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.
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(Exact name of registrant as specified in its charter)
Delaware 1-0301280
(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.
1992 Stock Option Plan
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(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
(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
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(l) Per Share(2) Offering Price Fee
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Common Stock, 420,000 18.50 7,770,000 2,565
$0.01 par value
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(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, recapitalization 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 American Stock Exchange on June 18, 1997.
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<PAGE>
PART 11
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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, 1996.
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 1997.
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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
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Item 6. Indemnification of Directors and Officers.
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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 or her being a director or officer of
the Registrant if it is determined that he or she 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 or she
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 or her 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 Delaware General Corporation Law. 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 attomeys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by any of 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 any of them by reason of any such person's
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 Company for liabilities incurred by such
person in connection with services rendered by such person for or at the request
of the Company, its parent or any of its subsidiaries. The provisions of Section
7.1 are applicable to
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all actions, suits or proceedings commenced after the adoption of Section 7.1,
whether arising out of acts or omissions that 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 his
or her official capacity and as to action in another capacity while holding such
office.
Section 7.2 of the By-Laws provides that expenses (including
attomey'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 such person is 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 such person and incurred by such person in any such
capacity, or arising out of his or her status as such, whether or not the
Company would have the power to indemnify such person against such liability
under law.
The Company has purchased directors' and officers' liability
insurance.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
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The following Exhibits are filed as part of this Registration
Statement:
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<PAGE>
Exhibit No.
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4 Sybron Chemicals Inc. 1992 Stock Option Plan
(Incorporated by reference to Exhibit 10.5 to the
Company's Form S-1 filed with the Securities and
Exchange Commission on March 31, 1992).
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 Attomey (included on signature page in Part II
of the Registration Statement).
Item 9. Undertakings.
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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 end 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; 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, as amended (the
"Exchange Act"), that are incorporated by reference in the Registration
Statement.
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<PAGE>
(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.
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<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 18th day of June, 1997.
SYBRON CHEMICALS INC.
By: /s/ Lawrence R. Hoffman
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Lawrence R. Hoffman, Secretary
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<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Lawrence R. Hoffman and Richard
M. Klein, and either of them, the undersigned's true and lawful attomey-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 attomey-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 lawfullv 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 and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Richard M. Klein Chairman of the Board of Directors, June 18,1997
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Richard M. Klein President and Chief Executive Officer
(Principal Executive Officer)
/s/ Lawrence R. Hoffman Acting Chief Financial Officer and June 18,1997
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Lawrence R. Hoffman Acting Chief Accounting Officer
/s/ John H. Schroeder Executive Vice President- June 18,1997
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John H. Schroeder Environmental Products and
Services and Director
/s/ Paul C. Schorr, IV Director June 18,1997
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Paul C. Schorr, IV
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<PAGE>
Signature Title Date
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/s/ Heinn F. Tomfohrde, III Director June 18, 1997
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Heinn F. Tomfohrde, III
/s/ David I. Barton Director June 18, 1997
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David I. Barton
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<PAGE>
1992 STOCK OPTION PLAN
SYBRON CHEMICALS INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No. Document
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4 Sybron Chemicals Inc. 1992 Stock Option Plan (Amended and
Restated Effective as of April 19, 1996).
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 11
of the Registration Statement).
SYBRON CHEMICALS INC.
1992 STOCK OPTION PLAN
(Amended and Restated Effective as of April 19, 1996)
1. Purpose. SYBRON CHEMICALS INC. (the "Company") hereby amends and
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restates the SYBRON CHEMICAL INDUSTRIES INC. 1992 STOCK OPTION PLAN,
redesignating it as the SYBRON CHEMICALS INC. 1992 STOCK OPTION PLAN (the
"Plan"), as set forth herein, subject to the approval of the stockholders of the
Company. The Plan is intended to recognize the contributions made to the Company
by key employees of the Company or any Affiliate of the Company (as defined
below), to provide such persons with additional incentive to devote themselves
to the future success of the Company or an Affiliate of the Company, and to
improve the ability of the Company or an Affiliate of the Company to attract,
retain, and motivate individuals upon whom the Company's sustained growth and
financial success depend, by providing such persons with an opportunity to
acquire or increase their proprietary interest in the Company through receipt of
rights to acquire the Company's Common Stock, par value $.01 per share (the
"Common Stock"). In addition, the Plan is intended as an additional incentive to
Non-employee Directors (as hereinafter defined) to serve on the Board of
Directors and to devote themselves to the future success of the Company by
providing them with an opportunity to acquire or increase their proprietary
interest in the Company through the receipt of rights to acquire Common Stock.
2. Definitions. Unless the context clearly indicates otherwise, the
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following terms shall have the following meanings:
"Affiliate" means a corporation which is a parent corporation or a
subsidiary corporation within the meaning of section 424(e) or (f) of the Code.
"Board of Directors" means the Board of Directors of the Company.
"Change of Control" shall have the meaning as set forth in Section 10 of
the Plan.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the non-employee members of the Board of Directors or a
committee designated by the Board of Directors as described in Section 3 of the
Plan.
"Company" means Sybron Chemicals Inc., a Delaware corporation.
"Director" means a member of the Board of Directors.
"Disability" shall have the meaning set forth in section 22(e)(3) of the
Code.
"Fair Market Value" shall have the meaning set forth in Subsection 8(b) of
the Plan.
<PAGE>
"ISO" means an Option granted under the Plan which is intended to qualify
as an "incentive stock option" within the meaning of section 422(b) of the Code.
"Non-employee Director" means a member of the Board of Directors who is not
an employee of the Company or an Affiliate of the Company.
"Non-qualified Stock Option" means an Option granted under the Plan which
is not intended to qualify, or otherwise does not qualify, as an "incentive
stock option" within the meaning of section 422(b) of the Code.
"Option" means either an ISO or a Non-qualified Stock Option granted under
the Plan.
"Optionee" means a person to whom an Option has been granted under the
Plan, which Option has not been exercised and has not expired or terminated.
"Option Document" means the document described in Section 8 or Section 9 of
the Plan, as applicable, which sets forth the terms and conditions of each grant
of Options.
"Option Price" means the price at which Shares may be purchased upon
exercise of an Option, as calculated pursuant to Subsection 8(b) or Subsection
9(a) of the Plan.
"Shares" means the shares of Common Stock of the Company which are the
subject of Options.
3. Administration of the Plan. The Plan shall be administered by a
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committee composed of two or more of the members of the Board of Directors;
however, the Board of Directors may designate two committees to operate and
administer the Plan in its stead, one of such committees composed of two or more
of its Non-employee Directors to operate and administer the Plan with respect to
each person who is a "Principal Officer" (as defined below), and the other such
committee composed of two or more Directors (which may include Directors who are
also employees of the Company) to operate and administer the Plan with respect
to each person other than a "Principal Officer." Any of such committees
designated by the Board of Directors is referred to as the "Committee." As used
herein, the term "Principal Officer" means a person who is an "officer" of the
Company, within the meaning of as Rule 16a-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, or any successor regulation. In all events, to
the extent any administrative action under the Plan is required with respect to
options granted to Non-employee Directors under Section 9, the Plan will be
administered by the Board of Directors.
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<PAGE>
(a) Meetings. The Committee shall hold meetings at such times and
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places as it may determine. Acts approved at a meeting by a majority of the
members of the Committee or acts approved in writing by the unanimous consent
of the members of the Committee shall be the valid acts of the Committee.
(b) Grants. The Committee shall from time to time at its discretion
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direct the Company to grant Options pursuant to the terms of the Plan. The
Committee shall have plenary authority to (i) determine the Optionees to whom,
the times at which, and the price at which Options shall be granted,
(ii) determine the type of Option to be granted and the number of Shares
subject thereto, and (iii) approve the form and terms and conditions of the
Option Documents; all subject, however, to the express provisions of the Plan.
In making such determinations, the Committee may take into account the nature
of the Optionee's services and responsibilities, the Optionee's present and
potential contribution to the Company's success and such other factors as it may
deem relevant. The interpretation and construction by the Committee of any
provisions of the Plan or of any Option granted under it shall be final, binding
and conclusive.
(c) Exculpation. No member of the Board of Directors shall be
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personally liable for monetary damages for any action taken or any failure
to take any action in connection with the administration of the Plan or the
granting of Options under the Plan, provided that this Subsection 3(c) shall
not apply to (i) any breach of such member's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, (iii) acts or
omissions that would result in liability under Section 174 of the General
Corporation Law of the State of Delaware, as amended, and (iv) any transaction
from which the member derived an improper personal benefit.
(d) Indemnification. Service on the Committee shall constitute service
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as a member of the Board of Directors of the Company. Each member of the
Committee shall be entitled, without further act on his part, to indemnity from
the Company to the fullest extent provided by applicable law and the Company's
Certificate of Incorporation and/or By-laws in connection with or arising out of
any action, suit or proceeding with respect to the administration of the Plan or
the granting of Options thereunder in which he or she may be involved by reason
of his or her being or having been a member of the Committee, whether or not he
or she continues to be such member of the Committee at the time of the action,
suit or proceeding.
4. Grants under the Plan. Grants under the Plan may be in the form of a
----------------------
Non-qualified Stock Option, and/or an ISO or a combination thereof, at the
discretion of the Committee.
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5. Eligibility. All key employees and members of the Board of Directors
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shall be eligible to receive Options hereunder, provided, however, that
Non-employee Directors may receive Options only pursuant to Section 9. The
Committee, in its sole discretion, shall determine whether an individual
qualifies as a key employee.
6. Shares Subject to Plan. The aggregate number of Shares for which Options
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may be granted pursuant to the Plan, subject to adjustment as provided in
Section 10 of the Plan, is five hundred sixty thousand (560,000) less the
amount, if any, used to satisfy the requirements of the Sybron Chemicals Inc.
Executive Bonus Plan. The Shares shall be issued from authorized and unissued
Common Stock or Common Stock held in or hereafter acquired for the treasury of
the Company. If an Option terminates or expires without having been fully
exercised for any reason, the Shares for which the Option was not exercised may
again be the subject of one or more Options granted pursuant to the Plan.
7. Term of the Plan. The Plan became effective as of May 1, 1992 and was
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approved by the stockholders of the Company. No Option may be granted under the
Plan after January 31, 2002. If the Plan as amended and restated herein is not
approved by the stockholders of the Company within twelve (12) months of the
date of the adoption of this amended and restated Plan by the Board of
Directors, the Plan, as in effect prior to its amendment and restatement shall
remain in effect and this amended and restated Plan shall be null and void.
8. Option Documents and Terms. Each Option granted under the Plan shall be
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a Non-qualified Stock Option unless the Option shall be specifically designated
at the time of grant to be an ISO for Federal income tax purposes. If any Option
designated an ISO is determined for any reason not to qualify as an incentive
stock option within the meaning of Section 422 of the Code, such Option shall be
treated as a Non-qualified Stock Option for all purposes under the provisions of
the Plan. Options granted pursuant to the Plan shall be evidenced by the Option
Documents in such form as the Committee shall from time to time approve, which
Option Documents shall comply with and be subject to the following terms and
conditions and include such other terms and conditions as the Committee shall
from time to time require which are not inconsistent with the terms of the Plan.
However, the provisions of this Section 8 shall not be applicable to Options
granted to Non-employee Directors except as otherwise provided in Subsection
9(c).
(a) Number of Option Shares. Each Option Document shall state the
-----------------------
number of Shares to which it pertains. An Optionee may receive more than one
Option, which may include Options which are intended to be ISOs and Options
which are not intended to be ISOs, but only on the terms and subject to the
conditions and restrictions of the Plan. Notwithstanding anything to the
contrary contained herein, no employee shall be granted
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<PAGE>
Options to acquire more than seventy five thousand (75,000) Shares during any
one calendar year.
(b) Option Price. Each Option Document shall state the Option Price
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which (i) for each ISO, shall be at least 100% of the Fair Market Value of the
Shares at the time the Option is granted as determined by the Committee in
accordance with this Subsection 8(b); and (ii) for each Non-qualified Stock
Option, shall be at the Option Price established by the Committee provided,
however, that if an ISO is granted to an Optionee who then owns, directly or by
attribution under section 424(d) of the Code, shares possessing more than
10% of the total combined voting power of all classes of stock of the Company
or an Affiliate of the Company, then the Option Price shall be at least 110%
of the Fair Market Value of the Shares at the time the Option is granted. If
the Common Stock is traded in a public market, then the Fair Market Value per
share shall be, if the Shares are listed on a national securities exchange or
included in the NASDAQ National Market System, the last reported sale price
thereof on the date of grant, or, if the Shares are not so listed or included,
the mean between the last reported "bid" and "asked" prices thereof, as reported
on NASDAQ or, if not so reported, as reported by the National Daily Quotation
Bureau, Inc., or as reported in a customary financial reporting service, as
applicable and as the Committee determines.
(c) Exercise. No Option shall be deemed to have been exercised prior
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to the receipt by the Company of written notice of such exercise and of payment
in full of the Option Price for the Shares to be purchased. Each such notice
shall specify the number of Shares to be purchased and shall (unless the Shares
are covered by a then current registration statement or a Notification
under Regulation A under the Securities Act of 1933, as amended (the "Act")),
contain the Optionee's acknowledgment in form and substance satisfactory to the
Company that (a) such Shares are being purchased for investment and not for
distribution or resale (other than a distribution or resale which, in the
opinion of counsel satisfactory to the Company, may be made without violating
the registration provisions of the Act), (b) the Optionee has been advised and
understands that (i) the Shares have not been registered under the Act and
are "restricted securities" within the meaning of Rule 144 under the Act and
are subject to restrictions on transfer and (ii) the Company is under no
obligation to register the Shares under the Act or to take any action which
would make available to the Optionee any exemption from such registration,
(c) such Shares may not be transferred without compliance with all applicable
federal and state securities laws, and (d) an appropriate legend referring to
the foregoing restrictions on transfer and any other restrictions imposed under
the Option Documents may be endorsed on the certificates. Notwithstanding the
foregoing, if the Company determines that issuance of Shares should be delayed
pending (A) registration under federal or state securities laws, (B) the
receipt of an opinion that an appropriate exemption from such registration is
available, (C) the listing or inclusion of the Shares on any securities
exchange or an automated quotation system or (D) the consent or approval of
any governmental regulatory body whose consent or approval is necessary in
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<PAGE>
connection with the issuance of such Shares, the Company may defer exercise of
any Option granted hereunder until any of the events described in this
Subsection 8(c) has occurred.
(d) Medium of Payment. An Optionee shall pay for Shares (i) in cash,
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(ii) by certified check payable to the order of the Company, or (iii) by such
other mode of payment as the Committee may approve, including payment through a
broker in accordance with procedures permitted by Regulation T of the Federal
Reserve Board. Furthermore, the Committee may provide in an Option Document that
payment may be made in whole or in part in shares of the Company's Common Stock
held by the Optionee for at least six months. If payment is made in whole or in
part in shares of the Company's Common Stock, then the Optionee shall deliver
to the Company certificates registered in the name of such Optionee representing
the shares owned by such Optionee, free of all liens, claims and encumbrances of
every kind and having an aggregate Fair Market Value on the date of delivery
that is at least as great as the Option Price of the Shares (or relevant portion
thereof) with respect to which such Option is to be exercised by the payment in
shares of Common Stock, accompanied by stock powers duly endorsed in blank by
the Optionee. In the event that certificates for shares of the Company's Common
Stock delivered to the Company represent a number of shares in excess of the
number of shares required to make payment for the Option Price of the Shares (or
relevant portion thereof) with respect to which such Option is to be exercised
by payment in shares of Common Stock, the stock certificate issued to the
Optionee shall represent (i) the Shares in respect of which payment is made, and
(ii) such excess number of shares. Notwithstanding the foregoing, the Committee
may impose from time to time such limitations and prohibitions on the use of
shares of the Common Stock to exercise an Option as it deems appropriate.
(e) Termination of Options.
-----------------------
(i) No Option shall be exercisable after the first to occur of
the following:
(A) Expiration of the Option term specified in the
Option Document, which shall not exceed (1) ten years from the date of grant, or
(2) five years from the date of grant of an ISO if the Optionee on the date of
grant owns, directly or by attribution under section 424(d) of the Code, shares
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of an Affiliate of the Company;
(B) Expiration of ninety (90) days from the date the
Optionee's employment or service with the Company or its Affiliates terminates
for any reason other than Disability or death or as otherwise specified in
Subsection 8(e)(i)(D) or Section 9 below;
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<PAGE>
(C) Expiration of one year from the date the
Optionee's employment or service with the Company or its Affiliates terminates
due to the Optionee's Disability or death;
(D) A finding by the Committee, after full
consideration of the facts presented on behalf of both the Company and the
Optionee, that the Optionee has breached his employment or service contract with
the Company or an Affiliate of the Company, or has been engaged in any sort of
disloyalty to the Company or an Affiliate of the Company, including, without
limitation, fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his employment or service, or has disclosed trade
secrets or confidential information of the Company or an Affiliate of the
Company. In such event, in addition to immediate termination of the Option, the
Optionee shall automatically forfeit all Shares for which the Company has not
yet delivered the share certificates upon refund by the Company of the Option
Price. Notwithstanding anything herein to the contrary, the Company may withhold
delivery of share certificates pending the resolution of any inquiry that could
lead to a finding resulting in a forfeiture.
(E) The date, if any, set by the Board of Directors as
an accelerated expiration date pursuant to Section 10 hereof.
(ii) Notwithstanding the foregoing, the Committee may
extend the period during which an Option may be exercised to a date no later
than the date of the expiration of the Option term specified in the Option
Documents, provided that any change pursuant to this Subsection 8(e)(ii) that
would cause an ISO to become a Non-qualified Stock Option may be made only with
the consent of the Optionee.
(f) Transfers. No Option granted under the Plan may be
---------
transferred, except by will or by the laws of descent and distribution. During
the lifetime of the person to whom an Option is granted, such Option may be
exercised only by him. Notwithstanding the foregoing, a Non-qualified Stock
Option may be transferred pursuant to the terms of a "qualified domestic
relations order," within the meaning of sections 401(a)(13) and 414(p) of the
Code or within the meaning of Title I of the Employee Retirement Income Security
Act of 1974, as amended.
(g) Holding Period. No Option granted under the Plan may be
--------------
exercised unless one year, or such greater period of time as may be specified in
the Option Documents, has elapsed from the date of grant.
(h) Limitation on ISO Grants. In no event shall the aggregate
------------------------
fair market value of the shares (determined at the time the ISO is granted) with
respect to which incentive stock options are, under all incentive stock option
plans of the Company or its
-7-
<PAGE>
Affiliates, exercisable for the first time by the Optionee during any calendar
year exceed $100,000.
(i) Other Provisions. The Option Documents shall contain such
----------------
other provisions including, without limitation, provisions authorizing the
Committee to accelerate the exercisability of all or any portion of an Option
granted pursuant to the Plan, additional restrictions upon the exercise of the
Option or additional limitations upon the term of the Option, as the Committee
shall deem advisable.
(j) Amendment. The Committee shall have the right to amend
---------
Option Documents issued to an Optionee, subject to the Optionee's consent if
such amendment is not favorable to the Optionee, except that the consent of the
Optionee shall not be required for any amendment made under Section 10 of the
Plan.
9. Special Provisions Relating to Grants of Options to Directors. Options
--------------------------------------------------------------
granted pursuant to the Plan to Non-employee Directors shall be granted, without
any further action by the Committee, in accordance with the terms and conditions
set forth in this Section 9. Options granted pursuant to this Section 9 shall be
evidenced by Option Documents in such form as the Committee shall from time to
time approve, which Option Documents shall comply with and be subject to the
following terms and conditions and such other terms and conditions as the
Committee shall from time to time require which are not inconsistent with the
terms of the Plan.
(a) Timing of Grants; Number of Shares Subject of Options;
------------------------------------------------------
Exercisability of Options; Option Price. Each Non-employee Director shall be
- ---------------------------------------
granted annually, on the first business day of each calendar year, commencing
with the year 1996, an Option to purchase four thousand (4,000) Shares (or such
smaller number of shares as may be determined under the formula described in the
last sentence of this Section 9(a) with respect to a Non-employee Director who
did not serve as a member of the Board of Directors for the entire preceding
calendar year). Grants under this Section 9 shall be made only to those Non-
employee Directors who are members of the Board of Directors as of the grant
date. Each Non-employee Director who is entitled to the grant of an Option under
this Section 9(a), but who was not a member of the Board of Directors for the
entire calendar year preceding the date of grant of the Option, shall receive an
option for a number of shares equal to 4,000 multiplied by a fraction, the
numerator of which is the number of days during the preceding calendar that the
Non-employee Director was a member of the Board of Directors, and the
denominator of which is the number of days in the preceding calendar year.
(i) Each Option granted under this Section 9 shall be a Non-
qualified Stock Option.
-8-
<PAGE>
(ii) Options granted under this Section 9 shall vest and
become exercisable to the extent of fifty percent (50%) of the Option on the
last business day of the calendar year following the calendar year in which the
Option was granted, and shall become fully exercisable on the last business day
of the second calendar year following the calendar year in which the Option was
granted. Notwithstanding anything to the contrary contained herein, in the event
an Optionee terminates his or her service as a member of the Board of Directors,
such Optionee's Options granted under this Section 9 shall be exercisable only
to the extent they were exercisable as of the date of such termination of
service.
(iii) The Option Price shall be equal to the Fair Market Value
of the Shares on the last business day of the calendar year preceding the date
on which the Option is granted.
(b) Termination of Options Granted Pursuant to Section 9. All
----------------------------------------------------
Options granted pursuant to this Section 9 shall be exercisable until the first
to occur of the following:
(i) Expiration of ten (10) years from the date of grant; or
(ii) Expiration of ninety (90) days from the date the
Optionee's service as a Director terminates for any reason; provided, however,
that options that are not exercisable as of the date the Optionee's service as a
Director terminates shall not become exercisable thereafter, and shall terminate
as of the date such Optionee's service as a Director terminates.
(c) Applicability of Provisions of Section 8 to Options Granted
-----------------------------------------------------------
Pursuant to Section 9. Except as may be otherwise specifically required under
- ---------------------
this Section 9, the following provisions of Section 8 shall be applicable to
Options granted pursuant to this Section 9: Subsection 8(a); the last sentence
of Subsection 8(b); Subsection 8(c); Subsection 8(d) (provided that Option
Documents relating to Options granted pursuant to this Section 9 shall provide
that payment may be made in whole or in part in Shares of Company Common Stock
that have been held by the Optionee for six (6) months or longer); Subsection
8(f); and Subsection 8(i).
10. Change of Control. In the event of a Change of Control, Options granted
-----------------
pursuant to the Plan and held by Optionees who are employees or members of the
Board of Directors at the time of a Change of Control shall become immediately
exercisable in full. In addition, in the event of a Change of Control, the
Committee may take whatever action it deems necessary or desirable with respect
to the Options outstanding (other than Options granted pursuant to Section 9),
including, without limitation, accelerating the
-9-
<PAGE>
expiration or termination date in the respective Option Documents to a date no
earlier than thirty (30) days after notice of such acceleration is given to the
Optionees.
A "Change of Control" shall be deemed to have occurred upon the earliest to
occur of the following events: (i) the date the stockholders of the Company (or
the Board of Directors, if stockholder action is not required) approve a plan or
other arrangement pursuant to which the Company will be dissolved or liquidated,
or (ii) the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) approve a definitive agreement to sell or
otherwise dispose of substantially all of the assets of the Company, or (iii)
the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) and the stockholders of the other
constituent corporation (or its board of directors if stockholder action is not
required) have approved a definitive agreement to merge or consolidate the
Company with or into such other corporation, other than, in either case, a
merger or consolidation of the Company in which holders of shares of the
Company's Common Stock immediately prior to the merger or consolidation will
hold at least a majority of the ownership of common stock of the surviving
corporation (and, if one class of common stock is not the only class of voting
securities entitled to vote on the election of directors of the surviving
corporation, a majority of the voting power of the surviving corporation's
voting securities) immediately after the merger or consolidation, which common
stock (and if applicable voting securities) is to be held in the same proportion
as such holders' ownership of Common Stock of the Company immediately before the
merger or consolidation, or (iv) the date any entity, person or group within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act
of 1934, as amended (other than (A) the Company or any of its subsidiaries or
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any of its subsidiaries, or (B) any person who, on the date the Plan
is effective, shall have been the beneficial owner of or have voting control
over shares of Common Stock of the Company, possessing more than twenty-five
percent (25%) of the aggregate voting power of the Company's Common Stock)
sponsored or maintained by the Company or any of its subsidiaries, shall have
become the beneficial owner of, or shall have obtained voting control over, more
than twenty-five percent (25%) of the outstanding shares of the Company's Common
Stock, or (v) the first day after the date this Plan is effective when Directors
are elected such that a majority of the Board of Directors shall have been
members of the Board of Directors for less than two (2) years, unless the
nomination for election of each new Director who was not a Director at the
beginning of such two (2) year period was approved by a vote of at least
two-thirds of the Directors then still in office who were Directors at the
beginning of such period.
11. Adjustments on Changes in Capitalization. The aggregate number of
------------------------------------------
Shares and class of shares as to which Options may be granted hereunder, the
number and class or classes of shares covered by each outstanding Option and the
Option Price, shall be appropriately adjusted in the event of a stock dividend,
stock split, recapitalization or other
-10-
<PAGE>
change in the number or class of issued and outstanding equity securities of the
Company resulting from a subdivision or consolidation of the Common Stock
and/or, if appropriate, other outstanding equity securities or a
recapitalization or other capital adjustment (not including the issuance of
Common Stock on the conversion of other securities of the Company which are
convertible into Common Stock) affecting the Common Stock which is effected
without receipt of consideration by the Company. The Committee shall have
authority to determine the adjustments to be made under this Section, and any
such determination by the Committee shall be final, binding and conclusive;
provided, however, that no adjustment shall be made which will cause an ISO to
lose its status as such without the consent of the Optionee, except for
adjustments made pursuant to Section 10 hereof.
12. Amendment of the Plan. The Board of Directors of the Company may amend
---------------------
the Plan from time to time in such manner as it may deem advisable.
Nevertheless, the Board of Directors of the Company may not: (i) change the
class of individuals eligible to receive an ISO, (ii) increase the maximum
number of shares as to which Options may be granted, or (iii) make any other
change or amendment as to which stockholder approval is required in order to
satisfy the conditions set forth in Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended, without obtaining approval, within twelve
months before or after such action, by vote of a majority of the votes cast at a
duly called meeting of the stockholders at which a quorum representing a
majority of all outstanding voting stock of the Company is, either in person or
by proxy, present and voting on the matter. In addition, no amendment to the
Plan shall adversely affect any outstanding Option without the consent of the
Optionee.
13. No Commitment to Retain. The grant of an Option pursuant to the 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 Affiliate of the Company
to retain the Optionee in the employ of the Company or an Affiliate of the
Company and/or as a member of the Company's Board of Directors or in any other
capacity.
14. Withholding of Taxes. Whenever the Company proposes or is required to
--------------------
deliver or transfer Shares in connection with the exercise of an Option, 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 such Shares or (b) take whatever other
action it deems necessary to protect its interests with respect to tax
liabilities. The Company's obligation to make any delivery or transfer of Shares
shall be conditioned on the Optionee's compliance, to the Company's
satisfaction, with any withholding requirement.
-11-
<PAGE>
15. Interpretation. The Plan is intended to enable transactions under the
--------------
Plan with respect to Directors and officers (within the meaning of Section 16(a)
under the Securities Exchange Act of 1934, as amended) to satisfy the conditions
of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended;
any provision of the Plan which would cause a conflict with such conditions
shall be deemed null and void to the extent permitted by applicable law and in
the discretion of the Board of Directors.
-12-
Law Offices
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, PA 19102-2678
(215) 977-2000
Facsimile: (215) 977-2334
June 18, 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. 1992 Stock Option 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
420,000 shares of the Company's Common Stock, $0.01 par value (the "Common
Stock"), that may be issued under the Company's 1992 Stock Option 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 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.
<PAGE>
Sybron Chemicals Inc.
June 18, 1996
Page 2
We hereby expressly consent to the inclusion of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
WOLF, BLOCK, SCHORR and SOLIS-COHEN
/s/ Wolf, Block, Schorr and Solis-Cohen
---------------------------------------
PRICE WATERHOUSE LLP
30 S. 17th Street
Philadelphia, PA 19103
June 18, 1997
Consent of Independent Accounts
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 19, 1997 on page F-2 of
Sybron Chemicals Inc.'s Annual Report on Form 10-K for the year ended December
31, 1996.
PRICE WATERHOUSE LLP
/s/ Price Waterhouse LLP
------------------------
