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Registration No.33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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W. R. GRACE & CO.
(Exact name of registrant as specified in its charter)
NEW YORK 13-3461988
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE TOWN CENTER ROAD
BOCA RATON, FLORIDA 33486-1010
(Address of principal executive offices; zip code)
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W. R. GRACE & CO.
1994 Stock Retainer Plan for Nonemployee Directors
(Full title of the Plan)
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ROBERT B. LAMM
W. R. GRACE & CO.
ONE TOWN CENTER ROAD
BOCA RATON, FLORIDA 33486-1010
407/362-1645
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to Offering Price Aggregate Amount of
Registered be Registered Per Share* Offering Price* Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share 66,000 Shares $41.313 $2,726,658 $818
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<FN>
* Estimated for the sole purpose of computing the registration fee. Pursuant
to Rule 457(c), the stated price represents the average of the high and low
prices of the registrant's Common Stock in composite trading on June 14,
1994.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the Securities Act of 1933 ("Securities Act") and the
regulations promulgated thereunder, the document or documents containing the
information specified in Part I of Form S-8 are not required to be filed with
the Securities and Exchange Commission ("SEC") as part of this Form S-8
Registration Statement and, therefore, are not set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the SEC by W. R. Grace & Co.
("Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the latest fiscal
year for which such a Report has been filed.
2. All other reports filed by the Company with the SEC pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
("Exchange Act") since the end of the fiscal year for which an
Annual Report on Form 10-K has been filed.
3. The description of the Company's Common Stock contained in Item 4
of the Company's Registration Statement on Form 8-B, as amended.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to such time as the Company files a post-
effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all such
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.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
EXPERTS. The audited financial statements incorporated in this
Registration Statement by reference have been so incorporated in reliance upon
the reports of Price Waterhouse, independent accountants, given on the authority
of such firm as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
BY-LAWS; STATE LAW. Under its By-laws, the Company is empowered, to
the full extent permitted by New York law, to indemnify its directors and
officers. New York law generally permits the Company to indemnify its directors
and officers against judgments, fines, amounts paid in settlement and expenses,
including attorneys' fees, resulting from various types of legal actions or
proceedings if the actions of the party being indemnified meet the standards of
conduct specified under New York law. Determinations concerning whether or not
the applicable standards have been met can be made by (a) a disinterested
majority of the Board of Directors, (b) independent legal counsel or (c) an
affirmative vote of a majority of the voting power held by shareholders entitled
to vote thereon.
INSURANCE. The directors and officers of the Company are insured
against losses arising from any claim against them as such for wrongful acts or
omissions, subject to certain limitations.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits have been filed as part of this Registration
Statement:
EXHIBIT NO. EXHIBIT
5 Opinion of Robert H. Beber, Esq.
23.1 Consent of Price Waterhouse
23.2 Consent of Robert H. Beber, Esq.
(contained in Exhibit 5)
24 Powers of Attorney
3
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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; and
(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 (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Company pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in the
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.
(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.
(d) 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 Section 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 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.
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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 SEC 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida.
W. R. GRACE & CO.
By /s/B. J. SMITH
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Date: June 20, 1994 B. J. Smith
(Executive Vice President)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 20, 1994.
SIGNATURE TITLE
J. P. Bolduc* President and Director
(Principal Executive Officer)
G. C. Dacey* G. P. Jenkins* }
E. W. Duffy* V. A. Kamsky* }
H. A. Eckmann* R. C. Macauley* }
C. H. Erhart, Jr.* R. Milliken* }
J. W. Frick* E. W. Pyne* }
J. P. Grace* D. W. Robbins, Jr.* } Directors
C. L. Hampers* E. J. Sullivan* }
T. A. Holmes* D. L. Yunich* }
G. J. Humphrey* }
/s/B. J. SMITH Executive Vice President
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(B. J. Smith) (Principal Financial Officer)
/s/R. N. SUKENIK Vice President and Controller
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(R. N. Sukenik) (Principal Accounting Officer)
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* By signing his name hereto, Robert B. Lamm is signing this document on behalf
of each of the persons indicated above pursuant to powers of attorney duly
executed by such persons and filed with the Securities and Exchange
Commission.
By /s/ROBERT B. LAMM
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Robert B. Lamm
(Attorney-in-Fact)
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
5 Opinion of Robert H. Beber, Esq.
23.1 Consent of Price Waterhouse
23.2 Consent of Robert H. Beber, Esq,
(contained in exhibit 5)
24 Powers of Attorney
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Exhibit 5
Robert H. Beber
Executive Vice President
and General Counsel
W. R. Grace & Co.
One Town Center Road
Boca Raton, Florida 33486-1010
June 20, 1994
W. R. Grace & Co.
One Town Center Road
Boca Raton, Florida 33486-1010
Gentlemen:
You have asked me, as General Counsel of W. R. Grace & Co.
("Company"), to render my opinion regarding certain matters in connection with a
Registration Statement on Form S-8 ("Registration Statement") to be filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933 covering 66,000 shares ("Shares") of the Common Stock, par value $1.00 per
share, of the Company issuable pursuant to the Company's 1994 Stock Retainer
Plan for Nonemployee Directors ("Plan").
I have examined, or caused to be examined, the Certificate of
Incorporation and By-laws of the Company, as amended to date, the records of its
corporate proceedings, the Plan, the Registration Statement and such other
documents as I have deemed necessary in connection with the opinion hereinafter
expressed.
Based on the foregoing, I am of the opinion that the Shares, when
issued, will be validly issued and outstanding, fully-paid and nonassessable
shares of the Company's Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ROBERT H. BEBER
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Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of W. R. Grace & Co. (the "Company"), relating to 66,000
shares of the Company's Common Stock issuable pursuant to the Company's 1994
Stock Retainer Plan for Nonemployee Directors, of our report dated February 8,
1994 appearing on page F-3 of the Annual Report on Form 10-K of W. R. Grace &
Co. for the year ended December 31, 1993. We also consent to the incorporation
by reference of our report on the Financial Statement Schedules, which appears
on page F-2 of the Annual Report on Form 10-K of W. R. Grace & Co. for the year
ended December 31, 1993. We also consent to the reference to us under Item 5 of
such Registration Statement.
PRICE WATERHOUSE
/s/ PRICE WATERHOUSE
New York, New York
June 20, 1994
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Exhibit 24
POWER OF ATTORNEY
The undersigned director of W. R. GRACE & CO. ("Company") hereby
appoints BRIAN J. SMITH, RICHARD N. SUKENIK and ROBERT B. LAMM as his true and
lawful attorneys-in-fact for the purpose of signing the Company's Registration
Statement on Form S-8, and all amendments and post-effective amendments thereto,
to be filed with the Securities and Exchange Commission, relating to the
issuance of shares of the Company's Common Stock pursuant to the Company's 1994
Stock Retainer Plan for Nonemployee Directors. Each of such attorneys-in-fact is
appointed with full power to act without the other.
/s/ G. C. Dacey
/s/ E. W. Duffy /s/ G. P. Jenkins
/s/ H. A. Eckmann /s/ V. A. Kamsky
/s/ C. H. Erhart, Jr. /s/ R. C. Macauley
/s/ J. W. Frick /s/ R. Milliken
/s/ J. P. Grace /s/ E. W. Pyne
/s/ C. L. Hampers /s/ D. W. Robbins, Jr.
/s/ T. A. Holmes /s/ E. J. Sullivan
/s/ G. J. Humphrey /s/ D. L. Yunich
Dated: June 15, 1994
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POWER OF ATTORNEY
The undersigned, President and Chief Executive Officer (Principal
Executive Officer) and a director of W. R. GRACE & CO. ("Company"), hereby
appoints BRIAN J. SMITH, RICHARD N. SUKENIK and ROBERT B. LAMM as his true and
lawful attorneys-in-fact for the purpose of signing the Company's Registration
Statement on Form S-8, and all amendments and post-effective amendments thereto,
to be filed with the Securities and Exchange Commission, relating to the
issuance of shares of the Company's Common Stock pursuant to the Company's 1994
Stock Retainer Plan for Nonemployee Directors. Each of such attorneys-in-fact is
appointed with full power to act without the other.
/s/ J. P. Bolduc
Dated: June 15, 1994
