<PAGE> 1
As filed with the Securities and Exchange Commission on April 1, 1998
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
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 (I.R.S. Employer
of incorporation or Identification Number)
organization)
ONE GREAT LAKES BOULEVARD
P.O. BOX 2200
WEST LAFAYETTE, INDIANA 47906-0200
(Address of Principal Executive offices)(Zip Code)
--------------
GREAT LAKES SAVINGS PLAN
(Full title of the plan)
--------------
RICHARD R. FERGUSON
VICE PRESIDENT AND TREASURER
GREAT LAKES CHEMICAL CORPORATION
ONE GREAT LAKES BOULEVARD
P.O. BOX 2200
WEST LAFAYETTE, INDIANA 47906-0200
(765) 497-6100
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount to maximum offering maximum
securities be price per aggregate Amount of
to be registered registered(2) share(3) offering price(2) registration fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,(1) par
value $1.00 per share 611,567 $52.46875 $32,088,141 $9,466.00
- --------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c), this registration statement
also covers an indeterminate amount of interests to be offered or sold pursuant
to the Plan.
(2) Pursuant to Rule 457(h), the proposed maximum aggregate offering
price is the amount of net employee contributions which may be allocated to
Common Stock of Registrant under the Plan which this registration statement
covers. The amount to be registered equals the amount of such contributions
divided by the average of the high and low prices per share on the New York
Stock Exchange on March 25, 1998
(3) Indeterminate.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
The Registrant's Annual Report on Form 10-K for the year ended December
31, 1997, and the description of the common stock contained in Item 4 of the
Registrant's Form S-8 Registration Statement (No. 33-57589).
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c) , 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities then offered hereby 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 the
filing of such reports and documents. Any statement contained 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 other subsequently filed
document which also is incorporated or 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 & O" liability
insurance coverage, insuring it against loss resulting from discharge of such
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.
-2-
<PAGE> 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Registration Statement. The Registrant undertakes to
submit the Plan and undertakes to submit any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify the Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(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;
(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;
(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 the undertakings set forth in paragraphs (i)
and (ii) above 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 Registrant pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) 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.
(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) The undersigned Registrant hereby further undertakes that, for the
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 any 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as the 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 Securities and Exchange
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
-3-
<PAGE> 4
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
THE REGISTRANT
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 West Lafayette, State of Indiana, on the 30th day of
March, 1998.
GREAT LAKES CHEMICAL CORPORATION
By: /s/ Richard R. Ferguson
------------------------------
Richard R. Ferguson
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons as
of March 30, 1998 in the capacities indicated.
-4-
<PAGE> 5
Signature Title
--------- -----
/s/ R.B. McDonald
- --------------------------------- Chief Executive Officer,
R.B. McDonald President and Director
/s/ R.T. Jeffares Executive Vice President and
- --------------------------------- Chief Financial Officer
R.T. Jeffares (Principal Financial Officer)
/s/ Robert J. Smith
- --------------------------------- Controller (Principal
Robert J. Smith Accounting Officer)
* /s/ Evan Bayh
- ---------------------------------
Evan Bayh Director
* /s/ W.H. Congelton
- ---------------------------------
W.H. Congelton Director
* /s/ J.S. Day
- ---------------------------------
J.S. Day Director
* /s/ T.M. Fulton
- ---------------------------------
T.M. Fulton Director
*/s/ M.M. Hale
- ---------------------------------
M.M. Hale Director
* /s/ L.E. Lataif
- ---------------------------------
L.E. Lataif Director
* /s/ R.H. Leet
- ---------------------------------
R.H. Leet Director
-5-
<PAGE> 6
* /s/ M. G. Nichols
- ---------------------------------
M.G. Nichols Director
* /s/ J.D. Proops
- ---------------------------------
J.D. Proops Director
* signed by Richard R. Ferguson as
attorney-in-fact
/s/ Richard R. Ferguson
- ---------------------------------
-6-
<PAGE> 7
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of West
Lafayette, State of Indiana, on the 30th day of March, 1998.
GREAT LAKES SAVINGS PLAN
By: /s/ Steven D. Mead
--------------------------------
Steven D. Mead
Member of Plan Administrative Committee
-7-
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
- ----------- -----
<S> <C>
4.1 Summary description of stockholder rights plan
(incorporated by reference from Exhibit 4(B) to
Form S-8 Registration Statement No. 33-57589)
5 Opinion of Kirkland & Ellis
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Kirkland & Ellis (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
-8-
<PAGE> 1
EXHIBIT 5
OPINION OF KIRKLAND & ELLIS
March 30, 1998
Board of Directors
Great Lakes Chemical Corporation
P.O. Box 2200
West Lafayette, IN 47906
Re: Great Lakes Chemical Corporation --
Great Lakes Savings Plan Registration of Form S-8
Gentlemen:
As special counsel to Great Lakes Chemical Corporation (the "Company"), we
are furnishing this opinion in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
to effect the registration under the Securities Act of 1933, as amended, of
shares of common stock of the Company (the "Shares of Common Stock") which may
be offered pursuant to the Great Lakes Savings Plan (the "Plan").
We have reviewed the Plan and the proceedings taken by the Board of
Directors of the Company in connection with the adoption of the Plan, the
Certificate of Incorporation and Bylaws of the Company, in each case as amended
to date, and we have examined such other records, documents and instruments as
in our judgment are necessary and appropriate to enable us to render the
opinion expressed below.
Based on the foregoing, it is our opinion that the Shares of Common Stock
which may be offered pursuant to the Plan will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement of Form S-8 referred to above and to the use of our name
in connection with this opinion in such Registration Statement.
Sincerely,
KIRKLAND & ELLIS
<PAGE> 1
EXHIBIT 23.1
GREAT LAKES CHEMICAL CORPORATION AND SUBSIDIARIES
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Great Lakes Savings Plan, of our report dated
February 3, 1998, with respect to the consolidated financial statements of
Great Lakes Chemical Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1997 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
Indianapolis, Indiana ERNST & YOUNG LLP
March 25, 1998
<PAGE> 1
EXHIBIT 24
GREAT LAKES CHEMICAL CORPORATION
DIRECTOR'S POWER OF ATTORNEY
The undersigned DIRECTOR OF GREAT LAKES CHEMICAL CORPORATION (the
"Company") hereby designates and appoints
ROBERT B. MCDONALD, Chief Executive Officer, President and Director
ROBERT T. JEFFARES, Executive Vice President and Chief Financial Officer
RICHARD R. FERGUSON, Vice President and Treasurer
and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
Company and the undersigned, to prepare or cause to be prepared, to execute and
file from time to time with the Securities and Exchange Commission, Washington,
D.C. (the "Commission")
(i) a registration statement or statements on Form S-8 or any other
appropriate form or forms pursuant to the Securities Act of 1933,
as amended (the "Act"), for the purpose of registering shares of
Common Stock of the Company to be offered pursuant to the Great Lakes
Savings Plan, and
(ii) any and all amendments, including post-effective amendments, and
exhibits to such annual report and registration statements, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to the securities to which such
registration statement(s) relate(s),
with full power and authority to take or cause to be taken all other actions
which in the judgment of such attorney may be necessary or appropriate to
effect the registration under the Act of the shares of Common Stock of the
Company issued or to be issued under the Plan.
EXECUTED on March 16, 1998 /s/ Mack G. Nichols
-----------------------
Mack G. Nichols
<PAGE> 2
EXHIBIT 24
GREAT LAKES CHEMICAL CORPORATION
DIRECTORS' POWER OF ATTORNEY
The undersigned DIRECTORS OF GREAT LAKES CHEMICAL CORPORATION (the
"Company") hereby designate and appoint
ROBERT B. MCDONALD, Chief Executive Officer, President and Director
ROBERT T. JEFFARES, Executive Vice President and Chief Financial Officer
RICHARD R. FERGUSON, Vice President and Treasurer
and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
Company and the undersigned, to prepare or cause to be prepared, to execute and
file from time to time with the Securities and Exchange commission, Washington,
DC (the "Commission").
(i) a registration statement or statements on Form S-8 or any other
appropriate form or forms pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of Common
Stock of the Company to be offered pursuant to the Great Lakes
Savings Plan, and
(ii) any and all amendments, including post-effective amendments,
and exhibits to such annual report and registration statements, and
any and all applications or other documents to be filed with the
Commission or elsewhere pertaining to the securities to which such
registration statement(s) relate(s),
with full power and authority to take or cause to be taken all other actions
which in the judgment of such attorney may be necessary or appropriate to
effect the registration under the Act of the shares of Common Stock of the
Company issued or to be issued under the Plan.
/s/ Robert B. McDonald
EXECUTED on November 21, 1997 ----------------------------------
Robert B. McDonald
/s/ Evan Bayh /s/ William H. Congleton
- --------------------------------- ---------------------------------
Evan Bayh William H. Congleton
/s/ John S. Day /s/ Thomas M. Fulton
- --------------------------------- ---------------------------------
John S. Day Thomas M. Fulton
/s/ Martin M. Hale /s/ Louis E. Lataif
- --------------------------------- ---------------------------------
Martin M. Hale Louis E. Lataif
/s/ Richard H. Leet /s/ Jay D. Proops
- --------------------------------- ---------------------------------
Richard H. Leet Jay D. Proops
