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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, including zip code)
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NMC EMPLOYEES' SAVINGS AND INVESTMENT 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
<TABLE>
<CAPTION>
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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 1,000,000 SHARES $52.3125 $52,312,500 $18,039
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- ---------------------------------------------------------------------------------------------------
<FN>
* In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
referred to herein.
** 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 April 26, 1995.
</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") and the NMC Employees' Savings and Investment Plan ("Plan") are
hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K and the Plan's Annual
Report on Form 11-K, in each case for the latest fiscal year
for which such a Report has been filed.
2. All other reports filed by the Company or the Plan 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 or the Plan 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 LLP, 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
- ----------- -------
23 Consent of Price Waterhouse LLP
24 Powers of Attorney
The undersigned Registrant hereby undertakes to submit the Plan to the
Internal Revenue Service ("IRS") in a timely manner and to make all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.
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: May 2, 1995 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 May 2, 1995.
SIGNATURE TITLE
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A. J. Costello* President and Chief Executive Officer
(Principal Executive Officer)
G. C. Dacey* G. J. Humphrey* }
E. W. Duffy* V. A. Kamsky* }
H. A. Eckmann* P. S. Lynch* }
J. W. Frick* R. C. Macauley* }
C. L. Hampers* J. E. Phipps* } Directors
T. A. Holmes* E. J. Sullivan* }
/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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SIGNATURES
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the W. R. Grace & Co. Savings and Investment Plans,
which is the Administrator of the NMC Employees' Savings and Investment Plan,
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, on May 2, 1995.
ADMINISTRATIVE COMMITTEE
BY /s/ R. H. CARL
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(R. H. Carl, Chairman)
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 May 2, 1995.
SIGNATURE TITLE
R. H. Carl* } Chairman
J. L. Hunt* }
J. H. Keene* }
J. A. Longo* }
D. M. Murtaugh* } Members
J. E. Powers* }
S. J. Rogers* }
_________________
* By signing his name hereto, R. H. Carl signs this document on his
own behalf and 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/ R. H. CARL
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(R. H. Carl, Individually
and as Attorney-in-Fact)
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
23 Consent of Price Waterhouse LLP
24 Powers of Attorney
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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 our report dated February 1, 1995 appearing on page
F-3 of W.R. Grace & Co.'s Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page F-2 of such
Annual Report on Form 10-K. We also consent to the reference to us under
Item 5 of such Registration Statement.
PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
May 2, 1995
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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 a registration statement on
Form S-8, and all amendments thereto, to be filed with the Securities and
Exchange Commission with respect to the NMC Employees' Savings and Investment
Plan and any successor thereto. Each of such attorneys-in-fact is appointed
with full power to act without the other.
/s/ G. C. Dacey /s/ G. J. Humphrey
/s/ E. W. Duffy /s/ V. A. Kamsky
/s/ H. A. Eckmann /s/ P. S. Lynch
/s/ J. W. Frick /s/ R. C. Macauley
/s/ C. L. Hampers /s/ J. E. Phipps
/s/ T. A. Holmes /s/ E. J. Sullivan
Dated: May 2, 1995
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POWER OF ATTORNEY
The undersigned, a member of the Administrative Committee of the W. R.
Grace & Co. Savings and Investment Plans, which is the Administrator of the NMC
Employees' Savings and Investment Plan, hereby appoints R. H. CARL and D. M.
MURTAUGH as his true and lawful attorneys-in-fact for the purpose of signing a
registration statement on Form S-8, and all amendments thereto, to be filed with
the Securities and Exchange Commission with respect to the NMC Employees'
Savings and Investment Plan and any successor thereto. Each of such
attorneys-in-fact is appointed with full power to act without the other.
/s/ J. L. Hunt
/s/ J. H. Keene
/s/ J. A. Longo
/s/ D. M. Murtaugh
/s/ J. E. Powers
/s/ S. J. Rogers
Dated: May 2, 1995
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POWER OF ATTORNEY
The undersigned, President and Chief Executive Officer (Principal
Executive Officer) 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 a registration statement on Form
S-8, and all amendments thereto, to be filed with the Securities and Exchange
Commission with respect to the NMC Employees' Savings and Investment Plan and
any successor thereto. Each of such attorneys-in-fact is appointed with full
power to act without the other.
/s/ A. J. Costello
Dated: May 2, 1995
