As filed with the Securities Registration No. 33-
and Exchange Commission on
December 2, 1994
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GEORGIA GULF CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 58-1563799
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 Perimeter Center Terrace, Suite 595
Atlanta, Georgia 30346
(Address of principal executive office)
GEORGIA GULF CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JERRY R. SATRUM
400 Perimeter Center Terrace, Suite 595
Atlanta, Georgia 30346
404/395-4500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Lisa A. Stater, Esq.
Jones, Day, Reavis & Pogue
3500 One Peachtree Center,
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, $.01 250,000 $31.56 $7,890,000 $2,721.00
par value shares
(1) Calculated pursuant to Rule 457(h)(1) on the basis of $31.56 per
share (representing 85% of the market price on the offering date), which is the maximum price
at which shares of Common Stock may be purchased under the Georgia Gulf Corporation 1995
Employee Stock Purchase Plan (the "Plan"), multiplied by 250,000, the maximum number of
shares that may be purchased pursuant to the Plan.
</TABLE>
<PAGE>
EXPLANATORY NOTE
In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of shares of the Common Stock of
Georgia Gulf Corporation (the "Company") under the Georgia Gulf
Corporation 1995 Employee Stock Purchase Plan (the "Plan").
<PAGE>
GEORGIA GULF CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.
(b) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since December 31, 1993.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A declared effective by the
Commission on May 15, 1990, as amended, and the description of
the related Preferred Share Purchase Rights contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on May 11, 1990, as amended.
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 which indicates that all
securities 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 hereof from the date of
filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII of the Company's Certificate of Incorporation provides
that to the fullest extent permitted by the Delaware General
Corporation Law (the "GCL"), a Director of the Company shall not be
liable to the Company or its stockholders for monetary damages for
breach of 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) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the
Director derived any improper personal benefit.
The Company's Bylaws (Article XIII) provide that the Company shall
indemnify any person who was or is a party or who is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Company), by reason of
the fact that he is or was a Director or officer of the Company or is
or was serving at the request of the Company as a director or officer
of another corporation, partnership, joint venture, trust or other
enterprise, against all expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
With respect to indemnification of officers and directors, Section
145 of the GCL provides that a corporation shall have power 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, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to be the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe this
conduct was unlawful. Under this provision of the GCL, the termination
of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
Furthermore, the GCL provides that a corporation shall have power
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 or suit by
or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
or any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such court shall deem proper.
Section 145(g) of the GCL provides that a corporation shall have
power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of
Section 145.
The Company maintains several directors and officers liability
policies which, subject to the terms and exclusions of the policies,
cover any claim or claims made during the period the policies are in
force, against all persons who were, now are or shall be duly elected
directors or officers of the Company for any actual or alleged error
or misstatement or misleading statement or act or omission or neglect
or breach of duty by such persons insured while acting in their
individual or collective capacities, on any matter, not excluded by the
terms and conditions of the policies, claimed against them solely by
reason of their being directors or officers of the Company. The limit
of liability under the policies is $50 million per policy year.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
5 Opinion of Jones, Day, Reavis & Pogue as to the legality
of the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Day, Reavis & Pogue (included in the
opinion filed as Exhibit 5 to the Registration Statement).
24 Power of Attorney (included as part of signature page).
ITEM 9.UNDERTAKINGS.
(a) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as
amended (the "Securities Act"), each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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.
(b) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant 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
Securities 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 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.
(c) 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 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.
(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.
<PAGE>
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 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 Atlanta, State
of Georgia, on this 30th day of November, 1994.
GEORGIA GULF CORPORATION
By: /s/ Jerry R. Satrum
Jerry R. Satrum
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated below on the 30th day of November, 1994.
Each person whose signature appears below constitutes and appoints
Jerry R. Satrum and Richard B. Marchese, jointly and severally, his
true and lawful attorneys-in-fact each, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any 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,
hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature Title
/s/ Jerry R. Satrum President, Chief Executive Officer
Jerry R. Satrum and Director
(Principal Executive Officer)
/s/ Richard B. Marchese Vice President-Finance, Chief
Richard B. Marchese Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
/s/ James R. Kuse Chairman and Director
James R. Kuse
/s/ John D. Bryan Director
John D. Bryan
/s/ Dennis M. Chorba
Dennis M. Chorba Director
/s/ Alfred C. Eckert III Director
Alfred C. Eckert III
/s/ Robert E. Flowerree Director
Robert E. Flowerree
/s/ Holcombe T. Green, Jr. Director
Holcombe T. Green, Jr.
/s/ Edward S. Smith Director
Edward S. Smith
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered
Page
5 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Jones, Day, Reavis & Pogue
(contained in Exhibit 5)
24 Power of Attorney (included as part of
signature page)
<PAGE>
EXHIBIT 5
December 1, 1994
Georgia Gulf Corporation
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia 30346
Gentlemen:
We have served as counsel to Georgia Gulf Corporation, a Delaware
corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, pursuant to the Company's
Registration Statement on Form S-8 (the "Registration Statement"), of
a proposed offering of up to 250,000 shares (the "Shares") of the
Company's Common Stock, $.01 par value, issuable pursuant to the
Company's 1995 Employee Stock Purchase Plan (the "Plan").
We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments relating to the
incorporation of the Company and to the authorization and issuance of
the Common Stock as we have deemed necessary and advisable for purposes
of rendering this opinion. Based upon and subject to the foregoing,
and having regard for such legal considerations as we have deemed
relevant, it is our opinion that:
(1) the Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of
Delaware; and
(2) the Shares have been duly authorized and, when transferred
or issued as contemplated by the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
JONES, DAY, REAVIS & POGUE
<PAGE>
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 15, 1994 incorporated by reference in Georgia Gulf
Corporation's Annual Report on Form 10-K for the year ended December 31, 1993
and to all references to our firm included in this registration statement.
Arthur Andersen LLP
Atlanta, Georgia
November 30, 1994
