As filed with the Securities and Exchange Commission on January 31, 1996
Registration No. 33-___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
AMCOL INTERNATIONAL CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 36-0724340
(State of incorporation) (I.R.S. Employer Identification No.)
ONE NORTH ARLINGTON
1500 WEST SHURE DRIVE
ARLINGTON HEIGHTS, ILLINOIS 60004-1434
(Address of principal executive offices)
AMCOL INTERNATIONAL CORPORATION 1993 STOCK PLAN
(Full title of the plan)
Paul G. Shelton Copy to:
Chief Financial Officer James W. Ashley, Jr., Esq.
AMCOL International Corporation Janet O. Love, Esq.
One North Arlington Keck, Mahin & Cate
1500 West Shure Drive 77 West Wacker, 49th Floor
Arlington Heights, Illinois 60004-1434 Chicago, Illinois 60601-1693
(Name and address of agent for service) (312) 634-7700
(847) 394-8730
(Telephone number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum
Securities to to be Offering Price Aggregate Offering Amount of
be Registered Registered(1)(2) Per Share Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock 840,000 $14.63(3) $12,842,634(3) $4,428.49(3)
<FN>
(1) Represents the maximum number of shares of Common Stock of the Company
that may be issued hereunder.
(2) Together with an indeterminant number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Plan as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Company.
(3) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee as to the shares which may be purchased
upon exercise of options outstanding or which may become outstanding under
the Plan and based on the price at which options heretofore granted may be
exercised for 335,645 shares of Common Stock and the average high and low
price of Common Stock as reported on the National Association of Securities
Dealers, Inc. Automatic Quotation National Market System on January 30,
1996 for the remaining 504,355 shares of Common Stock being registered.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below which have been filed with the Securities
and Exchange Commission:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995; and
3. The description of the shares of the Registrant's Common Stock,
$0.01 par value per share, contained in the Registrant's
Registration Statement on Form 10, filed with the Commission on
July 27, 1987 registering such shares pursuant to Section 12 of
the Securities Exchange Act of 1934 including any amendment or
report updating such description.
In addition, each document or report subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Exchange Act after the date of this Registration Statement, but prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement. Each
document or report incorporated into this Registration Statement by reference
shall be deemed to be a part of this Registration Statement from the date of the
filing of such document with the Commission until the information contained
therein is superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by any
subsequently furnished appendix to this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Clarence O. Redman, a director of the Company, is a member of
Keck, Mahin & Cate, the law firm that serves as Corporate Counsel to the
Company. As of January 15, 1996, Mr. Redman beneficially owned 69,257 shares of
Common Stock, which amount includes 33,600 shares subject to options exercisable
within 60 days.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Certificate of Incorporation and By-Laws
provide that the Registrant shall, subject to certain limitations, indemnify its
directors and officers against expenses (including attorneys' fees, judgments,
fines and certain settlements) actually and reasonably incurred by them in
connection with any suit or proceeding to which they are a party so long as they
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to a criminal action
or proceeding, so long as they had no reasonable cause to believe their conduct
to have been unlawful.
<PAGE>
Section 102 of the Delaware General Corporation Law permits a Delaware
corporation to include in its certificate of incorporation a provision
eliminating or limiting a director's liability to a corporation or its
stockholders for monetary damages for breaches of fiduciary duty. The enabling
statute provides, however, that liability for breaches of the duty of loyalty,
acts or omissions not in good faith or involving intentional misconduct, or
knowing violation of the law, and the unlawful purchase or redemption of stock
or payment of unlawful dividends or the receipt of improper personal benefits
cannot be eliminated or limited in this manner. The Registrant's Restated
Certificate of Incorporation includes a provision which eliminates, to the
fullest extent permitted, director liability for monetary damages for breaches
of fiduciary duty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Index to Exhibits immediately following the signature page.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
A. (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 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 paragraphs
(1)(i) and (1)(ii) 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 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. 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 (and, where
applicable, each filing of an employment benefit plan's annual report pursuant
to Section 15(a) 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.
<PAGE>
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.
EXPERTS
The financial statements and related financial schedules of AMCOL
International Corporation as of December 31, 1993 and 1994, and for each of the
years in the three year period ended December 31, 1994 are incorporated by
reference herein from the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 in reliance upon the reports of KPMG Peat Marwick,
independent certified public accountants, given upon the authority of said firm
as experts in accounting and auditing.
<PAGE>
SIGNATURES
The Registrant. 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 Village of Arlington Heights, State of Illinois, on
January 25, 1996.
AMCOL INTERNATIONAL CORPORATION
By: /s/ John Hughes
Name: John Hughes
Its: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Paul G. Shelton and Clarence O.
Redman or any of them each with power to act without the other, as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
NAME AND CAPACITY DATE
/s/ John Hughes January 25, 1996
John Hughes, President; Chief
Executive Officer and Director
/s/ Paul G. Shelton January 25, 1996
Paul G. Shelton, Senior Vice President-
Chief Financial Officer and Principal
Accounting Officer; Treasurer and
Director
<PAGE>
January 25, 1996
/s/ C. Eugene Ray
C. Eugene Ray, Director; Chairman
of the Board
/s/ Arthur Brown January 25, 1996
Arthur Brown, Director
/s/ Robert E. Driscoll, III January 25, 1996
Robert E. Driscoll, III, Director
/s/ Raymond A. Foos January 25, 1996
Raymond A. Foos, Director
/s/ Robert C. Humphrey January 25, 1996
Robert C. Humphrey, Director
/s/ Jay D. Proops January 25, 1996
Jay D. Proops, Director
/s/ Clarence O. Redman January 25, 1996
Clarence O. Redman, Director;
Secretary
/s/ Dale E. Stahl January 25, 1996
Dale E. Stahl, Director
/s/ Paul C. Weaver January 25, 1996
Paul C. Weaver, Director
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit
No. Description
<S> <C>
4.1 Article Fourth of the Company's Restated Certificate
of Incorporation (1)
4.2 AMCOL International Corporation 1993 Stock Plan (2)
5 Opinion of Keck, Mahin & Cate (filed herewith)
23.1 Consent of Independent Auditors (filed herewith)
23.2 Consent of Keck, Mahin & Cate (included in Exhibit 5)
24 Power of Attorney of certain officers and directors of the
Company (included on the signature page)
- --------------------
<FN>
(1) Exhibit is incorporated by reference to the Company's Form S-3 filed with
the Securities and Exchange Commission on September 15, 1993.
(2) Exhibit is incorporated by reference to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993.
</FN>
</TABLE>
<PAGE>
January 25, 1996
AMCOL International Corporation
One North Arlington
1500 West Shure Drive
Arlington Heights, Illinois 60004-1434
Ladies and Gentlemen:
We are acting as counsel in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 840,000 shares of common
stock, $0.01 par value per share (the "Shares") of AMCOL International
Corporation, a Delaware corporation ("Company"). A registration statement on
Form S-8 (the "Registration Statement") is being filed under the Act with
respect to the offering of the Shares.
In connection with the offering of the Shares, we have examined:
(i) the AMCOL International Corporation 1993 Stock Plan (The "Plan") which is
Exhibit 4.2 to the Registration Statement;
(ii) the Registration Statement including the remainder of the exhibits thereto;
and
(iii)such other documents as we deem necessary to form the opinions hereinafter
expressed.
As to various questions of fact material to such opinions, where
relevant facts were not independently established, we have relied upon
statements of officers of the Company.
Our opinion assumes that:
(a) the pertinent provisions of such blue sky and securities laws as may be
applicable have been compiled with; and
(b) the Shares are issued in accordance with the terms of the Plan.
Based and relying soley upon the foregoing, we advise you that, in our
opinion, the Shares, or any portion thereof, to the extent such Shares represent
original issuances by the Company, when issued pursuant to the Plan after the
Registration Statement has become effective under the Act, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Keck, Mahin & Cate
-----------------------------
KECK, MAHIN & CATE
The Board of Directors
AMCOL International Corporation:
We consent to incorporation by reference in the registration statement on
FormS-8 of AMCOL International Corporation of our report dated March 10, 1995,
relating to the consolidated balance sheets of AMCOL International Corporation
and subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of operations, stockholders's equity, and cash flows for each of the
years in the three-year period ended December 31, 1994, and the related
schedule, which report appears in the December 31, 1994 annual report on Form
10-K of AMCOL International Corporation.
/s/ KPMG Peat Marwick LLP
- --------------------------
Chicago, Illinois
January 25, 1996
