As filed with the Securities and Exchange Commission on January
30, 1996 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)
___________________________________
Patricia K. Moran
Assistant Secretary-Treasurer
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 Amount Proposed Proposed Amount
Securities to be maximum maximum of
to be register offering price aggregate registra
registered ed per share* offering tion fee
price*
Capital
Stock
par value 100,000 $9.625 per $1,000,000 $331.90
$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 January 26, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed previously with
the Securities and Exchange Commission (the "Commission")
(Commission File No. 1-228) by the Corporation pursuant to the
Securities Exchange Act of 1934, as amended, are incorporated
herein by reference in this Registration Statement:
(a)the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(b)the Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995;
(c)the Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995;
(d)the Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995; and
(e)the description of capital stock set forth in Item 4 of the
Registration Statement on Form 8-B filed by Pacific Tin
Consolidated Corporation (the former name of the Corporation)
on April 30, 1986.
All documents filed with the Commission subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters
all securities 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 with
the Commission.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or
enterprise. Section 145 also allows a corporation to purchase
and maintain insurance on behalf of any such person.
Article VIII of the Corporation's articles of incorporation, as
amended, reads as follows:
The Corporation shall, to the fullest extent
permitted by Delaware law, as in effect from
time to time, indemnify any person against all
liability and expense (including attorneys'
fees) incurred by reason of the fact that he
is or was a director or officer of the
Corporation or, while serving at the request
of the Corporation as a director, officer,
partner or trustee of, or in any similar
managerial or fiduciary position of, or an
employee or agent of, another corporation,
partnership, joint venture, trust,
association, or other entity. Expenses
(including attorneys' fees) incurred in
defending an action, suit, or proceeding may
be paid by the Corporation in advance of the
final disposition of such action, suit, or
proceeding to the fullest extent and under the
circumstances permitted by Delaware law. The
Corporation may purchase and maintain
insurance on behalf of any person who is or
was a director, officer, employee, fiduciary,
or agent of the Corporation against any
liability asserted against and incurred by
such person in any such capacity or arising
out of such person's position, whether or not
the Corporation would have the power to
indemnify against such liability under the
provisions of the Article VIII. The
indemnification provided by this Article VIII
shall not be deemed exclusive of any other
rights to which those indemnified may be
entitled under this Certificate of
Incorporation, any by-law, agreement, vote of
stockholders or disinterested directors,
statute, or otherwise, and shall inure to the
benefit of their heirs, executors, and
administrators. The provisions of this
Article VIII shall not be deemed to preclude
the Corporation from indemnifying other
persons from similar or other expenses and
liabilities as the board of directors or the
stockholders may determine in a specific
instance or be resolution of general
application. Any repeal or modification of
this Article VIII by the shareholders of the
Corporation shall not adversely affect any
right or protection of a director or officer
of the Corporation existing at the time of
such repeal or modification.
Subject to certain exceptions, the directors, all corporate
officers and any employees working in conjunction therewith and
the heirs, assigns and estates of such directors, officers and
employees of the Corporation are insured against claims made
against them, including claims arising under the Securities Act
of 1933, and caused by negligent acts, errors, omissions or
breaches of duty while acting in their capacities as such
directors or officers, and the Corporation is insured to the
extent that it shall have indemnified the directors and officers
for such loss. The premiums for such insurance are paid by the
Corporation.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The exhibits listed below are listed according to the number
assigned in the table in Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit
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 (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)
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 of 1933, as amended;
(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 the information set
forth in the registration statement; and
(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 the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above 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 Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final adjudication of such
issue.
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
January 22, 1996.
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 Director
Morton A. Cohen
/s/JOHN M. DONOVAN Director
John M. Donovan
/s/THOMAS B. EVANS, JR. Director
Thomas B. Evans, Jr.
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)
January 15, 1996
Zemex Corporation
Canada Trust Tower
BCE Place, 161 Bay Street
Suite 3750
Toronto, Ontario M5J 2S1
CANADA
Ladies and Gentlemen:
We have acted as counsel to Zemex Corporation, a Delaware corporation
(the "Company"), in connection with the proposed registration of
100,000 shares of the Company's Capital Stock, $1.00 par value (the
"Common Stock"), as described in a registration statement on Form S-8
relating to the Common Stock to be issued under the Company's 1995
Stock Option Plan (the "Plan") which registration statement is to be
filed with the Securities and Exchange Commission.
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed
necessary, relevant or appropriate to enable us to render the opinions
listed below. In rendering such opinions, we have assumed the
genuineness of all signatures and the authenticity of all documents
examined by us. As to various questions of fact material to such
opinions, we have relied upon representations of the Company.
Based upon such examination and representations, we advise you that,
in our opinion:
A. The shares of Common Stock to be issued under the Plan which
are to be registered pursuant to the Registration Statement
have been duly and validly authorized by the Company.
B. The shares of Common Stock to be issued under the Plan which
are to be registered pursuant to the Registration Statement,
when issued and delivered in accordance with the Plan, will
be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
Davis, Graham & Stubbs, L.L.C.
Exhibit 24(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Zemex Corporation on Form S-8 of our report dated
February 15, 1995, on our audits of the consolidated financial
statements and financial statement schedules of Zemex Corporation
and Subsidiaries as of December 31, 1994 and 1993, which report
is incorporated by reference into the Annual Report on Form 10-K
of Zemex Corporation for the fiscal year ended December 31, 1994.
/s/Deloitte & Touche
DELOITTE & TOUCHE
Chartered Accountants
Toronto, Ontario
January 23, 1996
