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As filed with the Securities and Exchange Commission on May 15, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BETZDEARBORN INC.
--------------------------------------------------
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1503731
------------------------------- ------------------------
(state or other jurisdiction of (IRS Employer Indentifi-
incorporation or organization) cation Number)
BetzDearborn Inc.
4636 Somerton Road
Trevose, Pennsylvania 19053
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(Address of Principal Executive Offices) (Zip Code)
BETZDEARBORN INC. EMPLOYEE STOCK PURCHASE PLAN OF 1997
------------------------------------------------------
(Full title of the plans)
William C. Brafford
Vice President, Secretary and General Counsel
c/o BetzDearborn Inc.
4636 Somerton Road
Trevose, Pennsylvania 19053
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(Name and address of agent for service)
(215) 355-3300
---------------------------------------
(Telephone number, including area code,
of agent for service)
Copy to:
Walter J. Mostek, Jr., Esq.
Drinker Biddle & Reath LLP
Suite 300
1000 Westlakes Drive
Berwyn, Pennsylvania 19312-2409
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Titles of Amount Maximum Maximum
Securities To Be Offering Aggregate Amount of
To Be Regis- Price Offering Registration
Registered tered Per Share ** Price ** Fee**
- ---------- ------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Common 400,000 $53.02 $21,208,000 $6,427
Shares, shares*
par value
$.10 per
share
</TABLE>
* Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares as may become issuable under
the Plan in connection with share splits, share dividends or similar
transactions.
** Calculated pursuant to Rule 457(h). The price is computed based upon
$53.02, 85% of the average of the highest and lowest selling prices of
the Company's Common Stock on May 9, 1997, as reported by the New York
Stock Exchange.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
BetzDearborn Inc. (the "Company") hereby incorporates into this
Registration Statement by reference the following documents:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on November 23, 1992, Registration No. 1-11558,
including any amendment or report filed for the purpose of
updating such description.
All reports subsequently filed by the Company pursuant to Section
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, 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. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes hereof to the extent that a statement contained herein (or in any
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company will indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative in nature, by reason of the fact that he or she
is or was a director or officer of the Company, or is or was serving at the
request of the Company as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, as follows:
1. if and to the extent the director or officer has been successful on
the merits or otherwise in defense of the action, suit or proceeding, or in
defense of any claim, issue or matter contained therein, he or she shall be
indemnified against all expenses (including attorney's fees) actually and
reasonably incurred by him or her in connection therewith;
2. if the action, suit or proceeding is by or in the right of the
Company, a director or officer shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or proceeding only if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Company; provided that no
indemnification shall be made with respect to any claim, issue or matter as to
which an officer or director shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the Company;
unless and only to the extent that the court in which such action or suit was
brought shall determine that, despite the adjudication of liability but in view
of all the circumstances of the case, such a person is fairly and reasonably
entitled to indemnification for such expenses;
3. if the action, suit or proceeding is an action, suit or proceeding
other than one by or in the right of the Company, a director or officer shall be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal action or
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in, or not opposed to,
the best interests of the Company and, with respect
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to any criminal action or proceeding, he or she had reasonable cause to believe
that his or her conduct was unlawful.
The directors and officers of the Company are covered by an insurance
policy indemnifying them against certain liabilities which might be incurred by
them in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit 4(a) The Company's Restated Articles of Incorporation
(incorporated by reference to Exhibit 3 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988, Commission No. 0-2085)
Exhibit 4(b) The Company's By-Laws (incorporated by reference
to Exhibit 3 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1988,
Commission No. 0-2085)
Exhibit 4(c) The BetzDearborn Inc. Employee Stock Purchase Plan of
1997, as amended
Exhibit 5(a) Opinion of Drinker Biddle & Reath LLP
Exhibit 23(a) Consent of Ernst & Young LLP
Exhibit 23(b) Consent of Drinker Biddle & Reath LLP
(included in their opinion filed as
Exhibit 5(a))
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;
(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
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<PAGE>
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 Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in value and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" Table in the effective registration statement; and
(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 paragraph (i) and (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 Section 15(d) of the
Exchange Act that are incorporated by reference in this 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 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 reports 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.
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
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<PAGE>
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or 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.
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<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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, at Trevose, Pennsylvania, on this 15th day of May, 1997.
BETZDEARBORN INC.
By: /s/ William R. Cook
-----------------------
William R. Cook, Chairman, President
and Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints William R. Cook and George L. James, III, as his or her
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him or her, in any and all capacities, to sign any or all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, granting unto
each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitutes may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William R. Cook Chairman, President, May 15, 1997
- ----------------------- and
William R. Cook Chief Executive
(Principal Executive Officer
Officer)
/s/ George L. James, III Vice President May 15, 1997
- ------------------------ and Chief
George L. James, III Financial Officer
(Principal Financial and
Accounting Officer)
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<PAGE>
Director May 15, 1997
- -------------------------
John W. Boyer, Jr.
Director May 15, 1997
- -------------------------
Patrick F. Brennan
Director May 15, 1997
- -------------------------
Carolyn S. Burger
/s/ George A. Butler Director May 15, 1997
- -------------------------
George A. Butler
/s/ Alan R. Hirsig Director May 15, 1997
- -------------------------
Alan R. Hirsig
Director May 15, 1997
- -------------------------
John F. McCaughan
/s/ John Quarles Director May 15, 1997
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John Quarles
Director May 15, 1997
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John A. H. Shober
/s/ Geoffrey Stengel, Jr. Director May 15, 1997
- -------------------------
Geoffrey Stengel, Jr.
/s/ Robert L. Yohe Director May 15, 1997
- -------------------------
Robert L. Yohe
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<PAGE>
EXHIBIT INDEX
-------------
Description Number
- ----------- ------
The BetzDearborn Inc. Employee Stock 4(c)
Purchase Plan of 1997, as amended
Opinion of Drinker Biddle & Reath LLP 5(a)
Consent of Ernst & Young LLP 23(a)
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<PAGE>
EXHIBIT 4(c)
BETZDEARBORN INC.
EMPLOYEE STOCK PURCHASE PLAN OF 1997
(Effective as of July 1, 1997)
<PAGE>
TABLE OF CONTENTS
Page
----
1. PURPOSE............................................. 1
2. ADMINISTRATION...................................... 1
3. ELIGIBILITY......................................... 1
4. STOCK............................................... 2
5. GRANT OF OPTION..................................... 2
6. PARTICIPATION....................................... 3
7. EXERCISE OF OPTION.................................. 3
8. EMPLOYEE'S RIGHT TO ABANDON OPTION.................. 3
9. TERMS AND CONDITIONS OF OPTIONS..................... 4
10. INDEMNIFICATION OF COMMITTEE........................ 7
11. AMENDMENT OF PLAN................................... 7
12. EFFECTIVE DATE OF PLAN.............................. 7
13. ABSENCE OF RIGHTS................................... 7
14. APPLICATION OF FUNDS................................ 7
15. MISCELLANEOUS....................................... 8
-i-
<PAGE>
BETZDEARBORN INC.
EMPLOYEE STOCK PURCHASE PLAN OF 1997
(Effective as of July 1, 1997)
1. PURPOSE
This Employee Stock Purchase Plan (the "Plan") is intended to encourage
stock ownership by all eligible employees of BetzDearborn Inc. (the "Company")
and any domestic "subsidiary corporation" of the Company (as defined in
ss.424(f) of the Internal Revenue Code of 1986, as amended (the "Code") so that
they may acquire a, or increase their, proprietary interest in the success of
the Company. It is further intended that options issued pursuant to this Plan
shall constitute options issued pursuant to an "employee stock purchase plan,"
within the meaning of ss.423 of the Code.
2. ADMINISTRATION
The Plan shall be administered by the Executive Compensation and
Employee Benefits Committee (the "Committee") of the Company's Board of
Directors (the "Board"). Acts approved by a majority of the Committee at which a
quorum is present, or acts without a meeting reduced to or approved In writing
by a majority of the members of the Committee, shall be the valid acts of the
Committee. Each member of the Committee, while serving as such, shall be deemed
to be acting in his/her capacity as a director of the Company.
The Committee shall have full and final authority, in its discretion
but subject to the express provisions of the Plan, (a) to determine the purchase
price (but not less than 85% of fair market value) of the shares covered by each
option and the time or times at which each option shall be granted, (b) to
interpret the Plan; (c) to make, amend, and rescind rules and regulations
relating to the Plan; (d) to determine the terms and provisions of the
instruments by which options shall be evidenced; and (e) to make all other
determinations necessary or advisable for the administration of the Plan. No
member of the Board or of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted
hereunder. Any and all authority of the Committee may be delegated by the
Committee to a Plan Administrator.
3. ELIGIBILITY
(a) General Rule. Except as provided in paragraph (b) below
and subject to ss.9(e), each employee of the Company or a subsidiary corporation
shall be eligible for option grants described in ss.5.
(b) Exceptions. An employee will not be eligible to
participate in the Plan if he or she is customarily employed by the Company or a
subsidiary corporation for twenty (20) hours or fewer per week or if he/she is
customarily employed by the Company or a subsidiary corporation for not more
than five (5) months in any calendar year. Further, an employee who is
classified by the rules of the Committee as a "temporary employees and who has
been employed for less than two years, will not be eligible to participate in
the Plan. In addition, in no event may an employee be granted an option if such
employee, immediately after exercise of the option granted would own stock
possessing five (5) percent or more of the total combined voting power or value
of all classes of stock of
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the Company or of its "parent corporation" (as defined in ss.424(e) of the Code)
(if any) or of a subsidiary corporation. For purposes of determining stock
ownership under this paragraph, the rules of ss.424(d) of the Code (relating to
attribution of stock ownership) shall apply, and stock which the employee may
purchase under outstanding options shall be treated as stock owned by the
employee.
4. STOCK
The stock subject to the options shall be shares of the Company's
authorized but unissued or reacquired as Treasury shares $.10 par value common
stock ("Common Stock"). The aggregate number of shares of Common Stock which may
be issued under options shall not exceed four hundred thousand (400,000);
provided that such number shall be adjusted if required by ss.9(h).
5. GRANT OF OPTION
(a) Grant of Option. Employees shall have the right to
purchase shares of Common Stock under an option as of July 1, 1997 (or, in the
Committee's discretion, as soon as administratively practicable thereafter) and
as of the first business day of each subsequent January or July (the "Grant
Dates"). Each employee who meats the eligibility requirements of ss.3 shall be
granted an option on the first Grant Date coinciding with or immediately
following the date he becomes an eligible employee, and on each succeeding Grant
Date, provided he continues to meet the eligibility requirements of ss.3. The
term of each option shall be six calendar months, except for the first option
term which, in the Committee's discretion, may be fewer than six calendar months
(e.g., July 1, 1997 to December 31, 1997, and each subsequent January 1 to June
30 and August 1 to December 31, 1997).
(b) Aggregate Purchase Prices of Shares Purchasable Under
Option. Subject to the limitation described in paragraph (d) below, employees
shall have the right to purchase shares of Common Stock under an option having
an aggregate price of up to ten (10) percent of the employee's regular rate of
compensation projected, as of the beginning of the Option Term, to be paid for
the Option Term. For purposes of this Plan, "regular rate of compensation" shall
mean an employee's regular rate of compensation from the Company and its
subsidiary corporations, which shall be the employee's basic hourly rate or
salary and any sales commissions paid as part of the employee's regular rate of
compensation.
(c) Number of Shares Purchasable Under Option. Subject to the
limitation described in paragraph (d) below, the number of shares actually
purchasable by the employee for an Option Term shall equal the number determined
by dividing (i) ten (10) percent of the employee's regular rate of compensation
for the Option Term by (ii) the exercise price of the option per share of Common
Stock. The per share exercise price of an option shall be the lesser of (i) 85%
of the per share fair market value of the Common Stock as of the Grant Date for
the Option Term, or (ii) 85% of the per share fair market value of the Common
Stock as of the applicable exercise date (the "Exercise Date") for the Option
Term.
(d) Limitation on Number of Shares Purchasable Under Option.
Notwithstanding paragraphs (b) and (c) above, the aggregate number of whole
shares of Common Stock purchasable under an option for an Option Term shall not
exceed 200% of the number of shares of Common Stock determined by dividing ten
(10) percent of the employees regular rate of compensation projected, as of the
beginning of the Option Term, to be paid for the Option Term by 85% of the per
share fair market value of the Common Stock as of the Grant Date for the Option
Term, and shall be subject to the limitations described in ss.9(e) and ss.9(1).
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6. PARTICIPATION
(a) Payroll Deductions. Subject to rules established by the
committee from time to time, an eligible employee may elect to participate in
the Plan by making payroll deductions (as a whole percentage of the employee's
regular rate of compensation each pay, subject to the limits set forth in
paragraph (b) below) for each Option Term in which the employee is eligible to
participate.
(b) Maximum Payroll Deduction. The maximum total payroll
deductions for any employee for an Option Term may not exceed ten (10) percent
of the employee's regular rate of compensation (as defined in ss.5(b)) for the
Option Term.
(c) No Interest on Payroll Deductions. Payroll deductions made
under the Plan will be held as general assets of the Company or a subsidiary,
and will not be credited with any interest.
(d) Participation after Abandonment. Each employee who has
satisfied the eligibility requirements of ss.3 but who has elected to abandon
(or, as described in paragraph (f) below, is deemed to have abandoned) his
option in accordance with ss.8 for an Option Term, shall be granted an option in
accordance with ss.5 in subsequent Option Terms, provided the employee continues
to meet the eligibility requirements of ss.3. However, such employee must submit
a new payroll deduction agreement under paragraph (a) above in order to begin
payroll deductions for a subsequent Option Term.
(e) No Contract to Purchase. Electing to make payroll
deductions in any Option Term will not constitute a contract to purchase any of
the shares of Common Stock purchasable under the option.
(f) Waiver of Rights. An employee who fails to elect to
participate in the Plan for an Option Term in the manner and within the time
provided under paragraph (a) above shall be deemed to have abandoned the option
granted to the employee for such Option Term and shall have no further rights
under the Plan with respect to such abandoned option.
7. EXERCISE OF OPTION
(a) Method of Exercise. Unless the employee has abandoned his
option in accordance with ss.8(a) (or is deemed to have abandoned his option
under ss.8(f)), as of the last business day of each Option Term, the employee
will be credited for such number of full and fractional shares of Common Stock
as his accumulated payroll deductions shall be sufficient to pay for in full,
subject to the limitations of ss.5(d).
(b) Return of Excess Payroll Deductions. Any payroll
deductions remaining after the employee exercises an option for an Option Term
shall be refunded to the employee.
8. EMPLOYEE'S RIGHT TO ABANDON OPTION
(a) Abandonment of Option. An employee may elect to abandon
his option for any Option Term and withdraw any payroll deductions already made
for the Option Term under the Plan by giving written notice to the Company.
However, in order for such abandonment to be effective for the Option Term, the
employee's written notice must be received by the Company on or before the
thirtieth (30th) calendar day prior to the end of the Option Term. All of such
employee's payroll deductions will be refunded to him as soon as practicable
after the Company receives the employee's notice of withdrawal, and no further
payroll deductions
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will be made from the employee's pay until the employee completes a new payroll
deduction agreement in accordance with ss.6(a) for a subsequent Option Term. As
to any shares so abandoned, the employee shall have no further option or right
of any nature at any subsequent time.
(b) No Effect on Later Participation. An employee's
abandonment of an option for an Option Term will not have any effect upon his
eligibility to participate in the Plan for subsequent Option Terms.
(c) Abandonment Upon Termination of Employment. Upon
termination of the employee's employment during an Option Term for any reason,
including retirement, payroll deductions made by the employee for such Option
Term will be refunded to the employee, or, in the case of death, to the person
or persons entitled thereto under ss.9(f).
9. TERMS AND CONDITIONS OF OPTIONS
Stock options granted pursuant to the Plan shall be evidenced by
agreements in such form as the Committee shall recommend and the Board shall
approve, provided that all employees granted such agreements shall have the some
rights and privileges (except as otherwise required by ss.5), and provided
further that such agreements shall comply with and be subject to the terms and
conditions sat forth below,
(a) Number of Shares. Each option shall state the minimum and
maximum numbers of shares to which it pertains, as well as the formula set forth
in ss.5 pursuant to which the minimum, maximum and ultimate numbers are
determined.
(b) Option Price. The per share exercise price of an option
shall be determined in the manner set forth in ss.5(b). In making such
determination, during such time as the Common Stock is listed upon an
established stock exchange or exchanges, the per share "fair market value" shall
be deemed to be the mean between the highest and lowest quoted selling prices on
the day the option is granted or exercised, whichever is applicable (the
"valuation date"). During such time as the Common Stock is not listed upon an
established stock exchange, the per share fair market value shall be determined
by the Committee by a method sanctioned by the Code, or rules and regulations
thereunder. The fair market value per share is to be determined in accordance
with Treas. Reg. ss.ss. 1.421-7(e) and 20.2031-2. Subject to the foregoing, the
Committee in fixing the exercise price shall have full authority and be fully
protected in doing so.
(c) Medium and Time of Payment. The exercise price of an
option shall be payable in United States dollars upon the exercise of the option
and shall be payable only by accumulated payroll deductions made in accordance
with ss.6.
(d) Term of Option. No option may be exercised after the end
of the Option Term in which the option was granted.
(e) Accrual Limitation. No option shall permit the rights of
an employee to purchase stock under all employee stock purchase plans, intended
to qualify under ss.423 of the Code, of the Company and its parent corporation
(if any) and subsidiary corporations to accrue at a rate which exceeds $25,000
in fair market value of such stock (determined at the time options are granted)
for each calendar year in which the option is outstanding at any time. Thus, the
maximum number of shares of Common Stock an employee may purchase under an
option under this Plan for the first Option Term in a calendar year for which
the employee receives an option is determined by dividing (i) $25,000 by (ii)
the per share fair market value of Common Stock on the Grant Date of such Option
Term. The maximum number the employee may purchase for the second Option Term in
a calendar year is determined by dividing (i) $25,000 by (ii) the per share fair
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market value of Common Stock on the Grant Date of such Option Term, and then
subtracting from the quotient the total number of shares of Common Stock
purchasable by the employee under the option granted to the employee (if any) in
the first Option Term of the calendar year.
For purposes of making the calculation described above, if the
employee was eligible to receive an option for the first Option Term in a
calendar year, the total number of shares purchasable by the employee for the
first Option Term shall be calculated as if the employee had elected for the
first Option Term payroll deductions equal to ten (10) percent of his regular
rate of compensation projected, as of the beginning of the Option Term, to be
paid for such Option Term[, and shall be subject to the 200% limit on the number
of shares purchasable set forth in ss.5(d)]. For purposes of this paragraph (e)
- -- (i) the right to purchase Common Stock under an option accrues when the
option (or any portion thereof) first becomes exercisable during the calendar
year; (ii) the right to purchase Common Stock under an option accrues at the
rate provided in the option but in no case may such rate exceed $25,000 of fair
market value of such Common Stock (determined on the Grant Date of such option)
for any one calendar year, and (iii) a right to purchase Common Stock which has
accrued under one option granted pursuant to the Plan may not be carried over to
any other option.
(f) Termination of Employment. In the event that an employee
ceases to be employed by the Company and its subsidiary corporations for any
reason during the employee's participation in an Option Term, such individual
shall be deemed to have abandoned his option for such option term and his
accumulated payroll deductions shall be refunded in accordance with ss.8(c).
Whether an authorized leave of absence for military or
governmental service shall constitute termination of employment for the purposes
of the Plan shall be determined by the Committee in accordance with applicable
law, which determination, unless modified by the Board (in accordance with
applicable law), shall be final and conclusive.
(g) Nontransferability. Neither payroll deductions made by an
employee, nor any rights with regard to the exercise of an option or to receive
stock, nor any rights to a return of payroll deductions under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way by the
employee other than by will or the laws of descent and distribution. Any such
attempted assignment, transfer, pledge or other disposition shall be without
effect. An option may be exercised during the employee's lifetime only by the
employee.
(h) Recapitalization. Subject to any required action by the
stockholders, the number of shares of Common Stock covered by each outstanding
option, and the price per share thereof in each such option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock of the Company resulting from a subdivision (stock-split)
or consolidation (reverse-split) of shares or the payment of a stock dividend
(but only on the Common Stock) or any other increase or decrease in the number
of such shares affected, without receipt of consideration by the Company.
Subject to any required action by the stockholders, if the
Company shall be the surviving corporation in any merger or consolidation, each
outstanding option shall pertain and apply to the securities to which a holder
of the number of shares of Common Stock subject to the option would have been
entitled. A dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving corporation, shall cause
each outstanding option to terminate, provided that each employee granted an
option under this Plan shall, in such event, have the right immediately prior to
such dissolution or liquidation, or merger or consolidation in which the Company
is not the surviving corporation, to exercise his option.
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In the event of a change in the Common Stock of the Company as
presently constituted which is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed
to be Common Stock within the meaning of the Plan.
To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive
provided that each option granted pursuant to this Plan shall not be adjusted in
a manner that causes the option to fail to continue to qualify as an option
issued pursuant to an "employee stock purchase plan" within the meaning of
ss.423 of the Code.
Except as herein before expressly provided in this paragraph
(i), an employee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger, or consolidation
or spin-off of assets or stock of another corporation, and any issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to the option.
The grant of an option pursuant to the Plan shall not affect
in any way the right or power of the Company to make adjustments,
reclassification, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.
(i) Rights as a Stockholder. An employee or a transferee of an
option (as described in paragraph (g) above) shall have no rights as a
stockholder with respect to any shares of Common Stock covered by his option
until the date the option is exercised in accordance with the terms of the Plan.
No adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
provided in paragraph (i) above.
(j) Investment Purpose. Each option under the Plan shall be
granted on the condition that the purchases of Common Stock thereunder shall be
for investment purposes and not with a view to resale or distribution, except
that in the event the Common Stock subject to such option is registered under
the Securities Act of 1933, as amended, or in the event a resale of such stock
without such registration would otherwise be permissible, such condition shall
be inoperative if in the opinion of counsel for the Company such condition is
not required under the Securities Act of 1933 or any other applicable law,
regulation or rule of any governmental agency.
(k) Adjustment in Number of Shares Exercisable. If the
aggregate number of shares purchased under options granted under the Plan
exceeds the aggregate number of shares of Common Stock specified in ss.4, the
Company shall make a pro rata allocation of the shares available for
distribution so that the limit of ss.4 is not exceeded, and the balance of
payroll deductions made by each participating employee shall be returned to him
as promptly as possible.
(l) Other Provisions. The option agreements authorized under
the Plan shall contain such other provisions as the Committee and the Board
shall deem advisable, provided that no such provision may in any way be in
conflict with the terms of the Plan.
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10. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Committee member is liable for negligence or
misconduct in the performance of his duties; provided that within sixty (60)
days after institution of any such action, suit or proceeding a Committee member
shall in writing offer the Company the opportunity, at its own expense, to
handle and defend the same.
11. AMENDMENT OF PLAN
The Committee may, to the extent permitted by law, from time to time,
with respect to any shares of Common Stock at any time not subject to options,
suspend, discontinue, revise or amend the Plan in any respect whatsoever except
that no such revision or amendment may permit granting of options under this
Plan to persons other than employees of the Company, its parent corporation (if
any) or a subsidiary corporation, or otherwise cause options issued under it to
fail to meet the requirements of ss.423 of the Code. Furthermore, the Plan may
not, without the approval of a majority of the votes cast at a duly held
stockholders' meeting at which a quorum representing a majority of all
outstanding voting stock is, either in person or by proxy, present and voting on
the Plan, be amended in any manner that will change the number of shares subject
to the Plan.
12. EFFECTIVE DATE OF PLAN
In the discretion of the Committee, the Plan will become office as of
July 1, 1997, or as soon as administratively practicable thereafter, subject,
however, to approval by the holders of at least a majority of the Common Stock
present or represented, and entitled to vote, at a special or annual meeting of
the stockholders at which a quorum is present held within twelve (12) months
before or after the date the Plan is approved by the Board. If the Plan is not
so approved, the Plan shall not become effective.
13. ABSENCE OF RIGHTS
The granting of an option to a person shall not entitle that person to
continued employment by the Company or a subsidiary corporation or affect the
terms and conditions of such employment. The Company and any subsidiary
corporation shall have the absolute right, in their discretion, to terminate an
employee's employment, whether or not such termination may result in a partial
or total termination of his option under this Plan.
14. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock
pursuant to options will be used for general corporate purposes.
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15. MISCELLANEOUS
(a) Provisions of Plan Binding. The provisions of the Plan
shall, in accordance with its terms, be binding upon, and inure to the benefit
of all successors of each employee participating in the Plan, including, without
limitation, such employee's estate and the executors, administrator or trustees
thereof, heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such employee.
(b) Applicable Law. Pennsylvania law shall govern all matters
relating to this Plan except to the extent it is superseded by federal law.
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EXHIBIT 5(a)
May 15, 1997
BetzDearborn Inc.
4636 Somerton Road
Trevose, Pennsylvania 19053
Re: BetzDearborn Inc.
Employee Stock Purchase Plan of 1997, as amended
Ladies and Gentlemen:
We have acted as counsel to BetzDearborn Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to 400,000 Common
Shares, par value $0.10 per share, of the Company (the "Shares"), issuable
pursuant to its Employee Stock Purchase Plan of 1997, as amended (the "Plan").
In this capacity, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Restated Articles of
Incorporation, its By-laws, resolutions of its Board of Directors, the Plan, and
such other documents and corporate records as we have deemed appropriate for the
purpose of giving this opinion.
Based upon the foregoing and consideration of such questions of law as
we have deemed relevant, we are of the opinion that the issuance of the Shares
by the Company pursuant to the Plan has been duly authorized by the necessary
corporate action of the Board of Directors of the Company and such Shares, upon
payment therefor in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable by the Company.
The opinions expressed herein are limited to the federal laws of the
United States and the Pennsylvania Business Corporation Law of 1988, as amended.
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We consent to the inclusion of this opinion as an exhibit to the
Registration Statement. This does not constitute a consent under Section 7 of
the Securities Act of 1933 because we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 or the rules and regulations
of the Securities and Exchange Commission.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
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DRINKER BIDDLE & REATH LLP
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the BetzDearborn Inc. Employee Stock Purchase Plan of
1997, as amended of our reports dated February 11, 1997, with respect to the
consolidated financial statements of BetzDearborn Inc. incorporated by reference
in its annual report (Form 10-K) for the year ended December 31, 1996 and the
related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
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Philadelphia, Pennsylvania
May 12, 1997
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