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As filed with the Securities and Exchange Commission on October 1, 1996
REGISTRATION NO. 33- __________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HARSCO CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 23-1483991
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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P.O. Box 8888
Camp Hill, Pennsylvania 17001-8888
(717) 763-7064
(Address of principal executive offices)
HARSCO CORPORATION
1995 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full title of the plan)
PAUL C. COPPOCK
Senior Vice President, Chief Administrative Officer,
General Counsel and Secretary
Harsco Corporation
P.O. Box 8888
Camp Hill, Pennsylvania 17001-8888
(717) 763-7064
(Name, address and telephone number, including area code, of agent for service)
Copy to:
THOMAS C. RUSSLER, ESQ.
Graham & James LLP
885 Third Avenue
New York, New York 10022
(212) 848-1000
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $1.25 par value(3) 150,000 shares $62.44 $9,365,625 $2,839
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), includes an indeterminate number of additional shares
which may be necessary to adjust the number of shares reserved for issuance
pursuant to the Plan as the result of any future stock split, stock dividend
or similar adjustment of the outstanding Common Stock.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act on the basis of the average
of the high and low prices of the Common Stock on the New York Stock
Exchange on September 30, 1996 as reported in The Wall Street Journal.
(3) There are also being registered hereunder contingent preferred stock
purchase rights attached to and evidenced by the Common Stock.
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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 (the "Commission") pursuant to the Securities Act and the Securities
and Exchange Act of 1934, as amended (the "Exchange Act") by Harsco Corporation
(the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the calendar
quarters ended March 31, 1996, and June 30, 1996; and
(d) The description of the Company's Common Stock (including
certain contingent preferred stock purchase rights) contained
in the Registration Statement on Form S-3 (No. 33-56885) under
the caption "Common Stock" filed with the Commission under the
Securities Act on December 15, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters the securities offered hereby 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Article III, Section 9 of the By-Laws of the
Company, filed as Exhibit 3(b) hereto, which provides for indemnification of all
directors and officers of the Company in their capacities as such to the full
extent permitted by the laws of the State of Delaware, under the law of which
the Company is incorporated.
Reference is made to Article Thirteenth, Section (b) of the Certificate
of Incorporation of the Company, filed as Exhibit 3(a) hereto, which eliminates
the liability of a Director to the Company and its stockholders for monetary
damages for breach of the Director's fiduciary duty of care.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person (or his personal representatives) who, by
reason of the fact that such person is or was a director or officer of such
corporation, is made (or threatened to be made) a party to an action other than
one brought on behalf of the corporation, against reasonable expenses (including
attorneys' fees), judgments, fines and settlement payments, if such person acted
in good faith and in a manner he reasonably believed to be not opposed to the
best interests of such corporation and, in criminal actions, in addition, had no
reasonable cause to believe his conduct was unlawful. In the case of actions on
behalf of the corporation, indemnification may extend only to reasonable
expenses (including attorneys' fees) and only if such person acted in good faith
and in a manner he reasonably believed to be not opposed to the best interests
of the corporation, provided that no such indemnification is permitted in
respect of any claim as to which such person is liable for negligence or
misconduct except to the extent that a court otherwise provides. To the extent
that such person has been successful in defending any action (even one on behalf
of the corporation), he is entitled to indemnification for reasonable expenses
(including attorneys' fees).
The indemnification provided for by the statute is not exclusive of any
other rights of indemnification, and a corporation may maintain insurance
against liabilities for which indemnification is not expressly provided by the
statute.
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There is presently in force liability insurance providing coverage up
to $40 million per policy year (with certain deductibles and exceptions) for
past, present and future directors and officers of the Company acting in such
capabilities.
ITEM 8. EXHIBITS.
See the Index to Exhibits attached hereto.
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 this 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;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 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 undertakes 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 that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the provision described in Item 6 of this registration
statement, or otherwise, the registrant has been advised that in the opinion of
the 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 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, 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 Borough of Wormleysburg, Commonwealth of Pennsylvania, on
September 24, 1996.
HARSCO CORPORATION
By: /s/ Derek C. Hathaway
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Derek C. Hathaway
Chairman
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on September 24, 1996. Each person whose individual signature appears below
hereby authorizes Derek C. Hathaway and Paul C. Coppock, or any one of them, to
execute in the name of each such person and to file any amendment to this
registration statement and appoints Derek C. Hathaway and Paul C. Coppock, or
any one of them, as attorneys in fact to sign on his behalf individually and in
each capacity stated below and to file any amendments to this registration
statement.
SIGNATURE CAPACITY
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/s/ Derek C. Hathaway Chairman, President,
- --------------------------------- Chief Executive Officer and Director
Derek C. Hathaway (Principal Executive Officer)
/s/ Leonard A. Campanaro Senior Vice President
- --------------------------------- and Chief Financial Officer
Leonard A. Campanaro (Principal Financial Officer)
/s/ Salvatore D. Fazzolari Vice President and Controller
- --------------------------------- (Principal Accounting Officer)
Salvatore D. Fazzolari
/s/ Robert L. Kirk Director
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Robert L. Kirk
/s/ James E. Marley Director
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James E. Marley
/s/ Robert F. Nation Director
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Robert F. Nation
/s/ Nilon H. Prater Director
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Nilon H. Prater
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SIGNATURE CAPACITY
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/s/ James I. Scheiner Director
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James I. Scheiner
/s/ Andrew J. Sordoni, III Director
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Andrew J. Sordoni, III
/s/ Robert C. Wilburn Director
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Robert C. Wilburn
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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3 (a) Articles of Incorporation of the Company as amended April 24, 1990
(Exhibit 4(a) to Registration No. 33-56885).*
(b) By-Laws of the Company as amended April 25, 1990 (Exhibit 3(b) to
Form 10-K for the year ended December 31, 1990).*
4 Rights Agreement, dated as of September 29, 1987, between the
Company and The Chase Manhattan Bank, N.A. (Exhibit 1 to Form 8-A
filed on October 2, 1987).*
5 Opinion of Graham & James LLP as to the legality of the Common
Stock offered hereby.
23 (a) Consent of Coopers & Lybrand L.L.P.
(b) Consent of Graham & James LLP (included in Exhibit 5).
24 Powers of attorney (reference is made to pages II-3 and II-4 of
this registration statement).
99 Harsco Corporation 1995 Non-Employee Directors' Stock Plan
(Exhibit B to the Company's Definitive Proxy Statement (Form DEF
14A) filed on March 23, 1995).*
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* Incorporated by reference.
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EXHIBIT 5
[LETTERHEAD OF GRAHAM & JAMES LLP]
September 24, 1996
Harsco Corporation
P.O. Box 8888
Camp Hill, Pennsylvania 17001-8888
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as special counsel to Harsco Corporation (the "Company") in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), which the Company is filing with the Securities and Exchange Commission
with respect to 150,000 shares of Common Stock, $1.25 par value (the "Shares")
which may be issued pursuant to the Harsco Corporation 1995 Non-Employee
Directors' Stock Plan (the "Plan").
As such counsel we have (a) reviewed the actions heretofore taken by the Company
in contemplation of the creation, issuance and sale of the Shares, the issuance
and sale of the Shares and related matters, and (b) made such examinations of
law and examined originals or copies, certified or otherwise authenticated to
our satisfaction of all such other corporate records, instruments, certificates
of public officials or bodies, certificates of officers and representatives of
the Company, and such other documents, and discussed with officers and
representatives of the Company such questions of fact, as we have deemed
necessary in order to render the opinions hereinafter expressed.
Based upon and subject to the foregoing, we are of the opinion that the Shares
that may be issued pursuant to the Plan have been duly authorized and that, upon
the due execution by the Company and the registration by its registrar of such
Shares and the sale thereof by the Company in accordance with the terms of the
Plan, and the receipt of consideration therefor in accordance with the terms of
the Plan, such Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Act.
Very truly yours,
GRAHAM & JAMES LLP
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated January 31, 1996, which include an
explanatory paragraph regarding a change in the Company's method of accounting
for income taxes, on our audits of the consolidated financial statements and
consolidated financial statement schedule of Harsco Corporation and subsidiary
companies as of December 31, 1995 and 1994 and the years ended December 31,
1995, 1994 and 1993, which reports are incorporated by reference to the
Company's annual report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
September 24, 1996
