for services as a
member of a Supervisory Board committee, an annual
fixed remuneration of DM 3,000 for simple committee
members and DM 6,000 for the chairman of a committee.
cc) In addition, every Supervisory Board member shall
annually receive stock appreciation rights in an
aggregate value equivalent to DM 40,000. The number of
stock appreciation rights shall be the equivalent to
the amount of DM 40,000, divided by the value of each
individual stock appreciation right, rounded up to the
next higher even number of stock appreciation rights
divisible, without remainder, by 50. The value of the
individual stock appreciation rights will be
determined by the following three credit institutions
on the basis of the arithmetic mean value of the
closing prices for the shares of the Company in Xetra
trading (or a comparable successor system) at the
Frankfurt Stock Exchange on the last twenty
consecutive stock exchange trading days before October
1 of the year for which the remuneration is paid in
the form of stock appreciation rights, using the
Black-Scholes formula: Deutsche Bank AG, Bayerische
Hypo- und Vereinsbank AG und J.P.
Page 9 of 13 Pages
<PAGE> 2
Morgan & Co., Inc. Should the aforementioned credit
institutions arrive at different values, the average
of such values shall be relevant.
The stock appreciation rights have the following contents:
Payment claim
Each stock appreciation right represents the right to a cash
payment equal to the difference between the
arithmetic mean value of the closing price for the
shares of the Company in Xetra trading (or a
comparable successor system) at the Frankfurt Stock
Exchange on the last twenty consecutive stock exchange
trading days before October 1 of the year for which
the remuneration is paid in the form of stock
appreciation rights and the opening price for the
shares of the company in Xetra trading (or a
comparable successor system) at the Frankfurt Stock
Exchange on the exercise date.
Vesting period, term and exercise period
The stock appreciation rights can be exercised for the first
time after the expiry of the vesting period. The
vesting period shall begin on October 1 of the year
for which the remuneration is paid in the form of
stock appreciation rights, and shall end on September
30 in the second year thereafter. The term of the
stock appreciation rights shall begin on October 1 of
the year for which the remuneration is paid in the
form of stock appreciation rights, and shall end ten
years thereafter. The exercise period shall begin upon
expiry of the vesting period and end upon expiry of
the term of the stock appreciation rights. Stock
appreciation rights can be exercised on any stock
exchange trading day in Frankfurt am Main during the
exercise period. However, the exercise of the stock
appreciation rights shall be excluded on days excluded
by the Supervisory Board in advance for the purpose of
avoiding the use of insider information or for the
protection of the company and the shareholders. If
stock appreciation rights are not exercised during the
exercise period, or if they cannot be exercised, they
shall lapse without compensation.
Page 10 of 13 Pages
<PAGE> 3
Performance goal
The stock appreciation rights may only be exercised if the
stock exchange price of the shares of the Company
performs better, in the time between October 1 of the
year for which the remuneration is paid in the form of
stock appreciation rights and the time of the exercise
of the stock appreciation rights, than the median of
the group of competitors defined below (performance
goal).
The group of competitors consists of the following companies:
The Dow Chemical Company, Midland, Michigan, USA;
Union Carbide Corporation, Danbury, Connecticut, USA;
DSM N.V., Heerlen, The Netherlands; Eastman Chemical
Company, Kingsport, Tennessee, USA; Georgia Gulf
Corporation, Atlanta, Georgia, USA; Lyondell Chemical
Corporation, Houston, Texas, USA; Imperial Chemical
Industries plc, London, Great Britain; Methanex
Corporation, Vancouver, Canada; Rhodia SA, Courbevoie,
France; Millenium Chemicals Inc., Red Bank, New
Jersey, USA. Should the merger between The Dow
Chemical Company and Union Carbide Corporation be
consummated, the company surviving such merger shall
be part of the group of competitors.
The performance of the stock exchange price of the shares
of the Company shall be determined by comparing (1.)
the arithmetic mean value of the closing prices of the
shares of the company in Xetra trading (or a
comparable successor system) at the Frankfurt Stock
Exchange on the last twenty consecutive trading days
before October 1 of the year for which the
remuneration is paid in the form of stock appreciation
rights (hereinafter the "base value") and (2.) the
closing price of the shares of Celanese AG in Xetra
trading (or a comparable successor system) at the
Frankfurt Stock Exchange on the last trading day
preceding the exercise date. Dividend payments, the
value of statutory pre-emptive rights, any stock split
and other forms of distribution of assets to the
shareholders shall be taken into account in accordance
with the methods used for the determination of the DAX
Performance Index. The percentage by which the closing
price of the share of the Company referred to above
deviates from the base value, taking account of the
factors named above, shall constitute the performance
of the stock exchange price of the shares of the
Company (hereinafter the "performance of the stock
exchange price of Celanese AG").
The performance goal is achieved if the performance of the
stock exchange price of Celanese AG is better than the
performance of the stock exchange price of the median
for the group of competitors in the same period used
to determine the performance of the stock exchange
price of the shares of Celanese AG. The median is the
stock exchange price of the share of
Page 11 of 13 Pages
<PAGE> 4
such member of the group of competitors which is in
the middle, compared to the performance of the stock
exchange price for all companies in the group of
competitors in ascending order. In the case of an even
number of companies, the arithmetic mean value for the
two companies in the middle shall be relevant.
The starting point (initial amount) for determining the value
performance of the stock exchange prices for the
companies in the group of competitors is the
arithmetic mean value of the closing price of the
ordinary share at the relevant stock exchange on the
last twenty consecutive trading days before October 1
of the year for which the remuneration is paid in the
form of stock appreciation rights. The reference rate
(reference amount) for determining the value
performance of the stock exchange prices for the
companies in the group of competitors is the closing
price of the ordinary share of each company in the
group of competitors at the relevant stock exchange on
the last trading day before the exercise of the stock
appreciation rights. Should the merger between The Dow
Chemical Company and Union Carbide Corporation be
consummated, the stock exchange price of the shares of
the company surviving such merger shall be compared as
reference amount with the initial amount for The Dow
Chemical Company. The relevant stock exchange for the
companies in the group of competitors domiciled in the
USA is the securities exchange in New York, USA, for
Rhodia SA the securities exchange in Paris, France,
for Imperial Chemical Industries plc the securities
exchange in London, Great Britain, for DSM N.V. the
securities exchange in Amsterdam, The Netherlands, and
for Methanex Corporation the securities exchange in
Toronto, Canada. The value performance of the stock
exchange price for the companies in the group of
competitors is the percentage by which the reference
amount deviates from the initial amount in each case.
Dividend payments, the value of statutory pre-emptive
rights, any stock split and other forms of
distribution of assets to the shareholders shall be
taken into account according to the methods used to
determine the DAX Performance Index.
Companies in the group of competitors whose shares are no
longer traded on the relevant securities exchange at
the time of the exercise of the stock appreciation
rights shall cease to belong to the group of
competitors.
Exercise
The stock appreciation rights may be exercised by written
(or telefax) statement to the Company's Corporate
Human Resources department indicating the number of
stock appreciation rights exercised in each case. The
Supervisory Board shall fix the further
Page 12 of 13 Pages
<PAGE> 5
rules dealing only with the technical handling of the
exercise of the rights and with payment.
Non-transferability
The stock appreciation rights are non-transferable. In the
event of death, they shall pass over to the heir(s),
and shall lapse six months after the time of death if
they are not or could not be exercised by that time.
If a Supervisory Board member ceases to belong to the
Supervisory Board, the stock appreciation rights
granted to such member shall remain unaffected
therefrom.
dd) The remuneration pursuant to aa) and cc) shall be
increased to the double amount for the chairman and to
1 -1/2 times the amount for the deputy chairman,
likewise for the attendance fee. Supervisory Board
members who belong to the Supervisory Board only for a
part of the fiscal year shall receive a lower amount
of remuneration pro rata temporis.
ee) The remuneration pursuant to aa) and bb) shall be
payable on the fourth banking day after the Annual
General Meeting for the preceding fiscal year.
ff) The members of the Supervisory Board shall receive
reimbursement of the expenses incurred through the
performance of their functions, including any VAT on
their remuneration and the amount of expenses to be
reimbursed. Furthermore, the Supervisory Board members
shall obtain adequate insurance coverage.
b) For fiscal 1999, the Supervisory Board members whose term of
office expires at the close of the Annual General Meeting on
May 10, 2000, as well as the employee representatives in the
Supervisory Board shall receive a reduced remuneration
according to a) above in relation to the duration of their
term of office. However, with regard to the remuneration by
means of stock appreciation rights, when determining the
performance goal, the base value shall correspond to Euro
16.3705 and the relevant period for determining the initial
amount of the stock exchange prices for the companies in the
group of competitors shall consist of those twenty consecutive
trading days on the relevant securities exchanges starting on
October 25, 1999 (date of first listing of the shares of the
company). Each individual stock appreciation right shall have
a value corresponding to Euro 6.50.
Page 13 of 13 Pages
