"The purpose of this amendment is to include the required Financial Data
Schedule"
As filed with the Securities and Exchange Commission on June 16,
1995 Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
ZEMEX CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 13-5496920
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Canada Trust Tower, BCE Place
161 Bay Street, Suite 3750,
Toronto, Ontario, Canada, M5J 2S1
(Address of Principal Executive Offices, including Postal Code)
ZEMEX CORPORATION 1995 STOCK OPTION PLAN
(Full title of the plan)
___________________________________
Allen J. Palmiere
Vice President, Chief Financial Officer and Assistant Secretary
ZEMEX CORPORATION
Canada Trust Tower, BCE Place
161 Bay Street, Suite 3750
Toronto, Ontario, M5J 2S1, Canada
(416) 365-8080
(Name, address, and telephone number of agent for service)
Calculation of Registration Fee
Title of
Securities Proposed maximum Proposed maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per share* offering price* fee
Capital Stock
par value 300,000 $9.375 per $2,812,500 $969.83
$1.00 shares share
* Estimated pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee based on the average of the high
and low prices of the Capital Stock as reported on the New York
Stock Exchange consolidated reporting system on June 7, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Toronto, the Province of Ontario, on
June 15, 1995.
ZEMEX CORPORATION
(Registrant)
By: /s/Richard L. Lister
Richard L. Lister
President and Chief Executive Officer
Each of the undersigned hereby appoints Richard L. Lister and
Allen J. Palmiere and each of them severally, his true and lawful
attorneys to execute on behalf of the undersigned any and all
amendments to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated above.
/s/Peter Lawson-Johnston Chairman of the Board
Peter Lawson-Johnston and Director
/s/Richard L. Lister President, Chief Executive Officer
Richard L. Lister and Director (Principal Executive Officer)
/s/Paul A. Carroll Director
Paul A. Carroll
/s/Morton A. Cohen
Morton A. Cohen Director
/s/John M. Donovan Director
John M. Donovan
/s/Thomas B. Evans, Jr. Director
Thomas B. Evans, Jr.
/s/Ned Goodman Director
Ned Goodman
/s/Patrick H. O'Neill Director
Patrick H. O'Neill
/s/William J. vanden Heuvel Director
William J. vanden Heuvel
/s/Allen J. Palmiere Vice President, Chief Financial Officer
Allen J. Palmiere and Assistant Secretary (Principal
Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
3(a) Amended and Restated Certificate
of Incorporation (incorporated by
reference from Exhibit A of the
Corporation's Definitive Proxy
Statement, filed on March 29,
1995)
3(b) By-laws (incorporated by
reference to Exhibit 3 to the
Corporation's Quarterly Report on
Form 10-Q for the quarter ended
March 31, 1988)
5 Opinion of Davis, Graham &
Stubbs, L.L.C. as to the legality
of the securities to which this
registration statement relates
24(a) Consent of Davis, Graham &
Stubbs, L.L.C. (contained in
Exhibit 5)
24(b) Consent of Deloitte & Touche,
Toronto, Ontario
25 Powers of Attorney (see
"Signatures")
99 Zemex Corporation 1995 Stock
Option Plan (incorporated by
reference to Exhibit A to the
Corporation's Definitive Proxy
Statement, filed on March 29,
1995)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1994
<PERIOD-END> MAR-31-1995 DEC-31-1994
<CASH> 7,396 8,343
<SECURITIES> 0 0
<RECEIVABLES> 14,286 11,092
<ALLOWANCES> 425 414
<INVENTORY> 16,038 16,490
<CURRENT-ASSETS> 37,910 36,171
<PP&E> 65,374 55,997
<DEPRECIATION> 27,458 26,977
<TOTAL-ASSETS> 83,232 70,864
<CURRENT-LIABILITIES> 14,709 10,125
<BONDS> 0 0
<COMMON> 7,583 7,168
0 0
0 0
<OTHER-SE> 51,728 46,884
<TOTAL-LIABILITY-AND-EQUITY> 83,232 70,864
<SALES> 9,024 55,306
<TOTAL-REVENUES> 9,024 55,306
<CGS> 16,153 40,552
<TOTAL-COSTS> 16,153 40,552
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 29 425
<INCOME-PRETAX> 2,233 5,579
<INCOME-TAX> 714 671
<INCOME-CONTINUING> 1,459 6,250
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,459 6,250
<EPS-PRIMARY> 0.19 1.15
<EPS-DILUTED> 0 0
</TABLE>
