As filed with the Securities and Exchange Commission on May 17,
1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SEALED AIR CORPORATION
(Exact Name of Issuer as Specified in its Charter)
Delaware No. 22-1682767
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Park 80 East
Saddle Brook, New Jersey 07663-5291
(Address and Zip Code of Principal Executive Offices)
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
OF SEALED AIR CORPORATION
(Full Title of the Plan)
H. KATHERINE WHITE, ESQ.
Assistant General Counsel and Secretary
SEALED AIR CORPORATION
Park 80 East
Saddle Brook, New Jersey 07663-5291
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service:
201-791-7600
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount of
securities maximum maximum registration
to be Amount to be offering aggregate fee
registered registered price per offering
unit price
Common Stock- 67,800 $1.00 per share $1,137,284 $392.17
par value shares for 36,400 shares*
$0.01 per and $35.06 per
share share for 31,400
shares**
*Fee for shares registered for future offerings under the
Restricted Stock Plan for Non-Employee Directors, estimated
solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) and (c) and based on the average of
the high and low prices of the Corporation's Common Stock
reported in the consolidated reporting system for New York Stock
Exchange traded securities on May 13, 1996.
**Fee for shares covered by enclosed reoffer prospectus covering
31,400 restricted securities previously issued under the
Restricted Stock Plan for Non-Employee Directors that is being
filed with this Registration Statement on Form S-8, estimated
solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low
prices of the Corporation's Common Stock reported in the
consolidated reporting system for New York Stock Exchange traded
securities on May 13, 1996.
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PROSPECTUS
31,400 SHARES
SEALED AIR CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to 31,400 outstanding shares
(the "Shares") of common stock, par value $0.01 per share (the
"Common Stock"), of Sealed Air Corporation, a Delaware
corporation ("Sealed Air"), that may be sold by certain
stockholders (the "Selling Stockholders") of Sealed Air. All
Selling Stockholders are present or former directors of Sealed
Air. See "Plan of Distribution" for a brief description of the
plan of distribution of the Shares. Sealed Air will not receive
any proceeds from the sale of the Shares. All share amounts in
this Prospectus have been adjusted to reflect two-for-one split-
ups of the Common Stock in the nature of stock dividends
distributed in September 1992 and September 1995.
The Common Stock is traded on the New York Stock
Exchange. The last reported sale price of Sealed Air Common
Stock on the New York Stock Exchange-Composite Transaction Index
on May 16, 1996 was $36.00 per share.
Neither delivery of this Prospectus nor any disposition
or acquisition of Common Stock made pursuant to this Prospectus
shall, under any circumstances, create any implication that there
has been no change in the information set forth herein or
incorporated by reference herein since the date of this
Prospectus or since the dates as of which information is set
forth herein or incorporated by reference herein. No person is
authorized to give any information or to make any representations
other than as contained herein, and if given or made, such
information or representations must not be relied upon as having
been authorized by Sealed Air. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
shares of the Common Stock in any state to any person to whom it
is unlawful to make such offer or solicitation in such state.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is May 17, 1996.
<PAGE>
STATEMENT OF AVAILABLE INFORMATION
Sealed Air is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission ("SEC"). Such reports, proxy statements and other
information filed by Sealed Air can be inspected and copied at
the Public Reference Section of the SEC located at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at regional
public reference facilities maintained by the SEC located at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and at
7 World Trade Center, Suite 1300, New York, New York 10048.
Certain of such materials are also available through the SEC's
Electronic Data Gathering and Retrieval System ("EDGAR"). Copies
of such material can be obtained from the Public Reference
Section of the SEC by mail at prescribed rates. Requests should
be directed to the SEC's Public Reference Section, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Sealed Air's reports, proxy statements and other information
concerning Sealed Air can also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York
10005.
Sealed Air has filed with the SEC a Registration
Statement (together with all amendments and exhibits thereto,
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), covering the securities offered
hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which
are omitted from this Prospectus in accordance with the rules and
regulations of the SEC. For further information, reference is
made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Sealed Air (File No.
1-7834) with the SEC are hereby incorporated by reference into
this Prospectus:
(a) Sealed Air's Annual Report on Form 10-K for the
year ended December 31, 1995, which incorporates by reference
audited consolidated financial statements of Sealed Air for the
three years ended December 31, 1995 that appear in Sealed Air's
1995 Annual Report to Stockholders;
(b) Sealed Air's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; and
(c) the description of Sealed Air's capital stock
which is contained in Item 1 of Sealed Air's Registration
Statement on Form 8-A dated May 1, 1979.
All documents filed by Sealed Air with the SEC pursuant
to Section 13(a), 13 (c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering of the securities covered by this
Prospectus shall be deemed to be
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incorporated by reference in this Prospectus and to be a part hereof
from the respective date of filing of each such document.
Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed documents which also is or is deemed
to be incorporated by reference herein or in any prospectus
supplement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
COPIES OF THE ABOVE DOCUMENTS (EXCLUDING EXHIBITS TO
SUCH DOCUMENTS, UNLESS SUCH EXHIBITS HAVE BEEN SPECIFICALLY
INCORPORATED BY REFERENCE THEREIN) MAY BE OBTAINED UPON ORAL OR
WRITTEN REQUEST WITHOUT CHARGE BY THE SECRETARY, SEALED AIR
CORPORATION, PARK 80 EAST, SADDLE BROOK, NEW JERSEY 07663-5291
(TELEPHONE NUMBER 201-791-7600).
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THE COMPANY
Sealed Air Corporation and its subsidiaries are engaged
primarily in the manufacture and marketing of protective and
specialty packaging materials and systems.
Originally formed in 1960, Sealed Air is incorporated
in the State of Delaware, and its principal executive office is
located at Park 80 East, Saddle Brook, New Jersey 07663-5291
(Telephone: 201-791-7600).
SELLING STOCKHOLDERS
The Shares subject to this offering, as listed below,
may be offered hereunder from time to time by the Selling
Stockholders named below so long as the Registration Statement of
which this Prospectus forms a part remains effective:
Number of Shares Number of Shares
Name of Selling Held Prior Subject to
Stockholder to This Offering This Offering
John K. Castle 10,536 5,200
Lawrence R. Codey 3,400 3,200
Charles F. Farrell, Jr. 22,200 5,800
David Freeman 3,200 3,200
Shirley A. Jackson 6,000 2,400
Alan H. Miller 479,210 5,800
Robert L. San Soucie 9,000 5,800
All of the Shares subject to this offering were issued
by Sealed Air pursuant to the Restricted Stock Plan for Non-
Employee Directors of Sealed Air Corporation (the "Plan") during
the period from the Plan's effective date of May 17, 1991 through
June 1995. All of the Selling Stockholders named above are
current or former directors of Sealed Air. Dr. Jackson, the only
former director among the Selling Stockholders, served as a
director of Sealed Air from May 1992 until May 1995. Mr. Codey
and Mr. Freeman have served as directors since December 1993, Mr.
Miller has served as a director since 1984, and the other Selling
Stockholders have served as directors since 1971. None of the
Selling Stockholders has been employed by Sealed Air, although
Mr. Miller was employed as the president of a subsidiary of Sealed
Air for several months in 1983.
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<PAGE>
None of the Selling Stockholders owns more than one
percent of the outstanding shares of Sealed Air's Common Stock as
of the date of this Prospectus except Mr. Miller, who owns
approximately 1.1% of such shares (excluding the shares held by
him that are subject to this offering).
PLAN OF DISTRIBUTION
The Plan does not permit a Selling Stockholder to sell,
transfer, pledge, encumber or otherwise dispose of shares issued
under the Plan as long as the Selling Stockholder remains a
director of Sealed Air, except that the Plan permits certain
transfers of shares to indirect ownership or to family members,
provided that such restrictions on transfer terminate upon the
occurrence of any of certain events related to change of control
of Sealed Air that are specified in the Plan. Since all of the
Selling Stockholders except Dr. Jackson currently serve as directors
of Sealed Air and none of the specified change of control events has
occurred, only Dr. Jackson is currently free to sell shares under
this Prospectus.
Sealed Air has been advised that the Shares, once they
are free of the restrictions described in the prior paragraph,
may be sold from time to time by the Selling Stockholders or by
their respective pledgees, donees, transferees or other
successors in interest. Such sales may be made in one or more
transactions on the New York Stock Exchange, including ordinary
brokers' transactions, block transactions, privately negotiated
transactions effected on that Exchange, or through sales to one
or more brokers or dealers for resale of such Shares as
principals on or off such Exchange, at market prices prevailing
at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Sealed Air has also been advised
that usual and customary or specially negotiated brokerage fees
or commissions may be paid by the Selling Stockholders in
connection with such sales, where appropriate, and that no
agreements, arrangements or understandings have been entered into
with brokers or dealers pertaining to the distribution of the
Shares. The Selling Stockholders and any brokers or dealers that
participate with the Selling Stockholders in effecting
transactions in the Shares may be deemed, without so admitting,
to be underwriters. Any profits received by the Selling
Stockholders and any discounts, fees or commissions received by
such brokers or dealers might be deemed to be underwriting
discounts or commissions under the Securities Act. In addition,
any of the Shares that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. Sealed Air will not receive any
proceeds from the sale of the Shares. The Plan contains certain
indemnification provisions between Sealed Air and the Selling
Stockholders that may be deemed to cover this registration and
offering.
LEGAL OPINION
The validity of the shares of Common Stock offered
hereby has been passed upon for Sealed Air by H. Katherine White,
Esq., Assistant General Counsel and Secretary of Sealed Air. As
of the date of this Prospectus, Ms. White was employed by Sealed
Air and was the beneficial owner of approximately 24,980 shares
of Sealed Air Common Stock.
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EXPERTS
The consolidated financial statements and financial
statement schedule of Sealed Air and its subsidiaries as of
December 31, 1995 and 1994 and for each of the years in the
three-year period ended December 31, 1995 incorporated by
reference in this Prospectus and in the Registration Statement
have been incorporated by reference herein and in the
Registration Statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, and upon
the authority of such firm as experts in auditing and accounting.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Sealed Air Corporation
("Sealed Air") (File No. 1-7834) with the Securities and Exchange
Commission are incorporated by reference into this Registration
Statement:
(a) Sealed Air's Annual Report on Form 10-K for the
year ended December 31, 1995, which incorporates by reference
audited consolidated financial statements of Sealed Air for the
three years ended December 31, 1995 that appear in Sealed Air's
1995 Annual Report to Stockholders;
(b) Sealed Air's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, and
(c) the description of Sealed Air's common stock
contained in Item 1 of Sealed Air's Registration Statement on
Form 8-A dated May 1, 1979.
All documents filed by Sealed Air with the Securities
and Exchange Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the
respective date of filing of each such document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered
hereby has been passed upon for Sealed Air by H. Katherine White,
Assistant General Counsel and Secretary of Sealed Air. As of the
date of filing this Registration Statement, Ms. White was
employed by Sealed Air and was the beneficial owner of
approximately 24,980 shares of Sealed Air's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State
of Delaware (the "General Corporation Law") provides that: (1)
under certain circumstances a corporation may indemnify a
director or officer made party to, or threatened to be made party
to, any civil, criminal, administrative or investigative action,
suit or proceeding (other than an action by or in the right of
the corporation) because such person is or was a director,
officer, employee or agent of the corporation, or because such
person is or was so serving another enterprise at the request of
the corporation, against expenses, judgments, fines and amounts
paid in settlement reasonably incurred by such person in
connection with such action, suit or proceeding, if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to criminal cases, had no
reasonable cause to believe such person's conduct was unlawful;
(2) under certain circumstances a corporation may indemnify a
director or officer made party to, or threatened to be made party
to, any action or suit by or in the right of the corporation for
judgment in favor of the corporation because such person is or
was a director, officer, employee or agent of the corporation, or
because such person is or was so serving another enterprise at
the request of the corporation, against expenses reasonably
incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation; and (3) a
director or officer shall be indemnified by the corporation
against expenses reasonably incurred by such person in connection
with and to the extent that such person has been successful on
the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding clauses, or in defense of
any claim, issue or matter therein.
Under Article THIRTEENTH of the Registrant's
Certificate of Incorporation and Article VIII of the Registrant's
By-Laws, indemnification of directors and officers is provided
for to the fullest extent permitted under the General Corporation
Law. Article EIGHTEENTH of the Registrant's Certificate of
Incorporation eliminates the liability of directors for monetary
damages for breach of fiduciary duty as directors, except to the
extent such exemption from liability is not permitted under the
General Corporation Law. The General Corporation Law, the
Registrant's Certificate of Incorporation and the By-Laws of the
Registrant permit the purchase by the Registrant of insurance for
indemnification of directors and officers. The Registrant
currently maintains directors and officers liability insurance.
The foregoing summary of Section 145 of the General
Corporation Law, Articles THIRTEENTH and EIGHTEENTH of the
Certificate of Incorporation of the Registrant and Article VIII
of the By-Laws of the Registrant is qualified in its entirety by
reference to the relevant provisions of Section 145 and by
reference to the relevant provisions of the Registrant's
Certificate of Incorporation, which are incorporated herein by
reference to Exhibit 3.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, File No. 1-7834,
and the relevant provisions of the Registrant's By-Laws, which
are incorporated herein by reference to Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993, File No. 1-7834.
Under Sections 10(b) and 14 of the Restricted Stock
Plan for Non-Employee Directors of the Corporation (the "Plan"),
which is incorporated herein by reference to Exhibit 4.3 to this
Registration Statement, the Registrant has provided for the
indemnification of the non-employee directors who may receive
awards under the Plan by the Registrant and for the
indemnification of the Registrant by such non-employee directors
against certain liabilities, including certain liabilities under
the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
The shares of Sealed Air's Common Stock that are to be
reoffered or resold by certain current and former directors of
Sealed Air by means of the reoffer prospectus filed with this
Registration Statement were issued previously under the Plan to
such directors under the private offering exemption from
registration under Section 4(2) of the Securities Act of 1933, as
amended. The availability of such exemption was based upon
certain representations made by each such director in the
respective Restricted Stock Purchase Agreement entered into with
Sealed Air in connection with each award made to such director
under the Plan.
Item 8. Exhibits.
Exhibit No. Description
4.1 Unofficial Composite Certificate of Incorporation
of the Registrant as currently in effect (Exhibit
3.2 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995, File No.
1-7834) is incorporated herein by reference.
4.2 By-Laws of the Registrant as currently in effect
(Exhibit 3.3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993,
File No. 1-7834, is incorporated herein by
reference.)
4.3 Restricted Stock Plan for Non-Employee Directors
of the Company, as amended (Exhibit A to the
Registrant's Proxy Statement for the annual
meeting to be held on May 17, 1996, File No. 1-
7834, is incorporated herein by reference).
4.4 Form of Restricted Stock Purchase Agreement.
5 Opinion of H. Katherine White, Assistant General
Counsel and Secretary, Sealed Air Corporation, as
to the legality of the securities being registered
on this Registration Statement.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Counsel (Contained in opinion filed as
Exhibit 5 to this Registration Statement).
24 Powers of Attorney (Contained in signature pages
of this Registration Statement).
Item 9. Undertakings.
The undersigned registrant hereby undertakes: (1) to
file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i)
to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (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 the amount 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 range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
under the Securities Act if, in the aggregate, the changes in
amount and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and (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
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement; (2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; and (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 of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 of 1933 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 Act and is, therefore unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. 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 the Town of Saddle
Brook, State of New Jersey, on this 17th day of May, 1996.
SEALED AIR CORPORATION
(Registrant)
By s/T. J. Dermot Dunphy
T. J. Dermot Dunphy
President
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 dates indicated.
Each person whose individual signature appears below hereby
authorizes T.J. Dermot Dunphy, William V. Hickey and H. Katherine
White, and each of them, as attorneys-in-fact, with full power of
substitution, to execute, in the name and on behalf of each such
person and in any and all capacities, and to file any amendment
to this Registration Statement (and all other registration
statements to which the prospectus related to this Registration
Statement also relates pursuant to Rule 429 of the General Rules
and Regulations under the Securities Act of 1933, as amended),
including any and all post-effective amendments.
Signature Title Date
s/T. J. Dermot Dunphy President and Director May 17, 1996
T .J. Dermot Dunphy (Principal Executive
Officer)
s/Warren H. McCandless Senior Vice President- May 17, 1996
Warren H. McCandless Finance(Principal
Financial and Accounting
Officer)
s/John K. Castle Director May 17, 1996
John K. Castle
s/Lawrence R. Codey Director May 17, 1996
Lawrence R. Codey
s/Charles F. Farrell, Jr. Director May 17, 1996
Charles F. Farrell, Jr.
s/David Freeman Director May 17, 1996
David Freeman
s/Alan H. Miller Director May 17, 1996
Alan H. Miller
s/R.L. San Soucie Director May 17, 1996
R.L. San Soucie
EXHIBIT 4.4
FORM OF
RESTRICTED STOCK PURCHASE AGREEMENT
AGREEMENT dated as of between
SEALED AIR CORPORATION, a Delaware corporation (the
"Corporation"), and (the "Director").
The Restricted Stock Plan for Non-Employee
Directors (the "Plan") of Sealed Air Corporation is
designed to enhance the ability of the Corporation to
attract and retain Non-Employee Directors (as defined
in Section 3 of the Plan) of exceptional ability and to
promote the common interest of directors and
stockholders in enhancing the value of the
Corporation's common stock, par value $0.01 per share
("Common Stock"). The Director is now a Non-Employee
Director of the Corporation and is eligible to receive
grants of shares of Common Stock under the Plan.
NOW, THEREFORE, the Corporation and the
Director mutually agree as follows:
Section 1. Purchase and Sale of Stock
Subject to the terms and conditions hereinafter
set forth, the Corporation hereby sells to the Director and
the Director purchases from the Corporation
shares of Common Stock for a purchase price of $1.00
per share (subject to adjustment pursuant to Section 7
of the Plan) (the "Issue Price"), receipt of which the
Corporation hereby acknowledges. The Corporation will
deliver to the Director a certificate representing such
shares of Common Stock within a reasonable time after
execution of this Agreement.
Section 2. Terms and Conditions of
Restricted Stock Plan for Non-Employee
Directors of Sealed Air Corporation
The Director agrees that all shares of Common
Stock issued pursuant to this Agreement shall be held in
accordance with the terms and conditions of the Plan.
The authority of the Corporation to enter into this
Agreement and to issue shares of Common Stock pursuant
hereto is derived exclusively from the Plan. In the
event that any terms or conditions of this Agreement
are in conflict with any terms or conditions of the
Plan, the terms and conditions of the Plan shall
control.
Section 3. Restriction on Transfer
Except as permitted in Section 4(c) of the Plan,
no shares of Common Stock issued pursuant to this
Agreement, or any interest therein, shall be sold,
transferred, pledged, encumbered or otherwise disposed
of (including by way of gift or donation) by the
Director so long as the Director shall remain a
director of the Corporation, except that such
restriction may expire earlier as provided by Section
6 of the Plan.
Section 4. Undertakings of Director
The Director represents and agrees that he or
she will comply with the Securities Act of 1933, as amended
(the "Securities Act"), and the Securities Exchange Act of
1934, as amended (the "Securities Exchange Act"), with
respect to such shares, and he or she will indemnify
the Corporation for any costs, liabilities and expenses
which it may sustain by reason of any violation of the
Securities Act or the Securities Exchange Act
occasioned by any act or omission on his or her part
with respect to such shares.
Section 5. Government and Other Regulations
and Restrictions; Legends
The obligations of the Corporation to issue Common
Stock upon execution of this Agreement shall be subject
to all applicable laws, rules and regulations and to
such approvals by governmental agencies as may be
required. The Director consents to the imprinting of
the following legend on any certificate or certificates
evidencing such shares and to the entry of a
stop-transfer order with respect thereto in the records
of the Corporation's transfer agent:
The shares represented by this
certificate may be sold, transferred or otherwise
disposed of only if registered under the Securities Act
of 1933, as amended, or if in the opinion of counsel to
Sealed Air Corporation, an exemption from registration
is available.
The Director also acknowledges that any such
certificates will be imprinted with the legend set
forth in Section 9 of the Plan as provided in such
Section 9 and shall have in effect a stop-transfer
order with respect thereto.
Section 6. Payment of Withholding Tax
The Director undertakes to comply with any
appropriate provisions that may be made by the Corporation
in respect of the withholding of any Federal, state or local
taxes and any other charges that may be required by law to be
withheld by reason of a grant or the issuance of shares
of Common Stock pursuant to the Plan.
Section 7. Notices
Any notice which either party hereto may be
required or permitted to give to the other shall be in
writing and, except as otherwise required herein, may be
delivered personally or by mail to the Corporation at Park 80
East, Saddle Brook, New Jersey 07663, attention of the
Secretary of the Corporation, or to the Director at the
address set forth below or at such other address as
either party may designate by notice to the other.
Section 8. Applicable Law
This Agreement shall be governed and
construed in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed pursuant to due
authorization, all as of the day and year first above
written.
SEALED AIR CORPORATION
By
Title:
[Corporate Seal]
Attest:
Secretary
Director:
Address of Director:
5/96
SEALED AIR CORPORATION
PARK 80 EAST/SADDLE BROOK, NEW JERSEY 07663-5291/
(201) 791-7600/FAX (201) 703-4205
EXHIBIT 5
May 17, 1996
Sealed Air Corporation
Park 80 East
Saddle Brook, N.J. 07663
Dear Sirs:
I am the Assistant General Counsel and Secretary of Sealed Air
Corporation, a Delaware corporation (the "Corporation"), and as such have
represented the Corporation in connection with a Registration Statement on Form
S-8 (the "Registration Statement") of the Corporation providing for the
registration under the Securities Act of 1933, as amended, of 67,800
shares (the "Shares") of the Corporation's Common Stock, par value $0.01 per
share (the "Common Stock"). Of such 67,800 shares, 36,400 shares of Common
Stock are authorized but unissued shares of Common Stock that are available for
awards to be made under the Restricted Stock Plan for Non-Employee Directors of
the Corporation, as amended (the "Plan"). The remaining 31,400 shares are
being registered for reoffer and resale for the account of certain selling
stockholders (the "Selling Stockholders"), all of whom are current or former
directors of the Corporation who received such shares under the Plan prior to
the filing of the Registration Statement. I have been advised that the
authorization of the Shares for issuance under the Plan was approved by the
Board of Directors on February 7, 1991 and by the stockholders of the
Corporation on May 17, 1991. Amendments to the Plan were approved by the
Board of Directors on February 7, 1996, and certain of such amendments
were submitted to the stockholders of the Corporation for approval on May 17,
1996, which approval was received.
As counsel for the Corporation, in addition to participating in the
preparation of the Registration Statement, I have reviewed the resolutions
adopted by the Board of Directors and stockholders of the Corporation that
authorized the adoption of the Plan and the issuance of the Shares, as well
as the resolutions adopted by the Board of Directors and stockholders of the
Corporation that approved subsequent amendments to the Plan. I have also
reviewed such corporate records, documents, instruments and certificates
and have made such other inquiries as I have considered necessary in order
to furnish a basis for rendering this opinion.
Based on the foregoing, I am of opinion that:
1. The Corporation is duly incorporated and validly existing as a
corporation in good standing under the laws of the State of Delaware.
2. The Shares are and, when sold pursuant to the Registration
Statement will be, legally issued, fully paid and nonassessable shares of
Common Stock of the Corporation.
I hereby consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5 to the Registration Statement and to the
reference to me under the caption "Legal Opinion" in the Prospectus forming a
part thereof.
Very truly yours,
H. Katherine White
Assistant General Counsel and Secretary
RMG/sa
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
Sealed Air Corporation:
We consent to the use of our reports dated January 17, 1996 on the
consolidated financial statements and related schedule of Sealed Air
Corporation and subsidiaries as of December 31, 1995 and 1994, and
for each of the years in the three-year period ended December 31,
1995 incorporated herein by reference and to the reference to our
firm under the heading "Experts" in the prospectus. Our report on
the aforementioned consolidated financial statements refers to a
change in the Company's method of accounting for income taxes in
1993.
KPMG Peat Marwick LLP
Short Hills, New Jersey
May 17, 1996
