AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998
REGISTRATION NO. 333-47703
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BETZDEARBORN INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1503731
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4636 Somerton Road
Trevose, Pennsylvania 19053-6783
(215) 355-3300
------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------------
Linda R. Hansen, Esquire
Vice President, Secretary and General Counsel
BetzDearborn Inc.
4636 Somerton Road
Trevose, Pennsylvania 19053-6783
(215) 355-3300
------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Please send copies of all communications to:
George L. James III Robert M. Jones, Jr., Esq.
Senior Vice President and Drinker Biddle & Reath LLP
Chief Financial Officer Philadelphia National Bank Building
BetzDearborn Inc. 1345 Chestnut Street
4636 Somerton Road Philadelphia, Pennsylvania 19107-3496
Trevose, Pennsylvania 19053-6783
---------------------
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
issuance and distribution of the securities being registered. Except for the
Securities and Exchange Commission filing fee, all amounts shown are estimates:
Registration Fee...................................................... $118,000
Rating Agency Fees.................................................... 300,000
Accounting Fees and Expenses.......................................... 150,000
Legal Fees and Expenses............................................... 175,000
Blue Sky Fees and Expenses (including legal fees)..................... 1,000
Printing and Engraving Expenses....................................... 44,300
Fees and Expenses of Trustees......................................... 15,000
NYSE Listing Fee...................................................... --
Transfer Agent and Registrar.......................................... --
Miscellaneous......................................................... --
--------
Total............................................................ $803,300
========
II-1
<PAGE>
Item 16. Exhibits
The following Exhibits are filed as part of this Registration Statement:
Number Exhibit
- ------ -------
1.1 Form of Debt Security Underwriting Agreement*
1.2 Form of Equity Underwriting Agreement*
1.3 Form of Distribution Agreement*
3.1 Restated Articles of Incorporation of the Company (incorporated herein
by reference to Exhibit 3 to the Company's Report on Form 10-K for
the fiscal year ended December 31, 1988) (SEC File No. 0-2085)
3.3 Bylaws of the Company (incorporated herein by reference to Exhibit 3 to
the Company's Report on Form 10-K for the fiscal year ended
December 31, 1988) (SEC File No. 0-2085)
4.1 Statement Affecting Class or Series of Shares of the Company, dated
June 19, 1989**
4.2 Specimen of Common Stock Certificate (incorporated herein by reference
to Item 2 of the Company's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on November 23, 1992)
(SEC File No. 1-11558)
4.3 Form of Preferred Stock Certificate*
4.4 Form of Indenture between the Company and The Bank of New York,
as Trustee**
4.5 Form of Debt Securities*
4.6 Form of Warrants*
4.7 Form of Warrant Agreement*
4.8 Form of Deposit Agreement*
4.9 Form of Depositary Receipt*
4.10 Rights Agreement, dated as of January 1, 1992, between the Company and
American Stock Transfer and Trust Company (incorporated herein by
reference to Exhibit 1 to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 15,
1988) (SEC File No. 0-2085)
4.11 Rights Agreement, dated as of February 11, 1998, between the Company
and American Stock Transfer and Trust Company (incorporated herein by
reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997)
5 Opinion of Drinker Biddle & Reath LLP as to legality of the Securities
12 Statement re: Computation of Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and Preferred Stock Dividends**
23.1 Consent of Ernst & Young LLP**
23.3 Consent of Drinker Biddle & Reath LLP (contained in their opinion filed
as Exhibit 5)
24 Powers of attorney***
25 Form T-1 Statement of Eligibility of The Bank of New York, as Trustee
under the Indenture**
- ----------------------
* The form or forms of Debt Security Underwriting Agreement, Equity
Underwriting Agreement, Distribution Agreement, Preferred Stock
Certificate, Debt Securities, Warrant, Warrant Agreement, Deposit
Agreement and Depositary Receipts with respect to each particular
offering of Debt Securities, Common Stock, Preferred Stock, Warrants or
Depositary Receipts, as applicable, will be filed as an exhibit to a
Report on Form 8-K and incorporated herein by reference.
** Previously filed as an exhibit to this Registration Statement.
*** Appear on signature page of Registration Statement as originally filed.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Trevose, Commonwealth of Pennsylvania, on the
17th day of April, 1998.
BETZDEARBORN INC.
By: /s/ William R. Cook
-------------------------------
William R. Cook
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment Number 1 to the Registration Statement has been signed
by the following persons in the capacities indicated on the 17th day of April,
1998.
<TABLE>
<S> <C>
Signature Title
- --------- -----
/s/ William R. Cook Chairman, President and Chief Executive
- ----------------------------- Officer (Principal Executive Officer) and Director
William R. Cook
/s/ George L. James III Senior Vice President and Chief Financial Officer
- ----------------------------- (Principal Financial and Accounting Officer)
George L. James III
</TABLE>
This Post-Effective Amendment Number 1 to the Registration Statement has
also been signed by George L. James III, Attorney-In-Fact, on behalf of the
following Directors on the 17th day of April, 1998:
John W. Boyer, Jr.
Patrick F. Brennan
Carolyn S. Burger
John G. Drosdick
Alan R. Hirsig
John F. McCaughan
John Quarles
John A. H. Shober
Geoffrey Stengel, Jr.
Robert L. Yohe
By: /s/ George L. James III
-------------------------------------
George L. James III, Attorney-In-Fact
II-3
<PAGE>
EXHIBIT INDEX
Number Exhibit
- ------ -------
1.1 Form of Debt Security Underwriting Agreement*
1.2 Form of Equity Underwriting Agreement*
1.3 Form of Distribution Agreement*
3.1 Restated Articles of Incorporation of the Company (incorporated herein
by reference to Exhibit 3 to the Company's Report on Form 10-K for
the fiscal year ended December 31, 1988)
(SEC File No. 0-2085)
3.3 Bylaws of the Company (incorporated herein by reference to Exhibit 3 to
the Company's Report on Form 10-K for the fiscal year ended
December 31, 1988)
(SEC File No. 0-2085)
4.1 Statement Affecting Class or Series of Shares of the Company, dated
June 19, 1989**
4.2 Specimen of Common Stock Certificate (incorporated herein by reference
to Item 2 of the Company's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on November 23, 1992)
(SEC File No. 1-11558)
4.3 Form of Preferred Stock Certificate*
4.4 Form of Indenture between the Company and The Bank of New York, as
Trustee**
4.5 Form of Debt Securities*
4.6 Form of Warrants*
4.7 Form of Warrant Agreement*
4.8 Form of Deposit Agreement*
4.9 Form of Depositary Receipt*
4.10 Rights Agreement, dated as of January 1, 1992, between the Company and
American Stock Transfer and Trust Company (incorporated herein by
reference to Exhibit 1 to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 15,
1988) (SEC File No. 0-2085)
4.11 Rights Agreement, dated as of February 11, 1998, between the Company
and American Stock Transfer and Trust Company (incorporated herein by
reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997)
5 Opinion of Drinker Biddle & Reath LLP as to legality of the Securities
12 Statement re: Computation of Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and Preferred Stock Dividends**
23.1 Consent of Ernst & Young LLP**
23.3 Consent of Drinker Biddle & Reath LLP (contained in their opinion filed
as Exhibit 5)
24 Powers of attorney***
25 Form T-1 Statement of Eligibility of The Bank of New York, as Trustee
under the Indenture**
- ----------------------
* The form or forms of Debt Security Underwriting Agreement, Equity
Underwriting Agreement, Distribution Agreement, Preferred Stock
Certificate, Debt Securities, Warrant, Warrant Agreement, Deposit
Agreement and Depositary Receipts with respect to each particular
offering of Debt Securities, Common Stock, Preferred Stock, Warrants or
Depositary Receipts, as applicable, will be filed as an exhibit to a
Report on Form 8-K and incorporated herein by reference.
** Previously filed as an exhibit to this Registration Statement.
*** Appear on signature page of Registration Statement as originally filed.
II-5
Exhibit 5
[Drinker Biddle & Reath LLP Letterhead]
April 14, 1998
BetzDearborn Inc.
4636 Somerton Road
Trevose, Pennsylvania 19053-6783
Re: BetzDearborn Inc.
Registration Statement on Form S-3
(Registration No. 333-47703)
Ladies and Gentlemen:
We have acted as special counsel to BetzDearborn Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), of the Company's Registration Statement (the "Registration Statement")
on Form S-3 (Registration No. 333-47703), and the prospectus included therein
(the "Prospectus"), relating to the proposed issuance of (i) debt securities of
the Company (the "Debt Securities") pursuant to the Indenture (the "Indenture")
to be entered into by the Company and The Bank of New York, as trustee (the
"Trustee"), (ii) shares of common stock of the Company, par value $.10 per share
(the "Common Stock"), (iii) shares of preferred stock of the Company, par value
$.10 per share (the "Preferred Stock"), which may be issued in fractional
interests of shares of Preferred Stock in the form of depositary shares and
evidenced by depositary receipts as contemplated in the Registration Statement
and (iv) warrants to purchase such securities of the Company as may be
designated by the Company at the time of the offering (the "Warrants"), in each
case in amounts, at prices and on terms to be determined at the time of
offering. The Debt Securities, Common Stock, Preferred Stock and Warrants are
collectively called the "Securities."
All terms used herein have the meanings assigned to them in the
Registration Statement unless otherwise defined herein.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such
<PAGE>
corporate records and other agreements, documents and instruments, and of such
certificates or comparable documents of public officials and officers and
representatives of the Company, and have made such inquiries of such officers
and representatives and have considered such matters of law as we have deemed
appropriate as the basis for the opinions hereinafter set forth.
In all cases, we have assumed the legal capacity of each natural person
signing the Registration Statement and any other documents and instruments that
we have examined, the genuineness of signatures, the authenticity of documents
submitted to us as originals, the conformity to authentic original documents of
documents submitted to us as copies and the accuracy and completeness of all
corporate records and other information made available to us by the Company.
As to questions of fact material to this opinion, we have relied upon the
accuracy of the certificates and other comparable documents of officers and
representatives of the Company, upon statements made to us in discussions with
the Company's management and upon certificates of public officials. Statements
made herein "to the best of our knowledge" or with respect to matters "known to
us" are based solely on information actually known to those attorneys currently
practicing with this firm and engaged in the representation of the Company in
connection with the registration of the Securities. Except as otherwise
expressly indicated, we have not undertaken any independent investigation of
factual matters.
Based on the foregoing, and subject to the qualifications, limitations and
assumptions stated herein, in our opinion:
1. The Company is a corporation validly subsisting and in good standing
under the laws of the Commonwealth of Pennsylvania.
2. When (i) the issuance, execution and delivery by the Company of any of
the Debt Securities shall have been duly authorized by all necessary corporate
action of the Company and (ii) such Debt Securities shall have been duly
executed and delivered by the Company, authenticated by the Trustee and sold as
contemplated by each of the Registration Statement, the Prospectus, any
prospectus supplement relating to such Debt Securities and the Indenture and, if
issued upon the exercise of any Warrants, as contemplated by the terms thereof
and of the Warrant Agreement relating thereto, assuming that the terms of such
Debt Securities and Indenture are in compliance with then applicable law, such
Debt Securities will be validly issued and will constitute valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, except as may be limited by applicable bankruptcy, insolvency,
-2-
<PAGE>
fraudulent conveyance, reorganization, moratorium or other similar laws
affecting the rights of creditors generally and by general principles of equity
(whether considered in a proceeding at law or equity).
3. When (i) the terms of the issuance and sale of the Common Stock have
been duly authorized by all necessary corporate action of the Company and (ii)
the shares of Common Stock have been duly executed, issued and delivered as
contemplated by each of the Registration Statement, the Prospectus and any
prospectus supplement relating thereto and paid for in full with the
consideration fixed therefor by the Board of Directors or a duly authorized
committee thereof, and, if issued upon the exercise of any Warrants, as
contemplated by the terms thereof and of the Warrant Agreements relating
thereto, assuming that the Company has available for issuance the requisite
number of shares of authorized but unissued or issued but not outstanding Common
Stock, the Common Stock will be duly authorized, validly issued, fully paid and
nonassessable by the Company.
4. When (i) the terms of the Preferred Stock and of its issuance and sale
have been duly established in conformity with the Company's Restated Articles of
Incorporation and Bylaws and authorized by all necessary corporate action of the
Company, (ii) an amendment or statement operating as an amendment to the
Restated Articles of Incorporation fixing and determining the terms of the
Preferred Stock has been duly filed with the Department of State of the
Commonwealth of Pennsylvania and (iii) the shares of Preferred Stock have been
duly executed, issued and delivered as contemplated by each of the Registration
Statement, the Prospectus and any prospectus supplement relating thereto and
paid for in full with the consideration fixed therefor by the Board of Directors
or a duly authorized committee thereof, and, if issued upon the exercise of any
Warrants, as contemplated by the terms thereof and of the Warrant Agreements
relating thereto, assuming that the Company has available for issuance the
requisite number of shares of authorized but unissued or issued but not
outstanding Preferred Stock and that the terms of such Preferred Stock are in
compliance with then applicable law, the Preferred Stock will be duly
authorized, validly issued, fully paid and nonassessable by the Company.
5. When (i) the issuance, execution and delivery by the Company of the
Warrants shall have been duly authorized by all necessary corporate action of
the Company, (ii) the Warrant Agreement relating thereto shall have been
executed and delivered by the respective parties thereto and (iii) such Warrants
shall have been duly executed and delivered by the Company, countersigned by the
Warrant Agent and sold as contemplated by each of the Registration Statement,
the Prospectus, any prospectus supplement or supplements relating to such
Warrants
-3-
<PAGE>
and the Warrant Agreements relating thereto, assuming that the terms of such
Warrants and Warrant Agreements are in compliance with then applicable law and
that the securities to be delivered upon exercise of such Warrants have been
duly authorized to be issued upon such exercise and are available and reserved
for issuance pursuant to such exercise, such Warrants will be validly issued and
will be enforceable against the Company in accordance with their terms, except
as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general principles of equity (whether considered in a
proceeding at law or equity).
Furthermore, we advise you that:
(a) We express no opinion concerning the laws of any jurisdiction other
than the laws of the Commonwealth of Pennsylvania, and the federal law of the
United States of America. In that connection, we note that the Indenture
provides that it is governed by the laws of the State of New York. We are not
familiar with those laws and express no opinion about them. With your
permission, we have assumed, solely for purposes of this Opinion, that the
Indenture will be governed by the laws of the Commonwealth of Pennsylvania
notwithstanding its express terms. We express no opinion about what law will
actually govern such agreement.
(b) We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
-------------------------------
DRINKER BIDDLE & REATH LLP
-4-
