<PAGE>
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
SYBRON CHEMICALS INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0301280
------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
Birmingham Road, P.O. Box 66, Birmingham, New Jersey 08011
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
SYBRON CHEMICALS INC.
EXECUTIVE BONUS PLAN
------------------------
(Full title of the plan)
Mr. Richard M. Klein
President and Chief Executive Officer
Sybron Chemicals Inc.
P.O. Box 66, Birmingham Road
Birmingham, New Jersey 08011
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(Name and address of agent for service)
(609) 893-1100
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copies to:
David Gitlin, Esquire
Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor Packard Building
15th and Chestnut Streets
Philadelphia, Pennsylvania 19102
(215) 977-2284<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
-------------------------------
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<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Regis- Price Per Offering Registration
Registered tered (1) Share (2) Price Fee
- ---------- --------- ---------- ---------- -------------
Common 20,000 $11.56 $231,200 $100.00
Stock,
$0.01
par value
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also covers such additional shares as
may hereafter be offered or issued to prevent dilution resulting
from stock splits, stock dividends, recapitalizations or certain
other capital adjustments.
(2) Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of
1933, as amended, represents the average of the high and low prices
for the Common Stock as quoted on the NASDAQ National Market System
on February 27, 1996.
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</TABLE>
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<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Sybron Chemicals Inc. (the
"Registrant" or the "Company") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the 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.
3. The description of the Registrant's Common Stock, $0.01
par value (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A filed March 25, 1992 under Section 12 of the
Exchange Act including all amendments or reports filed for the purposes of
updating such description.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement 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.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed to constitute a part hereof except as so
modified or superseded.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
II-1<PAGE>
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Under Section 145 of the Delaware General Corporation Law, as
amended, the Registrant has the power to indemnify directors and officers
under certain prescribed circumstances (including when ordered by a court
or when authorized by a majority of disinterested directors, by
independent legal counsel who is properly directed to make such a
determination or by stockholders) and subject to certain limitations
(including, unless otherwise determined by the proper court, when such
officer or director is adjudged liable to the Registrant), against certain
costs and expenses, including attorneys' fees, actually and reasonably
incurred in connection with any action, suit or proceeding, whether civil,
criminal, administrative, or investigative, to which any of them is a
party by reason of his being a director or officer of the Registrant if it
is determined that he acted in accordance with the applicable standard of
conduct set forth in such statutory provisions including when such officer
or director acted in good faith and in a manner he reasonably believed to
be in or not opposed to the Registrant's best interests, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
Pursuant to Article 10 of the Company's Certificate of
Incorporation, the Directors of the Company shall be entitled to the
benefits of all limitations on the liability of directors generally that
are now or hereafter become available under the General Corporation Law of
Delaware. Further, no director of the Company shall be liable to the
Company or its stockholders for monetary damages for breach of his or her
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit. Any repeal or
modification of Article 10 shall be prospective only, and shall not
affect, to the detriment of any director, any limitation on the personal
liability of a director of the Company existing at the time of such repeal
or modification.
Section 7.1 of the Company's By-Laws provides indemnification
to directors and officers of the Company against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by them, to the fullest extent now or
hereafter permitted by law, in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, brought or threatened to be brought
against them by reason of their performance as a director or officer of
the Company, its parent or any of its subsidiaries, or in any other
capacity on behalf of the Company, its parent or any of its subsidiaries.
Section 7.1 also permits The Board of Directors by resolution adopted in
each specific instance to similarly indemnify any person other than a
director or officer of the Corporation for liabilities incurred by them in
connection with services rendered by them for or at the request of the
Company, its parent or any of its subsidiaries. The provisions of Section
II-2<PAGE>
<PAGE>
7.1 are applicable to all actions, suits or proceedings commenced after
the adoption of Section 7.1, whether such arise out of acts or omissions
which occurred prior or subsequent to such adoption, and shall continue as
to a person who has ceased to be a director or officer of the Company or,
as the case may be, its parent or subsidiaries and shall inure to the
benefit of the heirs, executors and administrators of such a person. The
rights of indemnification provided for in Section 7.1 are not to be deemed
exclusive of any other rights to which any director or officer of the
Company may be entitled under the By-Laws, any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
their official capacity and as to action in another capacity while holding
such office.
Section 7.2 of the By-Laws provides that expenses (including
attorney's fees) incurred by any officer or director in defending any
civil, criminal, administrative or investigative action, suit or
proceeding, whether threatened, pending or completed, may be paid by the
Company in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case
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
they are not entitled to be indemnified by the Company as authorized by
law.
Section 7.3 of the By-Laws further permits The Company to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against them and incurred by them in any
such capacity, or arising out of their status as such, whether or not the
Company would have the power to indemnify them against such liability
under law.
Paragraph 8 of the Senior Executive Employment Agreement
between Dr. Richard M. Klein and the Company requires that Dr. Klein be
indemnified in circumstances generally equivalent to those set forth in
the Company's By-Laws.
The Company has purchased directors' and officers' liability
insurance.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
II-3<PAGE>
<PAGE>
Item 8. Exhibits.
--------
The following Exhibits are filed as part of this Registration
Statement:
Exhibit No.
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4 Sybron Chemicals Inc. Executive Bonus Plan.
5 Opinion of Wolf, Block, Schorr and Solis-Cohen.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen (contained
in Exhibit 5).
24 Power of Attorney (included on signature page in Part II
of the Registration Statement).
Item 9. Undertakings.
------------
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, as amended (the "Securities 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; Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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;
II-4<PAGE>
<PAGE>
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
Commission with or furnished to the Commission by the Registrant pursuant
to Section 13 or 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, 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.
The undersigned Registrant 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
15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the 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
Securities Act and will be governed by the final adjudication of such
issue.
II-5 <PAGE>
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
--------------------------------
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 Birmingham, New Jersey, on this 29th day of
February, 1996.
SYBRON CHEMICALS INC.
By: /s/ Lawrence R. Hoffman
--------------------------------
Lawrence R. Hoffman, Secretary
II-6<PAGE>
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Lawrence R. Hoffman, the
undersigned's true and lawful attorney-in-fact and agent, 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 to this Registration Statement (including, without
limitation, 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 attorney-in-fact and agent full power and authority 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
the undersigned might or could do in person, hereby ratifying and
confirming all that 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 indicated, on the date indicated.
Signature Title Date
--------- ----- -----
/s/ Richard M. Klein
- --------------------------- Chairman of the Board 2/21/96
Richard M. Klein of Directors, President
and Chief Executive
Officer (Principal
Executive Officer)
/s/ Jeffrey Albin
- --------------------------- Executive Vice President- 2/21/96
Jeffrey Albin Finance, Chief Financial
Officer and Director
/s/ John H. Schroeder
- --------------------------- Executive Vice President- 2/21/96
John H. Schroeder Ion Exchange Products and
Director
/s/ Michael A. Delaney
- --------------------------- Director 2/21/96
Michael A. Delaney
/s/ Heinn F. Tomfohdre, III
- --------------------------- Director 2/21/96
Heinn F. Tomfohdre, III
II-7<PAGE>
<PAGE>
SYBRON CHEMICALS INC.
EXECUTIVE BONUS PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No. Document
- ---------- --------
4 Sybron Chemicals Inc. Executive Bonus Plan.
5 Opinion of Wolf, Block, Schorr and Solis-Cohen.
23.1 Consent of Price Waterhouse L.L.P., independent accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen
(contained in Exhibit 5).
24 Power of Attorney (included on signature page in
Part II of the Registration Statement).
Each of the above listed Exhibits is filed herewith
electronically.
<PAGE>
EXHIBIT 4
SYBRON CHEMICALS INC.
EXECUTIVE BONUS PLAN DOCUMENT
1. Purpose.
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The Sybron Chemicals Inc. Executive Bonus Plan (the "Plan") is
intended as an additional incentive to executive employees to earn
incentive compensation based on his or her individual performance and/or
the financial performance of Sybron Chemicals Inc. and its subsidiaries
(collectively referred to herein as the "Company").
2. Definitions.
-----------
(a) "BOARD" means the Board of Directors of the Company.
(b) "BONUS" means the amount of incentive compensation (including
Common Stock) that is payable to a Participant under the Plan with respect
to any Bonus Year.
(c) "BONUS YEAR" means the calendar year with respect to which the
amount of a Bonus is determined.
(d) "CASH FLOW PERCENTAGE" means actual cash flow as a percentage
of budgeted operating cash flow as approved by the chief executive officer
of the company. Cash flow consists of Operating Profit plus depreciation
and amortization minus changes in working capital and capital
expenditures. The cash flow percentage is a maximum of 110% and a minimum
of 90%.
(e) "CLOSING PRICE" means the closing price for the Common Stock
published in the Wall Street Journal for the applicable date, or, if no
trading occurred on such date, on the closest date prior to such date on
which trading did occur.
(f) "COMMITTEE" means the Audit and Compensation Committee of the
Board of Directors.
(g) "COMMON STOCK" means the Company's common stock, par value
$0.01 per share.
(h) "EXECUTIVE OFFICER" means any "Officer" as defined in Rule
16a-1(f) of the Securities Exchange Act of 1934 and such other person as
may be designated by the Board of Directors to be an Executive Officer.
(i) "OPERATING PROFIT" means an amount equal to net sales less the
following expense categories: cost of sales, selling, general and
administrative, research and development and unaccrued Bonus payments, all
<PAGE>
<PAGE>
calculated consistent with the Company's accounting policies in accordance
with generally accepted accounting principles.
(j) "OPP" means the Operating Profit for a particular year as a
percentage of the preceding year's Operating Profit adjusted, if
necessary, for the effects of any acquisition or divestiture made during
either year.
(k) "PLAN" means this Executive Bonus Plan, as the same may be
amended from time to time.
(l) "RESTRICTED STOCK" or "Restricted Shares" means the shares of
Company Common Stock issued to Executives and to Executive Officers under
the terms of this Plan.
(m) "TARGET BONUS" means an amount equal to the Target Bonus
Percentage of a Participant's annual base compensation in effect as of the
end of the Bonus Year.
(n) "TARGET BONUS PERCENTAGE" means the percentage applicable to
the Participant's Executive Grade in accordance with the following
schedule:
Executive Grades Target Bonus Percentage
---------------- -----------------------
3.0 14
3.5 15
4.0 16
4.5 17
5.0 18
5.5 19
6.0 20
7.0 22
8.0 24
9.0 26
10.0 28
11.0 30
12.0 33
13.0 36
14.0 39
15.0 42
16.0 45
17.0 48
18.0 51
19.0 54
20.0 57
21.0 57
In the case of any change in Executive Grade of a Participant during a
Bonus Year, the Target Bonus Percentage shall be a weighted average of the
applicable Target Bonus Percentages based on the number of months the
Participant had each Executive Grade during the Bonus Year.
(o) "200% TARGET" means an amount equal to the average of (A) the
Operating Profit for the year prior to the Bonus Year multiplied by 1.12
plus (B) the Operating Profit for 1991 compounded annually at 12% to the
end of the Bonus Year. At the discretion of the Committee, the 200%
-2-<PAGE>
<PAGE>
Target may be reduced at any time for the next Bonus Year or increased
with one year's notice to reflect a major upward or downward dislocation
in the economy or in the Company's performance. In the event there is an
acquisition or divestiture, the 200% Target level will be adjusted to
reflect the change in Operating Profit due to such an event.
3. Administration.
--------------
This Plan shall be administered by the Committee. The Committee
shall hold meetings at such times and places as it may determine. Acts
approved by a majority of the members of the Committee shall be the valid
acts of the Committee. The interpretation and construction by the
Committee of any provision of the Plan or of any Restricted Stock Award
(as hereinafter defined) awarded hereunder shall be final, binding and
conclusive.
4. Eligibility.
-----------
Each person who on December 31 of a Bonus Year is employed by the
Company and who is or has been designated Executive Grade and who does not
have an alternative incentive program shall be a participant
("Participant") in the Plan and shall be eligible to participate in the
Plan for all or any portion of the Bonus Year as to which such person
participated. Any person who is initially hired by the Company during a
Bonus Year and who is designated as a Participant shall participate in
that portion of the Bonus Year equal to the number of months such person
was employed by the Company divided by twelve (12). For this purpose, a
person shall be treated as employed as of the first day of the calendar
month in which they were hired if they were hired on or before the 15th
day of the month. All other persons shall be treated as employed as of
the first day of the calendar month following his or her date of hire.
Any person whose employment with the Company terminated during the Bonus
Year for any reason other than death, disability or retirement, or whose
termination is subject to Section 7(g)(2) of the Plan (in the event of a
Change of Control) shall cease to participate in the Plan and shall not be
entitled to receive any benefits under the Plan attributable to such Bonus
Year. Notwithstanding anything to the contrary contained in the Plan, for
the purpose of determining any Participant's entitlement to any Bonus
under any section of the Plan, the Committee may designate the status of
such Participant as either an Executive (as hereinafter defined) or as an
Executive Officer solely for the purpose of applying any specific
provision of the Plan without regard to such Participant's status as
either an Executive Officer or as an Executive for purposes of applying
any other provisions of the Plan.
5. Bonus Awards.
------------
(a) (1) Executive Officer Basic Bonus.
-----------------------------
Each Participant who is an Executive Officer shall be
entitled to a Bonus equal to the product of the Executive Officer's Target
Bonus, the Multiplier and the Cash Flow Percentage (the "Executive
Officer's Basic Bonus"). The Multiplier for any Bonus Year will be zero
if the OPP is less than or equal to 75%, 1.00 if the OPP is 90%, and 2.00
if Operating Profit equals the 200% Target.
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<PAGE>
The Multiplier shall be proportionately adjusted if OPP is between 75% and
90% or greater than 90% but less than the 200% Target.
(2) Executive Officer Supplemental Bonus.
------------------------------------
Each Executive Officer shall receive a supplemental bonus
("Executive Supplemental Bonus") equal to his or her proportionate
interest, based on his or her Target Bonus Percentage as a percentage of
the total Target Bonus Percentages of all Executive Officers, in 13.33% of
the Operating Profit in excess of the 200% Target in the Bonus Year.
(b) (1) Executive Basic Bonus.
---------------------
Each Participant other than an Executive Officer (the
"Executive") shall be entitled to a bonus equal to the percentage of his
or her Target Bonus recommended by the Executive Officer to whom they
report as reviewed and approved by the chief executive officer of the
Company ("Executive Basic Bonus"). Notwithstanding anything herein to the
contrary, the total of all Executive Basic Bonuses shall not exceed the
total Target Bonuses for all Executives multiplied by the Cash Flow
Percentage and the Multiplier for such Bonus Year.
(2) Executive Supplemental Bonus.
----------------------------
The chief executive officer of the Company may grant
certain Executives a supplemental bonus upon recommendation of the
Executive Officer to whom they report provided the total of all such
bonuses does not exceed 6.66% of the Operating Profit in excess of the
200% Target in the Bonus Year.
6. Cash Distributions.
------------------
Except as otherwise provided under Section 7, Bonuses which do not
exceed 200% of Target Bonuses shall be payable on or about the March 1
which immediately follows the end of the Bonus Year. Bonuses in excess of
200% of Target Bonuses shall be paid on or about March 1 of the second
calendar year following the end of the Bonus Year, provided that Operating
Profit for the year following the Bonus Year (on a worldwide basis for
Executive Officers, and on a division basis for Executives) is equal to or
greater than Operating Profit in the Bonus Year. If the applicable level
of Operating Profit to permit Bonuses in excess of 200% of Target Bonuses
to be distributed is not obtained, the amount otherwise distributable
shall be proportionately reduced on the basis that no such Bonuses shall
be paid if Operating Profit for the calendar year following the Bonus Year
is less than 50% of Operating Profit in the Bonus Year. Notwithstanding
anything to the contrary contained herein, no Bonuses in excess of 200% of
Target Bonuses shall be paid to any Participant who is not employed by the
Company on the date such Bonus is to be paid.
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<PAGE>
7. Restricted Stock Awards.
-----------------------
(a) Election.
--------
Each Executive shall be permitted to make an election (which
election shall be irrevocable) to receive a portion of such Executive's
Target Bonus for 1993, 1994, and 1995 in the form of Common Stock
("Restricted Stock"). The Executive shall make the election
under this Section 7(a) by executing no later than February 11, 1993 such
election forms as may be provided by the Committee. Subject to the
provisions of this Plan, the Committee shall award Restricted Stock
("Restricted Stock Award") to an Executive equal to the number of shares
(rounded down to the nearest whole number) calculated in the following
manner:
(1) the total of the "Projected Targets" corresponding to the
Bonuses attributable to 1993, 1994 and 1995 shall be calculated by adding
together the following: (a) 103% of the Executive's 1992 Target Bonus
(the "1993 Projected Target"), (b) 103% of the Executive's 1993 Projected
Target (the "1994 Projected Target"), and (c) 103% of the Executive's 1994
Projected Target (the "1995 Projected Target"),
(2) a percentage of the total Projected Targets calculated in
subparagraph 7(a)(1) shall then be calculated by applying the percentage
factor (0%, 25%, 50%, 75% or 100%) irrevocably elected by the Executive,
and
(3) the total dollar figure calculated under subsection
7(a)(2) shall then be divided by the Closing Price of the Common Stock as
of February 12, 1993.
(b) Executive Officer Restricted Stock Awards.
-----------------------------------------
A portion of each Executive Officer's 1993, 1994 and 1995
Bonus, if any, in accordance with the provisions set forth below, shall be
payable in the form of Common Stock. Subject to the provisions of the
Plan, the Company shall award the Executive Officer a Restricted Stock
Award for the 1993, 1994 and 1995 Bonus Years equal to the number of
shares (rounded down to the nearest whole number) calculated in the
following manner:
(1) the total of the "Projected Targets" corresponding to the
Bonuses attributable to 1993, 1994 and 1995 shall be calculated by adding
together the following: (a) 103% of the Executive Officer's 1992 Target
Bonus (the "1993 Projected Target"), (b) 103% of the Executive Officer's
1993 Projected Target (the "1994 Projected Target"), and (c) 103% of the
Executive Officer's 1994 Projected Target (the "1995 Projected Target"),
(2) the total dollar figure calculated under subsection
7(b)(1) shall then be divided by the Closing Price of the Common Stock as
of February 12, 1993.
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<PAGE>
(c) Restricted Stock Awards for Bonus Years After 1995.
--------------------------------------------------
(1) Executives shall be permitted to make an election (which
election shall be irrevocable) to receive a portion of such Executive's
Bonus in Restricted Stock for Bonus Years after 1995 by December 31 of the
third calendar year preceding the Bonus Year. Subject to the provisions
of this Plan, the Committee shall award Restricted Stock ("Restricted
Stock Award") to an Executive equal to the number of shares (rounded down
to the nearest whole number) calculated in the following manner:
(A) the "Projected Target" applicable to the Bonus Year
shall be calculated by multiplying the Projected Target for the year
preceding the Bonus Year by a factor established by the Committee prior to
the time the Executive's election is required to be made (the "Bonus Year
Base"),
(B) a percentage of the Bonus Year Base shall be
calculated by applying the percentage factor (0%, 25%, 50%, 75% or 100%)
irrevocably elected by the Executive for the Bonus Year, and
(C) the amount calculated under subsection 7(c)(1)(B)
above shall then be divided by the Closing Price of the Common Stock as of
December 31 of the third year preceding the Bonus Year.
(2) A portion of each Executive Officer's Bonus for each
Bonus Year after 1995 shall be paid in the form of Common Stock as
described herein. Subject to the provisions of the Plan, the Company
shall award the Executive Officer a Restricted Stock Award equal to the
number of shares (rounded down to the nearest whole number) calculated in
the following manner:
(A) the Projected Target applicable to the Bonus Year
shall be calculated by multiplying the Projected Target for the preceding
Bonus Year by a factor established by the Committee by December 31 of the
third year preceding the Bonus Year,
(B) the Executive Officer's Bonus Year Base shall then
be divided by the Closing Price of the Common Stock as of December 31 of
the third year preceding the Bonus Year.
(3) The provisions of this Section 7(c) shall not be
applicable to those Participants subject to the provisions of Section 8
only with respect to those Bonus Years subsequent to the Bonus Years that
are subject to Section 8.
(d) Vesting.
-------
The Restricted Stock awarded with respect to any Bonus Year
shall be fully vested if the Participant's Bonus for such Bonus Year
equals or exceeds the Projected Target used to determine the Restricted
Stock Award for that Bonus Year. If the Bonus for a Bonus Year is less
than the applicable Projected Target, the vesting of the Restricted Stock
shall be reduced proportionately. The portion of any Bonus which exceeds
the Projected Target used to determine the Restricted Stock Award for that
Bonus Year shall be paid in cash. Bonuses for any Bonus Year which are
less than the Projected Target for such year shall be paid by reducing
both the cash component and the number of shares of stock to be vested, on
-6-<PAGE>
7<PAGE>
a pro rata basis. All Restricted Stock which is not vested under this
section shall be forfeited and may be used for other Restricted Stock
Awards under this Plan or to grant stock options under the Stock Option
Plan. Notwithstanding anything to the contrary contained herein, until
such time as the shares issued pursuant to this Plan are vested, no
Participant shall be entitled to exercise the voting rights or to receive
any of the dividends attributable to such shares.
(e) Pro Rata Acceleration of Vesting of Restricted Shares in the
-------------------------------------------------------------
Event of the Award Recipient's Retirement, Death or Disability.
- --------------------------------------------------------------
In the event of the retirement, death or disability (within
the meaning of Section 22(e)(3) of the Internal Revenue Code) of the
Participant, the Committee shall direct that the vesting with respect to a
pro rata portion of the Restricted Stock which would have become vested
had the employee worked the entire year shall be accelerated and such
Restricted Stock shall become fully vested. In the event of the death of
the Participant, amounts payable under the Plan shall be paid to the
Participant's estate.
(f) Documents.
---------
Restricted Shares awarded pursuant to this Plan
shall be evidenced by the stock certificates described in Section 15 and
such other written documents (the "Restricted Stock Award Documents") in
such form as the Committee shall approve from time to time. Such
Restricted Stock Award Documents shall comply with and be subject to the
terms and conditions which the Committee shall require from time to time
which are not inconsistent with the terms of this Plan. The Committee
shall have the right to amend the Restricted Stock Award Documents issued
to a Participant subject to the Participant's consent.
(g) Change of Control.
-----------------
(1) A "Change of Control" shall be deemed to occur upon the
date set at the discretion of the Committee as a "Change of Control" or on
whatever date there is a transaction or series of related transactions in
which (A) the Company is dissolved or liquidated or sells substantially
all of its operating assets, (B) the Company is party to a merger or
consolidation in which the Company is not the surviving or acquiring
entity, or (C) the Company becomes an 80% or more owned subsidiary of
another company.
(2) Any Participant whose employment with the Company
terminates at any time during the period starting three (3) months before
a Change of Control and ending on December 31 of the year in which such
Change of Control occurs, other than as a result of a termination for
cause or by reason of voluntarily terminating his or her employment with
the Company, shall receive all benefits that they would be entitled to
under the Plan as though such termination occurred after December 31 of
the year in which such termination occurred, provided however, that such a
Participant shall receive only a fraction of the benefits relating to the
Bonus Year in which such termination occurred. The fraction of the
benefits relating to such Bonus Year shall be calculated by dividing the
number of months such Participant was employed with the Company by twelve.
-7-<PAGE>
<PAGE>
For this purpose, the Participant shall be deemed to have worked for the
full calendar month only for those months in which they were employed for
fifteen (15) days or more.
(3) In the event there is a Change of Control that results in
a reorganization of the Company such that the Company is no longer treated
as a separate business, a pro-forma statement for that Bonus Year shall be
prepared reconstructing what the Operating Profit and cash flow multiplier
would have been had the Company been treated as a separate business.
(4) In the event there is no public market either for shares
of Company Common Stock or for shares of any successor of the Company as a
result of a Change of Control, any awards that would otherwise be made in
shares of Company Common Stock under the terms of the Plan shall be made
in cash. The amount of such awards shall be based on the fair market
value of the Company Common Stock as of the date of the Change of Control.
In the event there is no public market for shares of Company Common Stock
but there is a public market for shares of a successor of the Company as a
result of a Change of Control, any awards that would otherwise be made in
shares of Company Common Stock under the terms of the Plan shall be made
in common stock of such successor entity. The amount of such awards shall
be based on the fair market value of the Company Common Stock and of the
common stock of the successor entity as of the date of the Change of
Control. To the extent the Plan continues in effect under the
circumstances described in this Section 7(g)(4) after the date of a Change
of Control, all awards with respect to Bonus Years after the date of the
Change of Control shall be made exclusively in cash, and any provisions of
the Plan providing for awards to be made in the form of Company Common
Stock shall be without effect.
8. Special Rule for Persons Hired by the Company after February 12,
----------------------------------------------------------------
1993.
----
(a) Election.
--------
Each Executive who is hired as an executive by the Company
after February 12, 1993 shall be permitted to make an election (which
election shall be irrevocable) to receive a portion of such Executive's
Target Bonus for the year in which the Executive was initially hired and
for the two subsequent years in the form of Common Stock. The Executive
shall make the election under this Section 8(a) by executing no later than
thirty (30) days after such Executive's date of hire by the Company such
election forms as may be provided by the Committee. Subject to the
provisions of this Plan, the Committee shall award Restricted Stock to an
Executive equal to the number of shares (rounded down to the nearest whole
number) calculated in the following manner:
(1) the total number of shares attributable to the Bonus for
the year of hire shall be equal to the Executive's Target Bonus for the
year of hire, prorated based on the number of months the Executive was
employed by the Company using the monthly convention set forth in Section
4 of the Plan (the "First Year Projected Target"), divided by the
"Applicable Closing Price" (as hereinafter defined),
-8-<PAGE>
<PAGE>
(2) the total number of shares attributable to the Bonus for
the year subsequent to the year of hire shall be equal to the Designated
Percentage (as hereinafter defined) of the Executive's First Year
Projected Target calculated without any pro rata reduction for the number
of months employed by the Company (the "Second Year Projected Target"),
divided by the Applicable Closing Price,
(3) the total number of shares attributable to the Bonus for
the second year subsequent to the year of hire shall be equal to the
Designated Percentage (as hereinafter defined) of the Executive's Second
Year Projected Target (the "Third Year Projected Target") divided by the
Applicable Closing Price,
(4) a percentage of the sum of the number of shares
calculated under Sections 8(a)(1), (2) and (3) above shall then be
calculated by applying the percentage factor (0%, 25%, 50%, 75% or 100%)
irrevocably elected by the Executive, and
(5) the Applicable Closing Price for the first three Bonus
Years for a newly hired or newly eligible Executive should be the closing
price for the Common Stock on the date they first become eligible to earn
compensation pursuant to the terms of the Bonus Plan.
For purposes of this Section 8(a) and for Section 8(b) of the Plan,
the Designated Percentage shall be 103% with respect to 1994 and 1995, and
such other percentage that corresponds to the same factor established by
the Committee for such Bonus Year for purposes of Section 7(c)(1)(A) of
the Plan, and the Applicable Closing Price shall be, with respect to 1993,
1994 and 1995, the Closing Price as of February 12, 1993, and with respect
to all other Bonus Years, the Closing Price as of December 31 of the third
year preceding the Bonus Year.
(b) Executive Officer Restricted Stock Awards.
-----------------------------------------
With respect to Executive Officers who are hired after
February 12, 1993, a portion of each such Executive Officer's Bonus for
the year of hire and the two subsequent years, if any, shall be payable in
the form of Common Stock. Subject to the provisions of the Plan, the
Company shall award the Executive Officer a Restricted Stock Award for the
Bonus Years corresponding to the year of hire and the two subsequent years
equal to the number of shares (rounded down to the nearest whole number)
calculated in the following manner:
(1) the total number of shares attributable to the Bonus for
the year of hire shall be equal to the Executive Officer's Target Bonus
for the year of hire, prorated based on the number of months the Executive
Officer was employed by the Company as an Executive Officer using the
monthly convention set forth in Section 4 of the Plan (the "First Year
Projected Target"), divided by the Applicable Closing Price,
(2) the total number of shares attributable to the Bonus for
the year subsequent to the year the Executive Officer was initially
employed as an Executive Officer shall be equal to the Designated
Percentage of the Executive Officer's First Year Projected Target
calculated without any pro rata reduction for the number of months
employed by the Company (the "Second Year Projected Target"), divided by
the Applicable Closing Price,
-9-<PAGE>
<PAGE>
(3) the total number of shares attributable to the Bonus for
the second year subsequent to the year the Executive Officer was initially
employed as an Executive Officer shall be equal to the Designated
Percentage of the Executive Officer's Second Year Projected Target (the
"Third Year Projected Target") divided by the Applicable Closing Price,
and
(4) the Applicable Closing Price for the first three Bonus
Years for a newly hired or newly eligible Executive Officer should be the
closing price for the Common Stock on the date they first become eligible
to earn compensation pursuant to the terms of the Bonus Plan.
(c) Change of Status.
----------------
In the event a Participant's status as an Executive or as an
Executive Officer changes during a Bonus Year, for purposes of the award
of either an Executive Officer Supplemental Bonus under Section 5(a)(2) of
the Plan or an Executive Supplemental Bonus under Section 5(b)(2) of the
Plan, such Participant shall be treated as having, throughout the period
of employment by the Company during such Bonus Year, the same status that
such Participant has as of December 31 of such Bonus Year. The election
made by any such Participant in his or her capacity as an Executive to
receive a percentage of Bonuses under the terms of the Plan in the form of
Common Stock shall only apply to a pro-rated portion of the Bonus
attributable to the Bonus Year in which a change of status
occurs, based on the relative periods of time during the Bonus Year the
Participant had the status of an Executive or an Executive Officer. The
residual portion of the Bonus attributable to the Bonus Year shall be
treated as being paid to an Executive Officer, and, to the extent provided
under the Plan, shall be paid in the form of Common Stock.
9. Forfeiture of Restricted Shares.
-------------------------------
All nonvested Restricted Stock shall be forfeited by the
Participant upon the last day of the Participant's employment with the
Company or a subsidiary thereof, except to the extent that the provisions
of Section 7(e) and 7(g) are applicable. Restricted Stock which is
forfeited may be used to grant Restricted Stock to other Participants
under the Plan or to grant stock options under the Stock Option Plan
without any action by the Participant.
10. Transfer of Restricted Shares.
-----------------------------
No Restricted Shares awarded under this Plan may be transferred,
pledged, or encumbered until such time as any such shares become vested.
11. Shares Available Under the Plan.
-------------------------------
The maximum number of shares of Common Stock available for
Restricted Stock Awards under this Plan shall be three hundred fifty
thousand (350,000), adjusted for changes in the Company's capitalization,
in accordance with the provisions of the Sybron Chemical Industries Inc.
1992 Stock Option Plan (the "Stock Option Plan") reduced by the number of
shares of Common Stock that are subject to stock options issued pursuant
to the Stock Option Plan. Notwithstanding anything to the contrary
-10-<PAGE>
<PAGE>
contained herein, in no event shall there be issued under the Plan in any
year shares of Common Stock in excess of one percent (1%) of the
outstanding shares of Common Stock.
12. Amendment of the Plan.
---------------------
The Committee may amend this Plan from time to time in such manner
as it may deem advisable, provided, however, that no amendment to this
Plan shall adversely affect any cash award or Restricted Stock Award for
any Bonus Year up to and including the second Bonus Year following the
Bonus Year in which the amendment is adopted without the consent of the
Participant. Notwithstanding anything to the contrary contained herein,
no amendment shall be made to the Plan which increases the benefits
available under the Plan for any Executive Officer without the approval of
the shareholders of the Company.
13. Termination of the Plan.
-----------------------
The Board of Directors reserves the right to terminate this Plan at
any time, provided however, that the termination of the Plan shall not
eliminate the obligation of the Company to make any cash award for the
Bonus Year during which such termination occurs, or the vesting of any
Restricted Stock Award under the Plan attributable to any Bonus Year up to
and including the second Bonus Year following the Bonus Year during which
the termination occurs.
14. No Continued Employment.
-----------------------
The award of a Bonus pursuant to this Plan shall not be construed
to imply or to constitute evidence of any agreement, express or implied,
on the part of the Company or any subsidiary thereof to retain the
Participant in the employ of the Company or any subsidiary thereof, and
each such Participant shall remain subject to discharge to the same extent
as if this Plan had not been adopted.
15. Withholding of Taxes.
--------------------
Whenever a Bonus is paid in cash and/or Restricted Stock vests or
whenever a Participant must otherwise include the Bonuses or the
Restricted Stock in income for federal, state or local income tax
purposes, the Company shall have the right to (a) require the recipient to
remit or otherwise make available to the Company an amount sufficient to
satisfy any federal, state and/or local withholding tax requirements prior
to the delivery or transfer of any certificate or certificates for
Restricted Stock or the distribution of any Bonus or (b) take whatever
action it deems necessary to protect its interests with respect to tax
liabilities, including, without limitation, redeeming a portion of any
Restricted Stock otherwise deliverable pursuant to this Plan with a then
fair market value equal to such tax liabilities. The Company's obligation
to make any delivery or transfer of vested Restricted Shares shall be
conditioned on the Participant's compliance with any withholding
requirement to the Company's satisfaction.
-11-<PAGE>
<PAGE>
16. Establishment of Rules by the Committee.
---------------------------------------
The Committee shall have the authority to establish rules with
respect to the Company's obligations in connection with the withholding
requirements described in Section 15 so that the conditions set forth in
Rule 16b-3 of the Securities Exchange Act of 1934 precedent to exempting
any such transaction involving an Executive Officer are satisfied.
17. Termination for Cause.
---------------------
In the event any Participant's employment with the Company is
terminated for cause, no awards or payments otherwise due to such
Participant under the Plan shall be made to such Participant after the
date of such termination, and all such awards or payments shall be
forfeited. Restricted Stock which is forfeited under this provision may
be used to grant Restricted Stock to other Participants under the Plan or
to grant stock options under the Stock Option Plan without any action by
the Participant.
18. Stock Certificates.
------------------
The stock certificate(s) evidencing a Restricted Stock Award shall
be registered in the name of the Participant and shall bear a legend
referring to the terms, conditions and restrictions applicable to such
shares. The Committee shall direct the Company to either retain physical
possession or custody of or place into escrow the certificate(s)
evidencing the Restricted Shares until such time as such shares are
vested.
19. Successors.
----------
The obligations to make any and all awards granted under the Plan
to the extent such awards have accrued shall be binding upon any successor
corporation or organization which shall succeed to substantially all of
the assets and business of the Company. The term "Company," whenever used
in the Plan, shall mean and include any such corporation or organization
after such succession.
-12-
<PAGE>
EXHIBIT 5
LAW OFFICES
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
TWELFTH FLOOR PACKARD BUILDING
S.E. CORNER 15TH AND CHESTNUT STREETS
PHILADELPHIA, PA 19102-2678
(215) 977-2000
March 1, 1996
Sybron Chemicals Inc.
P.O. Box 66
Birmingham Road
Birmingham, NJ 08011
RE: Sybron Chemicals Inc. Registration Statement
on Form S-8 Relating to the Sybron Chemicals
Inc. Executive Bonus Plan
--------------------------------------------
Gentlemen:
As counsel to Sybron Chemicals Inc., a Delaware corporation, (the
"Company"), we have assisted in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to 20,000 shares of the Company's Common Stock, $.01 par
value (the "Common Stock"), that may be issued under the Company's
Executive Bonus Plan (the "Plan").
In this connection, we have examined the Company's Certificate of
Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuance of the Common Stock as we
have deemed appropriate. In all examinations of documents, instruments
and other papers, we have assumed the genuineness of all signatures on
original and certified documents and the conformity with original and
certified documents of all copies submitted to us as conformed,
photostatic or other copies. As to matters of fact which have not been
independently established, we have relied upon representations of officers
of the Company.
Based upon the foregoing, it is our opinion that the shares of Common
Stock offered and to be offered under the Plan are duly authorized and,
when issued and sold pursuant to the terms of the Plan, will be legally
issued, fully paid and non-assessable.
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen
WOLF, BLOCK, SCHORR and SOLIS-COHEN
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 16, 1995, which appears
on page 12 of the 1994 Annual Report to Shareholders of Sybron Chemicals
Inc. and its subsidiaries, which is incorporated by reference in Sybron
Chemicals Inc. and its subsidiaries' Annual Report on Form 10-K for the year
ended December 31, 1994.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
February 29, 1996
