<PAGE> 1
As filed with the Securities and Exchange Commission on June ______, 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)
1996 DIRECTORS' FEE PLAN
(Full title of the plan)
_______________
PAUL E. KONNEY, ESQUIRE
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 . . . 250,000 shs. $15.3125 $3,828,125 $1,320
==========================================================================================
</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 June 6,
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 paragraph (a) above;
(c) The description of the registrant's Capital Stock
contained in the registrant's current report on Form 8-K filed
September 5, 1989, 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 paragraph (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
other contemporaneously or 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.
II-1
<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 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
II-2
<PAGE> 4
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 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 or 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
II-3
<PAGE> 5
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.
ITEM 8. EXHIBITS.
An Exhibit Index, containing a list of all exhibits filed with this
registration statement, is included on page II-8.
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
II-4
<PAGE> 6
(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 herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(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-5
<PAGE> 7
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 IRVING, TEXAS, ON THE 16TH DAY OF MAY, 1996.
QUAKER STATE CORPORATION
BY /S/ HERBERT M. BAUM
-----------------------------------
HERBERT M. BAUM,
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Herbert M. Baum, John D. Barr and Paul
E. Konney, and each of them, the undersigned's 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 the
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 any 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 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Herbert M. Baum Chairman of the Board and Chief May 16, 1996
- ------------------------------- Executive Officer and Director
Herbert M. Baum
/s/ Conrad A. Conrad Principal Financial Officer May 16, 1996
- ------------------------------- and Director
Conrad A. Conrad
/s/ Keith S. Krzeminski Principal Accounting Officer May 16, 1996
- -------------------------------
Keith S. Krzeminski
/s/ John D. Barr Director May 16, 1996
- -------------------------------
John D. Barr
/s/ Leonard M. Carroll Director May 16, 1996
- -------------------------------
Leonard M. Carroll
</TABLE>
II-6
<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Laurel Cutler Director May 16, 1996
- -------------------------------
Laurel Cutler
/s/ C. Frederick Fetterolf Director May 16, 1996
- -------------------------------
C. Frederick Fetterolf
/s/ Thomas A. Gardner Director May 16, 1996
- -------------------------------
Thomas A. Gardner
/s/ F. William Grube Director May 16, 1996
- -------------------------------
F. William Grube
/s/ Forrest R. Haselton Director May 16, 1996
- -------------------------------
Forrest R. Haselton
/s/ Delbert J. McQuaide Director May 16, 1996
- -------------------------------
Delbert J. McQuaide
/s/ L. David Myatt Director May 16, 1996
- -------------------------------
L. David Myatt
/s/ Raymond A. Ross, Jr. Director May 16, 1996
- -------------------------------
Raymond A. Ross, Jr.
/s/ Lorne R. Waxlax Director May 16, 1996
- -------------------------------
Lorne R. Waxlax
</TABLE>
II-7
<PAGE> 9
QUAKER STATE CORPORATION
1996 DIRECTORS' FEE PLAN
REGISTRATION STATEMENT
ON FORM S-8
EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION AND METHOD OF FILING
- ------- --------------------------------
<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 to October 26, 1995
(filed as Exhibit 3(ii) to the registrant's Annual Report
on Form 10-K for the year ended December 31, 1995 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).
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-6 of the
registration statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
REED SMITH SHAW & MCCLAY
435 SIXTH AVENUE WASHINGTON, DC
MAILING ADDRESS: PHILADELPHIA, PA
P.O. BOX 2009 PITTSBURGH, PA 15219-1886 HARRISBURG, PA
PITTSBURGH, PA 15230-2009 McLEAN, VA
412-288-3131 PRINCETON, NJ
FACSIMILE 412-288-3063 NEW YORK, NY
WRITER'S DIRECT DIAL NUMBER
June 7, 1996
Quaker State Corporation
225 East John Carpenter Freeway
Irving, Texas 75062
Re: Registration Statement on Form S-8
for the 1996 Directors' Fee 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 up to 250,000
shares of Capital Stock, par value $1.00 per share, of the Corporation (the
"Capital Stock") which may be purchased by Directors of the Corporation under
its 1996 Directors' Fee 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
sold under the Plan.
In connection with this opinion, we have examined, among other things:
(1) forms of resolutions adopted by the Board of Directors of
the Corporation on February 22 and March 21, 1996 adopting the Plan,
authorizing the issuance of up to 250,000 shares of Capital Stock
thereunder and reserving 250,000 shares of Capital Stock for such
purpose;
(2) a Composite Certificate of Incorporation reflecting all
amendments to the Certificate of Incorporation of the Corporation;
(3) the Bylaws of the Corporation, as last amended on October
26, 1995 and as currently in effect;
(4) the Plan, as currently in effect and as set forth in the
Corporation's definitive Proxy Statement dated March 29, 1996 for the
Corporation's 1996 Annual Meeting of Stockholders; and
<PAGE> 2
REED SMITH SHAW & MCCLAY
Quaker State Corporation -2- May 16, 1996
(5) a copy of the report of the Judges of Election, indicating
that the adoption of the Plan was approved by the Corporation's
stockholders at the 1996 Annual Meeting.
Based upon 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 250,000 shares of Capital Stock
being registered and which may be issued by the Corporation under the Plan have
been duly authorized, and upon such issuance in accordance with the provisions
of the Plan, will be validly issued, fully paid and nonassessable.
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
<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
250,000 shares of Capital Stock which may be issued under its 1996 Directors'
Fee Plan, and in the Section 10(a) prospectus used in connection therewith, of
our report 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 incorporated by reference in the Annual
Report on Form 10-K. We also consent to the reference to our firm under the
caption "Experts" in both the Form S-8 and the Section 10(a) prospectus.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
June 12, 1996
