As filed with the Securities and Exchange Commission on January 29, 1999
Registration No. 333-_______
===============================================================================
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 Identification Number)
incorporation or organization)
101 Wood Avenue, Iselin, New Jersey 08830
(Address of principal executive offices) (Zip Code)
ENGELHARD CORPORATION SAVINGS PLAN FOR HOURLY
EMPLOYEES OF ATTAPULGUS, GEORGIA FACILITY
(Full title of the plan)
-------------------
ARTHUR A. DORNBUSCH, II
Vice President, General Counsel and Secretary
Engelhard Corporation
101 Wood Avenue
Iselin, NJ 08830
(Name and address of agent for service)
(732) 205-5000
(Telephone number, including area code, of agent for service)
With copies to:
John Schuster, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered (1) Registered (2) Offering Price Per Aggregate Offering Price Registration Fee
Share (3) (3)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
($1 par value) 100,000 Shares $19.6875 $1,968,750.00 $547.32
===========================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Plus such indeterminate number of shares pursuant to Rule 416 as may be
issued in respect of stock splits, stock dividends and similar transactions.
(3) Estimated solely for the purposes of computing the amount of the
registration fee under Rules 457(c) and (h) of the Securities Act of 1933, as
amended. Estimate is based on the average of the high and low prices of the
Registrant's Common Stock reported on the New York Stock Exchange Composite Tape
on January 27, 1999.
===========================================================================================================================
</TABLE>
<PAGE>
2
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") 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, 1997;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;
(3) The Registrant's Current Report on Form 8-K dated October 29, 1998;
(4) The section entitled "Description of Capital Stock" contained in the
Registrant's Amendment No. 1 to the Registration Statement on Form S-3 (File No.
333-59719), filed on August 26, 1998 and the Registration Statement on Form 8-A,
filed on October 29, 1998.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities 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
Registration Statement and to be a part hereof 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
Exchange Act.
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 Delaware, as
amended July 1, 1997 ("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
director, 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 proceeding,
a corporation may indemnify against expenses (including attorneys' 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
adjudi-
<PAGE>
3
cation of liability such person is fairly and reasonably entitled to indemnity
for such expenses which the court shall deem proper. Section 145 further
provides that to the extent a director, officer, employee or agent of a
corporation 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 corporation to purchase
and maintain insurance on behalf of directors, officers, 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 Certificate of
Incorporation provide that to the fullest extent permitted by Delaware 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 Certificate 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'
derivative 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 provisions do not
alter the liability of directors under federal securities laws. In addition, the
Registrant maintains officers' and directors' liability 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:
4.1 Restated Certificate of Incorporation (incorporated by reference to the
Registrant's Form 10, as amended on Form 8-K filed with the Securities and
Exchange Commission on May 19, 1981).
4.2 By-Laws as amended September 17, 1981 (incorporated by reference to the
Registrant's Form 10-Q for the quarter ended September 30, 1981).
4.3 Certificate of Amendment to the Restated Certificate of Incorporation
(incorporated by reference to the Registrant's Form 10-K for the year ended
December 31, 1987).
4.4 Article XVII of the Registrant's By-Laws as amended May 2, 1988
(incorporated by reference to the Registrant's Form 8-K filed with the
Securities and Exchange Commission on May 21, 1988).
4.5 Certificate of Amendment to the Restated Certificate of Incorporation
(incorporated by reference to the Registrant's Form 10-Q for the quarter
ended March 31, 1993).
<PAGE>
4
4.6 Certificate of Amendment to the Restated Certificate of Incorporation
(incorporated by reference to the Registrant's Form 10-Q for the quarter
ended March 31, 1996).
4.7 By-Laws as amended June 12, 1997 (incorporated by reference to the
Registrant's Form 10-Q for the quarter ended June 30, 1997).
4.8 Form of Rights Agreement dated as of October 1, 1998 between the Registrant
and ChaseMellon Shareholder Services, LLC (filed as Exhibit 1 to
Registration Statement on Form 8-A filed October 29, 1998 and incorporated
herein by reference).
4.9 Article II of the Registrant's By-Laws as amended December 17, 1998.
5 Opinion of Cahill Gordon & Reindel regarding legality of securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cahill Gordon & Reindel - contained in the opinion filed as
Exhibit 5.
24 Powers of Attorney.
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 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. 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
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
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 to such information in the Registration
Statement; provided, however, that paragraphs (1)(i) and (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 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>
5
(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 pursuant to Section
13(a) or Section 15(d) of the Exchange Act and each filing of the 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. (5) To submit the Plan and any amendment thereto to the Internal
Revenue Service in a timely manner and make all changes required by the Internal
Revenue Service in order to qualify the Plan.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 the opinion of the 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 Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. 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 in the City of Iselin, State of New Jersey, on January 29, 1999.
ENGELHARD CORPORATION
By: /S/THOMAS P. FITZPATRICK
-----------------------------------------
Thomas P. Fitzpatrick
Senior Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, 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 January 29, 1999
- --------------------------------- Director (Principal Executive Officer)
Orin R. Smith
/S/THOMAS P. FITZPATRICK Senior Vice President and Chief Financial January 29, 1999
- --------------------------------- Officer (Principal Operating Officer)
Thomas P. Fitzpatrick
/S/DAVID C. WAJSGRAS Controller (Principal Accounting Officer) January 29, 1999
- ---------------------------------
David C. Wajsgras
* Director January 29, 1999
- ---------------------------------
Linda G. Alvarado
* Director January 29, 1999
- ---------------------------------
Marion H. Antonini
* Director January 29, 1999
- ---------------------------------
Anthony W. Lea
* Director January 29, 1999
- ---------------------------------
William R. Loomis, Jr.
* Director January 29, 1999
- ---------------------------------
James V. Napier
<PAGE>
S-2
* Director January 29, 1999
- ---------------------------------
Norma T. Pace
* Director January 29, 1999
- ---------------------------------
Barry W. Perry
* Director January 29, 1999
- ---------------------------------
Reuben F. Richards
* Director January 29, 1999
- ---------------------------------
Henry R. Slack
* Director January 29, 1999
- ---------------------------------
Douglas G. Watson
- -----------------------
* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-indicated directors
of the Registrant pursuant to powers of attorney, executed on behalf of
each such director.
</TABLE>
By: /S/ARTHUR A. DORNBUSCH, II
------------------------------
Arthur A. Dornbusch, II
Attorney-in-fact
<PAGE>
S-3
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Pension and Employee Benefit Plans Committee 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 January 29, 1999.
ENGELHARD CORPORATION SAVINGS
PLAN FOR HOURLY PAID EMPLOYEES
OF ATTAPULGUS, GEORGIA FACILITY
By: /S/ARTHUR A. DORNBUSCH, II
--------------------------------
Arthur A. Dornbusch, II
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons as members
of the Pension and Employee Benefit Plans Committee on January 29, 1999.
Signature
* January 29, 1999
- ---------------------------------
Linda G. Alvarado
* January 29, 1999
- ---------------------------------
Marion H. Antonini
* January 29, 1999
- ---------------------------------
William R. Loomis, Jr.
* January 29, 1999
- ---------------------------------
James V. Napier
* January 29, 1999
- ---------------------------------
Norma T. Pace
* January 29, 1999
- ---------------------------------
Barry W. Perry
* January 29, 1999
- ---------------------------------
Orin R. Smith
* January 29, 1999
- ---------------------------------
Anthony W. Lea
- -----------------------
* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-indicated members of
the Pension and Employee Benefit Plans Committee pursuant to powers of
attorney, executed on behalf of each such member.
<PAGE>
S-4
By: /S/ARTHUR A. DORNBUSCH, II
---------------------------------
Arthur A. Dornbusch, II
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
4.1 Restated Certificate of Incorporation (incorporated by reference to the
Registrant's Form 10, as amended on Form 8-K filed with the Securities and
Exchange Commission on May 19, 1981).
4.2 By-Laws as amended September 17, 1981 (incorporated by reference to the
Registrant's Form 10-Q for the quarter ended September 30, 1981).
4.3 Certificate of Amendment to the Restated Certificate of Incorporation
(incorporated by reference to the Registrant's Form 10-K for the year ended
December 31, 1987).
4.4 Article XVII of the Registrant's By-Laws as amended May 2, 1988
(incorporated by reference to the Registrant's Form 8-K filed with the
Securities and Exchange Commission on May 21, 1988).
4.5 Certificate of Amendment to the Restated Certificate of Incorporation
(incorporated by reference to the Registrant's Form 10-Q for the quarter
ended March 31, 1993).
4.6 Certificate of Amendment to the Restated Certificate of Incorporation
(incorporated by reference to the Registrant's Form 10-Q for the quarter
ended March 31, 1996).
4.7 By-Laws as amended June 12, 1997 (incorporated by reference to the
Registrant's Form 10-Q for the quarter ended June 30, 1997).
4.8 Form of Rights Agreement dated as of October 1, 1998 between the Registrant
and ChaseMellon Shareholder Services, LLC (filed as Exhibit 1 to
Registration Statement on Form 8-A filed October 29, 1998 and incorporated
herein by reference).
4.9 Article II of the Registrant's By-Laws as amended December 17, 1998.
5 Opinion of Cahill Gordon & Reindel regarding legality of securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cahill Gordon & Reindel - contained in the opinion filed as
Exhibit 5.
24 Powers of Attorney.
BY-LAWS OF THE COMPANY AS AMENDED DECEMBER 17, 1998
RESOLVED, that the By-Laws of Engelhard Corporation be and they are hereby
amended by adding the following new SECTION 7 of ARTICLE II, following Section
8, and by renumbering present Sections 7 and 8 as Sections 8 and 9,
respectively:
Section 7. Notice of Nominations and Business. Nominations of persons for
election to the Board of Directors (hereinafter sometimes referred to as the
"Board") and the proposal of business to be transacted by the Stockholders may
be made at an Annual Meeting of the Stockholders (a) pursuant to the
Corporation's notice with respect to such Meeting, (b) by or at the direction of
the Board or (c) by any Stockholder of record of the Corporation who was a
Stockholder of record at the time of the giving of the notice provided for in
the following paragraph, who is entitled to vote at the Meeting and who has
complied with the notice procedures set forth in this Section.
For nominations or other business to be properly brought before an Annual
Meeting by a Stockholder pursuant to clause (c) of the foregoing paragraph, (1)
the Stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation, (2) such business must be a proper matter for
Stockholder action under the General Corporation Law of the State of Delaware,
(3) if the Stockholder, or the beneficial owner on whose behalf any such
proposal or nomination is made, has provided the Corporation with a Solicitation
Notice, as that term is defined in subclause (c)(iii) of this paragraph, such
Stockholder or beneficial owner must, in the case of a proposal, have delivered
a proxy statement and form of proxy to holders of at least the percentage of the
Corporation's voting shares required under applicable law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a proxy
statement and form of proxy to holders of a percentage of the Corporation's
voting shares reasonably believed by such Stockholder or beneficial holder to be
sufficient to elect the nominee or nominees proposed to be nominated by such
Stockholder, and must, in either case, have included in such materials the
Solicitation Notice and (4) if no Solicitation Notice relating thereto has been
timely provided pursuant to this Section, the Stockholder or beneficial owner
proposing such business or nomination must not have solicited a number of
proxies sufficient to have required the delivery of such a Solicitation Notice
under this Section. To be timely, a Stockholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not less
than 60
<PAGE>
-2-
or more than 90 days prior to the first anniversary (the "Anniversary") of the
date on which the Corporation first mailed its proxy materials for the preceding
year's Annual Meeting of the Stockholders; provided, however, that if the date
of the Annual Meeting is advanced more than 30 days prior to or delayed by more
than 30 days after the Anniversary of the preceding year's Annual Meeting,
notice by the Stockholder to be timely must be so delivered not later than the
close of business on the later of (i) the 90th day prior to such Annual Meeting
or (ii) the 10th day following the day on which public announcement of the date
of such Meeting is first made. Such Stockholder's notice shall set forth (a) as
to each person whom the Stockholder proposes to nominate for election or
reelection as a director all information relating to such person as would be
required to be disclosed in solicitations of proxies for the election of such
nominees as directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and such person's written consent
to serve as a director if elected; (b) as to any other business that the
Stockholder proposes to bring before the Meeting, a brief description of such
business, the reasons for conducting such business at the Meeting and any
material interest in such business of such Stockholder and the beneficial owner,
if any, on whose behalf the proposal is made; (c) as to the Stockholder giving
the notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such Stockholder, as they appear on
the Corporation's books, and of such beneficial owner, (ii) the class and number
of shares of the Corporation that are owned beneficially and of record by such
Stockholder and such beneficial owner, and (iii) whether either such Stockholder
or beneficial owner intends to deliver a proxy statement and form of proxy to
holders of, in the case of a proposal, at least the percentage of the
Corporation's voting shares required under applicable law to carry the proposal
or, in the case of a nomination or nominations, a sufficient number of holders
of the Corporation's voting shares to elect such nominee or nominees (an
affirmative statement of such intent, a "Solicitation Notice").
Notwithstanding anything in the second sentence of the second paragraph of
this Section 7 to the contrary, in the event that the number of directors to be
elected to the Board is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased Board made
by the Corporation at least 70 days prior to the Anniversary, a Stockholder's
notice required by these By-Laws shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it
<PAGE>
-3-
shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the Corporation.
Only persons nominated in accordance with the procedures set forth in this
Section 7 shall be eligible to serve as directors and only such business shall
be conducted at an Annual Meeting of the Stockholders as shall have been brought
before the Meeting in accordance with the procedures set forth in this Section.
The chairman of the Meeting shall have the power and the duty to determine
whether a nomination or any business proposed to be brought before the Meeting
has been made in accordance with the procedures set forth in these By-Laws and,
if any proposed nomination or business is not in compliance with these By-Laws,
to declare that such defective proposed business or nomination shall not be
presented for Stockholder action at the Meeting and shall be disregarded.
Only such business shall be conducted at a Special Meeting of the
Stockholders as shall have been brought before the Meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board may be made at a Special Meeting of the Stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (a) by or at
the direction of the Board or (b) by any Stockholder of record of the
Corporation who is a Stockholder of record at the time of giving of notice
provided for in this paragraph, who shall be entitled to vote at the Meeting and
who complies with the notice procedures set forth in this Section 7. Nominations
by Stockholders of persons for election to the Board may be made at such a
Special Meeting of the Stockholders if the Stockholder's notice required by the
second paragraph of this Section 7 shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the later of the 90th day prior to such Special Meeting or the l0th
day following the day on which public announcement is first made of the date of
the Special Meeting and of the nominees proposed by the Board to be elected at
such Meeting.
For purposes of this Section, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or a
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
<PAGE>
-4-
Notwithstanding the foregoing provisions of this Section 7, a Stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to matters set forth in this
Section 7. Nothing in this Section shall be deemed to affect any rights of
Stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
(LETTERHEAD OF CAHILL GORDON & REINDEL)
January 29, 1999
(212) 701-3000
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830
Gentlemen:
We have acted as counsel to Engelhard Corporation, a Delaware corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 under the Securities Act of 1933, as amended, relating to the Company's
Savings Plan For Hourly Employees of Attapulgus, Georgia Facility (the "Plan")
and participations in the Plan ("Participations") and 100,000 shares of the
Company's Common Stock, $1.00 par value ("Common Stock"), to be purchased
thereunder.
We advise you that in our opinion:
(i) the shares of Common Stock, when purchased in accordance with the
provisions of the Plan, will constitute validly issued, fully paid and
non-assessable shares of Common Stock; and
(ii) the Participations which participants under the Plan may acquire will
be legally created.
<PAGE>
-2-
We consent to the filing of this opinion as an exhibit to said Registration
Statement.
Very truly yours,
/s/ CAHILL GORDON & REINDEL
------------------------------
Cahill Gordon & Reindel
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement of Engelhard Corporation and Subsidiaries on Form S-8 of our report
dated February 5, 1998, on our audit of the consolidated financial statements of
Engelhard Corporation and Subsidiaries as of December 31, 1997 and 1996, and for
each of the three years in the period ended December 31, 1997, which report is
included in Engelhard Corporation and Subsidiaries' Annual Report on Form 10-K
for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
New York, New York
January 29, 1999
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, NJ 08830
Power of Attorney
The undersigned hereby appoints Arthur A. Dornbusch, II, Thomas P.
Fitzpatrick and Orin R. Smith, 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 or 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 covering shares of the Company's common stock ($1 par
value), any amendments to such Registration Statement (including post-effective
amendments) and any amendments (including post-effective amendments) to the
Company's Form S-8 Registration Statement relating to the Savings Plan for
Hourly Employees at Attapulgus, Georgia Facility, and interests in such plan,
and all instruments necessary or incidental in connection therewith, and to file
or cause to be filed such Registration Statement and 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 17th day of December, 1998.
/s/ LINDA G. ALVARADO
------------------------------
Linda G. Alvarado
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, NJ 08830
Power of Attorney
The undersigned hereby appoints Arthur A. Dornbusch, II, Thomas P.
Fitzpatrick and Orin R. Smith, 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 or 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 covering shares of the Company's common stock ($1 par
value), any amendments to such Registration Statement (including post-effective
amendments) and any amendments (including post-effective amendments) to the
Company's Form S-8 Registration Statement relating to the Savings Plan for
Hourly Employees at Attapulgus, Georgia Facility, and interests in such plan,
and all instruments necessary or incidental in connection therewith, and to file
or cause to be filed such Registration Statement and 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 17th day of December, 1998.
/s/ WILLIAM R. LOOMIS, JR.
-----------------------------------
William R. Loomis, Jr.
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, NJ 08830
Power of Attorney
The undersigned hereby appoints Arthur A. Dornbusch, II, Thomas P.
Fitzpatrick and Orin R. Smith, 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 or 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 covering shares of the Company's common stock ($1 par
value), any amendments to such Registration Statement (including post-effective
amendments) and any amendments (including post-effective amendments) to the
Company's Form S-8 Registration Statement relating to the Savings Plan for
Hourly Employees at Attapulgus, Georgia Facility, and interests in such plan,
and all instruments necessary or incidental in connection therewith, and to file
or cause to be filed such Registration Statement and 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 17th day of December, 1998.
/s/ JAMES V. NAPIER
------------------------------
James V. Napier
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, NJ 08830
Power of Attorney
The undersigned hereby appoints Arthur A. Dornbusch, II, Thomas P.
Fitzpatrick and Orin R. Smith, 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 or 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 covering shares of the Company's common stock ($1 par
value), any amendments to such Registration Statement (including post-effective
amendments) and any amendments (including post-effective amendments) to the
Company's Form S-8 Registration Statement relating to the Savings Plan for
Hourly Employees at Attapulgus, Georgia Facility, and interests in such plan,
and all instruments necessary or incidental in connection therewith, and to file
or cause to be filed such Registration Statement and 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 17th day of December, 1998.
/s/ NORMA T. PACE
-------------------------------
Norma T. Pace
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, NJ 08830
Power of Attorney
The undersigned hereby appoints Arthur A. Dornbusch, II, Thomas P.
Fitzpatrick and Orin R. Smith, 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 or 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 covering shares of the Company's common stock ($1 par
value), any amendments to such Registration Statement (including post-effective
amendments) and any amendments (including post-effective amendments) to the
Company's Form S-8 Registration Statement relating to the Savings Plan for
Hourly Employees at Attapulgus, Georgia Facility, and interests in such plan,
and all instruments necessary or incidental in connection therewith, and to file
or cause to be filed such Registration Statement and 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 17th day of December, 1998.
/s/ BARRY W. PERRY
----------------------------
Barry W. Perry
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, NJ 08830
Power of Attorney
The undersigned hereby appoints Arthur A. Dornbusch, II, Thomas P.
Fitzpatrick and Orin R. Smith, 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 or 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 covering shares of the Company's common stock ($1 par
value), any amendments to such Registration Statement (including post-effective
amendments) and any amendments (including post-effective amendments) to the
Company's Form S-8 Registration Statement relating to the Savings Plan for
Hourly Employees at Attapulgus, Georgia Facility, and interests in such plan,
and all instruments necessary or incidental in connection therewith, and to file
or cause to be filed such Registration Statement and 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 17th day of December, 1998.
/s/ RUEBEN F. RICHARDS
------------------------------
Rueben F. Richards
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, NJ 08830
Power of Attorney
The undersigned hereby appoints Arthur A. Dornbusch, II, Thomas P.
Fitzpatrick and Orin R. Smith, 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 or 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 covering shares of the Company's common stock ($1 par
value), any amendments to such Registration Statement (including post-effective
amendments) and any amendments (including post-effective amendments) to the
Company's Form S-8 Registration Statement relating to the Savings Plan for
Hourly Employees at Attapulgus, Georgia Facility, and interests in such plan,
and all instruments necessary or incidental in connection therewith, and to file
or cause to be filed such Registration Statement and 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 17th day of December, 1998.
/s/ HENRY R. SLACK
----------------------------
Henry R. Slack
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, NJ 08830
Power of Attorney
The undersigned hereby appoints Arthur A. Dornbusch, II, Thomas P.
Fitzpatrick and Orin R. Smith, 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 or 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 covering shares of the Company's common stock ($1 par
value), any amendments to such Registration Statement (including post-effective
amendments) and any amendments (including post-effective amendments) to the
Company's Form S-8 Registration Statement relating to the Savings Plan for
Hourly Employees at Attapulgus, Georgia Facility, and interests in such plan,
and all instruments necessary or incidental in connection therewith, and to file
or cause to be filed such Registration Statement and 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 17th day of December, 1998.
/s/ ORIN R. SMITH
----------------------------
Orin R. Smith
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, NJ 08830
Power of Attorney
The undersigned hereby appoints Arthur A. Dornbusch, II, Thomas P.
Fitzpatrick and Orin R. Smith, 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 or 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 covering shares of the Company's common stock ($1 par
value), any amendments to such Registration Statement (including post-effective
amendments) and any amendments (including post-effective amendments) to the
Company's Form S-8 Registration Statement relating to the Savings Plan for
Hourly Employees at Attapulgus, Georgia Facility, and interests in such plan,
and all instruments necessary or incidental in connection therewith, and to file
or cause to be filed such Registration Statement and 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 17th day of December, 1998.
/s/ MARION H. ANTONINI
------------------------------
Marion H. Antonini
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, NJ 08830
Power of Attorney
The undersigned hereby appoints Arthur A. Dornbusch, II, Thomas P.
Fitzpatrick and Orin R. Smith, 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 or 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 covering shares of the Company's common stock ($1 par
value), any amendments to such Registration Statement (including post-effective
amendments) and any amendments (including post-effective amendments) to the
Company's Form S-8 Registration Statement relating to the Savings Plan for
Hourly Employees at Attapulgus, Georgia Facility, and interests in such plan,
and all instruments necessary or incidental in connection therewith, and to file
or cause to be filed such Registration Statement and 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 17th day of December, 1998.
/s/ ANTHONY W. LEA
------------------------------
Anthony W. Lea
<PAGE>
ENGELHARD CORPORATION
101 Wood Avenue
Iselin, NJ 08830
Power of Attorney
The undersigned hereby appoints Arthur A. Dornbusch, II, Thomas P.
Fitzpatrick and Orin R. Smith, 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 or 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 covering shares of the Company's common stock ($1 par
value), any amendments to such Registration Statement (including post-effective
amendments) and any amendments (including post-effective amendments) to the
Company's Form S-8 Registration Statement relating to the Savings Plan for
Hourly Employees at Attapulgus, Georgia Facility, and interests in such plan,
and all instruments necessary or incidental in connection therewith, and to file
or cause to be filed such Registration Statement and 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 17th day of December, 1998.
/s/ DOUGLAS G. WATSON
-----------------------------
Douglas G. Watson
