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Registration Statement No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
ETHYL CORPORATION
(Exact name of Registrant as specified in its Charter)
Virginia 54-0118820
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
330 South Fourth Street
Richmond, Virginia 23219
(Address of principal executive office, including zip code)
ETHYL CORPORATION
1982 INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
____________________
Bruce C. Gottwald
Chairman of the Board and Chief Executive Officer
and
E. Whitehead Elmore, Esq
Secretary and Special
Counsel to the Executive Committee
Ethyl Corporation
330 South Fourth Street
Richmond, Virginia 23219
804-788-5000
(Name, address and telephone number, including area code,
of agents for service)
With copy to:
Allen C. Goolsby, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virgi nia 23219-4074
804-788-8200
____________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share* offering price* registration fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 5,900,000 shares $11.875 $70,062,500 $24,158
* Estimated solely for the purpose of computing the registration fee. This amount was calculated
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of $11.875 per share, which
was the average of the high and low prices of the Common Stock on the New York Stock Exchange on
May 12, 1994, as reported in The Wall Street Journal.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Ethyl Corporation (the "Company") with
the Commission are incorporated herein by reference and made a part hereof:
(i) the Company's latest annual report filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii)
all other reports filed pursuant to Section 13(a) or 15 (d) of the Exchange Act
since the end of the fiscal year covered by the annual report referred to in
(i) above; and (iii) the description of the Company's Common Stock, par value
$1.00 (the "Common Stock") contained in a registration statement filed under
the Exchange Act, including any amendment or report filed for the purpose of
updating such description. All documents filed by (the Company) pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of the
Prospectus and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Prospectus 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 purposes of the Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that is incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Virginia Stock Corporation Act permits, and the Company's Articles
of Incorporation require, indemnification of the Company's directors and
officers to the full extent permitted by the Virginia Stock Corporation Act
(as it presently exists or may hereafter be amended), which may include
indemnification for liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). Sections 13.1-697 and 13.1-702 of the Virginia Stock
Corporation Act presently permit a Virginia corporation generally to indemnify
its directors and officers in civil or criminal actions if they acted in good
faith and believed their conduct to be in the best interests of the corporation
and, in the case of criminal actions, had no reasonable cause to believe that
the conduct was unlawful. Section 13.1-704 of the Virginia Stock Corporation
Act also permits a Virginia corporation with shareholder approval to require
indemnification of directors and officers with respect to certain liabilities,
expenses and other amounts imposed upon them by reason of having been a
director or officer, except in the case of willful misconduct or a knowing
violation of criminal law. In addition, the Company carries insurance on
behalf of directors, officers, employees or agents that may cover liabilities
under the Securities Act. The Company's Articles of Incorporation also
provide that, to the full extent the Virginia Stock Corporation Act (as it
presently exists or may hereafter be amended) permits the limitation or
elimination of the liability of directors and officers, no director or officer
of the Company shall be liable to the Company or its shareholders for monetary
damages with respect to any transaction, occurrence or course of conduct.
Section 13.1-692.1 of the Virginia Stock Corporation Act presently permits the
elimination of liability of directors and officers in any proceeding brought by
or in the right of the Company or brought by or on behalf of stockholders of
the Company, except for liability resulting from such person's having engaged
in willful misconduct or a knowing violation of the criminal law or any federal
or state securities law, including, without limitation, any unlawful insider
trading or manipulation of the market for any security.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles of Incorporation of the Company (filed as Exhibit 3.1 of the
Company's annual report or Form 10-K for the year ended December 31, 1992
and incorporated herein by reference).
4.2 Bylaws of the Company (filed as Exhibit 3.2 of the Company's annual report
or Form 10-K for the year ended December 31, 1993 and incorporated herein
by reference).
4.3 Ethyl Corporation 1982 Incentive Stock Option Plan, as amended (filed as
Exhibit 10 of the Company's quarterly report on Form 10-Q for the three
months ended March 31, 1994 and incorporated herein by reference).
5 Opinion of Hunton & Williams as to the legality of the securities being
registered (filed herewith).
23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit 5
to the Registration Statement).
23.2 Consent of Coopers & Lybrand (filed herewith).
24 Powers of Attorney for Officers and Directors (included on signature
page).
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Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are 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)
that, individually or in the aggregate,
represent a fundamental change in the
information set forth in the 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 in such
information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(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 by the registrant
pursuant to Section 13 or Section 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 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.
(b) 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 15(d) of the Exchange
Act (and, when 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 registra-
tion 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.
(c) 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 under Item 6
above, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Richmond, Commonwealth of Virginia, on this 13th
day of May, 1994.
ETHYL CORPORATION
(Registrant)
By /s/ Bruce C. Gottwald
Bruce C. Gottwald
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on this 13th day of May, 1994. Each person whose signature appears below
hereby authorizes either agent for service named in the registration statement
to execute in the name of each such person, and to file, any amendment,
including any post-effective amendment, to the registration statement making
such changes in the registration statement as the registrant deems appropriate,
and appoints such agent for service as attorney-in-fact to sign on his behalf
individually and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement.
Signature Title
By /s/Bruce C. Gottwald Chairman of the Board, Chief Executive
Bruce C. Gottwald Officer and Director
By /s/Charles B. Walker Vice Chairman of the Board, Treasurer
Charles b. Walker Chief Financial Officer and Director
By /s/David A. Fiorenza Vice President - Finance and Controller
David A. Fiorenza Chief Accounting Officer
By /s/Lloyd B. Andrew Director
Lloyd B. Andrew
By /s/William W. Berry Director
William W. Berry
By /s/Allen C. Goolsby Director
Allen C. Goolsby
By /s/Bruce C. Gottwald, Jr. Director
Bruce C. Gottwald, Jr.
By /s/Floyd D. Gottwald, Jr. Director
Floyd D. Gottwald, Jr.
By /s/Thomas E. Gottwald Director
Thomas E. Gottwald
By /s/William M. Gottwald, M.D. Director
William M. Gottwald, M.D.
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By /s/Gilbert M. Grosvenor Director
Gilbert M. Grosvenor
By /s/Andre B. Lacy Director
Andre B. Lacy
By /s/Emmett J. Rice Director
Emmett J. Rice
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EXHIBIT INDEX Page No.
4.1 Articles of Incorporation of the Company (filed
as Exhibit 3.1 of the Company's annual report or
Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference).
4.2 Bylaws of the Company (filed as Exhibit 3.2 of
the Company's annual report or Form 10-K for the
year ended December 31, 1993, and incorporated
herein by reference).
4.3 Ethyl Corporation 1982 Incentive Stock Option
Plan, as amended (filed as Exhibit 10 of the
Company's quarterly report on Form 10-Q for the
three months ended March 31, 1994 and
incorporated herein by reference).
5 Opinion of Hunton & Williams (filed herewith). 8
23.1 Consent of Hunton & Williams (included in the
opinion filed as Exhibit 5 to the Registration
Statement). 8
23.2 Consent of Coopers & Lybrand (filed herewith). 9
24 Powers of Attorney for Officers and Directors
(included on signature page).
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EXHIBIT 5
23390.166
(804) 788-8200
May 13, 1994
Board of Directors
Ethyl Corporation
330 South Fourth Street
Richmond, Virginia 23219
Ethyl Corporation
Registration Statement on Form S-8
1982 Incentive Stock Option Plan
Gentlemen:
We are acting as counsel for Ethyl Corporation (the "Company") in
connection with its Registration Statement on Form S-8 being filed with the
Securities and Exchange Commission (the "Registration Statement"), with
respect to 5,900,000 additional shares of its Common Stock (the "Shares")
issuable pursuant to the Company's 1982 Incentive Stock Option Plan as
amended by its shareholders on April 28, 1994 (the "Plan").
In rendering this opinion, we have relied on, among other things, our
examination of such records of the Company and certificates of its officers
and of public officials as we have deemed necessary.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the Commonwealth of Virginia.
2. The Shares, when issued in accordance with the terms and conditions
of the Plan, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
references to us in the Prospectus with respect to the Shares.
Very truly yours.
HUNTON & WILLIAMS
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Ethyl Corporation on Form S-8 of the Ethyl Corporation 1982 Incentive Stock
Option Plan of (i) our report dated January 31, 1994, except as to the
information presented in Note 21, for which the date is February 17, 1994, on
our audits of the consolidated financial statements of Ethyl Corporation and
Subsidiaries as of December 31, 1993 and 1992, and for the years ended
December 31, 1993, 1992 and 1991, appearing on page 46 of the Ethyl
Corporation 1993 Annual Report to Shareholders, which report is incorporated
by reference in the 1993 Annual Report on Form 10-K ("Form 10-K") and (ii)
our report dated January 31, 1994 on our audits of the financial statement
schedules listed in the index on page F-1 of the Form 10-K, which report
appears on page F-2 of the Form 10-K.
COOPERS & LYBRAND
Richmond, Virginia
May 10, 1994
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