AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 1996
Registration No. 33-
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
Engelhard Corporation
(Exact Name of registrant as specified in its charter)
Delaware 22-1586002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Wood Avenue, Iselin, New Jersey 08830
(Address of Principal Executive Offices) (Zip Code)
ENGELHARD CORPORATION
DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
____________________
ARTHUR A. DORNBUSCH, II
Vice President, General Counsel and Secretary
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830
(Name and address of agent for service)
(908) 205-5000
(Telephone number, including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to Offering Price Offering Registration
to be Registered be Registered Per Share* Price* Fee
- ------------------------------------------------------------------------------
Common Stock
($1 par value)...... 375,000 Shares $23.125 $8,671,875 $2,990.30
- ------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low
prices of a share of the Registrant's Common Stock as reported in the
New York Stock Exchange - Composite Transactions system on April 16,
1996.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Engelhard Corpora-
tion (the "Registrant") with the Securities and Exchange Commission ("the
Commission") and are hereby incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995; and
(2) The section entitled "Description of Capital Stock" con-
tained in the Registrant's Registration Statement on Form S-3 (File No.
33-58507), filed on April 10, 1995.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securi-
ties Exchange Act of 1934, as amended (the "Exchange Act") 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 Registra-
tion Statement and to be a part thereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered is registered under Section 12
of the Securities Exchange Act of 1934, as amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Del-
aware ("Section 145") empowers a corporation to 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 (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a direc-
tor, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise. Depending on the character of the
<PAGE>
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proceeding, a corporation may indemnify against expenses (including attor-
neys' fees), judgments, fines and/or amounts paid in settlement actually
and reasonably incurred in connection with such action, suit or proceeding
if the person indemnified acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. In the
case of an action by or in the right of the corporation, no indemnification
may be made with respect to any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper. Section 145 further pro-
vides that to the extent a director, officer, employee or agent of a corpo-
ration has been successful in the defense of any action, or any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person
in connection therewith. Section 145 also states that the indemnification
provided for in such Section shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled and empowers the cor-
poration to purchase and maintain insurance on behalf of directors, offic-
ers, employees and agents of the corporation against any liability asserted
against such person or incurred by such person in any such capacity or
arising out of such person's status as such whether or not the corporation
would have the power to indemnify such person against such liabilities
under Section 145.
Articles NINTH and TENTH of the Registrant's Restated Certifi-
cate of Incorporation provide that to the fullest extent permitted by Dela-
ware law, no director of the Registrant will be liable to the Registrant or
its shareholders for monetary damages for breach of fiduciary duty as a
director. In accordance with Delaware law, the Registrant's Restated Cer-
tificate of Incorporation provides that the directors will be liable to the
Registrant, (i) for any breach of the director's duty of loyalty to the
Registrant or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock
redemptions or repurchases, or (iv) for any transaction from which the
director derived an improper personal benefit. The effect of the provision
in the Restated Certificate of Incorporation is to eliminate the rights of
the Registrant and its shareholders (including through shareholders' deriv-
ative suits on behalf of the Registrant) to recover monetary damages
against a director for breach of fiduciary duty as a director (including
breaches resulting from negligent or grossly negligent behavior) except in
the situations described in clauses (i) through (iv) above. These provi-
sions do not alter the liability of directors under federal securities
<PAGE>
-3-
laws. In addition, the Registrant maintains officers' and directors' lia-
bility insurance for the benefit of its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
5 Consent and Opinion of Cahill Gordon & Reindel regarding legal-
ity of securities being registered.
23(a) Consent of Coopers & Lybrand, Independent Public Accountants.
23(b) Consent of Cahill Gordon & Reindel -- contained in the opinion
filed as Exhibit 5.
24 Powers of Attorney from Directors.
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 Securi-
ties Act of 1933; (ii) to reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement (except to the extent the information required
to be included by clauses (i) or (ii) is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into this Registra-
tion 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
<PAGE>
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(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.
(4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pur-
suant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 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.
(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and con-
trolling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Secu-
rities and Exchange Commission such indemnification is against public pol-
icy 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, offi-
cer 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 juris-
diction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudica-
tion of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the reg-
istrant 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 Township of Iselin, State of New Jersey
on April 19, 1996.
ENGELHARD CORPORATION
By: /s/ Arthur A. Dornbusch, II
---------------------------------
Arthur A. Dornbusch, II
Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this reg-
istration statement has been signed by the following persons in the capaci-
ties and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Orin R. Smith Chairman and Chief April 19, 1996
--------------------------- Executive Officer
(Orin R. Smith) (Principal Execu-
tive Officer)
/s/ L. Donald LaTorre President and Chief April 19, 1996
--------------------------- Operating Officer
(L. Donald LaTorre) and Director
/s/ William Nettles Senior Vice April 19, 1996
--------------------------- President and Chief
(William Nettles) Financial Officer
(Principal Financial
Officer)
/s/ Martin J. Connor, Jr. Controller April 19, 1996
--------------------------- (Principal Accounting
(Martin J. Connor, Jr.) Officer)
<PAGE>
* Director April 19, 1996
- ------------------------------
(Linda G. Alvarado)
* Director April 19, 1996
- ------------------------------
(Marion H. Antonini)
* Director April 19, 1996
- ------------------------------
(Anthony W. Lea)
* Director April 19, 1996
- ------------------------------
(James V. Napier)
* Director April 19, 1996
- ------------------------------
(Norma T. Pace)
* Director April 19, 1996
- ------------------------------
(Reuben F. Richards)
* Director April 19, 1996
- ------------------------------
(Henry R. Slack)
* Director April 19, 1996
- ------------------------------
(Douglas G. Watson)
* The undersigned, by signing his name hereto, does hereby sign this regis-
tration statement on behalf of each of the above-indicated directors of
the Corporation pursuant to powers of attorney, executed on behalf of
each such director.
By: /s/ Arthur A. Dornbusch, II
----------------------------------
Arthur A. Dornbusch, II,
(Attorney-in-fact)
<PAGE>
INDEX TO EXHIBITS
Exhibit
5 Consent and Opinion of Cahill Gordon & Reindel
regarding legality of securities being
registered.
23(a) Consent of Coopers & Lybrand, Independent Public
Accountants.
23(b) Consent of Cahill Gordon & Reindel -- contained
in the opinion filed as Exhibit 5.
24 Powers of Attorney from Directors.
Exhibit 5
CAHILL GORDON & REINDEL
Eighty Pine Street
New York, New York 10005
April 19, 1996
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830
Dear Sirs:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") being filed by
you with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to the 375,000 shares of Common Stock, $1.00 par
value (the "Common Stock"), of Engelhard Corporation, a Delaware corporation
(the "Com- pany") which are issuable pursuant to stock options (each, an
"Option") granted and to be granted pursuant to the Company's Directors Stock
Option Plan (the "Plan").
We advise you that, in our opinion, upon the issuance of Common Stock
pursuant to an Option in accordance with the terms of the Plan, and in each case
upon payment to the Company of any price for such Common Stock in accordance
with the terms of the Plan, the shares of the Common Stock so issued will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an Exhibit to the aforesaid Registration Statement.
Very truly yours,
/s/ Cahill Gordon & Reindel
Exhibit 23(a)
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement of
Engelhard Corporation (the "Company") on Form S-8 pertaining to the Company's
Directors Stock Option Plan of our report dated February 6, 1996, on our audits
of the consolidated financial statements of the Company and its subsidiaries as
of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994
and 1993, which report is included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995.
Coopers & Lybrand, L.L.P.
New York, New York
April 19, 1996
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, New Jersey 08830
Power of Attorney
The undersigned hereby appoints ORIN R. SMITH and ARTHUR A. DORNBUSCH,
II, and each of them individually, the true and lawful attorney or attorneys of
the undersigned with substitution and resubstitution, to execute in his or her
name, place and stead in his or her capacity as an officer or director or both
of Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, on Form S-8 relating to shares of
the Company's Common Stock, $1.00 par value, to be issued in connection with
stock options granted or to be granted pursuant to the Company's Directors Stock
Option Plan, any amendments to such Registration Statement (including post-
effective amendments) and all instruments necessary or incidental in connection
therewith, and to file or cause to be filed such Registration Statement,
amendments, and other instruments with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby ratifies and approves
the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 15th day of April, 1996.
/s/ Linda G. Alvarado
--------------------------------
Linda G. Alvarado
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, New Jersey 08830
Power of Attorney
The undersigned hereby appoints ORIN R. SMITH and ARTHUR A. DORNBUSCH,
II, and each of them individually, the true and lawful attorney or attorneys of
the undersigned with substitution and resubstitution, to execute in his or her
name, place and stead in his or her capacity as an officer or director or both
of Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, on Form S-8 relating to shares of
the Company's Common Stock, $1.00 par value, to be issued in connection with
stock options granted or to be granted pursuant to the Company's Directors Stock
Option Plan, any amendments to such Registration Statement (including post-
effective amendments) and all instruments necessary or incidental in connection
therewith, and to file or cause to be filed such Registration Statement,
amendments, and other instruments with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby ratifies and approves
the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 15th day of April, 1996.
/s/ Marion H. Antonini
------------------------------------
Marion H. Antonini
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, New Jersey 08830
Power of Attorney
The undersigned hereby appoints ORIN R. SMITH and ARTHUR A. DORNBUSCH,
II, and each of them individually, the true and lawful attorney or attorneys of
the undersigned with substitution and resubstitution, to execute in his or her
name, place and stead in his or her capacity as an officer or director or both
of Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, on Form S-8 relating to shares of
the Company's Common Stock, $1.00 par value, to be issued in connection with
stock options granted or to be granted pursuant to the Company's Directors Stock
Option Plan, any amendments to such Registration Statement (including post-
effective amendments) and all instruments necessary or incidental in connection
therewith, and to file or cause to be filed such Registration Statement,
amendments, and other instruments with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby ratifies and approves
the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 15th day of April, 1996.
/s/ Anthony W. Lea
-----------------------------------
Anthony W. Lea
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, New Jersey 08830
Power of Attorney
The undersigned hereby appoints ORIN R. SMITH and ARTHUR A. DORNBUSCH,
II, and each of them individually, the true and lawful attorney or attorneys of
the undersigned with substitution and resubstitution, to execute in his or her
name, place and stead in his or her capacity as an officer or director or both
of Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, on Form S-8 relating to shares of
the Company's Common Stock, $1.00 par value, to be issued in connection with
stock options granted or to be granted pursuant to the Company's Directors Stock
Option Plan, any amendments to such Registration Statement (including post-
effective amendments) and all instruments necessary or incidental in connection
therewith, and to file or cause to be filed such Registration Statement,
amendments, and other instruments with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby ratifies and approves
the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 15th day of April, 1996.
/s/ James V. Napier
----------------------------------
James V. Napier
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, New Jersey 08830
Power of Attorney
The undersigned hereby appoints ORIN R. SMITH and ARTHUR A. DORNBUSCH,
II, and each of them individually, the true and lawful attorney or attorneys of
the undersigned with substitution and resubstitution, to execute in his or her
name, place and stead in his or her capacity as an officer or director or both
of Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, on Form S-8 relating to shares of
the Company's Common Stock, $1.00 par value, to be issued in connection with
stock options granted or to be granted pursuant to the Company's Directors Stock
Option Plan, any amendments to such Registration Statement (including post-
effective amendments) and all instruments necessary or incidental in connection
therewith, and to file or cause to be filed such Registration Statement,
amendments, and other instruments with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby ratifies and approves
the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 15th day of April, 1996.
/s/ Norma T. Pace
----------------------------------
Norma T. Pace
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, New Jersey 08830
Power of Attorney
The undersigned hereby appoints ORIN R. SMITH and ARTHUR A. DORNBUSCH,
II, and each of them individually, the true and lawful attorney or attorneys of
the undersigned with substitution and resubstitution, to execute in his or her
name, place and stead in his or her capacity as an officer or director or both
of Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, on Form S-8 relating to shares of
the Company's Common Stock, $1.00 par value, to be issued in connection with
stock options granted or to be granted pursuant to the Company's Directors Stock
Option Plan, any amendments to such Registration Statement (including post-
effective amendments) and all instruments necessary or incidental in connection
therewith, and to file or cause to be filed such Registration Statement,
amendments, and other instruments with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby ratifies and approves
the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 15th day of April, 1996.
/s/ Reuben F. Richards
------------------------------------
Reuben F. Richards
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, New Jersey 08830
Power of Attorney
The undersigned hereby appoints ORIN R. SMITH and ARTHUR A. DORNBUSCH,
II, and each of them individually, the true and lawful attorney or attorneys of
the undersigned with substitution and resubstitution, to execute in his or her
name, place and stead in his or her capacity as an officer or director or both
of Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, on Form S-8 relating to shares of
the Company's Common Stock, $1.00 par value, to be issued in connection with
stock options granted or to be granted pursuant to the Company's Directors Stock
Option Plan, any amendments to such Registration Statement (including post-
effective amendments) and all instruments necessary or incidental in connection
therewith, and to file or cause to be filed such Registration Statement,
amendments, and other instruments with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby ratifies and approves
the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 15th day of April, 1996.
/s/ Henry R. Slack
---------------------------------
Henry R. Slack
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, New Jersey 08830
Power of Attorney
The undersigned hereby appoints ORIN R. SMITH and ARTHUR A. DORNBUSCH,
II, and each of them individually, the true and lawful attorney or attorneys of
the undersigned with substitution and resubstitution, to execute in his or her
name, place and stead in his or her capacity as an officer or director or both
of Engelhard Corporation, a Delaware corporation (the "Company"), a Registration
Statement under the Securities Act of 1933, on Form S-8 relating to shares of
the Company's Common Stock, $1.00 par value, to be issued in connection with
stock options granted or to be granted pursuant to the Company's Directors Stock
Option Plan, any amendments to such Registration Statement (including post-
effective amendments) and all instruments necessary or incidental in connection
therewith, and to file or cause to be filed such Registration Statement,
amendments, and other instruments with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby ratifies and approves
the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 15th day of April, 1996.
/s/ Douglas G. Watson
-----------------------------------
Douglas G. Watson
