AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 1999
Registration Statement No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------------------------
SIGMA-ALDRICH CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
43-1050617
(I.R.S. Employer 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)
------------------------------------------------
Kirk A. Richter
Treasurer
Sigma-Aldrich Corporation
3050 Spruce Street
St. Louis, Missouri 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
Approximate date of commencement of proposed sale to public: At such
times after this Registration Statement becomes effective as the selling
stockholders shall determine.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
-----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================ ============== =========================== ============================= ===============
<S> <C> <C> <C> <C>
Title of each class of Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
securities to be registered registered price per unit(1) offering price(1) registration
fee
- ---------------------------- -------------- --------------------------- ----------------------------- ---------------
Common stock, $1.00 par 62,039 shares $27.06 $1,678,775 $467
value per share
============================ ============== =========================== ============================= ===============
</TABLE>
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c), based upon the average of the high and low sales prices for the
common stock as reported on The Nasdaq National Market on March 8, 1999.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
PROSPECTUS (NOT COMPLETE)
Issued March 9, 1999
A MAXIMUM OF 62,039 SHARES OF
SIGMA-ALDRICH CORPORATION
COMMON STOCK
--------------------------------------------------------
The selling stockholders of Sigma-Aldrich Corporation listed on page 3
of this prospectus are offering and selling 62,039 shares of Sigma-Aldrich
common stock under this prospectus. We will not receive any of the proceeds from
the sale of the common stock. We will bear the costs relating to the
registration of the common stock, which we estimate to be $10,000.
The selling stockholders may offer their Sigma-Aldrich common stock
through public or private transactions, on or off The Nasdaq National Market, at
prevailing market prices, or at privately negotiated prices.
The common stock is traded on The Nasdaq National Market under the
symbol "SIAL." The closing sales price of the common stock on The Nasdaq
National Market on March 9, 1999 was $26 7/8 per share.
-------------------------------------------------------
The shares of Sigma-Aldrich common stock offered or sold under this
prospectus have not been approved by the Securities and Exchange Commission or
any state securities commission, nor have these organizations determined that
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is March , 1999
----
<PAGE>
TABLE OF CONTENTS
Sigma-Aldrich's Business.......................................................1
Recent Developments............................................................1
Cautionary Statement Regarding Forward-Looking
Statements....................................................................4
Use of Proceeds................................................................4
Selling Stockholders...........................................................4
Plan of Distribution...........................................................5
Description of Capital Stock...................................................6
Legal Matters..................................................................7
Experts........................................................................7
Where You Can Find More Information............................................7
SIGMA-ALDRICH'S BUSINESS
Sigma-Aldrich Corporation has two lines of business:
(i) the production and sale of a broad range of biochemicals,
organic and inorganic chemicals, radiolabeled chemicals,
diagnostic reagents, chromatography products and related
products; and
(ii) the manufacture and sale of metal components for strut, cable
tray, pipe support, telecommunication systems and electrical
enclosures.
Our principal executive offices are located at 3050 Spruce Street,
St. Louis, Missouri 63103. Our telephone number is (314) 771-5765.
RECENT DEVELOPMENTS
On February 16, 1999, we issued a press release reporting increased
sales for both the fourth quarter and the year of 1998. For the quarter ended
December 31, sales increased 3.4% to $293.1 million from $283.4 million in 1997.
Net income for the quarter was $39.7 million compared to $42.2 million in 1997
with diluted net income per share of $0.39 compared to $0.41 in 1997. Net income
in the quarter was affected by a $2.9 million charge for in-process research and
development related to the acquisition of Genosys Biotechnologies and benefited
from a tax credit of $7.0 million from our enhanced research and development
activities over the last several years. Excluding these items, diluted net
income per share would have been $0.35 for the quarter.
Sales for the year increased 6.0% to $1,194.3 million from $1,127.1
million in 1997. For the full year, net income was $166.3 million compared to
$166.1 million with diluted net income per share of $1.64, up 1.2% from $1.62 in
1997.
Chemical sales increased 4.9% to $239.8 million in the fourth quarter
and 7.1% to $965.9 million for 1998. Excluding the changes in currency exchange
rates, the growth rates were 4.0% and 8.9% for the quarter and the full year,
respectively. Research sales continued to grow faster than overall chemical
sales as service levels improved from earlier in the year when there were
disruptions during the installation of new customer and warehouse systems. These
systems will in the future greatly improve service and lower transaction
expenses for our customers while reducing our costs. We strengthened our
position in Life Science research with the acquisition of Genosys in December
1998. Genosys is a leading supplier of synthetic DNA products, which are
essential in genome research. Both Fine Chemicals and Diagnostics had a flat
final quarter reflecting the timing of large orders and competitive pressures
respectively. Excluding the charge for acquired research and development, pretax
margins declined to 19.7% in the fourth quarter because sales were below
expectations and operating expenses increased relative to sales. Start-up
expenses were incurred for opening new sales and distribution in Denmark,
improving our service in Japan with additional inventory and consolidating
warehouses in Germany. There were also additional expenses for the new systems,
Year 2000 remediation and investments in our Internet site, which is becoming an
important sales and marketing outlet. The pretax margin of 21.6% for 1998 was
2.7% below the prior year level due to an increase in lower margin business and
1
<PAGE>
the incremental expense of all the new systems and facilities. Currency rates
reduced net income by $0.01 per share in the final quarter and reduced net
income by $0.06 per share for the year.
Metal sales declined 2.8% to $53.3 million in the fourth quarter and
increased 1.3% to $228.4 million for 1998, reflecting a continuing weakness in
the industrial construction market which was only partially offset by the fast
growing demand for our expanding line of enclosure and telecommunication
products. In the fourth quarter, lower sales and a decline in the gross profit
margin rate reduced the pretax profit margin to 12.4% even though expenses were
aggressively reduced. The pretax margin for 1998 was 14.9%, the same as last
year, as benefits from process improvements offset a decline in the gross profit
margin.
Also on February 16, 1999, the Board of Directors declared a quarterly
cash dividend of $0.0725 per share payable March 15, 1999 to stockholders of
record on March 1, 1999.
In addition, on February 16, 1999, we issued the following summary of
our 1998 unaudited financial information.
<TABLE>
<CAPTION>
Sigma-Aldrich Corporation
Consolidated Statements of Income (Unaudited)
(in thousands except per share amounts)
Twelve Months Ended Three Months Ended
December 31, December 31,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $1,194,290 $1,127,084 $293,093 $283,403
Cost of products sold 557,864 518,711 135,604 128,587
--------- ---------- -------- --------
Gross profit 636,426 608,373 157,489 154,816
Selling, general and administrative expenses 393,836 355,619 106,564 90,635
--------- ---------- -------- --------
Income before income taxes 242,590 252,754 50,925 64,181
Provision for income taxes 76,243 86,695 11,244 22,014
--------- ---------- -------- --------
Net income $ 166,347 $ 166,059 $ 39,681 $ 42,167
========= ========== ======== ========
Weighted average shares outstanding - Basic 100,540 100,210 100,614 100,345
========= ========== ======== ========
Weighted average shares outstanding - Diluted 101,188 102,805 101,059 101,939
========= ========== ======== ========
Net income per share - Basic $ 1.65 $ 1.66 $ .39 $ .42
========= ========== ======== ========
Net income per share - Diluted $ 1.64 $ 1.62 $ .39 $ .41
========= ========== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Condensed Consolidated Balance Sheets
(in thousands)
December 31, 1998 December 31, 1997
ASSETS (Unaudited)
<S> <C> <C>
Cash and temporary cash investments $ 24,345 $ 46,228
Accounts receivable, net 229,486 186,847
Inventories 464,035 420,809
Other current assets 54,815 52,790
-------- ---------
Total current assets 772,681 706,674
Property, plant and equipment, net 518,739 438,878
Other assets 141,415 98,270
-------- --------
Total assets $1,432,835 $1,243,822
========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Notes payable $ 30,643 $ 7,400
Accounts payable 63,520 53,257
Accrued expenses 47,337 42,269
Accrued income taxes 872 16,553
---------- ----------
Total current liabilities 142,372 119,479
Long-term debt 415 552
Deferred liabilities 73,668 63,457
Stockholders' equity 1,216,380 1,060,334
---------- ----------
Total liabilities and equity $1,432,835 $1,243,822
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Condensed Consolidated Statements of Cash Floows(Unaudited)
(in thousands)
Twelve Months Ended
December 31,
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $166,347 $166,059
Adjustments:
Depreciation and amortization 61,827 48,053
Net increase in current assets an
liabilities (76,420) (93,630)
Other 10,316 11,595
-------- --------
Net cash provided by operating activities 162,070 132,077
-------- --------
Cash flows from investing activities:
Net property additions (127,995) (106,777)
Acquisition of businesses (39,500) (51,083)
Other (7,700) ---
-------- --------
Net cash used in investing activities (175,195) (157,860)
-------- --------
Cash flows from financing activities:
Net borrowings (repayment) of debt 23,268 (7,740)
Payment of dividends (28,411) (25,809)
Other 3,798 6,794
-------- --------
Net cash used in financing activities (1,345) (26,755)
-------- --------
Effect of exchange rate changes on cash (7,413) (4,919)
-------- --------
Net change in cash and cash equivalents (21,883) (57,457)
Cash and cash equivalents at January 1 46,228 103,685
-------- --------
Cash and cash equivalents at December 31 $ 24,345 $ 46,228
======== ========
</TABLE>
3
<PAGE>
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains, or incorporates by reference, forward looking
statements within the meaning of federal securities laws that involve risk and
uncertainty, including, without limitation, under the caption "Recent
Developments." These forward looking statements include statements regarding
future results, performance, expectations, or intentions, as well as any
statements preceded by, followed by, or that include the words "believes,"
"expects," "anticipates" or similar expressions, and statements regarding
matters that are not historical facts. Although we believe our expectations are
based on reasonable assumptions, we cannot give any assurance that our goals
will be achieved. The important factors that could cause actual results to
differ materially from those in the forward looking statements include, without
limitation:
(1) reduced growth in research funding,
(2) uncertainties surrounding possible government health care
reform,
(3) government regulation applicable to our business,
(4) the status and effectiveness of our Year 2000 efforts,
(5) the highly competitive environment in which we operate and
(6) the impact of fluctuations in foreign currency exchange rates.
All subsequent written and oral forward-looking statements attributable to
Sigma-Aldrich or persons acting on our behalf are expressly qualified in their
entirety by such cautionary statements. We do not undertake any obligation to
release publicly any revisions to such forward-looking statements to reflect
events or uncertainties after the date hereof or to reflect the occurrence of
unanticipated events.
USE OF PROCEEDS
All net proceeds from the sale of the common stock covered by this
prospectus will go to the selling stockholders who offer and sell their shares.
We will not receive any proceeds from the sale of the common stock by the
selling stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information, as of March 9,
1999, with respect to the number of shares of common stock owned by the selling
stockholders named below and as adjusted to give effect to the sale of the
common stock offered hereby. The common stock is being registered to permit
public secondary trading of the shares.
The common stock being offered by the selling stockholders was acquired
from Sigma-Aldrich pursuant to an agreement and plan of reorganization between
Sigma-Aldrich Co., White Cross Manufacturing Co., Inc., and the stockholders of
White Cross Manufacturing Co., Inc., dated September 29, 1998, as amended. The
shares of common stock were issued pursuant to an exemption from the
registration requirements of the Securities Act. The selling stockholders
represented to Sigma-Aldrich Co. that they were acquiring the Sigma-Aldrich
common stock for investment and with no present intention of distributing the
common stock. Under the terms of the reorganization, Sigma-Aldrich agreed to
file a registration statement covering the common stock received by the selling
stockholders in connection with the reorganization. The common stock held by the
selling stockholders does not exceed 1% of Sigma-Aldrich's outstanding
capitalization. In the past three years, none of the selling stockholders has
had a material relationship with Sigma-Aldrich.
Sigma-Aldrich has filed with the Securities and Exchange Commission,
under the Securities Act of 1933, a registration statement on Form S-3. with
respect to the resale of the common stock from time to time on The Nasdaq
National Market or in privately-negotiated transactions. This prospectus forms a
part of the registration statement on Form S-3.
4
<PAGE>
The common stock covered by this prospectus may be offered from time to
time by the selling stockholders named below:
<TABLE>
<CAPTION>
Amount of Amount of
Common Stock Common Stock
Owned Prior to the Owned After the
Selling Stockholders Offering Offering
<S> <C> <C>
Bernice K. Rubinelli 15,697 0
Barbara A. Rubinelli 15,697 0
Peter R. Rubinelli, Jr. 15,158 0
Peter R. Rubinelli, Jr. and Mary L. Rubinelli
as tenants by the entireties 539 0
Peter R. Rubinelli, Jr., Bernice K. Rubinelli
and Barbara A. Rubinelli as Trustees for
Michael Joseph Rubinelli U/I/T 7/3/76 4,982 0
Peter R. Rubinelli, Jr., Bernice K. Rubinelli
and Barbara A. Rubinelli as Trustees for Mary
Patricia Rubinelli U/I/T 7/3/76 4,983 0
Peter R. Rubinelli, Jr., Bernice K. Rubinelli
and Barbara A. Rubinelli as Trustees for
Liza Marie Rubinelli U/I/T 7/3/76 4,983 0
(1) Assuming the selling stockholders sell all of the shares registered
hereby.
</TABLE>
PLAN OF DISTRIBUTION
Sigma-Aldrich is registering the common stock covered by this
prospectus for the selling stockholders. As used in this prospectus, "selling
stockholders" includes the pledgees, donees, transferees or others who may later
hold the selling stockholders' interests. Sigma-Aldrich will pay the costs and
fees of registering the common stock, but the selling stockholders will pay any
brokerage commissions, discounts or other expenses relating to the sale of the
common stock.
The selling stockholders may sell the common stock in the
over-the-counter market or otherwise, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices, or at negotiated
prices. In addition, the selling stockholders may sell some or all of their
common stock through:
- a block trade in which a broker-dealer may resell a portion of
the block, as principal, in order to facilitate the
transaction;
- purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
- ordinary brokerage transactions and transactions in which a
broker solicits purchasers.
When selling the common stock, the selling stockholders may enter into
hedging transactions. For example, the selling stockholders may:
- enter into transactions involving short sales of the common
stock by broker- dealers;
- sell common stock short themselves and redeliver such shares
to close out their short positions;
- enter into option or other types of transactions that require
the selling stockholder to deliver common stock to a
broker-dealer, who will then resell or transfer the common
stock under this prospectus; or
5
<PAGE>
- loan or pledge the common stock to a broker-dealer, who may
sell the loaned shares or, in the event of default, sell the
pledged shares.
The selling stockholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling stockholders may allow other broker-dealers to participate in
resales. However, the selling stockholders and any broker-dealers involved in
the sale or resale of the common stock may qualify as "underwriters" within the
meaning of the Section 2(a)(11) of the Securities Act of 1933. In addition, the
broker-dealers' commissions, discounts or concession may qualify as
underwriters' compensation under the Securities Act of 1933. If the selling
stockholders qualify as "underwriters," they will be subject to the prospectus
delivery requirements of Section 5(b)(2) of the Securities Act of 1933.
In addition to selling their common stock under this prospectus, the
selling stockholders may:
- agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common stock,
including liabilities arising under the Securities Act of
1933;
- transfer their common stock in other ways not involving market
makers or established trading markets, including directly by
gift, distribution, or other transfer; or
- sell their common stock under Rule 144 of the Securities Act
of 1933 rather than under this prospectus, if the transaction
meets the requirements of Rule 144.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Sigma-Aldrich consists of 200,000,000
shares of common stock, $1.00 par value per share. The outstanding common stock,
including the common stock offered hereby, is fully-paid and nonassessable. The
following is a summary of certain terms and rights of the common stock.
- Dividends may be paid on the common stock, as and when
declared by the Board of Directors out of funds legally
available for distribution as a dividend.
- 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 stockholders for a vote.
- Upon liquidation, the holders of the common stock are entitled
to receive all assets of Sigma-Aldrich available for
distribution to stockholders. Distribution on liquidation are
required to be made pro rata in accordance with their
holdings.
- Sigma-Aldrich's Certificate of Incorporation, as amended,
requires that certain transactions must be approved by the
affirmative vote of two-thirds of the shares of voting stock.
The types of transactions requiring a two-thirds vote include:
- a merger or consolidation of Sigma-Aldrich
with another corporation;
- a merger or consolidation involving a
subsidiary of Sigma-Aldrich when shares of
Sigma-Aldrich in excess of 35% of the
outstanding shares are issued;
- a sale of assets having an aggregate book
value of 20% of Sigma-Aldrich's total assets;
- the adoption of a plan of liquidation or
dissolution; and
- certain related transactions.
6
<PAGE>
- The common stock has no preemptive or conversion rights,
redemption provisions or sinking fund provisions.
- Our By-laws contain provisions requiring advance notice of
nominations of directors or of the proposal of other business
to be conducted at meetings of stockholders.
- Special meetings of stockholders, unless otherwise prescribed
by statute, may be called by the Chairman of the Board of
Directors, the President or the Board of Directors, or by the
person designated in the written request of holders of not
less than a majority in amount of all shares of the Company
entitled to vote at the meeting (subject to any requirements
or limitations imposed by the Certificate of Incorporation, as
amended, by the amended By-laws, or by law) which request must
describe the purpose or purposes for which the meeting is to
be held.
LEGAL MATTERS
For purposes of this offering, the law firm of Blumenfeld, Kaplan &
Sandweiss, P.C. is giving its opinion on the validity of the Sigma-Aldrich
common stock registered pursuant to this prospectus. 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 our common stock plus options to acquire
twelve thousand (12,000) shares of our common stock. As of the date of this
prospectus, attorneys at Blumenfeld, Kaplan & Sandweiss, P.C., other than Mr.
Sandweiss, who have worked on substantive matters for Sigma-Aldrich own fewer
than fifteen thousand (15,000) shares of our common stock.
EXPERTS
The consolidated financial statements of Sigma-Aldrich Corporation
incorporated by reference in this prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the Securities and Exchange Commission's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for further information on the public
reference rooms. Our Securities and Exchange Commission filings are also
available to the public from the Securities and Exchange Commission's website at
"http://www.sec.gov."
The common stock is traded as "National Market Securities" on The
Nasdaq National Market. Material filed by Sigma-Aldrich can be inspected at the
offices of the National Association of Securities Dealers, Inc., Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the Securities and Exchange
Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the Securities and Exchange Commission under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this offering
has been completed:
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 0-8135);
7
<PAGE>
2. Quarterly Report on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;
3. Current Report on Form 8-K dated February 16, 1999 (filed
February 17, 1999); and
4. The description of Sigma-Aldrich's common stock contained in
Sigma-Aldrich'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
Sigma-Aldrich'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."
You may request a copy of these filings, at no cost, by writing to us
at the following address:
Attention: Kirk A. Richter, Treasurer
Sigma-Aldrich Corporation
3050 Spruce Street
St. Louis, Missouri 63103
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission. You should rely only on the information or
representations provided in this prospectus. We have authorized no one to
provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus is accurate as of any date other than
the date on the front of the document.
8
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses (other than underwriting
discounts and commissions), which other than the Securities and Exchange
Commission registration fee are estimates, payable by Sigma-Aldrich in
connection with the sale and distribution of the shares registered hereby*:
SEC registration fee $ 467
Accounting fees and expenses $ 2,500
Legal Fees and expenses $ 6,000
Miscellaneous expenses $ 1,033
Total $10,000
* The selling stockholders will pay any sales commissions or underwriting
discount and fees and expenses of their counsel incurred in connection with the
sale of shares registered hereunder.
ITEM 15. 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).
Sigma-Aldrich's By-Laws provide that it shall indemnify, and in
Sigma-Aldrich'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, Sigma-Aldrich's Certificate of Incorporation eliminates
the personal liability of directors to Sigma-Aldrich or its stockholders for
monetary damages for breach of fiduciary duty as a director, except (i) for
breaches of the duty of loyalty to Sigma-Aldrich or its stockholders, (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 16. EXHIBITS
See Exhibit Index.
<PAGE>
ITEM 17. 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 this registration statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this 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 this
registration statement or any material change to such information
in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(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 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 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 this
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.
2
<PAGE>
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-3 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 9th day of
March, 1999.
SIGMA-ALDRICH CORPORATION
By: /s/ Kirk A Richter
------------------------------
Kirk A. Richter, Treasurer
Each person whose signature appears below constitutes and appoints
Thomas M. Tallarico 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
/s/ Carl T. Cori Director, Chairman of the Board March 1, 1999
- -------------------------
Carl T. Cori and Chief Executive Officer
/s/ David R. Harvey Director, President and February 26, 1999
- -------------------------
David R. Harvey Chief Operating Officer
/s/ Karen J. Miller Controller February 26, 1999
- -------------------------
Karen J. Miller
/s/ Kirk A. Richter Treasurer March 2, 1999
- -------------------------
Kirk A. Richter
/s/ Thomas M. Tallarico Vice President and Secretary February 26, 1999
- -------------------------
Thomas M. Tallarico
/s/ David M. Kipnis Director March 4, 1999
- -------------------------
David M. Kipnis
/s/ Andrew E. Newman Director March 4, 1999
- -------------------------
Andrew E. Newman
/s/ Jerome W. Sandweiss Director March 4, 1999
- -------------------------
Jerome W. Sandweiss
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
3.1 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)
3.2 By-Laws, as amended (incorporated herein by reference to Exhibit
3.1 of Sigma-Aldrich's Current Report on Form 8-K dated February
16, 1999 (filed February 17, 1999) (File No.
0-8135).
5.1 Opinion of Counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included in Signature Page).
- --------------
EXHIBIT 5.1
Blumenfeld, Kaplan & Sandweiss, P.C.
168 North Meramec Avenue
St. Louis, MO 63105-3763
Telephone: (314) 863-0800
Facsimile: (314) 863-9388
March 9, 1999
Sigma-Aldrich Corporation
3050 Spruce Street
St. Louis, MO 63103
Gentlemen:
We are acting as counsel for Sigma-Aldrich Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement relates to 62,039 shares of the Company's common stock,
$1.00 par value per share.
In connection herewith, we have examined and relied without independent
investigation as to matters of fact upon such certificates of public officials,
such statements and certificates of officers of the Company and originals or
copies certified to our satisfaction of (i) the Registration Statement, (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.. In rendering this opinion, we have assumed the genuineness of all
signatures on all documents examined by us, the due authority of the parties
signing such documents, the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies.
Based upon and subject to the foregoing, it is our opinion that the
62,039 shares of common stock of the Company covered by the Registration
Statement are legally issued, fully paid and non-assessable shares of common
stock of the Company.
We hereby consent to the reference to our name in the Registration
Statement under the caption "Legal Matters" and further consent to the filing of
this opinion as Exhibit 5.1 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.
By: /s/ JEROME I. KASKOWITZ
---------------------------------------
Jerome I. Kaskowitz
EXHIBIT 23.1
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 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.
/s/ ARTHUR ANDERSEN LLP
- ---------------------------------------
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
March 8, 1999
