As filed with the Securities and Exchange Commission on December 4, 1995.
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
ChASE CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 11-1797126
(State or other (I.R.S. Employer
jurisdiction identification
of incorporation or number)
organization)
50 Braintree Hill Park, Braintree, Massachusetts, 02184 (617) 848-2810
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
______________________
PETER R. CHASE
President and Chief Executive Officer
Chase Corporation
50 Braintree Hill Park
Braintree, Massachusetts 02184
(617) 848-2810
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
with copies to:
GEORGE M. HUGHES, ESQUIRE
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0221
______________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
______________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.[ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.[x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
Page 1 of 14 Sequential Pages
Exhibit Index appears on Page 12
CALCULATION OF REGISTRATION FEE
Title of each Amount to Proposed Proposed Amount of
class of be maxium maxium registration
securities to be registered offering aggregate fee
registered price per offering
share(1) price
Common Stock, 265,000 $4.53125 $1,200,781 $414.07
$0.10 par value shares
(1) Estimated solely for the purpose of determining the registration fee
and computed pursuant to Rule 457(c), based upon the average of the
high and low sale prices reported on the American Stock Exchange on
November 29, 1995.
The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
Page 2 of 14
PROSPECTUS
Chase Corporation
265,000 Shares of Common Stock
This Prospectus relates to the offer and sale of up to 265,000 shares
(the "Shares") of Common Stock, $0.10 par value (the "Common Stock") of
Chase Corporation ("Chase" or the "Company") by certain stockholders of the
Company (the "Selling Stockholders"). The Shares may be offered and sold
by the Selling Stockholders from time to time in open-market or privately-
negotiated transactions and at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling
the Shares to or through broker-dealers and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of the Shares for whom such broker-
dealers may act as agent or to whom they sell as principal or both (which
compensation to a particular broker-dealer might be in excess of customary
commissions). See "Selling Stockholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company.
The Common Stock of the Company is listed on the American Stock
Exchange and on the Boston Stock Exchange. On November 29, 1995, the
closing sale price of the Common Stock, as reported by the American Stock
Exchange, was $4.625 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION; NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized in connection with the offering made hereby to
give any information or to make any representation other than as contained
in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus is not an offer to sell, or a solicitation of an
offer to buy, by any person in any jurisdiction in which it is unlawful for
such person to make such an offer or solicitation.
The date of this Prospectus is December 4, 1995
Page 3 of 14
TABLE OF CONTENTS
Page
Available Information ......................................... 5
Incorporation of Certain
Documents By Reference ....................................... 5
The Company ................................................... 6
Recent Developments Relating
to the Offering .............................................. 6
Selling Stockholders ......................................... 6
Plan of Distribution ......................................... 7
Legality of Common Stock ..................................... 7
Experts ...................................................... 7
Page 4 of 14
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements and other information filed by the Company can be
inspected and copied at the public reference facilities of the Commission,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following regional offices of the Commission: Suite 1300, 7
World Trade Center, New York, New York 10007 and Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661, and copies of such materials can
be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common
Stock of the Company is listed on the American Stock Exchange and on the
Boston Stock Exchange. Reports and other information concerning the
Company can also be inspected at the principal offices of such exchanges,
respectively, at 86 Trinity Place, New York, New York 10006 and at One
Boston Place -- 38th Floor, Boston, Massachusetts.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission (File No. 1-9852) under the Exchange Act are incorporated by
reference herein, except as superseded or modified herein:
(1) The Company's annual report on Form 10-K for the year ended
August 31, 1995, filed with the Commission on November 28,
1995.
(2) The description of Common Stock contained in the Company's
Registration Statement on Form 8-A, filed on October 26,
1995, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the securities offered
hereby shall be deemed incorporated by reference into this Prospectus and
to be a part hereof from the date of filing such documents. Any statement
contained in any document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded, for purposes
of this Prospectus, to the extent that a statement contained herein (or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein) modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any or all of the documents which are incorporated
herein by reference, except for certain exhibits to such documents.
Requests should be directed to the executive offices of the Company, 50
Braintree Hill Park, Braintree, Massachusetts 02184, Attention: Everett
Chadwick, Jr., telephone: (617) 848-2810.
Page 5 of 14
THE COMPANY
Chase is primarily engaged in the manufacture of protective coatings
and tape products, including (i) insulating and conducting materials for
the manufacture of electrical and telephone wire and cable, and electrical
splicing, terminating and repair tapes; (ii) protective pipe coating tapes
and other protectants for valves, regulators, casings, joints, metals,
concrete and wood; (iii) protectants for highway bridge deck metal
surfaces; (iv) thermo-electric insulation for transformers, motors, and
other electrical equipment; and (v) moisture protective coatings. Chase's
principal customers include wire and cable manufacturers, public utilities,
energy transport companies, state and municipal transportation authorities
and original equipment manufacturers. Its products are sold world-wide.
The Company employs an aggregate of approximately 150 people at its
facilities in Massachusetts, New York, Pennsylvania, and Manitoba.
RECENT DEVELOPMENTS RELATING TO THE OFFERING
On July 25, 1995, the Company purchased 1,302,693 shares of its Common
Stock from Francis M. Chase, a founder of the Company and its Chairman of
the Board Emeritus, pursuant to a Stock Redemption Agreement dated July 18,
1995. On July 26, 1995, the Company resold 265,000 of such shares in a
private transaction, which shares are the Shares offered hereby. See
"Selling Stockholders."
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder
and the number of shares of Common Stock owned or controlled by each such
holder.
<TABLE>
<CAPTION>
Name of Selling Number of Shares Number of Shares Number of Shares
Stockolders Owned Prior to Offered Hereby to be Owned After
the Offering
<S> <C> <C> <C>
Wilen Management Corp. 219,500 200,000 19,500
Cairnwood Cooperative Corp. 80,000 30,000 50,000(1)
Holly Glen Partners 42,800 12,000 30,800
Charles Fleming 10,000 10,000 0
Irene Cohen Trust 5,000 5,000 0
Mathers Associates 4,000 4,000 0
Sidney & Alene Workman 7,000 4,000 3,000
TOTAL 265,000
_________________________________
</TABLE>
(1) Represents approximately 1.1% of the Company's outstanding Common
Stock.
Page 6 of 14
PLAN OF DISTRIBUTION
The Company has filed with the Commission the Registration Statement,
of which this Prospectus forms a part, with respect to the resale of the
Shares, from time to time, by the Selling Stockholders, in open market or
privately-negotiated transactions. The Company's Common Stock is listed on
the American Stock Exchange and on the Boston Stock Exchange.
The Company plans to keep the Registration Statement effective until
the earlier of (i) the date on which no Selling Stockholder holds any of
the shares of Common Stock offered hereby, and (ii) the third anniversary
of purchase of the Shares by the Selling Stockholders.
The Company has been advised that the Selling Stockholders may sell
the Shares at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling the Shares to
or through broker-dealers and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Stockholders or the purchasers of the Shares for whom such broker-dealers
may act as agent or to whom they sell as principal, or both (which
compensation to a particular broker-dealer might be in excess of customary
commissions). Each Selling Stockholder will be responsible for all
brokerage commissions and other amounts payable with respect to any sale of
Shares with respect to such Selling Stockholder and any legal, accounting
or other expenses incurred.
The Selling Stockholders and any broker-dealers who act in connection
with the sale of Shares hereunder may be deemed to be "underwriters," as
such term is defined in the Securities Act, and any commissions received by
them or profit on any resale of the Shares as principal might be deemed to
be underwriting discounts and commissions under the Securities Act.
LEGALITY OF COMMON STOCK
The validity of the shares of Common Stock offered hereby was passed
upon for the Company by Palmer & Dodge, Boston, Massachusetts. George M.
Hughes, the Clerk of the Company and a member of its Board of Directors, is
a partner of Palmer & Dodge.
EXPERTS
The balance sheets of the Company as of August 31, 1994 and 1995 and
the related statements of operations, stockholders' equity and cash flows
for each of the three years in the period ended August 31, 1995 included in
Chase's Annual Report on Form 10-K for the year ended August 31, 1995 and
the financial statement schedules appearing therein that have been
incorporated by reference into this Prospectus have been so incorporated in
reliance on the report of Livingston & Haynes, P.C., independent certified
public accountants, given on the authority of that firm as experts in
accounting and auditing.
Page 7 of 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses to be borne by the Company in connection with this
offering are as follows:
SEC registration fee . . $ 414
Accounting fees and expenses 1,000
Legal fees and expenses. 10,000
Miscellaneous expenses . 1,000
Total . . . . . . . $12,414
All of the above figures, except the SEC registration fee, are
estimates. Selling Stockholders will bear the costs of their own counsel
fees and may also incur fees and expenses in connection with the resale of
the Common Stock offered hereby.
Item 15. Indemnification of Directors and Officers
Section 67 of chapter 156B of the Massachusetts Business Corporation Law
grants the Registrant the power to indemnify any director, officer,
employee or agent, to whatever extent permitted by the Registrant's
Articles of Organization, Bylaws or a vote adopted by the holders of a
majority of the shares entitled to vote thereon, if such indemnitee acted
(a) in good faith in the reasonable belief that his action was in the best
interests of the corporation or (b) to the extent that the matter for which
indemnification is sought relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of
such employee benefit plan. Such indemnification may include payment by
the Registrant of expenses incurred in defending a civil or criminal action
or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person indemnified to
repay such payment if he shall be adjudicated to be not entitled to
indemnification under the statute.
Article X of the Registrant's Bylaws provides that the Registrant shall,
to the extent legally permissible, indemnify each person who may serve or
who has served at any time as a director or officer of the corporation or
of any of its subsidiaries, or who at the request of the corporation may
serve or at any time has served as a director, officer or trustee of, or in
a similar capacity with, another organization or an employee benefit plan,
against all expenses and liabilities (including counsel fees, judgments,
fines, excise taxes, penalties and amounts payable in settlements)
reasonably incurred by or imposed upon such person in connection with any
threatened, pending or completed action, suit or other proceeding, whether
civil, criminal, administrative or investigative, in which he may become
involved by reason of his serving or having served in such capacity (other
than a proceeding voluntarily initiated by such person unless he is
successful on the merits,
II-1 Page 8 of 14
the proceeding was authorized by the corporation or the proceeding seeks a
declaratory judgment regarding his own conduct). Such indemnification
shall include payment by the Registrant of expenses incurred in defending a
civil or criminal action or proceeding in advance of the final disposition
of such action or proceeding, upon receipt of an undertaking by the person
indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under Article X, which undertaking may be
accepted without regard to the financial ability of such person to make
repayment.
The indemnification provided for in Article X is a contract right
inuring to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not
exclusive of any other rights to which such director, officer or other
person may be entitled by contract or otherwise under law, and inures to
the benefit of the heirs, executors and administrators of such a person.
Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its Articles of
Organization, eliminate the directors' personal liability to the
corporation and its stockholders for monetary damages for breaches of
fiduciary duty, except in circumstances involving (i) a breach of the
director's duty of loyalty to the corporation or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) unauthorized distributions and loans
to insiders, and (iv) transactions from which the director derived an
improper personal benefit. Article VI(e) of the Registrant's Articles of
Organization provides that no director shall be personally liable to the
corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except to the extent that such exculpation is
not permitted under the Massachusetts Business Corporation Law as in effect
when such liability is determined.
Item 16. Exhibits
4.1 Articles of Organization of the Company. Filed as Exhibit 3 to
Chase's Annual Report on Form 10-K for the year ended August 31,
1988, and incorporated herein by reference.
4.2 By-laws of the Company. Filed as Exhibit 3 to Chase's Annual
Report on Form 10-K for the year ended August 31, 1988, and
incorporated herein by reference.
5 Opinion of Palmer & Dodge. Filed herewith.
23.1 Consent of Livingston & Haynes, P.C., independent certified
public accountants to the Company. Filed herewith.
23.2 Consent of Palmer & Dodge (contained in Exhibit 5).
24 Power of Attorney (included on the signature page hereto).
II-2 Page 9 of 14
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes as follows:
(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;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
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 this Registration Statement;
provided, however, that no filing will be made pursuant to paragraph
(a)(1)(i) or (a)(1)(ii) 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 15(d) of the
Exchange Act that are incorporated by reference in this 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 this offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
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.
II-3 Page 10 of 14
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-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Braintree, Commonwealth of
Massachusetts, on this 30th day of November, 1995.
CHASE CORPORATION
By /s/ Peter R. Chase
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Chase Corporation,
hereby severally constitute and appoint Everett Chadwick, Jr. and George M.
Hughes, and each of them singly, our true and lawful attorneys-in-fact,
with full power to them in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-3 (including any post-
effective amendments thereto), and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may 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 below by the following persons in
the capacities and on the dates indicated:
Signature Title Date
/s/ Edward L. Chase Director and Principal November 30, 1995
Edward L. Chase Executive Officer
/s/ Everett Chadwick, Jr. Principal Financial and November 30, 1995
Everett Chadwick, Jr. Accounting Officer
/s/ Peter R. Chase Director November 30, 1995
Peter R. Chase
/s/ William H. Dykstra Director November 30, 1995
William H. Dykstra
/s/ George M. Hughes Director November 30, 1995
George M. Hughes
/s/ Ronald Levy Director November 30, 1995
Ronald Levy
/s/ Ernest E. Siegfriedt, Jr. Director November 30, 1995
Ernest E. Siegfriedt, Jr.
II-4 Page 11 of 14
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
4.1 Articles of Organization of the Company. Filed
as Exhibit 3 to Chase's Annual Report on Form 10-K
for the year ended August 31, 1988, and
incorporated herein by reference.
4.2 By-laws of the Company. Filed as Exhibit 3 to
Chase's Annual Report on Form 10-K for the year
ended August 31, 1988, and incorporated herein by
reference.
5 Opinion of Palmer & Dodge. Filed herewith. 13
23.1 Consent of Livingston & Haynes, P.C., independent
certified public accountants to the Company.
Filed herewith. 14
23.2 Consent of Palmer & Dodge (contained in Exhibit 5).
24 Power of Attorney (included on the signature page hereto). 11
II-5 Page 12 of 14
EXHIBIT 5
PALMER & DODGE
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
December 1, 1995
Chase Corporation
50 Braintree Hill Park
Braintree, Massachusetts 02184
We are rendering this opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by Chase
Corporation (the "Company") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to an aggregate of 265,000 shares of the
Company's Common Stock, $0.10 par value (the "Shares"). We understand that
the Shares are to be offered and sold in the manner described in the
Registration Statement.
We have acted as your counsel in connection with the preparation of
the Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization and issuance of the Shares. We
have examined such documents as we consider necessary to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and are validly issued, fully paid and nonassessable.
We hereby consent to the use of our name under the caption "Legality
of Common Stock" in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Palmer & Dodge
Page 13 of 14
EXHIBIT 23.1
INDEPENDENTS AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Chase Corporation on Form S-3 for the registration of 265,000 shares of
its Common Stock, $0.10 par value, of our report dated November 15, 1995, on
our audits of the financial statements of Chase Corporation as of August 31,
1995 and 1994 and for each of the three years in the period ended August 31,
1995, which reports are included in Chase Corporation's 1995 Annual Report on
Form 10-K, incorporated by reference in the Prospectus, which is part of such
Registration Statement, and to the reference to us under the captions
"Experts" in such Prospectus.
/s/ Livingston & Haynes, P.C.
Wellesley Hills, Massachusetts
December 1, 1995
Page 14 of 14
