<PAGE>
As filed with the Securities and Exchange Commission on December __, 1996
Registration No. 333-________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
FMC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-0479804
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
200 East Randolph Drive
Chicago, Illinois 60601
312/861-6000
(Address of principal executive offices)
FMC 1995 MANAGEMENT INCENTIVE PLAN
AND
FMC 1995 STOCK OPTION PLAN
(Full title of the plans)
Robert L. Day
Secretary and Assistant General Counsel
FMC Corporation
200 East Randolph Drive
Chicago, Illinois 60601
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to be Amount to be registered Proposed maximum Proposed maximum Amount of registration
registered offering price per aggregate offering fee(1)
share(1) price(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares $.10 par 3,000,000(2) $72.00 $72.00 $65,454.55
value
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee based upon the average of the high and low
prices reported for the Common Shares on the NYSE on December 13, 1996.
(2) This is the total number of shares which may be offered based on the shares
reserved for the Plans on the filing date. Pursuant to Rule 416, this
Registration Statement shall also be deemed to cover any additional shares
offered under the Plan in order to reflect share splits, share dividends,
mergers and other capital changes.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not being filed with or included in this Form S-8 (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
The following documents filed by FMC Corporation, a Delaware corporation
(the "Company") with the Commission are incorporated herein by reference except
to the extent that any statement or information therein is modified, superseded
or replaced by a statement or information contained in any other subsequently
filed document incorporated by reference:
1. FMC Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1995.
3. The description of the Company's Common Shares contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act dated May 12, 1986, relating to the Company's Plan of
Recapitalization and the listing of the Common Stock on the New York,
Midwest and Pacific Stock Exchanges.
4. The description of the Company's Rights, with respect to Common Shares,
contained in the "Description of Registrant's Securities to be Registered"
of the Company's Registration Statement on Form 8-A filed with the
Commission on March 18, 1986 as amended by the Company's Form 8 Amendment
to Application filed with
<PAGE>
the Commission on February 27, 1988 and the Company's Form 8-A/A filed with
the Commission on February 12, 1996.
5. All documents filed by the Company or the Plan pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and 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 herein
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the General Corporation Law of the State of Delaware
("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 proceedings, whether civil, criminal, administrative
or investigative 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 attorney's fees),
judgments, fines and 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 interest of the corporation and, with respect to any
criminal action or proceeding, had no 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 in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or misconduct
in the performance of such person's duty 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
<PAGE>
to the extent a director, officer, employee or agent of a corporation has been
successful in the defense of any action, suit or proceeding referred to above or
in the defense of 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.
The Registrant's Certificate of Incorporation provides that a current or
former director shall not be liable to the Registrant or its shareholders for
damages for any breach of fiduciary duty except under those circumstances set
forth in Section 102(b)(7) of the Delaware General Corporation Law.
The Registrant's By-Laws provide for indemnification, to the fullest
extent permitted by applicable law, of any of its directors and officers who
are, or have been, or are threatened to be, made a party to an action or
proceeding, whether civil or criminal, by reason of the fact that such director
or officer is a director or officer of the Registrant, against any judgments,
fines, amounts paid in settlement and expenses, including attorneys' fees, or
any appeal therein. The By-Laws also provide that additional indemnification
may be provided by the Registrant to any other person to the extent permitted by
applicable law.
The Registrant has purchased directors' and officers' liability
insurance in the amounts and subject to the conditions set forth in such
policies covering certain liabilities incurred by its officers and directors in
connection with the performance of their respective duties.
Item 7. Exemption from Registration Claimed.
--------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
See Index to Exhibits.
<PAGE>
Item 9. Undertakings.
-------------
1. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
2. The Registrant hereby undertakes:
a. To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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
this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement; provided, however, that paragraphs (a)(1))(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
b. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
c. 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the 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 Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all 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, and in the capacities indicated, in the City of Chicago, State of
Illinois, on the 20th day of December, 1996.
FMC CORPORATION
By: /s/ MICHAEL J. CALLAHAN
-----------------------
Michael J. Callahan
Executive Vice President-Finance
<PAGE>
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
indicated on the 20th day of December, 1996.
SIGNATURE TITLE
- --------- -----
ROBERT N. BURT* Chairman of the Board and Chief
- ------------------------ Executive Officer
ROBERT N. BURT
MICHAEL J. CALLAHAN Executive Vice President-Finance
- ------------------------ (Principal Financial Officer)
MICHAEL J. CALLAHAN
RONALD D. MAMBU Controller
- ------------------------ (Principal Accounting Officer)
RONALD D. MAMBU
LARRY D. BRADY* Director
- ------------------------
LARRY D. BRADY
PATRICIA A. BUFFLER* Director
- ------------------------
PATRICIA A. BUFFLER
B.A. BRIDGEWATER, JR.* Director
- ------------------------
B.A. BRIDGEWATER, JR.
ALBERT J. COSTELLO* Director
- ------------------------
ALBERT J. COSTELLO
PAUL L. DAVIES, JR.* Director
- ------------------------
PAUL L. DAVIES, JR.
ROBERT H. MALOTT* Director
- ------------------------
ROBERT H. MALOTT
EDWARD C. MEYER* Director
- ------------------------
EDWARD C. MEYER
WILLIAM F. REILLY* Director
- ------------------------
WILLIAM F. REILLY
JAMES R. THOMPSON* Director
- ------------------------
JAMES R. THOMPSON
CLAYTON YEUTTER* Director
- ------------------------
CLAYTON YEUTTER
*By: /s/ ROBERT L. DAY
-----------------
ROBERT L. DAY
(Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Description of Exhibit
No.
- ------- ----------------------
4.1 Restated Certificate of Incorporation
of the Company as filed on July 11,
1986 (incorporated by reference from
Exhibit 3.1 to the Form SE filed on
March 25, 1993)
4.2 Amendment to Restated Certificate of
Incorporation filed on April 30, 1987
(incorporated by reference from Exhibit
3.2 to the Form SE filed on March 25,
1993)
4.3 Amended and Restated By-Laws of the
Company, as amended
4.4 Amended and Restated Rights Agreement
dated as of February 19, 1988, between
the Company and Harris Trust and
Savings Bank (incorporated by reference
from Exhibit 4 to the Form SE filed on
March 25, 1993)
4.5 Amendment to Amended and Restated
Rights Agreement, dated February 9,
1996, between the Company and Harris
Trust and Savings Bank (incorporated by
reference from Exhibit 1 to the Form
8-K filed on February 9, 1996)
4.6 FMC 1995 Management Incentive Plan
(incorporated by reference from Exhibit
10.9 to the Form 10-K filed on March
15, 1996)
4.7 FMC 1995 Stock Option Plan as amended
(incorporated by reference from Exhibit
10.10 to the Form 10-K filed on March
15, 1996)
5 Opinion of Robert L. Day on the
legality of the Common Shares
15.1 Letter from KPMG Peat Marwick LLP re
unaudited interim financial information
about the Company
15.2 Letter from Ernst & Young LLP re
unaudited interim financial information
about United Defense, L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Robert L. Day (included in
the Opinion filed as Exhibit 5)
23.3 Consent of Ernst & Young LLP
24 Powers of Attorney of certain officers
and directors of the Company
<PAGE>
Exhibit 4.3
RESTATED
BY-LAWS
OF
FMC CORPORATION
(as of October 18, 1996)
ARTICLE I
LOCATION OF OFFICES
Section 1. Principal Delaware Office. The principal office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, and the name and address of the Resident Agent in charge thereof shall
be the Corporation Trust Company, 100 West Tenth Street, Wilmington, Delaware.
Section 2. Principal Illinois Office. The corporation shall also have and
maintain an office or principal place of business in the State of Illinois at
200 East Randolph Drive, Chicago, Illinois, the location of such office to be
subject to change by resolution of the Board of Directors.
Section 3. Other Offices. The corporation may also have offices in such other
places, both within and without the State of Delaware, as the Board of Directors
from time to time may designate or the business of the corporation require.
ARTICLE II
CORPORATE SEAL
The corporate seal shall be circular in form and have inscribed thereon the
following: "FMC Corporation, Incorporated Delaware 1928."
ARTICLE III
STOCKHOLDERS
Section 1. Meetings of Stockholders.
(a) Annual Meetings.
Unless otherwise directed by the Board of Directors, annual meetings of
stockholders shall
By-Laws--1
<PAGE>
be held at 2:00 PM on the last Friday in April if not a legal holiday and,
if a legal holiday, then on the first preceding regular business day. At
the annual meeting stockholders shall elect Directors and transact such
other business as properly may be brought before the meeting.
(b) Special Meetings.
Special meetings of stockholders of the Corporation may be called only by
the Board of Directors pursuant to a resolution approved by a majority of
the entire Board of Directors.
(c) Place of Meetings.
Unless otherwise directed by the Board of Directors, all meetings of
stockholders shall be held at the office of the Corporation at 200 East
Randolph Drive, Chicago, Illinois.
(d) Notice of Meetings.
Unless otherwise provided by statute, written notice of any meeting shall
be given not less than ten days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.
Section 2. Quorum of Stockholders. The holders of a majority of the total
number or shares issued and outstanding, and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business, except as otherwise provided
by law, by the certificate of incorporation, or by these By-Laws. If, however,
such a majority shall not be present or represented at any meeting of
stockholders, the stockholders entitled to vote at such meeting, present in
person or by proxy, may adjourn the meeting from time to time, without notice
other than by announcement at the meeting, until the requisite number of shares
of stock entitled to vote shall be present. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally noticed.
When a quorum is present at any meeting of stockholders, a majority of the
number of shares of
By-Laws--2
<PAGE>
the stock entitled to vote which is represented thereat shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of law or the certificate of incorporation or of these By-Laws
a larger or different vote is required, in which case such express provision
shall govern and control the decision of such question.
Section 3. Voting by Stockholders. Each stockholder of record entitled to vote
at any meeting may do so in person or by proxy appointed by instrument in
writing, subscribed by such stockholder or his duly authorized attorney, and
filed with the Secretary.
Section 4. Business Brought Before a Meeting. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than sixty days nor more than ninety days prior to the
meeting; provided, however, that in the event that less than seventy days'
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth day following the date on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in the By-Laws to the contrary, no business
By-Laws--3
<PAGE>
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section. The presiding officer of an annual meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this Section; and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted.
ARTICLE IV
DIRECTORS
Section 1. Election, Number and Term of Office. Directors shall be chosen by
ballot at the annual meeting of the stockholders. The number of Directors of
this corporation which shall constitute the whole Board shall be fixed by
resolution adopted by affirmative vote of a majority of the whole Board except
that such number shall not be less than three (3) nor more than fifteen (15) the
exact number to be eleven (11) until otherwise determined by resolution adopted
by affirmative vote of a majority of the whole Board. Each director shall hold
office until his respective successor is elected and qualified or until his
earlier resignation or removal.
Section 2. Nomination of Directors. Subject to the rights of holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, nominations for the election of Directors may be
made by the Board of Directors or a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. However, any stockholder entitled to vote in the election of
Directors generally may nominate one or more persons for election as Directors
at a meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election to be held at an annual meeting of
stockholders, ninety days prior to the anniversary date of the immediately
preceding annual meeting, and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of Directors, the close of
business on the tenth day following the date on which notice of such meeting is
first given to stockholders. Each such notice shall set forth: (a) the name and
address of the stockholder who intends
By-Laws--4
<PAGE>
to make the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (e)
the consent of each nominee to serve as a Director of the Corporation if so
elected. The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
Section 3. Removal of Directors. Subject to the rights of any class or series
of stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, any director may
be removed from office with or without cause and only by the affirmative vote of
the holders of 80% of the combined voting power of the then outstanding shares
of stock entitled to vote generally in the election of directors, voting
together as a single class.
Section 4. Vacancies on Board. Vacancies on the Board of Directors may be
filled by a majority of the Directors then in office, although less than a
quorum, or by a sole remaining Director. At any special meeting of stockholders
called for the purpose of removing Directors pursuant to Section 2 of this
ARTICLE, the vacancy or vacancies on the Board caused by such removal may be
filled by the stockholders. Any Director elected to fill a vacancy resulting
from an increase in the number of Directors shall hold office for a term that
shall coincide with the remaining term of the class of Directors to which he is
elected. A Director elected to fill a vacancy not resulting from an increase in
the number of Directors shall have the same remaining term as that of his
predecessor.
By-Laws--5
<PAGE>
Section 5. Powers of Directors.
(a) General Powers.
The Board of Directors shall have the entire management of the business of
this corporation. In addition to such powers as are herein and in the
certificate of incorporation expressly conferred upon it, the Board of
Directors shall have and may exercise all the powers of the corporation,
subject to the provisions of the laws of Delaware, the certificate of
incorporation and these By-Laws.
(b) Appointment of Committees.
The Board of Directors may designate two or more of their number to
constitute an Executive Committee, which Committee shall have and may
exercise, when the Board is not in session, all of the powers of the Board
in the management of the business and affairs of the corporation, including
the power to appoint Assistant Secretaries and Assistant Treasurers, and to
authorize the seal of the corporation to be affixed to all papers which may
require it. The Executive Committee may make rules for the calling,
holding and conduct of its meetings and the keeping of records thereof.
The Board of Directors may also appoint other committees from their own
number, the number (not less than two) composing such committees, and the
powers conferred upon them, to be determined by such resolution or
resolutions.
In the absence or disqualification of any member of the Executive Committee
or any other committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or
disqualified member.
Meetings of any Committee designated by the Board of Directors may be
called by the Board of Directors or by the Chairman of the Committee at any
time or place upon at least twenty-four (24) hours' notice. One third of
the members of a Committee, but not less than two members, shall constitute
a quorum of a Committee for the transaction of business.
By-Laws--6
<PAGE>
(c) Delegation of Duties of Directors.
The Board of Directors may delegate for the time being the powers or duties
of any officer of the corporation, in case of his absence, disability,
death or removal, or for any other reason, to any other officer or to any
Director.
Section 6. Meeting of Directors.
(a) Regular Meetings.
Regular meetings of the Board of Directors shall be held at such place
within or without the State of Delaware, and at such times, as the Board by
vote may determine from time to time, and if so determined no notice
thereof need be given.
After each election of Directors the newly constituted Board shall meet
without notice for the purpose of electing officers and transacting such
other business as lawfully may come before it.
(b) Special Meetings.
Special meetings of the Board of Directors may be held at any time or
place, within or without the State of Delaware, whenever called by the
Chairman of the Board, the President, any Vice President, or two or more
Directors.
(c) Notice of Meetings.
Notice of special meetings of the Board, stating the time and place, shall
be given by mailing the same to each Director at his residence or business
address at least two days before the meeting, or by delivering the same to
him personally or by telephoning or telegraphing the same to him at said
residence or business address at least one day before the meeting. Such
notice shall be deemed to have been given on the date of mailing,
telephoning or telegraphing, as the case may be.
Section 7. Quorum of Directors. Four (4) Directors shall constitute a quorum
of the Board for the transaction of business, but a smaller number may adjourn
the meeting until a quorum is present.
When a quorum is present at any meeting of Directors, a majority of the members
present thereat
By-Laws--7
<PAGE>
shall decide any question brought before such meeting, except as otherwise
provided by law, the certificate of incorporation or these By-Laws.
Section 8. Compensation of Directors. Directors other than those who are full-
time salaried officers or other employees of the corporation may be paid
compensation for their services as Directors and may also be paid additional
compensation for their services as members of any committee appointed by the
Board of Directors, in such amounts as the Board of Directors by resolution
shall from time to time determine to be appropriate. Directors may be paid
their expenses, if any, incurred for attendance at each meeting of the Board of
Directors or of any committee of which they may be members. No Director shall
be precluded from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE V
BOOKS AND RECORDS
Unless otherwise required by the laws of Delaware, the books and records of the
corporation may be kept at the office of the corporation in the City of Chicago,
State of Illinois, or at any other place or places outside the State of
Delaware, as the Board of Directors from time to time may designate.
ARTICLE VI
OFFICERS
Section 1. Number and Titles. The officers of the corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a
Treasurer, and a Controller, all of whom shall be elected by the Board of
Directors. The Board of Directors or the Chief Executive Officer may appoint
such other officers, including one or more Assistant Secretaries, Assistant
Treasurers and Assistant Controllers as either of them shall deem necessary, who
shall have such authority and perform such duties as may be prescribed in such
appointment. The Chairman of the Board, the Vice Chairman of the Board and the
President shall be members of the Board of Directors, but the other officers
need not be members of such Board.
Any two or more offices, other than the offices of President and Secretary, may
be held by the same person.
By-Laws--8
<PAGE>
Section 2. Tenure of Office. Officers of the corporation shall hold their
respective offices at the pleasure of the Board of Directors and, in the case of
officers who were appointed by the Executive Committee or by the Chief Executive
Officer, also at the pleasure of such appointing authority.
Section 3. Duties of Officers.
(a) Chairman of the Board.
The Chairman of the Board shall be the Chief Executive Officer of the
corporation, shall be in general charge and supervision of the affairs of
the corporation and shall preside at all meetings of the Board of
Directors, of the Executive Committee and of the stockholders of the
corporation. He shall perform such other duties as may from time to time
be assigned to him by the Board of Directors.
(b) President.
The President shall perform such duties as from time to time may be
assigned to him by the Board of Directors or the Chairman.
(c) Vice Presidents.
Each Vice President shall have such powers and shall perform such duties as
may be assigned to him by the senior officers of the corporation or by the
Board of Directors. The Board of Directors may designate one or more Vice
Presidents as Executive Vice Presidents or Senior Vice Presidents, or make
such other designations of Vice Presidents as it may deem appropriate.
(d) Secretary.
The Secretary shall attend and record all proceedings of the meetings of
the Board of Directors, the stockholders, and the Executive Committee;
shall be custodian of the corporate seal and affix such seal to all
documents requiring the same; shall cause to be maintained a stock transfer
book, and a stock ledger, and such other books as the Board of Directors
may direct; shall serve all notices required by law, or by these By-Laws,
or by resolution of the Board of Directors; and shall perform such other
duties as pertain to the office of Secretary,
By-Laws--9
<PAGE>
subject to the control of the Board of Directors.
(e) Assistant Secretaries.
The Assistant Secretaries shall assist the Secretary in the performance of
his duties, and shall perform such other duties as the Board of Directors
or the Chief Executive Officer from time to time may prescribe. If at any
time the Secretary shall be unable to act, an Assistant Secretary may
perform his duties.
(f) Treasurer.
The Treasurer shall perform all duties commonly incident to that office
(including, but without limitation, the care and custody of the funds and
securities of the corporation which from time to time may come into his
hands and the deposit of the funds of the corporation in such banks or
trust companies as the Board of Directors may authorize or direct) and, in
addition, such other duties as the Board of Directors from time to time may
prescribe.
(g) Assistant Treasurers.
Assistant Treasurers shall assist the Treasurer in the performance of his
duties, and shall discharge such other duties as the Board of Directors or
the Chief Executive Officer from time to time may prescribe.
(h) Controller.
The Controller shall be the principal accounting officer of the
corporation, and shall maintain adequate records of all assets, liabilities
and transactions of the corporation; and shall cause adequate audits of the
corporation's accounting records to be currently and regularly made; and
shall perform such other duties as the Board of Directors from time to time
may prescribe.
(i) Assistant Controllers.
Assistant Controllers shall assist the Controller in performance of his
duties, and shall discharge such other duties as the Board of Directors or
the Chief Executive Officer from time to time may prescribe.
By-Laws--10
<PAGE>
ARTICLE VII
STOCK CERTIFICATES
Section 1. Stock Certificates. Every holder of stock shall be entitled to have
a certificate or certificates duly numbered, certifying the number and class of
shares in the corporation owned by him, in such form as may be prescribed by the
Board of Directors. Each such certificate shall be signed in the name of the
corporation by the Chairman of the Board, the President or a Vice President, and
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer. If any such certificate is countersigned (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue. All
certificates shall be countersigned and registered in such manner as the Board
of Directors may from time to time prescribe and there shall be impressed
thereon the seal of the corporation or imprinted thereon a facsimile of such
seal. Any transfer agent may countersign by facsimile signature.
No registrar of any stock of the corporation appointed pursuant to this
Section 1 shall be the corporation or its employee.
Section 2. Lost Certificates. In the case of the loss, mutilation or
destruction of a stock certificate, a duplicate certificate may be issued upon
such terms and conditions as the Board of Directors from time to time may
prescribe.
Section 3. Transfers of Stock. Transfer of shares of stock of the corporation
shall be made on the books of the corporation only by the person named in the
certificate evidencing such stock or by any attorney lawfully constituted in
writing, and upon surrender and cancellation of such certificate, with duly
executed assignment and power of transfer endorsed thereon or attached thereto,
and with such proof of authenticity of the signatures and authority of the
signatories as the corporation or its agents may reasonably require, except that
a new certificate may be issued in the name of an appropriate state
By-Laws--11
<PAGE>
officer or office, without the surrender of the former certificate for shares
presumed abandoned under the provisions of applicable state escheat or abandoned
property laws. The corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof, and accordingly
is not bound to recognize any equitable or other claim or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, save as expressly otherwise provided by the laws of the
state of Delaware.
ARTICLE VIII
DEPOSITARIES AND CHECKS
Depositaries of the funds of the corporation shall be designated by the Board of
Directors; and all checks on such funds shall be signed by such officers or
other employees of the corporation as the Board from time to time may designate.
ARTICLE IX
WAIVER OF NOTICE
Any notice required to be given by law, by the certificate of incorporation, or
by these By-Laws, may be waived by the person entitled thereto, either before or
after the time stated in such notice.
ARTICLE X
AMENDMENT OF BY-LAWS
Subject to Section (c) of ARTICLE EIGHTH and Section (a) of ARTICLE TENTH of the
Certificate of Incorporation of the Corporation these By-Laws may be amended,
repealed or added to at any regular or special meeting of the Board of Directors
or of the stockholders, by the affirmative vote of a majority of the whole
Board, or by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote, as the case may be.
ARTICLE XI
INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES
All officers and directors of the Corporation (which, for purposes of this
Article, shall not include any constituent corporation absorbed in a
consolidation or merger or any subsidiary or affiliate), and any
By-Laws--12
<PAGE>
other employees or agents or class of employees or agents whom the Board may
designate by resolution (including the heirs, executors, administrators or
estate of each such person), shall be indemnified by the Corporation as of right
to the fullest extent permitted or authorized by the General Corporation Law of
Delaware against any liability, cost or expenses (including attorneys' fees)
actually and reasonably incurred by such person while acting for or at the
request of the Corporation provided, however, that indemnification shall not be
mandatory for any person or persons seeking indemnity in connection with a
proceeding voluntarily initiated by such person or persons unless the proceeding
was authorized by a majority of the entire Board of Directors of the
Corporation. The Indemnification provided by this section shall not preclude the
Corporation from indemnifying any other person nor shall it limit any other
rights of indemnification to which any person may be entitled under any by-law,
agreement, vote of stockholders, or otherwise. The Corporation may, but shall
not be obligated to, purchase and maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation against
any liability, cost or expense.
ARTICLE XII
EMERGENCY BY-LAWS
The Emergency By-Laws provided in this Article XII shall be operative during any
emergency in the conduct of the business of the Corporation resulting from an
attack on the United States or on a locality in which the Corporation does
business or customarily holds meetings of its board of directors or stockholders
or during any nuclear or atomic disaster or during the existence of any
catastrophe or other similar emergency condition as a result of which a quorum
of the board of directors or a standing committee thereof cannot readily be
convened for action notwithstanding any different provision in the preceding
Articles of these By-Laws or in the Certificate of Incorporation of the
Corporation or in the General Corporation Law of the State of Delaware. To the
extent not inconsistent with the provisions of this Article, the By-Laws
provided in the preceding Articles shall remain in effect during such emergency
and upon its termination the Emergency By-Laws shall cease to be operative.
During any such emergency:
By-Laws--13
<PAGE>
(a) A meeting of the Board of Directors or a committee thereof may be called
by any officer or director of the corporation. Notice of the time and place of
the meeting shall be given by the person calling the meeting to such of the
directors as it may be feasible to reach by any available means of
communication. Such notice shall be given at such time in advance of the
meeting as circumstances permit in the judgment of the person calling the
meeting.
(b) At any such meeting of the Board of Directors, a quorum shall consist of
the director or directors in attendance at the meeting.
(c) The Board of Directors, either before or during any such emergency, may
provide, and from time to time modify, lines of succession in the event that
during such an emergency any or all officers or agents of the corporation shall
for any reason be rendered incapable of discharging their duties.
(d) To the extent required to constitute a quorum at any meeting of the
Board of Directors during such an emergency, the officers of the corporation who
are present shall, unless otherwise provided in Emergency By-Laws, be deemed, in
order of rank and within the same rank in order of seniority, directors for such
meeting.
(e) The Board of Directors, either before or during any such emergency, may,
effective in the emergency, change the head office or designate several
alternative head offices or regional offices or authorize the officers so to do.
No officer, director or employee acting in accordance with these Emergency By-
Laws shall be liable except for willful misconduct.
These Emergency By-Laws shall be subject to repeal or change by further action
of the Board of Directors or by action of the stockholders, but no such repeal
or change shall modify the provisions of the next preceding paragraph with
regard to action taken prior to the time of such repeal or change. Any
amendment of these Emergency By-Laws may make any further or different provision
that may be practical and necessary for the circumstances of the emergency.
By-Laws--14
<PAGE>
EXHIBIT 5
Robert L Day
Secretary and Assistant General Counsel
FMC Corporation
200 East Randolph Drive
Chicago, Illinois 60601
December 17, 1996
FMC Corporation
200 E. Randolph Drive
Chicago, IL 60601
Gentlemen:
Referring to the Registration Statement on Form S-8 being filed by FMC
Corporation (the "Company") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to the registration of shares
issuable under the FMC 1995 Management Incentive Plan and the FMC 1995 Stock
Option Plan (the "Plans"), I am of the opinion that:
1. The Company is a validly organized and existing corporation under the laws
of the State of Delaware.
2. All necessary corporate action has been duly taken to authorize the
establishment of the Plans.
3. The Plans have been validly created, and the interests of the participants
therein are and will be valid and subsisting in accordance with the terms
of the Plans.
4. Upon delivery of shares of Common Stock of the Company to participants in
the Plans in accordance with, and pursuant to the terms of, the Plans, such
shares
<PAGE>
FMC Corporation
December 17, 1996
Page 2
will be legally issued, fully paid and nonassessable shares of the Common
Stock of the Company.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the filing of the Registration Statement referred
to above.
Very truly yours,
/s/Robert L. Day
RLD:bn
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Exhibit 15.1
Letter re: Unaudited Interim Financial Information
---------------------------------------------------
FMC Corporation
Chicago, Illinois
Ladies and Gentlemen:
With respect to the accompanying registration statement on Form S-8 filed by FMC
Corporation, we acknowledge our awareness of the incorporation by reference of
our reports dated April 15, 1996, July 17, 1996 and October 15, 1996 related to
our reviews of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
December 17, 1996
<PAGE>
Exhibit 15.2
December 18, 1996
Partners
United Defense, L. P.
We are aware of the incorporation by reference in the Registration Statement
(Form S-8 No. 333- ) of FMC Corporation for the registration of 3,000,000
shares of its common stock of our reports dated April 15, 1996, July 15, 1996,
and October 14, 1996 relating to the unaudited interim financial statements of
United Defense, L. P. that are included in the Forms 10-Q of FMC Corporation for
the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
Washington, D.C.
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Exhibit 23.1
Consent of KPMG Peat Marwick LLP
--------------------------------
The Board of Directors
FMC Corporation
We consent to the use of our audit report dated January 17, 1996 on the
consolidated financial statements of FMC Corporation and consolidated
subsidiaries as of December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995 incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
December 17, 1996
<PAGE>
Exhibit 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ) pertaining to the FMC 1995 Management Incentive Plan and the
FMC 1995 Stock Option Plan of FMC Corporation of our report dated January 16,
1996, with respect to the financial statements of United Defense, L. P. included
in FMC Corporation's Annual Report (Form 10-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Washington, D.C.
December 18, 1996
<PAGE>
Exhibit 24
Page 1 of 11
[LETTERHEAD OF FMC]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC CORPORATION, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC 1995 Management Incentive Plan and/or the
FMC 1995 Stock Option Plan and the shares of common stock of the Company which
may be issued pursuant to said awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.J.
Callahan, F.A. Riddick and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of February, 1995.
/s/ L.D. Brady
----------------------------
L.D. Brady
<PAGE>
Exhibit 24
Page 2 of 11
[LETTERHEAD OF FMC]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC CORPORATION, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC 1995 Management Incentive Plan and/or the
FMC 1995 Stock Option Plan and the shares of common stock of the Company which
may be issued pursuant to said awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.J.
Callahan, F.A. Riddick and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of February, 1995.
/s/ B.A. Bridgewater, Jr.
---------------------------------
B.A. Bridgewater, Jr.
<PAGE>
Exhibit 24
Page 3 of 11
[LETTERHEAD OF FMC]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC CORPORATION, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC 1995 Management Incentive Plan and/or the
FMC 1995 Stock Option Plan and the shares of common stock of the Company which
may be issued pursuant to said awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.J.
Callahan, F.A. Riddick and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of February, 1995.
/s/ Patricia A. Buffler
---------------------------
Patricia A. Buffler
<PAGE>
Exhibit 24
Page 4 of 11
[LETTERHEAD OF FMC]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC CORPORATION, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC 1995 Management Incentive Plan and/or the
FMC 1995 Stock Option Plan and the shares of common stock of the Company which
may be issued pursuant to said awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.J.
Callahan, F.A. Riddick and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of February, 1995.
/s/ Robert N. Burt
-------------------------
Robert N. Burt
<PAGE>
Exhibit 24
Page 5 of 11
[LETTERHEAD OF FMC]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC CORPORATION, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC 1995 Management Incentive Plan and/or the
FMC 1995 Stock Option Plan and the shares of common stock of the Company which
may be issued pursuant to said awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.J.
Callahan, F.A. Riddick and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th
day of December, 1996.
/s/ A.J. Costello
-----------------------
A.J. Costello
<PAGE>
Exhibit 24
Page 6 of 11
[LETTERHEAD OF FMC]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC CORPORATION, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC 1995 Management Incentive Plan and/or the
FMC 1995 Stock Option Plan and the shares of common stock of the Company which
may be issued pursuant to said awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.J.
Callahan, F.A. Riddick and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th day
of February, 1995.
/s/ Paul L. Davies, Jr.
-----------------------
Paul L. Davies, Jr.
<PAGE> Exhibit 24
Page 7 of 11
[LETTERHEAD OF FMC]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC CORPORATION, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC 1995 Management Incentive Plan and/or the
FMC 1995 Stock Option Plan and the shares of common stock of the Company which
may be issued pursuant to said awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.J.
Callahan, F.A. Riddick and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of February, 1995.
/s/ Robert H. Malott
---------------------
Robert H. Malott
<PAGE> Exhibit 24
Page 8 of 11
[LETTERHEAD OF FMC]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC CORPORATION, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC 1995 Management Incentive Plan and/or the
FMC 1995 Stock Option Plan and the shares of common stock of the Company which
may be issued pursuant to said awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.J.
Callahan, F.A. Riddick and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of February, 1995.
/s/ E.C. Meyer
--------------
E.C. Meyer
<PAGE> Exhibit 24
Page 9 of 11
[LETTERHEAD OF FMC]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC CORPORATION, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC 1995 Management Incentive Plan and/or the
FMC 1995 Stock Option Plan and the shares of common stock of the Company which
may be issued pursuant to said awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.J.
Callahan, F.A. Riddick and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of February, 1995.
/s/ William F. Reilly
---------------------
William F. Reilly
<PAGE> Exhibit 24
Page 10 of 11
[LETTERHEAD OF FMC]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC CORPORATION, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC 1995 Management Incentive Plan and/or the
FMC 1995 Stock Option Plan and the shares of common stock of the Company which
may be issued pursuant to said awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.J.
Callahan, F.A. Riddick and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of February, 1995.
/s/ James R. Thompson
----------------------
James R. Thompson
<PAGE> Exhibit 24
Page 11 of 11
[LETTERHEAD OF FMC]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC CORPORATION, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC 1995 Management Incentive Plan and/or the
FMC 1995 Stock Option Plan and the shares of common stock of the Company which
may be issued pursuant to said awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.J.
Callahan, F.A. Riddick and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th
day of December, 1996.
/s/ Clayton Yeutter
-------------------
Clayton Yeutter
