As filed with the Securities and Exchange Commission on May 7, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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ENGELHARD CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 22-1586002
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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101 Wood Avenue
Iselin, New Jersey 08830
(732) 205-5000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Arthur A. Dornbusch, II
Vice President, General Counsel and Secretary
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830
(732) 205-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications to:
James J. Clark, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
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Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box./ /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-04389
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- - ----------------------------------------------------------------------------------------------------------------------
Proposed Maximum
<S> <C> <C> <C> <C>
Amount to be Offering Price Aggregate Amount of
Title of Each Class of Securities to be Registered Per Debt Security Price (3) Registration Fee
Registered (1) (2) (4)
- - ------------------------------------------------
Debt Securities............................... $20,000,000 100% $20,000,000 $5,900
- - ----------------------------------------------------------------------------------------------------------------------
</TABLE>
This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462 (b) under the Securities Act of 1933
(1) There is being registered hereunder up to $20,000,000 aggregate initial
offering price of Debt Securities.
(2) The proposed maximum offering price per Debt Security will be determined,
from time to time, by the Registrant in connection with the issuance by the
Registrant of the Debt Securities registered hereunder.
(3) Estimated solely for purposes of computing the registration fee.
(4) The registration fee has been calculated in accordance with Rule 457(o)
under the Securities Act of 1933, as amended, and reflects the offering
price rather than the principal amount of any Debt Securities issued at a
discount.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both as promulgated under the Securities Act
of 1933, as amended. The contents of the Registration Statement on Form S-3
(File No. 333-04389) filed by Engelhard Corporation with the Securities and
Exchange Commission on May 23, 1996, which was declared effective by the
Commission on July 18, 1996, are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Engelhard
Corporation 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Iselin, State of New Jersey, on the 7th day of
May , 1998.
ENGELHARD CORPORATION
By: /s/ Arthur A. Dornbusch, II
---------------------------------
Arthur A. Dornbusch, II
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
* Chairman, Chief Executive Officer and May 7, 1998
- - ----------------------------------- Director (Principal Executive Officer)
Orin R. Smith
/s/ Thomas P. Fitzpatrick Vice President and Chief Financial Officer May 7, 1998
- - ----------------------------------- (Principal Financial Officer)
Thomas P. Fitzpatrick
/s/ David C. Wajsgras Controller (Principal Accounting Officer) May 7, 1998
- - -----------------------------------
David C. Wajsgras
* Director May 7, 1998
- - -----------------------------------
Linda G. Alvarado
* Director May 7, 1998
- - -----------------------------------
Marion H. Antonini
* Director May 7, 1998
- - -----------------------------------
Anthony W. Lea
* Director May 7, 1998
- - -----------------------------------
William R. Loomis, Jr.
* Director May 7, 1998
- - -----------------------------------
James V. Napier
* Director May 7, 1998
- - -----------------------------------
Norma T. Pace
/s/ Barry W. Perry Director May 7, 1998
- - ------------------------------------
Barry W. Perry
<PAGE>
Signature Title Date
- - --------- ----- ----
* Director May 7, 1998
- - -------------------------------------
Reuben F. Richards
* Director May 7, 1998
- - -------------------------------------
Henry R. Slack
* Director May 7, 1998
- - -------------------------------------
Douglas G. Watson
</TABLE>
*By: /s/ Arthur A. Dornbusch, II
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Arthur A. Dornbusch, II
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3
Exhibit No. Exhibit
* 5.1 Opinion of Cahill Gordon & Reindel.
* 23.1 Consent of Cahill Gordon & Reindel (included in
Exhibit 5.1)
* 23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (Filed as Exhibit 24.1 to the
Registration Statement on Form S-3 of the
Company (File No. 333-04389) and incorporated by
reference herein)
- - --------------------
* Filed herewith.
EXHIBIT 5.1
CAHILL GORDON & REINDEL
EIGHTY PINE STREET
NEW YORK, N.Y. 10005
May 7, 1998
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830-0770
Ladies and Gentlemen:
We have acted as special counsel to Engelhard Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a registration
statement on Form S-3 under the Securities Act of 1933, as amended (the "Act"),
relating to the registration pursuant to Rule 462(b) under the Act (such
registration statement, together with the earlier effective registration
statement on Form S-3 (No. 333-04389) to which it relates, is herein called the
"Registration Statement") of up to $20 million aggregate principal amount (or
such greater principal amount that may result from issuances with original issue
discount) of the Company's unsecured senior and subordinated debt securities
(the "Debt Securities") that may be issued from time to time pursuant to
indentures (collectively the "Indentures") substantially in the form filed as
Exhibits 4.1 and 4.2 to the Registration Statement.
We advise you that, in our opinion, the Debt Securities have been duly
authorized and (upon execution and delivery of the applicable Indenture and
execution and authentication of the Debt Securities in accordance with such
Indenture and delivery to the purchasers thereof against payment therefor
pursuant to a sale in the manner described in the Registration Statement,
including the prospectus forming a part thereof (the "Prospectus") and any
prospectus supplement thereto) will be legally issued, valid and binding
obligations of the Company enforceable in accordance with their terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and related Prospectus. Our consent to
such reference does not constitute a consent under Section 7 of the Act, as in
consenting to such reference 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 said Section 7 or under the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
Cahill Gordon & Reindel
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated February 5, 1998, on our audits of the financial
statements of Engelhard Corporation. We also consent to the reference to our
firm under the captions "Experts."
Coopers & Lybrand L.L.P.
New York, New York
May 5, 1998
