SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________
SIGMA-ALDRICH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 43-1050617
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3050 SPRUCE STREET
ST. LOUIS, MO 63103
(Address of principal Executive Offices)
SIGMA-ALDRICH CORPORATION SHARE OPTION PLAN OF 1995
(Full title of the plan)
KIRK A. RICHTER
CONTROLLER
SIGMA-ALDRICH CORPORATION
3050 SPRUCE STREET
ST. LOUIS, MO 63103
(314) 771-5765
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price Fee
Common Stock, 2,000,000 $48.00 $96,000,000 $33,104
par value shares
$1.00 per
share
Notes:
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable pursuant to antidilution
provisions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based on the average of the high and low prices
for the Common Stock on September 5, 1995, as reported by NASDAQ.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference:
(a) Sigma-Aldrich Corporation's (the "Company") Annual Report on Form
10-K for the year ended December 31, 1994 (File No.
0-8135);
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, and June 30, 1995 (File No. 0-8135);
(c) The description of the Company's Common Stock contained in the
Company's registration statement on Form S-14 under the 1933 Act,
dated May 16, 1975 (File No. 2-53698), as amended by the
description contained in the Company's proxy statements dated May
29, 1984 under the caption "Proposal to amend Certificate of
Incorporation" and dated March 29, 1991 under the caption
"Proposal to amend Certificate of Incorporation to Increase
authorized Common Stock."
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "1934 Act"), 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 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 or deemed to be
incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.
Item 4. Description of Securities
The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, $1.00 par value per share. Dividends may be
paid on the Common Stock as and when declared by the Board of Directors
out of any funds legally available therefor. The holders of Common
Stock are entitled to one vote per share in the election of directors
and in respect of other matters submitted to shareholders for a vote.
Upon liquidation, the holders of the Common Stock are entitled to
receive all assets of the Company available for distribution to
shareholders pro rata in accordance with their holdings.
The Company's Certificate of Incorporation as amended requires that
a merger or consolidation of the Company with another corporation or
which involves a subsidiary of the Company when shares of the Company
in excess of 35% of the outstanding shares are issued; a sale of assets
having an aggregate book value of 20% of the Company's total assets;
the adoption of a plan of liquidation or dissolution; and certain
related transactions, must be approved by the affirmative vote of two-
thirds of the shares of voting stock.
The Common Stock has no preemptive or conversion rights, redemption
provisions or sinking fund provisions. The outstanding Common Stock,
including the Common Stock offered hereby, is fully-paid and
nonassessable.
The transfer agent for the Common Stock is the Boatmen's Trust
Company, St. Louis, Missouri.
Item 5. Interests of Named Experts and Counsel
Jerome W. Sandweiss, a Director of the Registrant, is of counsel with
the law firm of Blumenfeld, Kaplan & Sandweiss, P.C. Mr. Sandweiss
owns, directly and indirectly, an aggregate of Twelve Thousand (12,000)
shares of the Registrant's Common Stock. Blumenfeld, Kaplan &
Sandweiss, P.C. has rendered its opinion concerning the shares of
Common Stock covered by the Plan as set forth in Exhibit No. 5 to this
registration statement.
Item 6. Indemnification of Directors and Officers
Section 145(a) of the Delaware General Corporation Law provides
that a corporation may indemnify any director, officer, employee or
agent of the corporation in any action, other than an action by or in
the right of the corporation, if such person acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action,
had no reasonable cause to believe his conduct was unlawful. Section
145(b) provides that the corporation may indemnify any such person in
an action by or in the right of the corporation if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that such person may not
be indemnified in respect of any matter in which he has been judged
liable to the corporation, unless authorized by the court. Section
145(c) provides that the corporation shall indemnify any such person
against expenses actually and reasonably incurred in defense of any
action if he has been successful in defense of such action and if such
action is one for which the corporation may indemnify such person under
Section 145(a) or (b).
The Company's By-Laws provide that it shall indemnify, and in the
Company's discretion may obtain insurance for the benefit of its
officers and directors, to the extent permitted by applicable Delaware
law. The Plan provides that the Company will indemnify each member of
the Board of Directors and the Compensation Committee (the "Committee")
for any action or failure to act under the Plan, except in satisfaction
of a judgment based upon a finding of bad faith.
Pursuant to amendments of the Delaware General Corporation Law
effective July 1, 1986, the Company's Certificate of Incorporation
eliminates the personal liability of directors to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a
director, except (i) for breaches of the duty of loyalty to the Company
or its shareholders, (ii) for acts or omissions not in good faith or
involving intentional misconduct or knowing violation of law, (iii) for
the payment of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for transactions in which the director received an
improper personal benefit.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The exhibits to the registration statement are listed in the Exhibit
Index elsewhere herein.
Item 9. Undertakings
(a) 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 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 a 20% 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 (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.
(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.
(b) 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 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.
(c) 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
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 City of St. Louis and State of Missouri on the 15th day of
August, 1995.
SIGMA-ALDRICH CORPORATION
(Registrant)
BY: /s/ Kirk A. Richter
Kirk A. Richter, Controller
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Peter A. Gleich and Kirk A. Richter, and either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement and
to file the same, with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents 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 as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents 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 below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE / TITLE DATE
By /s/ Carl T. Cori August 15, 1995
Carl T. Cori, Director, Chairman of the Date
Board and Chief Executive Officer
By /s/ David R. Harvey August 15, 1995
David R. Harvey, Director, President and Date
Chief Operating Officer
By /s/ Peter A. Gleich August 15, 1995
Peter A. Gleich, Vice President and Date
Treasurer
By /s/ Thomas M. Tallarico August 15, 1995
Thomas M. Tallarico, Vice President and Date
Secretary
By /s/ Kirk A. Richter August 15, 1995
Kirk A. Richter, Controller Date
By /s/ Andrew E. Newman August 15, 1995
Andrew E. Newman, Director Date
By /s/ David M. Kipnis August 15, 1995
David M. Kipnis, Director Date
By /s/ Jerome W. Sandweiss August 15, 1995
Jerome W. Sandweiss, Director Date
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4a. Certificate of Incorporation and Amendments
(incorporated by reference to Exhibit 3(a)of
Form 10-K filed for the year ended December 31, 1991,
File No. 0-8135).
4b. By-Laws as amended February 1993 (incorporated
by reference to Exhibit 3(b) of Form 10-K filed
for the year ended December 31, 1992, File No.
0-8135).
5. Opinion of counsel.
10. Share Option Plan of 1995 (incorporated by reference
to Appendix A to the definitive Proxy Statement dated
March 30, 1995 for the Company's Annual Meeting of Shareholders
held on May 2, 1995, File No. 0-8135).
23a. Consent of counsel (included in Exhibit No. 5).
23b. Consent of Independent Public Accountants.
24. Power of Attorney (included on signature page).
Blumenfeld, Kaplan & Sandweiss, P.C.
168 North Meramec Avenue
St. Louis, MO 63105-3763
Telephone: (314) 863-0800
Facsimile: (314) 863-9388
September 8, 1995
Sigma-Aldrich Corporation
3050 Spruce Street
St. Louis, MO 63103
Gentlemen:
In connection with the preparation by you of a Registration Statement on
Form S-8 relating to 2,000,000 shares of Sigma-Aldrich Corporation (the
"Company") common stock, $1 par value (the "Common Stock") to be offered and
issued in the future to employees of the Company in accordance with the
Sigma-Aldrich Corporation Share Option Plan of 1995 (the "Plan") as more fully
described in the Registration Statement (and Prospectus included therein) to
which reference is hereby made, you have asked for our opinion on certain
matters. We have examined (i) the Registration Statement on Form S-8 dated
August 15, 1995, including the Prospectus constituting a part thereof dated
September 8, 1995, both as prepared by you, (ii) the Company's Certificate of
Incorporation and By-laws, both as amended to date, (iii) copies of certain
resolutions of the Company's Board of Directors, represented to us as having
been duly approved, and (iv) such other proceedings, documents and records
as we have deemed necessary to enable us to render this opinion. No other
opinions are being given with respect to the foregoing documents except
as set forth in this letter.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware.
2. The shares of Common Stock to be issued pursuant to the Plan are
validly authorized under applicable state law and, when the applicable
provisions of the securities laws have been complied with and such shares have
been duly delivered against payment therefor as contemplated by the Plan, such
shares will be legally issued, fully paid and nonassessable (except insofar as
statutory liability may be imposed upon holders of the Common Stock under the
laws of the various states where the Company is qualified to do business).
We hereby consent to the use of this opinion, or copies thereof, as an
exhibit to the Registration Statement. In giving this consent we hereby
disclaim that we are experts within the meaning of Section 11 of the
Securities Act of 1933, as amended, or within the category of persons whose
consent is required by Section 7 of the Securities Act.
Very truly yours,
BLUMENFELD, KAPLAN & SANDWEISS, P.C.
/s/ BLUMENFELD, KAPLAN & SANDWEISS, P.C.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 14,
1995, incorporated by reference in Sigma-Aldrich Corporation's Form 10-K for
the year ended December 31, 1994, and to all references to our firm included
in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
September 8, 1995
