As Filed with the Securities and Exchange Commission on November 17, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
LAWTER INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-1370818
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
8601 95th Street
Pleasant Prairie, Wisconsin 53158
(Address of Registrant's Principal Executive Offices)
__________________
LAWTER INTERNATIONAL, INC.
KEY EMPLOYEE INVESTMENT PLAN
LAWTER INTERNATIONAL, INC.
1995 NON-QUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)
__________________
John P. O'Mahoney Copies to:
Chairman and Chief Executive Officer J. Craig Walker, Esq.
Lawter International, Inc. Bell, Boyd & Lloyd
8601 95th Street 70 West Madison Street
Pleasant Prairie, Wisconsin 53158 Chicago, Illinois 60602
(414) 947-7300 (312) 372-1121
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
__________________
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) Per Unit(2) Offering Price Fee
- --------------------------- ------------------ -------------- -------------- ------------
Common Stock, par value $1.00 per share 165,000 Shares (2) $11.69318 (2) $1,929,375 (2)
635,000 Shares (3) $ 8.96875 (4) $5,695,156 (4) $2,120
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(1) This registration statement also covers an indeterminate number of shares of
Common Stock which may be issuable under the antidilution and other adjustment
provisions of the respective plans pursuant to Rule 416(a) of the Securities Act
of 1933, as amended (the "Securities Act").
(2) This amount reflects an aggregate of 165,000 shares of Common Stock which
are issuable pursuant to non-qualified stock options granted at a weighted
average exercise price of $11.69318 per share under the Non-Qualified Stock
Option Plan for Non-Employee Directors (the "Option Plan").
(3) This amount reflects (i) the number of shares covered by the Key Employee
Investment Plan and (ii) the number of shares covered by the Option Plan which
are not currently subject to outstanding options.
(4) Estimated in accordance with Rule 457(h) under the Securities Act solely for
purposes of calculating the registration fee and based upon the average of the
high and low sale prices of the Common Stock on the New York Stock Exchange on
November 12, 1998, as reported in The Wall Street Journal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Documents Incorporated By Reference.
This registration statement on Form S-8 relates to the registration of shares of
common stock of Lawter International, Inc. (the "Company"), par value $1.00 per
share (the "Common Stock").
The Company incorporates herein by reference the following documents heretofore
filed by the Company with the Securities and Exchange Commission (the
"Commission"):
(1) The Company's latest annual report on Form 10-K, or if the financial
statements therein are more current, the Company's latest prospectus filed
pursuant to rule 424(b) or (c) under the Securities Act of 1933, as amended (the
"Securities Act") ;
(2) All other reports filed by the Company pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year covered by the annual report or the financial
statements conta ined in the prospectus referred to in (1) above; and
(3) The description of the Company's Common Stock which is contained in the
registration statement filed under Section 12 of the Exchange Act, including an
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all of
the securities offered hereby have been sold or which deregisters all of 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. Any statement, including financial statements,
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 h erein or in
any other 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 sup erseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Inapplicable.
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Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL") permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stoc kholders for monetary damages for breach of fiduciary
duty of care as a director, and Section 145 of the DGCL provides that the
corporation may indemnify any director or officer of the corporation against
liabilities and expenses incurred by such per son in connection with any action,
suit or proceeding in which such person is made or threatened to be made a party
by reason of having been a director or officer of the corporation, subject to
certain limitations. Reference is made to article eleve nth of the Company's
restated certificate of incorporation, filed as exhibit 4.1 to this registration
statement, which provides for indemnification by the Company of each director,
officer or employee of the Company to the full extent permitted by th e DGCL.
Under insurance policies maintained by the Company, the directors and officers
of the Company are insured, within the limits and subject to the limitations of
the policies, against certain expenses in connection with the defense of certain
claims, ac tions, suits or proceedings, and certain liabilities which might be
imposed as a result of such claims, actions, suits or proceedings, which may be
brought against them by reason of being or having been such directors and
officers.
Insofar as indemnification by the Company for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, the Company 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.
Item 7. Exemption From Registration Claimed.
Inapplicable.
Item 8. Exhibits
The exhibits to this registration statement are listed in the Exhibit Index,
which appears elsewhere herein and is hereby incorporated by reference.
Item 9. Undertakings
(a) The Company 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 t he 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Co mpany 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c)-(g) Inapplicable.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the provisions described under Item 6 above, or otherwise,
the Company 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 tha n the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the Company in
the successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in conne ction with the securities
being registered, the Company 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.
(i)-(j) Inapplicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Kenosha, Wisconsin, on November 16, 1998.
LAWTER INTERNATIONAL, INC.
By:/s/ John P. O'Mahoney
---------------------
John P. O'Mahoney
Chairman of the Board and
Chief Executive Officer
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 indicated on November 16, 1998.
Signature Title
/s/ John P O'Mahoney
- -------------------- Director, Chairman of the Board and Chief
John P O'Mahoney Executive Officer
(Principal Executive Officer)
/s/ Mark W Joslin Chief Financial Officer, Treasurer and
- ----------------------- Secretary
Mark W. Joslin (Principal Financial and Accounting Officer)
/s/ William P. Clark
- ----------------------- Director
William P. Clark
/s/ Arthur A. Hartman
- ----------------------- Director
Arthur A. Hartman
/s/ Leonard P. Judy
- ----------------------- Director
Leonard P. Judy
/s/ Richard D. Nordman
- ----------------------- Director
Richard D. Nordman
/s/ Fred G. Steingraber
- ----------------------- Director
Fred G. Steingraber
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LAWTER INTERNATIONAL, INC.
Exhibit Index
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Exhibit
Number Description of Exhibit
4.1 Certificate of Incorporation, as amended through April 27,
1993 (incorporated by reference to Exhibit I to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993)
4.2 Bylaws of the Company, as amended through November 9, 1995
(incorporated by reference to Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1995)
5.1 Opinion of Bell, Boyd & Lloyd
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Bell, Boyd & Lloyd (contained in Exhibit 5.1)
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Exhibit 5
Bell, Boyd & Lloyd
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
312 371-1121
Fax 312 372-2098
November 16, 1998
Lawter International, Inc.
8601 95th Street
Pleasant Prairie, WI 53158
Ladies and Gentlemen:
Key Employee Investment Plan and
1995 Non-Qualified Stock Option Plan
for Non-Employee Directors
Registration Statement on Form S-8
We have acted as counsel to Lawter International, Inc., a Delaware
corporation (the "Company"), in connection with the preparation, execution and
filing of the registration statement on Form S-8 of the Company (the
"Registration Statement"), which co vers an aggregate of 800,000 shares of
common stock, $1.00 par value, of the Company (the "Shares"), offered under the
Company's Key Employee Investment Plan (the "Investment Plan") and 1995 Non-
Qualified Stock Option Plan for Non-Employee Directors (the "Option Plan" and,
collectively with the Investment Plan, the "Plans"). We have examined
originals, or copies certified or otherwise identified to our satisfaction, of
the Plans and such other documents, corporate and other records, certificate s
and other papers as we deemed it necessary to examine for the purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and legally existing under
the law of the State of Delaware.
2. The Company has taken all action necessary to authorize (i) the Plans,
(ii) the sale of shares pursuant to the Investment Plan and granting of
options pursuant to the Option Plan, and (iii) the issuance of shares of
its common stock, $.01 par value, in accordance with the Plans,
including upon the exercise of options granted pursuant to the Option
Plan.
3. The Shares, when issued and paid for in accordance with the Plans,
including upon the exercise of options granted pursuant to the Option
Plan, will, upon such issuance, constitute legally issued, fully paid
and nonassessable shares of common stock, $.01 par value, of the
Company.
We hereby consent to the filing of this Opinion Letter as an exhibit to the
registration statement for the registration of the Shares under the Securities
Act of 1933. In giving this consent, we do not admit that we are within the
category of person s whose consent is required by Section 7 of the Securities
Act of 1933.
Very truly yours,
/s/ Bell, Boyd & Lloyd
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 9, 1998,
included in the Lawter International, Inc. Form 10-K for the year ended December
31, 1997 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
