<PAGE> 1
As filed with the Securities and Exchange Commission on November 15, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
QUAKER STATE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 25-0742820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
225 EAST JOHN CARPENTER FREEWAY
IRVING, TEXAS 75062
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK INCENTIVE PLAN
(Full title of the plan)
_______________
PAUL E. KONNEY, ESQUIRE
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
QUAKER STATE CORPORATION
225 EAST JOHN CARPENTER FREEWAY
IRVING, TEXAS 75062
(214) 868-0400
(Name, address and telephone number of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share* offering price fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Stock, par value
$1.00 per share . . . 112,978 shs. $16.25 $1,835,892.50 $556.33
=====================================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with Rules 457(h) and 457(c) on the basis of the
average of the high and low sale prices for the Capital Stock as reported in
the New York Stock Exchange Composite Transactions Listing for November 11,
1996, as quoted in The Wall Street Journal.
================================================================================
<PAGE> 2
PART II.
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the registrant with the Securities and
Exchange Commission (File No. 1-2677) are incorporated by reference in this
registration statement:
(a) The registrant's latest annual report on Form 10-K filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act");
(b) All other reports filed by the registrant pursuant to Section
13(a) of the 1934 Act since the end of the fiscal year covered by the
annual report on Form 10-K referred to in (a) above;
(c) The description of the registrant's Capital Stock contained in
the registrant's current report on Form 8-K filed November 12, 1996,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act subsequent to the filing of the annual report on Form
10-K referred to in (a) above and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 of such documents, except that the information
included in any document in response to paragraphs (i), (k) or (l) of Item 402
of Regulation S-K is not incorporated by reference in this registration
statement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained in this registration statement or in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this registration statement modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law 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 such person 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 such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person 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 no
reasonable cause to believe such person's conduct was unlawful. 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 such person 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 or her conduct was
unlawful.
Section 145 of the Delaware General Corporation Law also 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 such person 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 such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person 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 of any claim, issue or matter
as to which such person shall have been adjudged to be liable 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 the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Under Section 145, any such indemnification (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such person has met the applicable
standard of conduct. Such determination shall be made (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion or (3)
by the stockholders.
Notwithstanding the above, Section 145 provides that to the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or
II-2
<PAGE> 4
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection therewith.
Section 145 further provides that expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
Finally, Section 145 provides that the indemnification and advancement of
expenses provided by or granted pursuant to Section 145 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and inure to the benefit of the heirs, executors and administrators of
such a person.
Article Sixteenth of the registrant's Certificate of Incorporation (the
"Indemnification Article") provides that Directors and officers of the
registrant shall be indemnified except as prohibited by law against reasonable
expenses and any liability paid or incurred by such person in connection with
any actual or threatened claim, action, suit or proceeding, whether civil,
criminal, administrative, investigative or other, whether brought by or in the
right of the registrant or otherwise, in which such person may be involved by
reason of such person being or having been a Director or officer of the
registrant or by reason of the fact that such person is or was serving at the
request of the registrant as a director, officer, employee, fiduciary or other
representative of another corporation or other entity.
The registrant has also entered into Indemnification and Insurance
Agreements with certain of its Directors and from time to time may enter into
such agreements with other Directors or with certain officers, employees or
other persons designated by the registrant's Board of Directors. The
individual party to the agreement is indemnified for all expenses and liability
(including amounts paid in settlement) in any proceeding against such party
unless it shall be determined under a procedure established in the agreement
that such party knew that his or her conduct was clearly opposed to the best
interests of the registrant.
Section 145 of the Delaware General Corporation Law 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 such
person and incurred by such person in any such capacity, or
II-3
<PAGE> 5
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liability under the
provisions of Section 145.
The Indemnification Article provides that the registrant may purchase and
maintain insurance to protect itself and any Director, officer or other person
entitled to indemnification under the Indemnification Article against any
expenses or liability incurred by such person in connection with any claim,
action, suit of proceeding in which such person may be involved by reason of
the service of such person to the registrant or to another organization at the
request of the registrant whether or not the registrant would have the power to
indemnify such person against such liability by law or under the provisions of
the Indemnification Article.
The registrant maintains director and officer liability insurance covering
its Directors and officers with respect to liabilities, including liabilities
under the Securities Act of 1933, which they may incur in connection with their
serving as such. Under this insurance, the insurer will pay amounts which the
registrant's Directors and officers become legally obligated to pay and for
which they are legally entitled to indemnification from the registrant, and the
Directors and officers have coverage against certain liabilities for which they
may not be entitled to indemnification from the registrant, in each case
subject to certain limitations and exclusions. Each Indemnification and
Insurance Agreement provides that if the registrant does not maintain in effect
the director and officer liability insurance in effect at the time the
Indemnification and Insurance Agreement was entered into, the registrant will
make payment to the Director to the fullest extent of the coverage that would
otherwise have been provided by the insurance for the benefit of the Director
had the insurance been maintained.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-4
<PAGE> 6
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this registration statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. DOCUMENT
- --------- ------------------------------------------------------------------------------------------------------
<S> <C>
4.1 Composite Certificate of Incorporation of the registrant, filed as Exhibit 3(i) to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference.
4.2 Bylaws of the registrant, as amended and restated on July 25, 1996, filed as Exhibit 3 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by
reference.
4.3 Rights Agreement, dated as of September 28, 1995, between the registrant and Mellon Securities Trust
Company, as Rights Agent, filed as Exhibit 1 to the registrant's Current Report on Form 8-K dated October
20, 1995 and incorporated herein by reference.
4.4 (a) 1994 Stock Incentive Plan, filed as Exhibit 10(e) to Form 10-K for the fiscal year ended December 31, 1994
and incorporated herein by reference.
4.4 (b) First Amendment to the 1994 Stock Incentive Plan, dated October 24, 1996, filed as Exhibit 10(b) to the
registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 and incorporated herein
by reference.
5.1 Opinion of Reed Smith Shaw & McClay as to the legality of the shares of Capital Stock being registered.
23.1 Consent of Reed Smith Shaw & McClay, included in Exhibit 5.1 filed herewith.
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (set forth on page II-8 of the registration statement).
</TABLE>
II-5
<PAGE> 7
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering.
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 (the "1933 Act");
(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;
(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 with or furnished to the
Securities and Exchange Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 (the "1934 Act")
that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the 1933
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; and
(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) Filings incorporating subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 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.
II-6
<PAGE> 8
(h) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 6 above, 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
1933 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 1933
Act and will be governed by the final adjudication of such issue.
II-7
<PAGE> 9
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 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 Irving, State of Texas, on November 14, 1996.
QUAKER STATE CORPORATION
By: /s/ Herbert M. Baum
----------------------------
(Herbert M. Baum)
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Quaker State Corporation,
hereby severally constitute Conrad A. Conrad and Paul E. Konney, and each of
them singly, our true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments (including post effective amendments) to this Registration
Statement, and to file same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said 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, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them, or their or his substitutes,
may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Herbert M. Baum Chairman of the Board, Chief November 14, 1996
- --------------------------- Executive Officer and Director
(Herbert M. Baum) (Principal Executive Officer)
/s/ Conrad A. Conrad Vice Chairman, Chief Financial November 14, 1996
- -------------------------- Officer and Director (Principal
(Conrad A. Conrad) Financial Officer)
/s/ Keith S. Krzeminski Controller (Principal Accounting November 14, 1996
- -------------------------- Officer)
(Keith S. Krzeminski)
</TABLE>
II-8
<PAGE> 10
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Sheldon G. Adelman Director November 14, 1996
- ----------------------------
(Sheldon G. Adelman)
/s/ John D. Barr Director November 14, 1996
- ----------------------------
(John D. Barr)
/s/ Leonard M. Carroll Director November 14, 1996
- ----------------------------
(Leonard M. Carroll)
/s/ Laurel Cutler Director November 14, 1996
- ----------------------------
(Laurel Cutler)
/s/ C. Frederick Fetterolf Director November 14, 1996
- ----------------------------
(C. Frederick Fetterolf)
/s/ Thomas A. Gardner Director November 14, 1996
- ----------------------------
(Thomas A. Gardner)
/s/ F. William Grube Director November 14, 1996
- ----------------------------
(F. William Grube)
Director November 14, 1996
- ----------------------------
(Forrest R. Haselton)
/s/ Delbert J. McQuaide Director November 14, 1996
- ----------------------------
(Delbert J. McQuaide)
/s/ L. David Myatt Director November 14, 1996
- ----------------------------
(L. David Myatt)
/s/ Raymond A. Ross, Jr Director November 14, 1996
- ----------------------------
(Raymond A. Ross, Jr.)
/s/ Lorne R. Waxlax Director November 14, 1996
- ----------------------------
(Lorne R. Waxlax)
</TABLE>
II-9
<PAGE> 11
QUAKER STATE CORPORATION
1994 STOCK INCENTIVE PLAN
_____________________
REGISTRATION STATEMENT
ON FORM S-8
_____________________
EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
<TABLE>
<CAPTION>
EXHIBIT
NO. DOCUMENT
- ---------- --------------------------------------------------------------------------------------------------
<S> <C>
4.1 Composite Certificate of Incorporation of the registrant, filed as Exhibit 3(i) to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference.
4.2 Bylaws of the registrant, as amended and restated on July 25, 1996, filed as Exhibit 3 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by
reference.
4.3 Rights Agreement, dated as of September 28, 1995, between the registrant and Mellon Securities Trust
Company, as Rights Agent, filed as Exhibit 1 to the registrant's Current Report on Form 8-K dated October
20, 1995 and incorporated herein by reference.
4.4 (a) 1994 Stock Incentive Plan, as filed as Exhibit 10(e) to Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.
4.4 (b) First Amendment to the 1994 Stock Incentive Plan, dated October 24, 1996, filed as Exhibit 10 (b) to the
registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 and incorporated
herein by reference.
5.1 Opinion of Reed Smith Shaw & McClay as to the legality of the shares of Capital Stock being registered,
filed herewith.
23.1 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.1 filed herewith).
23.2 Consent of Coopers & Lybrand L.L.P., filed herewith.
24.1 Power of Attorney (set forth on page II-8 of the registration statement).
</TABLE>
<PAGE> 1
Exhibit 5.1
[Reed Smith Shaw & McClay Letterhead]
November 14, 1996
Quaker State Corporation
225 East John Carpenter Freeway
Irving, Texas 75062
Re: Registration Statement on Form S-8 for the 1994 Stock Incentive Plan
Gentlemen:
We have acted as counsel to Quaker State Corporation, a Delaware
corporation (the "Corporation"), in connection with the above-captioned
registration statement (the "Registration Statement") relating to the 112,978
shares of Capital Stock, par value $1.00 per share, of the Corporation (the
"Capital Stock") which may be issued under its 1994 Stock Incentive Plan (the
"Plan"). Either authorized but unissued or treasury shares of Capital Stock
may be used under the Plan. In rendering our opinion below, we have assumed
that only authorized but unissued shares will be issued under the Plan.
In connection with this opinion, we have examined, among other things:
(1) resolutions adopted by the Corporation's Board of Directors on
January 31, 1996 adopting an amendment to the Plan to increase the number of
shares of the Capital Stock which may be issued thereunder from 1,250,000 to
1,362,978 shares;
(2) the Certificate of Incorporation of the Corporation as in effect
at all times since the last amendment to the Certificate of Incorporation
effective July 3, 1995;
(3) the Bylaws of the Corporation, as amended on October 26, 1995 and
July 25, 1996;
(4) the Plan, as adopted by the Corporation's Board of Directors on
December 16, 1993 and approved by the Corporation's stockholders on May 12,
1994; and
(5) a copy of the Report of Inspectors of Election, indicating that
the adoption of the amendment of the Plan referred to in clause (1) above was
approved by the Corporation's stockholders at the Corporation's Annual Meeting
of Stockholders held on May 16, 1996.
Based on the foregoing and upon an examination of such other documents,
corporate proceedings, statutes, decisions and questions of law as we
considered necessary in order to enable us to furnish this opinion, we are
pleased to advise you that in our opinion the 112,978 shares of Capital Stock
being registered and which may be issued by the Corporation under the Plan have
been duly authorized, and upon issuance in accordance with the provisions of
the Plan, will be validly issued, fully paid and nonassessable.
<PAGE> 2
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Opinion" in the Section 10(a) prospectus used in connection with the Plan and
the Registration Statement.
Yours truly,
/s/ Reed Smith Shaw & McClay
Reed Smith Shaw & McClay
EH/cg
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement of
Quaker State Corporation on Form S-8 for the registration of 112,978 shares of
Capital Stock which may be issued under its 1994 Incentive Stock Plan, and in
the Section 10(a) prospectus used in connection therewith, of our reports dated
January 30, 1996, on our audits of the consolidated financial statements and
the financial statement schedule of Quaker State Corporation and subsidiaries
as of December 31, 1995 and 1994, and for the three years ended December 31,
1995, which reports are included in the Annual Report on Form 10-K. We also
consent to the reference of our firm under the caption "Experts" in both the
Form S-8 and the Section 10(a) prospectus.
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
November 14,1996
