As Filed with the Securitites and Exchange Commision on September 29, 1998
Registration No._______
________________________________________________________________________________
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
3050 Spruce Street
St. Louis, Missouri 63103
(314) 771-5765
(Address, including zip code, and telephone number,
including area code of, registrant's principal
executive office)
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SIGMA-ALDRICH CORPORATION DIRECTORS'
NONQUALIFIED SHARE OPTION PLAN OF 1998
(Full Title of the Plan)
KIRK A. RICHTER
Treasurer
Sigma-Aldrich Corporation
3050 Spruce Street
St. Louis, MO 63103
(314) 771-5765
(Name, Address, including Zip Code and Telephone Number,
including Area Code, of Agent For Service)
Copies of all correspondence to:
R. Randall Wang, Esq.
Bryan Cave LLP
211 N. Broadway, Suite 3600
St. Louis, MO 63102
(314) 259-2000
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
each class maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit(2) price(2) fee
Common Stock, $1.00
par value per share 400,000shares(1) 31.7369 12,694,760 3745.00
(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(c) and Rule 457(h) based on (i) the
weighted average price per share based on the exercise price of
stock options already granted and (ii) on the average of the high
and low prices for the Common Stock on September 22, 1998, as
reported on The Nasdaq National Market with respect to securities
for which options have not been granted.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of 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 ("Sigma-Aldrich" or the
"Company") Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 0-8135);
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998 (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 Securities Act of 1933, 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,"
dated March 29, 1991 under the caption "Proposal to amend
Certificate of Incorporation to Increase authorized Common
Stock" and dated March 29, 1996 under the caption "Proposal to
Amend Certificate of Incorporation to Increase Number of
Shares of Authorized Common Stock."
All documents subsequently filed by Sigma-Aldrich pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, 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 and to be a part hereof from the
date of filing of such documents. 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 hereof 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. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part hereof.
Item 4. Description of Securities.
The authorized capital stock of the Company consists of
200,000,000 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 percent of the outstanding
shares are issued; a sale of assets having an aggregate book value
of 20 percent 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.
Item 5. Interests of Named Experts and Counsel.
Jerome W. Sandweiss, a Director of the Company, is of counsel
with the law firm of Blumenfeld, Kaplan & Sandweiss, P.C. Mr.
Sandweiss owns, directly and indirectly, an aggregate of Fourteen
Thousand (14,000) shares of the Company's Common Stock plus options
to acquire Twelve Thousand (12,000) shares of the Company'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.
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.
See Exhibit Index.
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 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8,
or Form F-3, and 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 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 28th day of September, 1998.
SIGMA-ALDRICH CORPORATION
By: /S/Kirk A. Richter
Kirk A. Richter, Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Karen J. Miller, Thomas M. Tallarico and Kirk A. Richter,
and either of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for
him or her and in his or her 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 or she 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
/S/Carl T. Cori Director, Chairman of the Board September 28, 1998
Carl T. Cori and Chief Executive Officer Date
/S/David R. Harvey Director, President and September 28, 1998
David R. Harvey Chief Operating Officer Date
/S/Karen J. Miller Controller September 28, 1998
Karen J. Miller Date
/S/Kirk A. Richter Treasurer September 28, 1998
Kirk A. Richter Date
/S/Thomas M. Tallarico Vice President and Secretary September 28, 1998
Thomas M. Tallarico Date
/S/David M. Kipnis Director September 28, 1998
David M. Kipnis Date
/S/Andrew E. Newman Director September 28, 1998
Andrew E. Newman Date
/S/Jerome W. Sandweiss Director September 28, 1998
Jerome W. Sandweiss Date
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 Certificate of Incorporation, as
amended (incorporated by reference
to Exhibit 3(a) of Form 10-Q for
the quarter ended September 30,
1996, File No. 0-8135)
4.2 By-Laws, as amended (incorporated
by reference to Exhibit 3(b) of
Form 10-K filed for year ended
December 31, 1997, File No. 0-8135)
5.1 Opinion of Counsel
10.1 Sigma-Aldrich Corporation
Directors' Nonqualified
Share Option Plan of 1998
(incorporated by reference to
Appendix A to the definitive Proxy
Statement dated March 27, 1998 for
the Company's Annual Meeting of
Shareholders held on May 5, 1998,
File No. 0-8135).
23.1 Consent of Counsel (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 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 28, 1998
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 400,000 shares of Sigma-Aldrich
Corporation (the "Company") common stock, $1 par value (the "Common
Stock") to be offered and issued in the future to members of the
Board of Directors who are not employees of the Company in
accordance with the Sigma-Aldrich Corporation Directors'
Nonqualified Share Option Plan of 1998 (the "Plan"), you have asked
for our opinion on certain matters. We have examined (i) the
Registration Statement on Form S-8, 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.
Exhibit 23.2
Report 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 17,
1998, incorporated by reference in Sigma-Aldrich Corporation's Form 10-K
for the year ended December 31, 1997 and to all references to our Firm
included in this registration statement.
St. Louis, Missouri, Arthur Andersen LLP
September 28, 1998
