<PAGE> 1
As filed with the Securities and Exchange Commission on September 10, 1997
Registration No. 33-33768
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT
FORM S-3
UNDER
THE SECURITIES ACT OF 1933
---------------------------
HERCULES INCORPORATED
A DELAWARE CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO. 51-0023450
HERCULES PLAZA
1313 NORTH MARKET STREET
WILMINGTON, DELAWARE 19894-0001
TELEPHONE: 302-594-5000
---------------------------
ISRAEL J. FLOYD, ESQUIRE Copy to
Corporate Secretary JUSTIN P. KLEIN, ESQUIRE
HERCULES INCORPORATED BALLARD SPAHR ANDREWS & INGERSOLL
HERCULES PLAZA 1735 MARKET STREET, 51ST FLOOR
1313 NORTH MARKET STREET PHILADELPHIA, PA 19103
WILMINGTON, DE 19894-0001
TELEPHONE: 302-594-5000
(Agent for service)
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being represented on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [ ]
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On April 30, 1993, Hercules Incorporated (the "Company") filed
Post-Effective Amendment No. 1 to Registration Statement No. 33-33768 (the
"Registration Statement") on Form S-3 to register $175,000,000 of debt
securities (the "Debt Securities") to be offered for sale to the public from
time to time pursuant to Rule 415. On June 2, 1993, the Company filed a
Prospectus Supplement to the Prospectus dated May 5, 1993 to issue $125,000,000
of the Debt Securities. Presently, $50,000,000 of the Debt Securities remains
registered but unissued.
In light of Rule 415's preference for the issuance of all securities
within two years of being so registered under the Rule, the Company hereby
deregisters the remaining $50,000,000 of the Debt Securities.
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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 the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wilmington,
State of Delaware, on September 10, 1997.
HERCULES INCORPORATED
By:/s/ R. KEITH ELLIOTT
------------------------------
R. KEITH ELLIOTT, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 2 to the Registration Statement has been
signed below by the following persons in the capacities and on the date or dates
indicated.
Signature Capacity Date
- --------- -------- ----
* Director, Principal Executive September 10, 1997
- -------------------------- Officer (Chairman and Chief
R. Keith Elliott Executive Officer)
/s/ George MacKenzie
- -------------------------- Principal Financial Officer September 10, 1997
George MacKenzie (Senior Vice President and
Chief Financial Officer)
/s/ Vikram Jog
- -------------------------- Principal Accounting Officer September 10, 1997
Vikram Jog (Vice President and Controller)
/s/ Vincent J. Corbo
- -------------------------- Director, Principal Executive September 10, 1997
Vincent J. Corbo Officer (President and Chief
Operating Officer)
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Signature Capacity Date
- --------- -------- ----
- -------------------------- Director September , 1997
Richard M. Fairbanks
* Director September 10, 1997
- --------------------------
Edith E. Holiday
* Director September 10, 1997
- --------------------------
Robert G. Jahn
* Director September 10, 1997
- --------------------------
Gaynor N. Kelley
* Director September 10, 1997
- --------------------------
Ralph L. MacDonald, Jr.
* Director September 10, 1997
- --------------------------
Eugene E. McBrayer
- -------------------------- Director September , 1997
Peter McCausland
- -------------------------- Director September , 1997
Paula A. Sneed
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Signature Capacity Date
- --------- -------- ----
* Director September 10, 1997
- --------------------------
Lee M. Thomas
* By:/s/ Israel J. Floyd
-------------------
Israel J. Floyd, as
Attorney-in-Fact for the
persons indicated above.
