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Previous: PARAGON TECHNOLOGIES INC, 10-Q, EX-27, 2000-11-14 |
Next: SIGMA ALDRICH CORP, S-8, EX-5, 2000-11-14 |
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)
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St. Louis, Missouri 63103 (314) 771-5765 |
Identification No.) |
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SIGMA-ALDRICH CORPORATION SHARE OPTION PLAN OF 2000
(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
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(2) Each share of common stock also represents one common stock purchase right. Common stock purchase rights cannot trade separately from the underlying common stock and, therefore, do not carry a separate price or necessitate an additional fee.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h). The proposed maximum offering price per share represents the weighted average exercise price of currently outstanding options under the Share Option Plan of 2000 and the average of the high and low prices of the Common Stock on November 10, 2000, as reported by The Nasdaq National Market, for the shares reserved for issuance under the remaining options under such plan.
(4) Omitted pursuant to Rule 457(o) under the Securities Act of 1933.
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 under File No. 0-8135 are incorporated herein by reference:
(b) The Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2000, as amended on Form 10-Q/A filed on June 2, 2000, and June 30, 2000;
(c) The Company's Current Report on Form 8-K dated May 15, 2000 (filed May 15, 2000) and August 9, 2000 (filed August 11, 2000);
(d) 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"; and
(e) The description of the Company's Common Stock Purchase Rights contained in the Company's registration statement on Form 8-A dated August 9, 2000 (filed August 10, 2000).
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 stockholders 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.
Pursuant to the Rights Agreement between the Company and Computershare Investor Services, LLC, as Rights Agent, dated August 8, 2000, the Board of Directors declared a dividend of one common share purchase right for each outstanding share of common stock held by stockholders on August 22, 2000. Each right entitles the holder to purchase one share of the Company's Common Stock for $150.00, subject to adjustment. A description of the rights is contained in the Company's Registration Statement on Form 8-A dated August 9, 2000 (filed August 10, 2000), which is incorporated herein by reference.
The 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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 the 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 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.
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(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;
(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
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, Michael R. Hogan 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 by the following persons in the capacities and on the date indicated.
| Signature |
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| /s/ Carl T. Cori | Director and Chairman of the Board |
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| Carl T. Cori |
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| /s/ David R. Harvey | Director, President and |
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| David R. Harvey | Chief Executive Officer |
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| /s/ Michael R. Hogan | Chief Financial Officer |
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| Michael R. Hogan |
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| /s/ Karen J. Miller | Controller (also functions as Chief |
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| Karen J. Miller | Accounting Officer) |
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| /s/ Nina V. Fedoroff | Director |
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| Nina V. Fedoroff |
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| /s/ David M. Kipnis | Director |
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| David M. Kipnis |
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| /s/ Andrew E. Newman | Director |
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| Andrew E. Newman |
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| /s/ William C. O'Neil, Jr. | Director |
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| William C. O'Neil, Jr. |
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| /s/ Jerome W. Sandweiss | Director |
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| Jerome W. Sandweiss |
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| /s/ D. Dean Spatz | Director |
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| D. Dean Spatz |
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| /s/ Thomas N. Urban | Director |
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| Thomas N. Urban |
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EXHIBIT INDEX
| Exhibit Number | Description |
| 4.1 | Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3(a) of the Company's Quarterly Report on Form10-Q for the quarter ended September 30, 1996, File No. 0-8135) |
| 4.2 | By-Laws, as amended (incorporated by reference to Exhibit3.1 of the Company's Current Report on Form 8-K filed on December 22, 1999, File No. 0-8135) |
| 4.3 | Rights Agreement between Sigma-Aldrich Corporationand Computershare Investor Services, LLC, as Rights Agent (incorporated byreference to Exhibit 1 of the Company's Registration Statement on Form8-A dated August 9, 2000 (filed August 10, 2000, File No. 0-8135) |
| 5.1 | Opinion of Counsel |
| 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) |
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