<PAGE> 1
As filed with the Securities and Exchange Commission
on February 3, 1995
Registration No. 33-02074
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GREAT LAKES CHEMICAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-1765035
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE GREAT LAKES BOULEVARD
WEST LAFAYETTE, INDIANA 47906
(Address of Principal Executive Offices) (Zip Code)
GREAT LAKES CHEMICAL CORPORATION
1984 EMPLOYEE STOCK OPTION PLAN
(Full Title of Plan)
JOHN V. LACCI, ESQ., GENERAL COUNSEL
GREAT LAKES CHEMICAL CORPORATION
ONE GREAT LAKES BOULEVARD
WEST LAFAYETTE, INDIANA 47906
(Name and Address of Agent for Service)
Telephone Number, including Area Code, of Agent for Service:
317-497-6219
Page 1 of 14
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information *
Item 2. Registrant Information *
* Information required to be set out in the Section 10(a)
prospectus by Part I Form S-8 is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933, as amended.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Great Lakes Chemical Corporation ("Registrant") incorporates herein
by reference the following documents filed with the Securities and Exchange
Commission:
(a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994, and September 30, 1994.
All reports and other documents filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (referred to in this Registration Statement as the "Exchange Act")
subsequent to the effective date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all securities remaining unsold, shall upon the filing thereof be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The authorized capital stock of Registrant consists of
200,000,000 shares of Common Stock, $1.00 par value ("Common Stock"), of which
67,297,420 shares were issued and outstanding at December 31, 1994, and the
remaining shares were unissued or held as treasury stock.
On said date, 1,642,837 shares of Common Stock of Registrant
were subject to outstanding options granted under the Plan, and that number of
shares of Common Stock had been reserved for issuance upon exercise of said
options.
3
<PAGE> 4
Stock. Registrant will, if and as necessary, update this description in an
appropriate Exchange Act filing.
Dividend Rights
Each share of Registrant's Common Stock ranks equally with
every other share of Registrant's Common Stock with respect to dividends and
distributions. Dividends may be declared by the Board of Directors and paid by
Registrant at such times as the Board of Directors may determine, pursuant to
the provisions of the Delaware General Corporation Act.
Voting Rights
Each holder of Registrant's Common Stock is entitled to one
vote per share of such stock held by him of record. Holders of Registrant's
Common Stock do not have cumulative voting rights. Holders of Registrant's
Common Stock are entitled to vote on all matters requiring shareholder approval
under the Delaware General Corporation Act and Registrant's Certificate of
Incorporation and By-Laws, and to elect the members of the Board of Directors.
Directors are divided into three classes, each of which has, as nearly as
possible, the same number of directors. At each annual meeting of the
shareholders, the directors elected to succeed those whose terms have then
expired are designated as being of the same class as the directors they succeed
and (subject to removal) hold office for a three-year term expiring at the
third succeeding annual meeting of the shareholders.
Liquidation Rights
On liquidation, holders of Registrant's Common Stock are
entitled to receive all assets which remain after satisfaction of all
obligations of Registrant. Each share of Registrant's Common Stock ranks
equally with every other share of Registrant's Common Stock with respect to
liquidating distributions.
Preemptive and Other Rights and Obligations
Holders of Registrant's Common Stock are not entitled to
preemptive rights. Holders of Registrant's Common Stock have no conversion
rights or redemption rights and have no liability for further calls or
assessments by or on behalf of Registrant.
Each holder of Registrant's Common Stock outstanding on
September 22, 1989, and each holder of Registrant's Common Stock issued
thereafter is the holder of a Stockholder Right ("Right") issued pursuant to a
Stockholder Rights Plan ("Rights Plan") which became effective on September 7,
1989, a summary description of which is attached to this Registration Statement
as Exhibit 4(C).
4
<PAGE> 5
Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of Common Stock of Registrant
purchased upon exercise of options granted under the Plan was passed on by
Robert W. Brigham, Esq., then Chief Counsel of Registrant, whose opinion, dated
December 9, 1985 (containing his consent to being named in the Registration
Statement and the Prospectus included therein and to attachment of said opinion
as an Exhibit to the Registration Statement) was attached to the Registration
Statement as Exhibit 5 thereto. Mr. Brigham, who has retired from the
Registrant, is no longer the holder of record of any shares of Common Stock of
the Registrant, nor does he hold any unexercised options granted under the Plan
(or any other stock option plan or employee benefit plan of Registrant).
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
authorizes a corporation to indemnify a person against expenses and certain
liabilities incurred by him in connection with any proceeding in which he is
involved by reason of his being or having been a director, officer, employee or
agent of the corporation or its affiliates. Further, Article Ninth of
Registrant's Certificate of Incorporation and Article VII of its By-Laws
provide for indemnification, to the full extent permitted by said Law, of
Registrant's directors and officers. Registrant maintains so-called "D & 0"
liability insurance coverage, insuring it against loss resulting from discharge
of such indemnification obligation, and insuring its directors and officers
against liabilities against which they cannot be indemnified by Registrant
(subject to certain exclusions). Reference is made to Undertaking C, infra,
with respect to indemnification for liabilities arising under the Securities
Act of 1933, as amended, required or permitted to directors, officers or
persons controlling Registrant pursuant to the foregoing provisions.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits.
The Index to the Exhibits attached to this Registration
Statement is incorporated herein by reference.
Item 9. Undertakings
A. Undertaking pursuant to Rule 415
The undersigned Registrant hereby undertakes:
5
<PAGE> 6
(1) 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 of 1933;
(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 this 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)(1)(i) and (a)(1)(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 Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
B. Undertaking relating to Documents Subsequently Filed by
Registrant under the Exchange Act.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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
6
<PAGE> 7
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
C. Undertaking relating to Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expense incurred or paid by a director, officer or controlling
person of 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, 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, 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 Tippecanoe County, Indiana, on
February 3, 1995.
GREAT LAKES CHEMICAL CORPORATION
By _____________________________
Robert B. McDonald,
President and
Chief Executive Officer
7
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date set out opposite his or her name:
Signature and Name Capacity Date
__________________ President, Chief February 3, 1995
Robert B. McDonald Executive Officer
and Director
__________________ Executive Vice President, February 3, 1995
Robert T. Jeffares Finance and
Chief Financial Officer
__________________ Comptroller February 3, 1995
Robert J. Smith
William H. Congleton Director
John S. Day Director
Martin M. Hale Director
Leo H. Johnstone Director
Emerson Kampen Director
The undersigned Robert T. Jeffares hereby executes this Post-Effective
Amendment to Registration Statement on behalf of each of the five directors of
Registrant whose names are listed above, pursuant to a power of attorney
executed by each of said directors and filed with the Securities and Exchange
Commission as a part of the Registration Statement.
By: ___________________ February 3, 1995
Robert T. Jeffares
Attorney in Fact
8
<PAGE> 9
INDEX TO EXHIBITS
Exhibit No. Title
4(C) Summary Description of Stockholder
Rights Plan
23(A) Consent of Ernst & Young LLP,
Independent Auditors
23(B) Consent of Deloitte & Touche LLP,
Independent Auditors
23(C) Consent of Deloitte & Touche LLP,
Independent Auditors
9
<PAGE> 1
EXHIBIT 4(C)
GREAT LAKES CHEMICAL CORPORATION
SUMMARY DESCRIPTION OF STOCKHOLDER RIGHTS PLAN
On September 7, 1989, the Board of Directors declared a dividend in
the form of a Right for each outstanding share of Common Stock of the Company.
The Rights were distributed on September 22, 1989 to shareholders of record of
the same date. Each Right entitles the registered holder to purchase from the
Company one Unit, consisting of one-tenth share of Common Stock and one Note in
the principal amount equal to nine-tenths of the current market price of the
Common Stock on the date of exercise, at an exercise price of $370 per Right.
The Rights are evidenced by Common Stock certificates (and not by
separate "Rights Certificates") until the tenth day following the earlier of
(i) the date of public disclosure that a person has acquired, or obtained the
right to acquire, 15% or more of the outstanding Common Stock (the "Stock
Acquisition Date") and (ii) the commencement of a tender offer if, upon
consummation of the offer, such person could acquire beneficial ownership of
15% or more of the outstanding Common Stock (the earlier of such dates being
called the "Distribution Date"). As soon as practicable following the
Distribution Date, separate Rights Certificates will be mailed to holders of
the Common Stock as of the close of business on the Distribution Date.
If a person acquires beneficial ownership of 15% or more of the Common
Stock and the Company does not thereafter redeem the Rights within the ten day
period following the "Stock Acquisition Date", then the Rights will "flip-in"
and entitle each holder of a Right to purchase that number of shares of Common
Stock having a market value of two times such Purchase Price.
In the event that the Company is acquired in a merger or other
business combination in which the Common Stock does not remain outstanding, the
Rights will "flip-over" and entitle each holder of a Right to purchase that
number of shares of Common Stock of the acquiring company which would have a
market value of two times such Purchase Price.
At any time prior to ten days following the Stock Acquisition Date,
the Company may redeem the Rights at a price of $.01 per Right.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder or noteholder of the Company, including the right to
vote or to receive dividends or payments of principal or interest.
At any time prior to ten days following the Stock Acquisition Date,
the Company may, without the approval of any holder of the Rights, amend any
provision of the Rights Agreement. Thereafter, the Rights Agreement may be
amended only to cure ambiguities that do not adversely
10
<PAGE> 2
EXHIBIT 4(C)
SUMMARY DESCRIPTION
OF STOCKHOLDER RIGHTS PLAN
PAGE 2.............
affect the Rights holders. The Rights Agreement may not be amended to change
the Purchase Price, the number of shares of Common Stock, other securities,
cash or other property obtainable upon exercise of a Right, the redemption
price, or the Expiration Date.
The Rights have certain anti-takeover effects which may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should
not interfere with any merger or other business combination approved by the
Company's Board of Directors prior to the time a person or group has acquired
beneficial ownership of 15% or more of the Common Stock, because until such
time the Rights may be redeemed by the Company.
As a result of the two-for-one stock dividend to holders of record on
October 6, 1989, the Purchase Price for the Right will be adjusted to $185 and
the price at which the Rights may be redeemed will be adjusted to $.005 per
Right.
11
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-02074 of Great Lakes Chemical
Corporation on Form S-8 of our report dated January 31, 1994 on the
consolidated financial statements and schedule of Great Lakes Chemical
Corporation in the Annual Report (Form 10-K) for the year ended December 31,
1993 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Indianapolis, IN
January 30, 1995
12
<PAGE> 1
EXHIBIT 23(B)
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-02074 of Great Lakes Chemical
Corporation on Form S-8 of our report dated January 31, 1994 on the financial
statements of Arkansas Chemicals, Inc. (not presented separately therein)
appearing in the Annual Report on Form 10-K of Great Lakes Chemical Corporation
for the year ended December 31, 1993.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
February 2, 1995
13
<PAGE> 1
EXHIBIT 23(C)
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-02074 of Great Lakes Chemical
Corporation on Form S-8 of our report dated January 26, 1994 on the
consolidated financial statements of Huntsman Chemical Corporation (not
presented separately therein) appearing in the Annual Report on Form 10-K of
Great Lakes Chemical Corporation for the year ended December 31, 1993.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
February 2, 1995
14
