As filed with the Securities and Exchange Commission on September 19th, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STERLING CHEMICALS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0185186
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 Smith Street, Suite 1900
Houston, Texas 77002-4312
(Address, including zip code, of Principal Executive Offices)
Sterling Chemicals Holdings, Inc.
1996 Employee Stock Purchase Plan
(Full title of the plan)
F. Maxwell Evans
Vice President, General Counsel and Secretary
Sterling Chemicals Holdings, Inc.
1200 Smith Street, Suite 1900
Houston, Texas 77002-4312
(713) 650-3700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------------------------
copy to:
David J. Graham
Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
600 Travis
Houston, Texas 77002
(713) 220-4200
--------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Price Aggregate Registration
Title of Securities to be Registered registered Per Share Offering Price Fee
250,000 $12.00 $3,000,000 $1,035
<S> <C> <C> <C> <C>
Common Stock, $0.01 per share
=============================================== =============== ================== ================ ==================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Sterling Chemicals Holdings, Inc. (the "Company") hereby incorporates
by reference the documents listed below. In addition, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), (prior to
the filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all securities then remaining
unsold) shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.
(a) The Company's prospectus filed with the Securities and Exchange
Commission (the "Commission") on August 16, 1996, pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), which prospectus is contained in the
registration statement on Form S-1 (Reg. No. 333-04343), as
amended.
(b) The Company's Current Report on Form 8-K, dated as of October 31,
1995.
(c) The Company's Current Report on Form 8-K, dated as of December
18, 1995.
(d) The Company's Current Report on Form 8-K, dated as of April 26,
1996, as amended on Form 8-K/A.
(e) The Company's Current Report on Form 8-K, dated as of August 21,
1996.
(f) The Company's Quarterly Report on Form 10-Q, for the three months
ended December 31, 1996.
(g) The Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 1996.
(h) The Company's Quarterly Report on Form 10-Q for the three months
ended June 30, 1996.
(i) The Company's Registration Statement on Form 8-A, as amended,
dated as of September 20, 1988.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-2
<PAGE>
Item 6. Indemnification of Officers and Directors.
The Delaware General Corporate Law (the "DGCL") authorizes corporations
to limit or eliminate the personal liability of directors to corporations and
their stockholders for monetary damages for breach of directors fiduciary duty
of care. The duty of care requires that, when acting on behalf of the
corporation, directors must exercise an informed business judgment based on all
material information reasonably available to them. Absent the limitations
authorized by such legislation, directors are accountable to corporations and
their stockholders for monetary damages for conduct constituting gross
negligence in the exercise of their duty of care. Although the DGCL does not
change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. The Company's
Certificate of Incorporation (the "Charter") limits the liability of the
Company's directors to the Company or its stockholders (in their capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by the DGCL. Specifically, directors of the Company will not be personally
liable for monetary damages for breach of a director's fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which
the director derived an improper personal benefit. The inclusion of this
provision in the Charter may have the effect of reducing the likelihood of
derivative litigation against directors and may discourage or deter stockholders
or management from bringing a lawsuit against directors for breach of their duty
of care, even though such an action, if successful, might otherwise have
benefited the Company and its stockholders.
The Sterling Chemicals Holdings, Inc. 1996 Employee Stock Purchase
Plan (the "Plan") provides that neither the Committee of the Company's Board of
Directors which administers the Plan nor any member thereof shall be liable for
any act, omission, interpretation, construction or determination made in
connection with the Plan in good faith, and the members of the Committee shall
be entitled to indemnification and reimbursement by the Company in respect of
any claim, loss, damage or expense (including counsel fees) arising therefrom to
the full extent permitted by law, the Company's Charter and the Company's
Bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
5.1 Opinion of Andrews & Kurth L.L.P.
15.1 Letter of Arthur Andersen LLP regarding unaudited interim
financial information.
23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included in signature page).
99.1 Sterling Chemicals Holdings, Inc. 1996 Employee Stock
Purchase Plan.
II-3
<PAGE>
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;
(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 this
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 this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(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
Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the 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
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 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 connection 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 Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Houston, State of Texas, on the 18th day of
September, 1996.
STERLING CHEMICALS HOLDINGS, INC.
By: /s/ F. Maxwell Evans
------------------------
F. Maxwell Evans
Vice President, General Counsel and Secretary
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Sterling Chemicals Holdings, Inc. (the "Company"), hereby
constitutes and appoints F. Maxwell Evans and Jim P. Wise, or either of them
(with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on
his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file this Registration Statement under the Securities Act of
1933, as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Securities and Exchange
Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same, as fully to all intents and purposes
as he himself might or could do, if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Frank P. Diassi Chairman of the Board of Directors September 18, 1996
------------------
Frank P. Diassi
/s/ Robert W. Roten President, Chief Executive Officer and September 18, 1996
------------------- Director (principal executive officer)
Robert W. Roten
/s/ Jim P. Wise Vice President - Finance and Chief September 18, 1996
------------------- Financial Officer (principal financial and
Jim P. Wise accounting officer)
II-5
<PAGE>
/s/F. Maxwell Evans Vice President, General Counsel and
- ------------------------ Secretary September 18, 1996
F. Maxwell Evans
/s/J. Virgil Waggoner Director September 18, 1996
- ------------------------
J. Virgil Waggoner
/s/ Robert B. Calhoun Director September 18, 1996
- ------------------------
Robert B. Calhoun
----------------------- Director
Allan R. Dragone
/s/ John L. Garcia Director September 18, 1996
- ------------------------
John L. Garcia
/s/ George B. Gregory Director September 18, 1996
- ------------------------
George B. Gregory
/s/ Frank J. Hevrdejs Director September 18, 1996
- ------------------------
Frank J. Hevrdejs
- ------------------------ Director
Hunter Nelson
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number
5.1 Opinion of Andrews & Kurth L.L.P.
15.1 Letter of Arthur Andersen LLP regarding unaudited interim financial
information.
23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Coopers & Lybrand, L.L.P.
24.1 Power of Attorney (included in signature page).
99.1 Sterling Chemicals Holdings, Inc. 1996 Employee Stock Purchase Plan
Exhibit 5.1
[Andrews & Kurth L.L.P. Letterhead]
September 19, 1996
Sterling Chemicals Holdings, Inc.
1200 Smith Street, Suite 1900
Houston, Texas 77002
Dear Gentlemen:
We have acted as counsel to Sterling Chemicals Holdings, Inc.,
a Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8, dated September 19, 1996 (the
"Registration Statement"), relating to the registration under the Securities
Act of 1933, as amended, of the issuance of up to 250,000 shares of common
stock, par value $0.01 per share, of the Company (the "Shares") pursuant to
the Sterling Chemicals Holdings, Inc. 1996 Employee Stock Purchase Plan (the
"Plan").
As the basis for the opinions hereinafter expressed, we have
examined such statutes, regulations, corporate records and documents and such
other instruments as we have deemed necessary for the purposes of the opinions
contained herein. As to all matters of fact material to such opinions, we have
relied upon the representations of officers of the Company. We have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity with the original documents of all
documents submitted to us as copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that the Shares, when issued in accordance with the
terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
ANDREWS & KURTH L.L.P.
Exhibit 15.1
September 18, 1996
Sterling Chemicals Holdings, Inc.:
We are aware that Sterling Chemicals Holdings, Inc. has incorporated by
reference in this Registration Statement on Form S-8 its Form 10-Q for each of
the quarters ended December 31, 1995, March 31, 1996, and June 30, 1996, which
include our reports dated January 23, 1996, April 24, 1996, and July 15, 1996,
respectively, covering the unaudited interim financial information contained
therein. Pursuant to Regulation C of the Securities Act of 1933, those reports
are not considered a part of the registration statement prepared or certified
by our firm or a report prepared or certified by our firm within the meaning
of Sections 7 and 11 of the Act.
Very truly yours,
Arthur Andersen LLP
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sterling Chemicals Holdings, Inc. on Form S-8 of our reports dated May 20,
1996 on our audits of the consolidated balance sheet of STX Acquisition Corp.
and subsidiary as of May 14, 1996 and of the balance sheet of STX Chemicals
Corp. as of May 14, 1996, appearing in the Registration Statement on Form S-1
(No. 333-04343) related to the offering of $275,000,000 11 3/4% Senior
Subordinated Notes due 2006 and 191,751 Units.
DELOITTE & TOUCHE LLP
Houston, Texas
September 18, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Sterling Chemicals Holdings, Inc. of our report dated October 25,
1995, on our audits of the consolidated financial statements of Sterling
Chemicals, Inc. appearing in the Registration Statement on Form S-1 (No. 333-
04343) related to the offering of $275,000,000 11 3/4% Senior Subordinated
Notes due 2006 and 191,751 Units.
COOPERS & LYBRAND L.L.P.
Houston, Texas
September 18, 1996
Exhibit 99.1
STERLING CHEMICALS HOLDINGS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. This 1996 Employee Stock Purchase Plan (the "Plan") is
intended to encourage ownership of the common stock, par value $.01 per share
(the "Common Stock"), of Sterling Chemicals Holdings, Inc. (the "Company") by
certain middle and upper management employees of the Company and its
subsidiaries so that such employees may acquire or increase their proprietary
interest in the Company. The Plan is intended to facilitate this objective by
allowing eligible employees to purchase such shares directly from the Company,
at an established price and without payment of any brokerage fees or
commissions. An aggregate of up to 250,000 shares of Common Stock are
authorized for issuance under this Plan.
2. ADMINISTRATION AND INTERPRETATION. The Plan shall be administered by
the Board of Directors of the Company (the "Board") or by a committee (the
"Committee") of not less than three officers of the Company appointed by and
serving at the pleasure of the Board. The Board may from time to time appoint
members of the Committee in substitution for or in addition to members
previously appointed and may fill vacancies, however caused, in the Committee.
The Committee may prescribe, amend and rescind rules and regulations for
administration of the Plan and shall have full power and authority to construe
and interpret the Plan, and any determination by the Committee under any
provision of the Plan shall be final and conclusive for all purposes. A
majority of the members of the Committee shall constitute a quorum and the
acts of a majority of the members present at a meeting or the acts of a
majority of the members evidenced in writing shall be the acts of the
Committee. The Committee may correct any defect or any omission or reconcile
any inconsistency in the Plan in the manner and to the extent it shall deem
desirable. The day-to-day administration of the Plan may be carried out by
such officers and employees of the Company as shall be designated from time to
time by the Committee.
Neither the Committee nor any member thereof shall be liable for any
act, omission, interpretation, construction or determination made in
connection with the Plan in good faith, and the members of the Committee shall
be entitled to indemnification and reimbursement by the Company in respect of
any claim, loss, damage or expense (including counsel fees) arising therefrom
to the full extent permitted by law, the Company's Articles of Incorporation
and the Company's Bylaws. The members of the Committee shall be named as
insured parties under any directors' and officers' liability insurance
coverage which may be in effect from time to time.
3. TERM OF THE PLAN. The Plan will become effective as of September 19,
1996, and will remain in effect for 11 days (ending September 30, 1996 (the
"Closing Date"), except for completion of administrative matters, such as
return of excess subscription payments and delivery of stock certificates)
unless earlier terminated or extended by action of the Committee or the Board.
4. ELIGIBILITY. The Committee shall determine the employees ("Eligible
Employees") eligible to participate in the Plan.
<PAGE>
5. PARTICIPATION. Participation in the Plan is optional. In order to
participate in the Plan, an Eligible Employee must submit a Subscription
Agreement to purchase shares of Common Stock, on a form to be provided by the
Company, on or before the Closing Date and in compliance with the other
subscription procedures set forth therein. Eligible Employees must comply with
the subscription and payment procedures set forth in the Subscription
Agreement in order to participate in the Plan.
6. ACCEPTANCE OF SUBSCRIPTIONS; PRORATION. The Company shall satisfy
the subscriptions to purchase Common Stock with newly issued shares of Common
Stock at a purchase price of $12 per share. If on the Closing Date the Company
has received subscriptions for an aggregate number of shares of Common Stock
greater than that set forth in Paragraph 1 hereof, then the number of shares
actually sold to each subscriber shall be reduced from the amount requested in
such subscriber's Subscription Agreement, with the method of such reduction to
be determined by the Committee in its sole discretion. Fractional shares shall
not be issued. Questions as to the rounding of fractional amounts shall be
determined by the Committee in its sole discretion. Once the number of shares
of Common Stock to be sold to each subscriber has been determined, the Company
shall issue certificates representing such shares of Common Stock to the
respective subscribers as soon as practicable. If the actual number of shares
to be sold to a subscriber is less than the number requested in the
subscriber's Subscription Agreement, the Company shall refund the subscriber's
excess payment as soon as practicable, without interest. All subscription
amounts shall be held by the Plan in a segregated non interest-bearing account
until the shares of Common Stock and refunds, if any, are issued pursuant to
the Plan.
7. PREEMPTION BY APPLICABLE LAWS AND REGULATIONS. Anything in
the Plan or any agreement entered into pursuant to the Plan to the contrary
notwithstanding, if, at any time specified herein or therein for the making of
any determination or the making of any issuance or other distribution of
Common Stock, any law, regulation or requirement of any governmental authority
having jurisdiction in the premises shall require either the Company or the
employee (or the employee's beneficiary), as the case may be, to take any
action in connection with any such determination, issuance or distribution,
such determination issuance or distribution, as the case may be, shall be
deferred until such action shall have been taken.
8. AMENDMENT. The Board of Directors of the Company may at any
time amend the Plan.
9. MISCELLANEOUS.
a. No Employment Contract. Nothing contained in the Plan
shall be construed as conferring upon any employee the right
to continue in the employ of the Company or any affiliate of
the Company.
b. No Rights as a Shareholder. An employee shall have no
rights as a shareholder with respect to Common Stock covered
by the employee's sub- scription agreement until the date of
the issuance of such Common Stock to the employee pursuant
thereto. No adjustment will be made
-2-
<PAGE>
for dividends or other distributions or rights for which the
record date is prior to the date of such issuance.
c. No Right to Corporate Assets. Nothing contained in the
Plan shall be construed as giving an employee, the
employee's beneficiaries or any other person any equity or
interest of any kind in any assets of the Company or an
affiliate of the Company or creating a trust of any kind or
a fiduciary relationship of any kind between the Company or
an affiliate of the Company and any such person.
d. No Restriction on Corporate Action. Nothing contained in
the Plan shall be construed to prevent the Company or any
affiliate of the Company from taking any action that is
deemed by the Company or such affiliate of the Company to be
appropriate or in its best interest, whether or not such
action would have an adverse effect on the Plan. No
employee, beneficiary or other person shall have any claim
against the Company or any affiliate of the Company as a
result of any such action.
e. Non-assignability. Neither an employee nor an employee's
beneficiary shall have the power or right to sell, exchange,
pledge, transfer, assign or otherwise encumber or dispose of
such employee's or beneficiary's interest, if any, arising
under the Plan nor shall such interest be subject to seizure
for the payment of an employee's beneficiary's debts,
judgments, alimony or separate maintenance or be
transferable by operation of law in the event of an
employee's or beneficiary's bankruptcy or insolvency, and to
the extent any such interest arising under the Plan is
awarded to a spouse pursuant to any divorce proceeding, such
interest shall be deemed to be terminated and forfeited
notwithstanding any provisions or other terms herein or in a
Subscription Agreement to the contrary.
f. Application of Funds. The proceeds received by the
Company from the sale of Common Stock pursuant to the Plan
will be used for its general corporate purposes.
g. Governing Law; Construction. All rights and obligations
under the Plan shall be governed by, and the Plan shall be
construed in accordance with, the laws of the State of Texas
without regard to the principles of conflicts of laws.
Titles and headings to Sections herein are for purposes of
reference only, and shall in no way limit, define or
otherwise affect the meaning or interpretation of any
provisions of the Plan.
Executed and effective as of the 19th day of September, 1996.
STERLING CHEMICALS HOLDINGS, INC.
By: /s/ F. Maxwell Evans
Name: F. Maxwell Evans
Title: Vice President, General Counsel
and Secretary
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