As filed with the Securities and Exchange Commission on June 19, 2000
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 STOCK OPTION PLAN OF 1999 FOR CERTAIN KEY EMPLOYEES
ENGELHARD CORPORATION DEFERRED STOCK PLAN FOR NONEMPLOYEE DIRECTORS
(Full title of the plans)
-------------------
ARTHUR A. DORNBUSCH, II
Vice President, General Counsel and Secretary
Engelhard Corporation
101 Wood Avenue
Iselin, NJ 08830
(732) 205-5000
(Name, address (including zip code) and
telephone number (including area code) of agent for
service in the United States)
With copies to:
John Schuster, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005-1702
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Offering Price Registration Fee (2)
Share (2) (2)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
($1.00 par value)(3) 2,700,000 Shares $16.78 $45,306,000.00 $11,960.78
=========================================================================================================================
(1) Includes an indeterminate number of securities that may be issuable by
reason of stock splits, stock dividends or similar transactions, in
accordance with Rule 416 under the Securities Act of 1933, as amended (the
"Act").
(2) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rules 457(c) and 457(h) under the Act, the registration fee has been
calculated based on the average of the high and low sale prices reported
for the common stock of Engelhard Corporation on June 13, 2000, which was
$16.78 per share, as reported on the New York Stock Exchange.
(3) Includes Rights associated with the Common Stock.
==========================================================================================================================
</TABLE>
<PAGE>
2
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
ITEM 1. PLAN INFORMATION
Engelhard Corporation (the "Company") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "Act"), to register 2,500,000 shares of common
stock, $1.00 par value (the "Common Stock"), of the Company issuable pursuant to
the Company's Stock Option Plan of 1999 for Certain Key Employees (the "Stock
Option Plan") and to register 200,000 shares of Common Stock issuable pursuant
to the Company's Deferred Stock Plan for Nonemployee Directors (together with
the Stock Option Plan, the "Plans").
The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in each of the respective the Plans as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Act. Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible participants pursuant to Rule 428(b) or
additional information about the Plans and their respective administrators are
available without charge by contacting:
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830
Attention: Corporate Secretary
Phone: (732) 205-5000
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with 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, 1999;
(2) The Registrant's Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 22, 2000;
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(4) The section entitled "Description of Capital Stock" contained in the
Registrant's Amendment No. 4 to the Registration Statement on Form S-3
(File No. 333-73185), filed on May 18, 1999.
<PAGE>
3
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
adjudication 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 that a present or former director or officer
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, 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
<PAGE>
4
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 on 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
(incorporated by reference to the Registrant's Form S-8 filed with the
Securities and Exchange Commission on January 29, 1999).
4.10 Engelhard Corporation Stock Option Plan of 1999 for Certain Key Employees
(incorporated by reference to the Registrant's Form 10-K for the year ended
December 31, 1999).
4.11 Engelhard Corporation Deferred Stock Plan for Nonemployee Directors
(incorporated by reference to the 1998 definitive Proxy Statement filed
with the Securities and Exchange Commission on March 31, 1999).
<PAGE>
5
5 Opinion of Cahill Gordon & Reindel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 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 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)
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 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 which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Act 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
control-
<PAGE>
6
ling 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
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 June 19, 2000.
ENGELHARD CORPORATION
By: /s/Orin R. Smith
------------------------------------
Orin R. Smith
Chairman and Chief Executive Officer
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 Director June 19, 2000
--------------------------------- (Principal Executive Officer)
Orin R. Smith
/s/ Michael A. Sperduto Controller (Principal Accounting Officer) June 19, 2000
---------------------------------
Michael A. Sperduto
* Director June 19, 2000
---------------------------------
Linda G. Alvarado
* Director June 19, 2000
---------------------------------
Marion H. Antonini
* Director June 19, 2000
---------------------------------
William R. Loomis, Jr.
* Director June 19, 2000
---------------------------------
James V. Napier
* Director June 19, 2000
---------------------------------
Norma T. Pace
* Director June 19, 2000
---------------------------------
Barry W. Perry
<PAGE>
S-2
* Director June 19, 2000
---------------------------------
Reuben F. Richards
* Director June 19, 2000
---------------------------------
Henry R. Slack
* Director June 19, 2000
---------------------------------
Douglas G. Watson
</TABLE>
-----------------------
* 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.
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 on 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
(incorporated by reference to the Registrant's Form S-8 filed with the
Securities and Exchange Commission on January 29, 1999).
4.10 Engelhard Corporation Stock Option Plan of 1999 for Certain Key Employees
(incorporated by reference to the Registrant's Form 10-K for the year ended
December 31, 1999).
4.11 Engelhard Corporation Deferred Stock Plan for Nonemployee Directors
(incorporated by reference to the 1998 definitive Proxy Statement filed
with the Securities and Exchange Commission on March 31, 1999).
5 Opinion of Cahill Gordon & Reindel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Cahill Gordon & Reindel - contained in the opinion filed as
Exhibit 5.
24 Powers of Attorney from Directors.
