As filed with the Securities and Exchange Registration No. 33-
Commission on December 5, 1995
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
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JERRY R. SATRUM
400 Perimeter Center Terrace, Suite 595
Atlanta, Georgia 30346
770/395-4500
(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
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate registration fee(2)
per share (1) offering price (1)
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 800,000 shares $29.4848 $23,587,840 $8,133.74
</TABLE>
(1) Calculated pursuant to Rule 457(h)(1) on the basis of $29.4848 per share
(representing 85% of the average of the high and low prices per share as
reported by the New York Stock Exchange on November 29, 1995), which is the
maximum price at which shares of Common Stock may be purchased under the
Georgia Gulf Corporation Employee Stock Purchase Plan (the "Plan"),
multiplied by 800,000, the maximum number of shares that may be purchased
pursuant to the Plan.
(2)Represents 1/29th of 1% of the proposed maximum aggregate offering price.
<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 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, 1994.
(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, 1994.
(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.
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
4 Georgia Gulf Corporation Employee Stock Purchase Plan
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 5th day of
December, 1995.
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 5th day of December, 1995. 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 and
Jerry R. Satrum Director
(Principal Executive Officer)
/S/Richard B. Marchese Vice President-Finance, Chief Financial
Richard B. Marchese 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/Albred 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
4 Georgia Gulf Corporation Employee Stock Purchase Plan
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 4
GEORGIA GULF CORPORATION
Employee Stock Purchase Plan
1. The Plan. This Plan dated as of December 5, 1995 shall be known as
the "Employee Stock Purchase Plan." The purpose of this Plan is to permit
certain employees of Georgia Gulf Corporation and its subsidiaries
(collectively at times referred to as the "Company") to obtain or increase a
proprietary interest in the Company by permitting them to purchase shares of
the Company's Common Stock on a discount basis.
2. Common Stock Available Under the Plan. Subject to adjustment as
provided in Section 12(a) of this Plan, the number of shares issued or
transferred under the Plan shall be 800,000 shares of Common Stock, of the par
value of $0.01 each. The Company shall offer such shares for subscription in
the manner and on the terms hereinafter provided to those persons who are
Eligible Employees on an applicable Grant Date. Shares which are subscribed
for but thereafter cease to be subject to a subscription agreement hereunder
shall remain available under the Plan for future subscriptions. For purposes
of this Plan, "Grant Date" means the last business day of each fiscal year of
the Company during which the Plan is effective. The first Grant Date under
this Plan will be December 29, 1995. The purchase price per share shall be
the lower of
(i) 85% of the mean between the high and low sales prices of the Common
Stock (as reported in the record of Composite Transactions for New York Stock
Exchange listed securities and printed in The Wall Street Journal) on such
Grant Date (or on the next regular business date on which shares of the
Common Stock of the Company shall be traded in the event that no shares of
the Common Stock shall have been traded on the Grant Date); or
(ii) 85% of the mean between the high and low sales prices of the Common
Stock (as reported in the record of Composite Transactions for New York Stock
Exchange listed securities and printed in The Wall Street Journal) on the
Exercise Date (or on the preceding regular business date on which shares of
the Common Stock shall be traded in the event that no shares of the Common
Stock shall have been traded on the Exercise Date). For purposes of this
Plan, Exercise Date means the last business day of the fiscal year following
the fiscal year that includes the Grant Date. The first Exercise Date under
the Plan will be December 31, 1996.
The purchase price per share shall be subject to adjustment in accordance
with the provisions of Section 12(a). The shares of Common Stock that may be
purchased under this Plan may be authorized but unissued shares, treasury
shares or shares acquired on the open market.
3. Eligible Employees. The "Eligible Employees" shall be those
persons, and only those persons, who are employees of the Company on an
applicable Grant Date, and whose customary employment at such Grant Date is
more than 20 hours per week, with the exception of any person who immediately
prior to a Grant Date would be deemed for purposes of Section 423(b)(3) of
the Internal Revenue Code of 1986 (the "Code") to own stock possessing 5% or
more of the total combined voting power or value of all classes of stock of
the Company. The term "employees of the Company" in the immediately
preceding sentence shall include employees of any corporation in which the
Company owns, directly or indirectly, 50% or more of the combined voting
power of all classes of stock and which has been designated by the Board of
Directors of the Company as a corporation whose employees may participate in
the Plan. Notwithstanding anything to the contrary in this Section 3, no
officer of the Company subject to Section 16 of the Securities Exchange Act
of 1934 who as of a Grant Date is a "highly compensated employee" within the
meaning of Section 414(q) of the Code shall be eligible to participate in
this Plan.
4. Subscriptions. (a) Subscriptions pursuant to this Plan shall be
evidenced by the completion and execution of subscription agreements in the
form provided by the Company and the delivery thereof to the Company in the
time and manner specified by the Company. Subscription agreements shall not
be subject to termination or reduction after the full dollar amount of shares
covered by such agreement has been withheld or paid as provided herein.
(b) Each Eligible Employee shall (subject to the terms of this Plan) be
entitled to subscribe, in the manner and on the terms herein provided, for
the number of whole shares of Common Stock of the Company which can be
purchased at the purchase price determined under Section 2, with equal
installments of not less than $10 nor more than 15% of his periodic rate of
compensation (weekly or semi-monthly, as the case may be), determined as
hereinafter provided. Notwithstanding the above, in no event may an Eligible
Employee subscribe for and purchase under the Plan more than 5,000 shares for
any single fiscal year.
(c) In the case of Eligible Employees who are employed by the Company on
the November 1 immediately preceding an applicable Grant Date, the periodic
rate of compensation (excluding any bonus or other special compensation)
shall be computed on the basis of the rate of compensation in effect on the
November 1 immediately preceding the applicable Grant Date. In the case of
Eligible Employees who become employed by the Company after the November 1
immediately preceding an applicable Grant Date, the periodic rate of
compensation (excluding any bonus or other special compensation) shall be
computed on the basis of the rate of compensation in effect on the date of
hire.
(d) In the event that upon the termination of the subscription period
for any fiscal year under this Plan the aggregate number of shares subscribed
for pursuant to this Plan shall exceed the shares then available under this
Plan, then all subscriptions for such year shall be reduced proportionately,
but disregarding fractions of shares, to the extent necessary so that the
aggregate number of shares covered by all such subscriptions pursuant to this
Plan will not exceed the number of shares then available under this Plan.
5. This Plan shall be submitted for approval by the stockholders of the
Company prior to November 30, 1996. Subscriptions shall be subject to the
condition that prior to such date this Plan shall be approved by the
stockholders of the Company in the manner contemplated by Section 423(b)(2)
of the Internal Revenue Code of 1986. If not so approved prior to such date,
this Plan shall terminate, all subscriptions hereunder shall be canceled and
be of no further force and effect, and all persons who shall have subscribed
for shares pursuant to this Plan shall be entitled to the prompt refund in
cash of all sums withheld from or paid by them pursuant to this Plan and
subscriptions hereunder, together with simple interest, also in cash, on the
amount of such refund computed from the respective dates of withholding, at
the rate of 6% per annum.
6. Payment of Purchase Price. Except to the extent provided in
Sections 8, 9, 10, and 11, the dollar value of shares subscribed for under
this Plan shall be paid in equal installments withheld from the subscribing
employee's compensation (weekly or semi-monthly, as the case may be) during
the period of 12 consecutive calendar months commencing after the applicable
Grant Date.
In the event of a change in an employee's payment schedule, an appropriate
change shall be made in the schedule of installments to be withheld so that
the portion of the purchase price not theretofore withheld will be withheld
in equal installments over the remainder of such 12 month period. No amount
shall be withheld or paid after the applicable Exercise Date.
7. Issuance of Shares; Delivery of Stock Certificates. Shares covered by
a subscription agreement entered into pursuant to this Plan shall, except to
the extent set forth in Section 9(a) and Section 9(b), be deemed to have been
issued and sold on the applicable Exercise Date. Prior to that time, no
person shall have any rights as a holder of any shares covered by such a
subscription agreement. No adjustment shall be made for dividends or other
rights for which the record date is prior to that time except as provided in
Section 12(a). Promptly after the full purchase price shall have been so
withheld or paid, the Company shall issue and deliver a stock certificate or
certificates therefor. In the event the amount of accumulated payroll
deductions is greater than the full purchase price of all shares covered by
a subscription agreement, such excess shall be promptly returned in cash
(without interest) to the subscribing employee.
8. Right to Terminate Subscription or to Reduce Number of Shares
Subscribed For. (a) Subject to the provisions of Section 4(a), each
subscribing employee shall have the right, at any time before the full
purchase price of all shares then covered by his subscription agreement shall
have been withheld or paid, to terminate his subscription agreement or to
reduce the dollar value of his periodic contributions covered by his
subscription agreement by notice in writing delivered to the Company.
(b) A subscribing employee who shall terminate his subscription
agreement shall be entitled to request the prompt refund, in cash, of the
full amount theretofore withheld from and paid by him pursuant to this Plan
and such subscription agreement.
(c) A subscribing employee who shall reduce the dollar value of his
periodic contributions covered by his subscription agreement shall be
entitled to receive the number of shares of Common Stock of the Company which
can be purchased at the purchase price determined under Section 2.
(d) A subscribing employee who shall terminate his subscription agreement
or reduce the dollar value of his periodic contributions covered by his
subscription agreement shall be entitled to participate in future subscriptions.
9(a). Retirement. If a subscribing employee shall retire from the employ
of the Company and be eligible at such time to commence, and actually
commences, receiving early or normal retirement benefits from the Company's
qualified defined benefit plan covering such employee (if no employer-
sponsored qualified defined benefit plan covers the employee, then a
qualified defined contribution plan), he shall have, during the period of
three months following the date of termination (but in no event after the
applicable Exercise Date), the right provided in Section 8(b), and if the
Plan shall have been approved by the stockholders of the Company pursuant to
Section 5 prior to the expiration of such three month period, the additional
right to receive the number of whole shares which can be purchased at the
purchase price on the Grant Date determined under Section 2(i) with the full
amount theretofore withheld from and paid by him pursuant to this Plan and
his subscription agreement, together with cash in an amount equal to any
balance of the amount so withheld and paid (without interest on such cash).
Such shares shall be delivered to the employee within a reasonable period of
time after the employee has notified the Company of his election to exercise
this right. Any such retired employee who shall not make a timely election
to exercise the foregoing rights shall be deemed to have elected to receive
cash in an amount equal to the full amount theretofore withheld pursuant to
his subscription agreement.
9(b). Death or Disability. In the event of the death or disability of a
subscribing employee prior to an applicable Exercise Date, the disabled
employee or the personal representative of the decedent, as the case may be,
shall have the rights provided or referred to in Section 9(a). Any such
disabled employee or personal representative who shall not make a timely
election to exercise such rights shall be deemed to have elected to exercise
the right to receive cash as described in Section 9(a). For purposes of this
subsection (b), a subscribing employee shall be deemed "disabled" if the
employee would be "disabled" pursuant to the standards set forth in the
Georgia Gulf Corporation Salaried Long-Term Disability Plan whether or not he
or she is covered under that plan.
9(c). Termination of Employment Other Than by Reason of Retirement, Death
or Disability. In the event of the voluntary or involuntary termination of
employment with the Company of a subscribing employee other than by reason
of retirement, death or disability prior to an applicable Exercise Date, the
employee shall be entitled only to the prompt refund, in cash, of the full
amount theretofore withheld from and paid by him pursuant to this Plan
(without interest on such cash).
10. Temporary Layoff and Authorized Leave of Absence.
(a) Installment payments shall be suspended during a period of inactive
service due to temporary layoff or authorized leave of absence without pay.
If the subscribing employee shall return to active service prior to an
applicable Exercise Date, installment payments shall be commenced or resumed,
and he shall be entitled to elect, within 10 days after return to active
service but in no event after the applicable Exercise Date, either (i) to
make up the deficiency in his account by an immediate lump sum cash payment
equal to the aggregate of the installments which would have been withheld had
he not been absent, or (ii) to have future installments uniformly increased
(to the maximum possible extent) to adjust for such deficiency, or (iii) not
to make up such deficiency and to reduce the dollar value of shares covered
by his subscription agreement. An employee who does not make a timely
election pursuant to this Section 10(a) shall be deemed to have elected the
alternative described in clause (iii) hereof.
(b) For the purpose of this Plan, a subscribing employee shall be deemed
to be terminated from his or her employment with the Company if such layoff
or leave of absence exceeds a period of 90 consecutive days and such employee
does not have a guaranteed right to reemployment either by statute or
contract, and, in such case, such employee shall have, effective as of the
expiration of such 90-day period, only those rights provided in Section 9(c)
hereof.
11. Insufficiency of Pay to Permit Withholding of Installment. (a) If in
any payroll period, for any reason other than temporary layoff or authorized
leave of absence without pay, a subscribing employee shall receive no pay or
his pay shall be insufficient (after all other proper deductions) to permit
withholding of his installment payment, the employee may make payment of such
installment in cash when due.
(b) In the event of any failure by a subscribing employee to make timely
payment in cash of any installment which cannot be withheld because of the
circumstances contemplated by Section 11(a), the Company shall mail a notice
of deficiency to such employee at his last known business or home address.
If the employee does not make payment in cash of such deficiency within 10
days after the mailing of such notice, such employee shall forfeit his right
to make cash payment of installments under Section 11(a).
12. Definition of Common Stock; Effect of Certain Transactions.
(a) The term "Common Stock" as used in this Plan refers to shares of the
Common Stock of the Company as presently constituted and any shares of Common
Stock which may be issued by the Company in exchange for or reclassification
thereof. Except as otherwise specifically provided for under Section 12(b),
the Board of Directors may make or provide for such adjustments in the purchase
price per share and in the number or kind of shares of the Common Stock or
other securities covered by outstanding subscription agreements as the Board
of Directors in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights of
Eligible Employees that would otherwise result from (i) any stock dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of the Company; (ii) any merger, consolidation, spin-off,
split-off, spin-out, split-up, separation, reorganization, partial or
complete liquidation, or other distribution of assets, issuance of rights or
warrants to purchase stock; or (iii) any other corporate transaction or
event having an effect similar to any of the foregoing. Moreover, in the
event of any such transaction or event, the Board of Directors, in its
discretion, may provide in substitution for any or all rights under
outstanding subscription agreements under this Plan such alternative
consideration as it, in good faith, may determine to be equitable in the
circumstances and may require in connection therewith the surrender of all
rights so replaced, except that in no event shall the Board of Directors
substitute such alternative consideration that would disqualify this Plan as
an "employee stock purchase plan" within the meaning of Section 423 of the
Code. The Board of Directors may also make or provide for such adjustments
in the number of shares specified in Section 2 as the Board of Directors in
its sole discretion may in good faith determine to be appropriate in order
to reflect any transaction or event described in this Section 12(a).
(b) Anything in this Plan or in any subscription agreement entered into
pursuant hereto to the contrary notwithstanding (except as provided in
Section 13), each subscribing employee shall have the right immediately prior to
any merger or consolidation of which the Company is not to be the survivor, or
the liquidation or dissolution of the Company, to elect (i) to receive the
number of whole shares which can be purchased at the purchase price on the
Grant Date determined under Section 2(i) under this Plan with the full amount
theretofore withheld from or paid by him pursuant to this Plan and his
subscription agreement, together with cash in an amount equal to any balance
of the amount so withheld and paid (without interest on such cash), (ii) to
prepay in cash in a lump sum the unpaid balance of the purchase price covered
by his subscription agreement or (iii) to receive a refund, in cash, of the
full amount theretofore withheld, together with simple interest, also in
cash, on the amount of such refund computed from the respective dates of
withholding, at the rate of 6% per annum. The subscription agreement of any
subscribing employee who shall not make such an election shall terminate
upon such merger, consolidation, liquidation or dissolution and his rights
shall be those provided in clause (i) of this Section 12(b), unless the
surviving corporation in its absolute and uncontrolled discretion shall offer
such subscribing employee the right to purchase its shares in substitution
for his rights under such subscription and he shall accept such offer.
13. Limitation on Right to Purchase. Anything in this Plan to the contrary
notwithstanding, (i) no shares may be purchased under this Plan to the extent
not permitted by Section 423(b)(8) of the Code, (ii) if at any time when any
person is entitled to complete the purchase of any shares pursuant to this
Plan, after taking into account such person's rights, if any, to purchase
Common Stock of the Company under all other stock purchase plans of the
Company, the result would be that during the then current calendar year, such
person would have become entitled to purchase during such calendar year under
this Plan and all such other plans a number of shares of Common Stock which
would exceed the maximum number of shares permitted by the provisions of
Section 423(b)(8) of the Code, then the number of shares which such person
shall be entitled to purchase pursuant to this Plan shall be reduced by the
number which is one more than the number of shares which represents such
excess, and (iii) if any person entitled to subscribe for shares hereunder
would be deemed for the purposes of Section 423(b)(3) of the Code to own
stock (including the maximum number of shares for which such person would be
entitled to subscribe pursuant to the foregoing formula) possessing 5% or
more of the total combined voting power or value of all classes of stock of
the Company which are issued and outstanding immediately after the applicable
Grant Date, the maximum number of shares which such person shall be entitled
to subscribe for on such Grant Date, pursuant to this Plan shall be reduced
to that number which, when added to the number of shares of Common Stock of
the Company which such person is so deemed to own (excluding the maximum number
of shares for which such person would be entitled to subscribe pursuant to
the foregoing formula), is one less than such 5%.
14. Non-Assignability; Personal Representative of Deceased Employees.
(a) None of the rights of an employee under this Plan or any subscription
agreement entered into pursuant thereto shall be transferable by such employee
otherwise than by will or the laws of descent and distribution and, during the
lifetime of such employee, such rights shall be exercisable only by him. Any
such attempted transfer not permitted by this Plan or by the subscription
agreements shall be void, and the Company shall treat such transfer as cause
for termination of the subscription agreements of the transferor and, if the
transferee is then a participant in the Plan, the transferee. Notice of
termination shall be effected as provided in paragraph 11(b), and the rights
of such transferees and transferors shall be limited the right to the prompt
refund, in cash, of the full amounts theretofore withheld and paid by them
pursuant to this Plan and their subscription agreements.
(b) References herein, other than in Section 3, hereof, to employees shall
be deemed to include the personal representative of a deceased employee.
15. Construction; Administration. All questions with respect to the
construction and application of the Plan and subscription agreements entered
into pursuant thereto and the administration of this Plan shall be settled by
the determination of the Board of Directors of the Company or of one or more
other persons designated by it, which determinations shall be final, binding
and conclusive on the Company and all employees and other persons.
16. Notice. Any election or other notice required to be given by a
subscribing employee under this Plan shall be in writing and shall be
delivered personally or by mail, postage prepaid, addressed to the place
designated by the Company for delivery of the subscription agreement. If an
election is made which requires the payment of a sum of money, such sum shall
accompany the written election.
17. Amendment. The Plan may be amended by the Board of Directors in any way
which shall not adversely affect the rights of employees under subscription
agreements theretofore entered into pursuant hereto.
<PAGE>
Exhibit 5
December 5, 1995
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
800,000 shares (the "Shares") of the Company's Common Stock, $.01 par value,
issuable pursuant to the Company's 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 14,
1995 included or incorporated by reference in Georgia Gulf Corporation's
Form 10-K for the year ended December 31, 1994 and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 4, 1995
