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As filed with the Securities and Exchange Commission on May 1, 2000 Registration No. 333-65899
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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
--------------------------
LAFARGE CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 58-1290226
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11130 SUNRISE VALLEY DRIVE
SUITE 300, RESTON, VIRGINIA 20191
(Address of Principal Executive (Zip Code)
Offices)
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LAFARGE CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
-------------------
LARRY J. WAISANEN Copy to:
Executive Vice President DAVID C. JONES
and Chief Financial Officer Vice President - Legal Affairs
Lafarge Corporation and Corporate Secretary
11130 Sunrise Valley Drive Lafarge Corporation
Reston, VA 20191 11130 Sunrise Valley Drive
(Name and address of agent for service) Reston, VA 20191
(703) 264-3600
(703) 264-3600
(Telephone number, including
area code, of agent for service)
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Pursuant to this Post Effective Amendment No. 1 to its Registration Statement on
Form S-8 (Registration No. 333-65899), Lafarge Corporation (the "Company")
hereby deregisters the Interests in the Lafarge Corporation Employee Stock
Purchase Plan which were registered in conjunction with the Lafarge Corporation
Common Stock, $1.00 par value, issuable under the Company's Employee Stock
Purchase Plan.
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On October 20, 1998, Lafarge Corporation (the "Company") registered
Interests in the Lafarge Corporation Employee Stock Purchase Plan in conjunction
with the registration of 1,000,000 shares of its Common Stock, $1.00 par value,
on a Registration Statement on Form S-8 (Registration No. 333-65899) (the
"Registration Statement") to be offered pursuant to the Company's Employee Stock
Purchase Plan. The Interests in the Lafarge Corporation Employee Stock Purchase
Plan were inadvertently included on the Registration Statement and are being
deregistered. In addition, attached as an exhibit hereto is a corrected opinion
of legal counsel as to the legality of the Company's Common Stock registered on
Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
(b) The description of the Common Stock contained in the
Registration Statement on Form 8-A of the Company heretofore filed by the
Company with the Commission, including any amendment or report filed for the
purpose of updating such description.
In addition, all documents filed by the Company with the
Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statements contained herein or in any document
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 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 to
constitute a part of this Registration Statement, except as so modified or
superseded.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
4.1 Lafarge Corporation Employee Stock Purchase Plan (incorporated by
reference from Exhibit 4.1 to the Company's Registration Statement
on Form S-8, Registration No. 333-65899)
5.1* Opinion of David C. Jones regarding 1,000,000 shares of Common
Stock.
23.1* Consent of independent public accountants to incorporation of
report by reference.
23.2* Consent of counsel (included in the opinion of David C. Jones
filed herewith as Exhibit 5.1).
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*Filed herewith.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Reston, Commonwealth of Virginia, on this 28th day of
April, 2000.
LAFARGE CORPORATION
By: /s/ Larry J. Waisanen
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Larry J. Waisanen, Executive Vice President
and Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
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SIGNATURE TITLE DATE
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* President and Chief Executive April 28, 2000
- ---------------------------------------------------------- Officer and Director (principal
(John M. Piecuch) executive officer)
/s/ Larry J. Waisanen Executive Vice President April 28, 2000
- ---------------------------------------------------------- and Chief Financial Officer
(Larry J. Waisanen) (principal financial officer)
/s/ Joseph B. Sherk Vice President and April 28, 2000
- ---------------------------------------------------------- Controller (principal
(Joseph B. Sherk) accounting officer)
* Director April 28, 2000
- ----------------------------------------------------------
(Bertrand P. Collomb)
* Director April 28, 2000
- ----------------------------------------------------------
(John D. Redfern)
Director April __, 2000
- ----------------------------------------------------------
(Thomas A. Buell)
* Director April 28, 2000
- ----------------------------------------------------------
(Marshall A. Cohen)
* Director April 28, 2000
- ----------------------------------------------------------
(Philippe P. Dauman)
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SIGNATURE TITLE DATE
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* Director April 28, 2000
- ----------------------------------------------------------
(Bernard L. Kasriel)
* Director April 28, 2000
- ----------------------------------------------------------
(Jacques Lefevre)
* Director April 28, 2000
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(Paul W. MacAvoy)
* Director April 28, 2000
- ----------------------------------------------------------
(Claudine B. Malone)
* Director April 28, 2000
- ----------------------------------------------------------
(Robert W. Murdoch)
* Director April 28, 2000
- ----------------------------------------------------------
(Bertin F. Nadeau)
* Director April 28, 2000
- ----------------------------------------------------------
(Joe M Rodgers)
* Director April 28, 2000
- ----------------------------------------------------------
(Michel Rose)
Director April __, 2000
- ----------------------------------------------------------
(Ronald D. Southern)
Director April __, 2000
- ----------------------------------------------------------
(Gerald H. Taylor)
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*BY LARRY J. WAISANEN, POWER OF ATTORNEY
/s/ Larry J. Waisanen
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Larry J. Waisanen
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Pursuant to the requirements of the Securities Act of 1933, the
Lafarge Corporation Employee Stock Purchase Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the Town of Reston, Commonwealth of Virginia, on this 28th
day of April, 2000.
LAFARGE CORPORATION EMPLOYEE
STOCK PURCHASE PLAN
By: /s/ Larry J. Waisanen
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Larry J. Waisanen
Member, Stock Purchase Plan Committee
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INDEX TO EXHIBITS
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Exhibit Number Exhibit
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4.1 Lafarge Corporation Employee Stock Purchase Plan
(incorporated by reference from exhibit 4.1 to the
Company's Registration Statement on Form S-8,
Registration No. 333-65899).
5.1* Opinion of David C. Jones regarding 1,000,000
shares of Common Stock.
23.1* Consent of independent public accountants to
incorporation of reports by reference.
23.2* Consent of counsel (included in the opinion
of David C. Jones filed wherewith as Exhibit 5.1).
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*Filed herewith.
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EXHIBIT 5.1
April 28, 2000
Lafarge Corporation
11130 Sunrise Valley Drive
Suite 300
Reston, Virginia 20191
Dear Sirs:
I am Vice President - Legal Affairs and Corporate Secretary of Lafarge
Corporation, a Maryland corporation (the "Company"). I have participated in the
preparation of the Company's Post-Effective Amendment No. 1 to Form S-8
Registration Statement (the "Registration Statement") filed with the Securities
and Exchange Commission covering the registration of 1,000,000 shares of the
Company's Common Stock, par value $1.00 per share (the "Subject Shares")
issuable pursuant to the Company's Employee Stock Purchase Plan (the "Plan"). I
am familiar with the corporate proceedings of the Company relating to the
adoption of the Plan and the proposed issuance of the Subject Shares pursuant to
the Plan.
Based upon the foregoing and in reliance thereon, and subject to the
qualifications and assumptions hereinafter expressed, it is my opinion that all
of the Subject Shares have been duly and validly authorized for issuance and,
when issued pursuant to and in accordance with the terms of the Plan, will be
legally issued, fully paid and nonassessable.
I do not purport to be an expert as to the laws of any jurisdiction other than
the United States and the Commonwealth of Virginia, and I express no opinion
herein as to the effect that the laws and decisions of courts of any
jurisdiction other than the United States and the Commonwealth of Virginia may
have upon the opinion expressed herein. I hereby consent to the filing of this
opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ David C. Jones
David C. Jones
Vice President - Legal Affairs
and Secretary
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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 report dated
January 26, 2000 included in Lafarge Corporation's Form 10-K for the year ended
December 31, 1999 and to all references to our Firm included in this
registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Vienna, Virginia
April 28, 2000
