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As filed with the Securities and Exchange Commission on November 13, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENENCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 16-1362385
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
925 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(Address of Principal Executive Offices) (Zip Code)
GENENCOR INTERNATIONAL, INC.
STOCK OPTION AND STOCK APPRECIATION RIGHT PLAN
(Full title of the plan)
STUART L. MELTON
SENIOR VICE PRESIDENT, COMMERCIAL AND LEGAL AFFAIRS AND SECRETARY
GENENCOR INTERNATIONAL, INC.
925 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(Name and address of agent for service)
650-846-7500
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Title of Amount to Proposed maximum Proposed maximum Amount of
securities be offering price aggregate registration
to be registered registered(1) per share(2) offering price(2) fee
----------------- ------------- ---------------- ------------------ -------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per
share 9,000,000 $23.3125 $209,812,500 $55,391
</TABLE>
(1) The Genencor International, Inc. Stock Option and Stock Appreciation
Right Plan, as amended (the "Plan") authorizes the issuance of a
maximum of 9,000,000 shares of common stock of Genencor International,
Inc., a Delaware corporation (the "Registrant"), as adjusted for any
increase, decrease or change in the total outstanding shares resulting
from a stock split, reverse stock split, stock dividend,
recapitalization, combination, reclassification, split-up, or similar
transaction. Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate
number of shares of common stock which may be issued as a result of
anti-dilution provisions contained in the Plan.
(2) For purposes of computing the registration fee only, pursuant to Rule
457(h)(1), the proposed maximum offering price per share is based on
the average of the high and low prices of the common stock as reported
on the Nasdaq National Market on November 7, 2000.
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PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated as of their
respective dates in this Registration Statement on Form S-8 (the "Registration
Statement") by reference:
(a) The Registrant's Prospectus filed with the Commission on July 28,
2000 pursuant to Rule 424(b);
(b) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission on July 26, 2000 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
and
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.
All documents filed by the Registrant 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 which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, are incorporated by reference in this Registration
Statement and are a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not required to be filed with this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities registered hereby has been passed upon
by Stuart L. Melton, Senior Vice President, Commercial and Legal Affairs and
Secretary of the Registrant. Mr. Melton owns approximately 217,500 shares of the
Registrant's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware (the "DGCL")
empowers the Registrant to indemnify, subject to the standards set forth
therein, any person who is or was a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding by reason of the
fact that the person is or was a director, officer, employee or agent of the
Registrant, or is or was serving as such with respect to another entity at the
request of the Registrant. The DGCL also provides that the Registrant may
purchase insurance on behalf of any such director, officer, employee or agent.
Section 8.1 of the Registrant's Bylaws provides that the Registrant will
indemnify its officers and directors, and persons serving at its request as
officers, directors, employees and agents of other entities, to the fullest
extent indemnification may be permitted under Delaware law. The Registrant
provides directors' and officers' liability insurance coverage for its directors
and officers.
Section 102(b)(7) of the DGCL enables a Delaware corporation to
provide in its certificate of incorporation for the elimination or limitation of
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any such provision
cannot eliminate or limit a director's liability: (1) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (2) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) under Section 174 of the DGCL (which imposes
liability on directors for unlawful payment of dividends or unlawful stock
purchase or redemption); or (4) for any transaction from which the director
derived an improper personal benefit. Article 8 of the Registrant's Restated
Certificate of Incorporation provides for the elimination or limitation of
personal liability set forth in clauses (i) through (iv) of Section 102(b)(7) of
the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibits filed as part of this Registration Statement are listed on
the Index to Exhibits located at page 7 hereof.
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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 this 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) shall not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information to be included in a post-effective amendment to those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference
in this Registration Statement.
(2) That, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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.
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 this Registration Statement shall be deemed to be a
new registration statement
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relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the 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 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 that
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Palo Alto, State of California, on this 13th day
of November, 2000.
GENENCOR INTERNATIONAL, INC.
By: /s/ W. Thomas Mitchell
------------------------------
W. Thomas Mitchell
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ W. Thomas Mitchell President and Chief November 13, 2000
------------------------------------------- Executive Officer and
W. Thomas Mitchell Director
(Principal Executive
Officer)
/s/ Raymond J. Land Senior Vice President and November 13, 2000
------------------------------------------- Chief Financial Officer
Raymond J. Land (Principal Financial
Officer)
/s/ Darryl L. Canfield Vice President and November 13, 2000
------------------------------------------- Corporate Controller
Darryl L. Canfield (Principal Accounting
Officer)
* Director November 13, 2000
-------------------------------------------
James L. Chitwood
* Director November 13, 2000
-------------------------------------------
Robert H. Mayer
* Director November 13, 2000
-------------------------------------------
Soren Bjerre-Neilsen
* Director November 13, 2000
-------------------------------------------
David M. Pond
</TABLE>
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<TABLE>
<S> <C> <C>
* Director November 13, 2000
-------------------------------------------
James P. Rogers
Director November 13, 2000
-------------------------------------------
Juha Kurkinen
Director November 13, 2000
-------------------------------------------
Bruce Cozadd
Director November 13, 2000
-------------------------------------------
Norbert Riedel
</TABLE>
*By: /s/ Raymond J. Land
-------------------------------------------
Raymond J. Land
Attorney-in-Fact
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INDEX TO EXHIBITS
4.1+ Genencor International, Inc. Stock Option and Stock Appreciation Right
Plan, as amended
4.2 Form of Nonstatutory Stock Option or Stock Appreciation Right Agreement
under the Stock Option and Stock Appreciation Right Plan is incorporated
herein by reference to Exhibit 10.3 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-36452) filed on
June 26, 2000.
4.3 Form of Stock Grant Notice is incorporated herein by reference to Exhibit
10.4 to Amendment No. 1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-36452) filed on June 26, 2000.
5.1+ Opinion of Stuart L. Melton
23.1+ Consent of Stuart L. Melton (included as part of Exhibit 5.1)
23.2+ Consent of Independent Accountants
24.1+ Power of Attorney
--------------
+ Filed herewith.
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