<PAGE>
As filed with the Securities and Exchange Commission on March 27, 1997
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 1997 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
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 300,000(2) $64.4375 $19,331,250 $5,857.95
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 March 24, 1997.
(2) The number of shares being registered is the estimated aggregate number of
shares issuable under the Plan over a ten-year period. 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 participants 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, 1996.
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, 1996.
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,
Chicago 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 27 day of March, 1997.
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 27 day of March, 1997.
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
B.A. BRIDGEWATER, JR.* Director
- ------------------------
B.A. BRIDGEWATER, JR.
PATRICIA A. BUFFLER* Director
- ------------------------
PATRICIA A. BUFFLER
ALBERT J. COSTELLO* Director
- ------------------------
ALBERT J. COSTELLO
PAUL L. DAVIES, JR.* Director
- ------------------------
PAUL L. DAVIES, JR.
JEAN A. FRANCOIS-PONCET* Director
- ------------------------
JEAN A. FRANCOIS-PONCET
PEHR G. GYLLENHAMMAR* Director
- ------------------------
PEHR G. GYLLENHAMMAR
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 (incorporated by
reference from Exhibit 4.3 to Form S-8
Registration Statement No. 333-18383
filed on December 18, 1996).
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 1997 Compensation Plan for Non-Employee
Directors (incorporated by reference from
Exhibit 10.1 to the Form 10-K filed on March
26, 1997.
5 Opinion of Robert L. Day on the
legality of the Common Shares
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 5
Robert L Day
Secretary and Assistant General Counsel
FMC Corporation
200 East Randolph Drive
Chicago, Illinois 60601
March 27, 1997
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 1997 Compensation Plan for Non-Employee Directors
(the "Plan"), 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 Plan.
3. The Plan has been validly created, and the interests of the participants
therein are and will be valid and subsisting in accordance with the terms
of the Plan.
4. Upon delivery of shares of Common Stock of the Company to participants in
the Plan in accordance with, and pursuant to the terms of, the Plan, 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 23.1
Consent of KPMG Peat Marwick LLP
--------------------------------
The Board of Directors
FMC Corporation
We consent to the use of our report dated January 17, 1997 on the consolidated
financial statements of FMC Corporation and consolidated subsidiaries as of
December 31, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996 incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
March 26, 1997
<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 1997 Compensation Plan for Non-Employee
Directors of our report dated January 15, 1997, 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, 1996, filed with the Securities and
Exchange Commission.
/S/ Ernst & Young LLP
Washington, D.C.
March 25, 1997
<PAGE>
Exhibit 24
[FMC CORPORATION LETTERHEAD]
[LOGO]
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 1997 Compensation Plan for Non-Employee
Directors and the shares of common stock of the Company which may be issued
pursuant to said Plan 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 W.J.
Kirby, J.P. McGrath, R.L. Day and C.M. Smith, or any of them, his or her
attorney for him and in his or her name, place and stead, and in each of his or
her 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 or she 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 or her hand as of
the 14th day of February, 1997.
------------------------------------
