Registration No. 333-
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)
Dr. Richard M. Klein
President and Chief Executive Officer
Sybron Chemicals Inc.
P.O. Box 66, Birmingham Road
Birmingham, New Jersey 08011
(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, PA 19102
(215) 977-2284
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee
Common Stock, 120,000 $17.25 $2,070,000 $621
$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 closing price for the Common Stock as
listed on the American Stock Exchange on February 28, 1997.
<PAGE>
INCORPORATION BY REFERENCE
Pursuant to General Instruction E of Form S-8 under the
Securities Act of 1933, as amended, the contents of the Registrant's
Registration Statement on Form S-8, dated February 29, 1996 (Commission File No.
333-01417) are incorporated herein by reference.
<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 3rd day of March, 1997.
SYBRON CHEMICALS INC.
By: /s/ Lawrence R. Hoffman
Lawrence R. Hoffman, Secretary
<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 of Directors, 3/3/1997
- -------------------- President and Chief Executive Officer
Richard M. Klein (Principal Executive Officer)
/s/ Lawrence R. Hoffman Acting Chief Financial Officer and 3/3/1997
- ----------------------- Acting Chief Accounting Officer
Lawrence R. Hoffman
/s/ John H. Schroeder Executive Vice President- 3/3/1997
- --------------------- Environmental Products and
John H. Schroeder Services and Director
/s/ Paul C. Schorr IV Director 3/3/1997
- ---------------------
Paul C. Schorr IV
<PAGE>
Signature Title Date
/s/ Heinn F. Tomfohrde, III Director 3/3/1997
- ---------------------------
Heinn F. Tomfohdre, III
/s/ David I. Barton Director 3/3/1997
- -------------------
David I. Barton
<PAGE>
SYBRON CHEMICALS INC.
EXECUTIVE BONUS PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No. Document
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).
<PAGE>
Notice to Eligible Employees
SYBRON CHEMICALS INC.
EXECUTIVE BONUS PLAN
-----------------
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933.
----------------
March 3, 1997
This Notice relates to shares of Common Stock, par value $0.01
per share (the "Common Stock"), of Sybron Chemicals Inc. (the "Company") that
may be issued pursuant to the Company's Executive Bonus Plan (the "Plan").
You may obtain without charge, upon oral or written request:
(a) additional copies of the attached Plan description (the "Plan Description")
and all subsequent amendments thereto; (b) additional copies of this Notice; (c)
the Company's Annual Report to Stockholders and such reports, proxy statements
and other shareholder communications as are required to be distributed, pursuant
to Rule 428(b) under the Securities Act of 1933, to employees participating in
the Plan; and (d) the following documents which are incorporated by reference in
the Registration Statement and which are incorporated by reference in this
Notice and the Plan Description:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996;
3. The description of the Common Stock contained in a
Registration Statement on Form 8-A filed March 25, 1992 under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including all
amendments or reports filed for the purposes of updating such description.
<PAGE>
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of the Registration
Statement and prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered by this
Notice and the Plan Description have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Notice and the Plan Description and to be a part hereof and thereof from
the date of filing of such documents.
Any statement contained in a document incorporated by
reference herein and in the Plan Description shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in the Plan Description (or in any other subsequently filed document which
also is incorporated by reference herein or in the Plan Description) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute a part of this Notice or the Plan Description except as so
modified or superseded.
Additional information concerning the Plan and/or its
administration and all requests for the documents described above should be
directed to the Company at Birmingham Road, P.O. Box 66, Birmingham, New Jersey
08011, Attention:
Stephen R. Adler (telephone: 609-893-1100).
----------------
No person has been authorized to give any information or to
make any representations other than as contained or incorporated by reference in
this Notice and the Plan Description and, if given or made, such information or
representation must not be relied upon. This Notice and the Plan Description do
not constitute an offer to sell, or a solicitation of an offer to buy, the
securities to which this Notice and the Plan Description relate in any
jurisdiction to any person to whom it is unlawful to make such an offer or
solicitation in such jurisdiction. Neither delivery of this Notice and the Plan
Description nor any sale made hereunder and thereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or the dates as of which
information is set forth in this Notice and in the Plan Description.
<PAGE>
Notice to Eligible Employees
SYBRON CHEMICALS INC.
EXECUTIVE BONUS PLAN DOCUMENT
-----------------
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1993.
----------------
March 3, 1997
1. Purpose.
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"). The Plan is not subject to the Employee Retirement
Income Security Act of 1974, as amended, and is not qualified under Section
401(a) of the Internal Revenue Code.
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
<PAGE>
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>
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
<PAGE>
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% 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.
<PAGE>
3. Administration.
This Plan shall be administered by the Committee. The
Committee is a committee appointed by the Board and its members serve at the
discretion of the Board. 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.
<PAGE>
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
<PAGE>
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. 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
<PAGE>
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.
<PAGE>
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.
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
<PAGE>
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.
(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:
<PAGE>
(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,
<PAGE>
(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 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.
<PAGE>
(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.
<PAGE>
(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. 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.
<PAGE>
(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
<PAGE>
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),
(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
<PAGE>
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
<PAGE>
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,
<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
<PAGE>
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.
<PAGE>
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 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. Shares issued under
the Plan may be shares that are held in treasury or that may be purchased in the
NASDAQ market.
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.
<PAGE>
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
<PAGE>
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.
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.
<PAGE>
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.
<PAGE>
SYBRON CHEMICALS INC.
Action by Unanimous Consent in Writing
of the Board of Directors
Dated February 28, 1997
The undersigned, constituting the entire Board of Directors of
SYBRON CHEMICALS INC., a Delaware corporation (the "Corporation"), by unanimous
consent in writing, without the formality of convening a meeting, do hereby
severally and collectively consent to the following actions of the Corporation.
WHEREAS, the Corporation plans to issue shares of its Common
Stock, $0.01 par value, to certain employees of the Corporation pursuant to the
Sybron Chemicals Inc. Executive Bonus Plan.
NOW THEREFORE, BE IT:
RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, on
behalf of and in the name of the Corporation, to execute and
cause to be filed with the
<PAGE>
Securities and Exchange Commission (the "Commission") a
Registration Statement on Form S-8 (the "Registration
Statement") for the purpose of registering under the
Securities Act of 1933, as amended (the "Act") the issuance by
the Corporation of 120,000 shares of Common Stock, $0.01 par
value, issuable pursuant to the Sybron Chemicals Inc.
Executive Bonus Plan (the "Plan");
RESOLVED, that the proper officers of the Corporation, acting
for and on behalf of the Corporation, be, and each of them
hereby is, authorized, empowered and directed to cause to be
executed and filed with the Commission such further amendments
or supplements to the Registration Statement as they may deem
necessary or desirable, or as may be required by the
Commission, each such amendment to be in such form as the
officer executing the same on the Corporation's behalf shall
approve (as conclusively evidenced by his execution thereof)
and to do such other acts or things and execute such other
documents as any of them may deem necessary or desirable to
cause the Registration Statement, as amended,
<PAGE>
to comply with and to become effective under the Act, and the
rules and regulations thereunder, and the doing by such
officers, or any of them, of any act, or the execution by any
of them of such documents in connection with the foregoing
matters shall conclusively establish their authority therefor
from the Corporation and the approval and ratification by the
Corporation of the action so taken and the documents so
executed;
RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed to
cause to be prepared Notices (the "Notices") relating to the
Plan, which documents will, in connection with the
Registration Statement, contain the disclosures required
pursuant to Part I of the Form S-8 and constitute part of a
prospectus meeting the requirements of Section 10(a) under the
Act covering the securities that are the subject of the
Registration Statement; such Notices to be generally in the
form approved by the proper officers of this Corporation, or
<PAGE>
any of them, with the advice of the Corporation's
counsel;
RESOLVED, that the proper officers of the Corporation, acting
for and on behalf of the Corporation, be, and each of them
hereby is, authorized, empowered and directed to cause to be
distributed to each person participating in the Plan, the
appropriate Notice;
RESOLVED, that the proper officers of the Corporation, acting
for and on behalf of the Corporation, be, and each of them
hereby is, authorized, empowered and directed to cause to be
prepared and distributed to the persons participating in the
Plan, such further amendments or supplements to the Notices as
they may deem necessary or desirable, or as may be required by
applicable law or regulation;
RESOLVED, that the proper officers of the Corporation
be, and each of them hereby is, authorized, empowered
<PAGE>
and directed, on behalf of the Corporation and in its name, to
execute and file or cause to be filed such consents to service
of process, powers of attorney, applications and other
documents with any state authorities, and to do such other
things and acts as such officers may deem necessary or
appropriate in order to register or qualify the securities
covered by the Registration Statement for offer and sale under
the securities or blue sky laws of any such state; provided,
however, that the Corporation shall not hereunder qualify as a
foreign corporation in any such state, or consent to service
of process in any such state other than with respect to claims
arising under the securities laws of such state;
RESOLVED, that there be, and there hereby is, adopted and
incorporated herein by reference the full text of any
resolution or resolutions in statutory or regulatory form that
may be required by any state authority in connection with any
such registration or qualification, and that the
<PAGE>
Secretary or any other appropriate officer of the Corporation
be, and he hereby is, authorized and empowered to certify to
any such state authority that any such form of resolution
required by such authority has been adopted, including among
the resolutions so adopted the following resolution under the
Uniform Securities Act:
RESOLVED, that it is desirable and in the best interest of
this Corporation that its securities be qualified or
registered for sale in the various states; that the Chairman
of the Board, President or any Vice President and the
Secretary or an Assistant Secretary hereby are authorized to
determine the states in which appropriate action shall be
taken to qualify or register for sale all or such part of the
securities of this Corporation as said officers may deem
advisable; that said officers are hereby authorized to perform
on behalf of this Corporation any and all such acts as they
may deem necessary or advisable in order to comply with the
applicable laws of any such states, and in
<PAGE>
connection therewith to execute and file all requisite papers
and documents, including but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments
of attorneys for service of process; and the execution by such
officers of any such paper or document or the doing by them of
any act in connection with the foregoing matters shall
conclusively establish their authority therefor from this
Corporation and the approval and ratification by this
Corporation of the papers and documents so executed and the
action so taken;
RESOLVED, that for the purpose of facilitating the signing,
filing, amending and supplementing of the aforesaid
Registration Statement, Lawrence R. Hoffman be, and hereby is,
designated an attorney and agent for the Corporation; and each
of the officers and directors of the Corporation is authorized
to grant their several powers of attorney and the powers of
attorney of the Corporation to said person by executing and
delivering to such individual on behalf of the Corporation and
themselves as
<PAGE>
such officers and directors powers of attorney appearing
on the signature pages of the Registration Statement;
RESOLVED, that for the purposes of registering the respective
securities to be covered by the Registration Statement,
Lawrence R. Hoffman is hereby appointed as the Corporation's
agent for service of process;
RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed to
cause the Corporation to pay any and all expenses and fees
arising in connection with the registration of the respective
securities to be covered by the Registration Statement and any
filing of applications under the securities or blue sky laws
of the various states and jurisdictions of the United States,
and otherwise in connection with the foregoing resolutions;
RESOLVED, that the proper officers of the Corporation
be, and each of them hereby is, authorized and
<PAGE>
empowered, on behalf of the Corporation and in its name, to
make all such arrangements, to do and perform all such acts
and things, and to execute and deliver all such officers'
certificates and such other instruments and documents as they
may deem necessary or appropriate in order to effectuate fully
the purpose of each and all of the foregoing resolutions, and
any and all actions taken heretofore and hereafter to
accomplish such purposes, all or singular, be, and they hereby
are, approved, ratified and confirmed.
/s/ Richard M. Klein /s/ David I. Barton
---------------------- ---------------------
Richard M. Klein David I. Barton
/s/ John H. Schroeder /s/ Paul C. Schorr IV
--------------------- ---------------------
John H. Schroeder Paul C. Schorr IV
/s/ Heinn F. Tomfohrde, III
---------------------------
Heinn F. Tomfohdre, III
<PAGE>
(215) 977-2000
March 3, 1997
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 120,000 shares of the Company's Common
Stock, $0.01 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>
Sybron Chemicals Inc.
March 3, 1997
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 15, 1996, which appears on
page F-2 of Sybron Chemicals Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1995.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Philadelphia, PA
March 3, 1997
