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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 INCENTIVE PLAN
(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
- ------------------------- ------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE
$1.00 PER SHARE 3,000,000 SHARES $41.313 $123,939,000 $37,182
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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.
2
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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.
4
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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.
5
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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
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J. P. Bolduc* President and Director
(Principal Executive Officer)
G. C. Dacey*
E. W. Duffy* V. A. Kamsky* }
H. A. Eckmann* P. S. Lynch* }
C. H. Erhart, Jr.* R. C. Macauley* }
J. W. Frick* R. Milliken* }
J. P. Grace* E. W. Pyne* } Directors
C. L. Hampers* D. W. Robbins, Jr.* }
G. J. Humphrey* E. J. Sullivan* }
G. P. Jenkins* D. L. Yunich* }
/s/B. J. SMITH Executive Vice President
- ----------------- (Principal Financial Officer)
(B. J. Smith)
/s/R. N. SUKENIK Vice President and Controller
- ------------------- (Principal Accounting Officer)
(R. N. Sukenik)
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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)
6
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EXHIBIT INDEX
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Exhibit No. Exhibit
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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 3,000,000 shares ("Shares") of the Common
Stock, par value $1.00 per share, of the Company issuable pursuant to the
Company's 1994 Stock Incentive Plan ("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
3,000,000 shares of the Company's Common Stock issuable pursuant to the
Company's 1994 Stock Incentive Plan, 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
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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 Incentive Plan. Each of such attorneys-in-fact is
appointed with full power to act without the other.
/s/ G. C. Dacey /s/ V. A. Kamsky
/s/ E. W. Duffy /s/ P. S. Lynch
/s/ H. A. Eckmann /s/ R. C. Macauley
/s/ C. H. Erhart, Jr. /s/ R. Milliken
/s/ J. W. Frick /s/ E. W. Pyne
/s/ J. P. Grace /s/ D. W. Robbins, Jr.
/s/ C. L. Hampers /s/ E. J. Sullivan
/s/ G. J. Humphrey /s/ D. L. Yunich
/s/ G. P. Jenkins
Dated: June 15, 1994
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POWER OF ATTORNEY
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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 Incentive Plan. Each of such attorneys-in-fact is
appointed with full power to act without the other.
/s/ J. P. Bolduc
Dated: June 15, 1994
