[DESCRIPTION] Albemarle Corporation S-8
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As filed with the Securities and Exchange
Commission on July 20, 1999
Registration Statement No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
ALBEMARLE CORPORATION
(Exact name of Registrant as specified in its Charter)
Virginia 54-1692118
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
330 South Fourth Street
Richmond, Virginia 23219
(Address of principal executive office, including zip code)
ALBEMARLE CORPORATION
1998 INCENTIVE PLAN
(Full title of the Plan)
____________________
E. Whitehead Elmore, Esq.
Senior Vice President, Secretary and
General Counsel
Albemarle Corporation
330 South Fourth Street
Richmond, Virginia 23219
804-788-6000
(Name, address and telephone number, including area code, of
agent for service)
With copy to:
Allen C. Goolsby, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
____________________
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed maximum
securities maximum aggregate Amount of
to be Amount to be offering price offering registration
registered registered per share (1) price (1) fee
Common Stock 3,000,000 shares $ 19.5 (1) $ 58,500,000 $ 16,263
(1) Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to
Rule 457(c) under the Securities Act of 1933 on the basis of $19.5
per share, which was the average of the high and low prices
of the Common Stock on the New York Stock Exchange on July 16,
1999, as reported in the Wall Street Journal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Albemarle Corporation (the
"Company") with the Commission (file No. 1-12658) are
incorporated herein by reference and made a part hereof: (i) the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998; (ii)the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999; (iii) the Company's
Current Report on Form 8-K dated April 16, 1999, filed on April
19, 1999; (iv) the description of the Company's Common Stock (the
"Common Stock") contained in a registration statement on Form 10,
dated December 7, 1993, as amended on December 22, 1993 and
February 11, 1994, filed under the Securities Exchange Act of
1934 (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), after the date of the Prospectus
and prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated
by reference herein modifies or supersedes such earlier
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Prospectus.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Virginia Stock Corporation Act permits, and the
Company's Articles of Incorporation (the "Articles") require,
indemnification of the Company's officers and directors in a
variety of circumstances which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Under
section 13.1-697 and 13.1-702 of the Virginia Stock Corporation
Act, a Virginia corporation is generally authorized to indemnify
its directors or officers in civil or criminal actions if they
acted in good faith and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful. The
Company's Articles require indemnification of any person with
respect to certain liabilities incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company a director or officer or (ii) his
service as a director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the case of
willful misconduct or knowing violation of criminal law. In
addition, the Company carries insurance on behalf of directors
and officers that may cover liabilities under the Securities Act.
As permitted by the Virginia Stock Corporation Act, the Company's
Articles provide that in any proceeding brought by a shareholder
of the Company in the right of the Company or brought by or on
behalf of shareholders of the Company, no director or officer of
the Company shall be liable to the Company or its shareholders
for monetary damages with respect to any transaction, occurrence
or course of conduct, whether prior or subsequent to the
effective date of such Articles, except for liability resulting
from such person having engaged in willful misconduct or knowing
violation of the criminal law or any federal or state securities
law. Section 13.1-692.1 of the Virginia Stock Corporation Act
presently permits the elimination of liability of directors and
officers in any proceeding brought by or on behalf of
stockholders of the Company, except for liability resulting from
a person's having engaged in willful misconduct or knowing
violation of the criminal law or any federal or state securities
law, including, without limitation, any unlawful insider trading
or manipulation of the market for any security. Sections
13.1-692.1 and 13.1-696 to -704 of the Virginia Stock Corporation
Act are hereby incorporated by reference herein.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit No.
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4.1 Articles of Incorporation of the Company (Incorporated
herein by reference from Exhibit 3.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994
(No. 1-12658)).
4.2 Amended By-laws of the Company (Incorporated herein by
reference from Exhibit 28.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997
(No. 1-12658)).
4.3 Albemarle Corporation 1998 Incentive Plan (Incorporated
herein by reference from an exhibit to the Company's Definitive
Schedule 14A for 1998 Annual Meeting of Shareholders
(No. 1-12658)).
5 Opinion of Hunton & Williams as to the legality of the
securities being registered.
23.1 Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5 to the Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on signature page).
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are 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, as amended (the"Securities Act");
(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 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 in such information in the
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 by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability
under the Securities Act, 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 Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Richmond, Commonwealth of Virginia, on this 20th day of July,
1999.
ALBEMARLE CORPORATION
(Registrant)
By: /s/ Floyd D. Gottwald, Jr.
------------------------------
Floyd D. Gottwald, Jr.
Chairman of the Board of Directors,
Chairman of the Executive Committee
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 20th day of July, 1999. Each
person whose signature appears below hereby authorizes either
agent for service named in the registration statement to execute
in the name of each such person, and to file, any amendment,
including any post-effective amendment, to the registration
statement making such changes in the registration statement as
the registrant deems appropriate, and appoints such agent for
service as attorney-in-fact to sign on his behalf individually
and in each capacity stated below and file all amendments and
post-effective amendments to the registration statement.
Signature Title
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By: /s/ Floyd D. Gottwald, Jr.
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Floyd D. Gottwald, Jr.
Chairman of the Board of Directors, Chairman of the
Executive Committee, and Chief Executive Officer
By: /s/ Dirk Betlem
----------------------------
Dirk Betlem
President, Chief Operating Officer and Director
By: /s/ Charles B. Walker
----------------------------
Charles B. Walker
Vice Chairman of the Board of Directors, Chief Financial Officer
and Director
By: /s/ Robert G. Kirchhoefer
----------------------------
Robert G. Kirchhoefer
Principal Accounting Officer
By: /s/ John D. Gottwald
----------------------------
John D. Gottwald
Director
By: /s/Andre' B. Lacy
----------------------------
Andre' B. Lacy
Director
By: /s/ Emmett J. Rice
-----------------------------
Emmett J. Rice
Director
By: /s/ Craig R. Anderson
-----------------------------
Craig R. Anderson
Director
By: /s/ Seymour S. Preston III
-----------------------------
Seymour S. Preston III
Director
By: /s/ Charles E. Stewart
-------------------------------
Charles E. Stewart
Director
By: /s/ Anne Marie Wittemore
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Anne Marie Wittemore
Director
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
EXHIBITS
filed with
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
____________________
ALBEMARLE CORPORATION
1998 INCENTIVE PLAN
(full title of the plan)
EXHIBIT INDEX Page No.
4.1 Articles of Incorporation of the Company (Incorporated
herein by reference from Exhibit 3.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994
(No. 1-12658)).
4.2 Amended By-laws of the Company (Incorporated herein by
reference from Exhibit 28.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997
(No. 1-12658)).
4.3 Albemarle Corporation 1998 Incentive Plan (Incorporated
herein by reference from an exhibit to the Company's Definitive
Schedule 14A for 1998 Annual Meeting of Shareholders
(No. 1-12658)).
5 Opinion of Hunton & Williams.
23.1 Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5 to the Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on signature page).
Exhibit 5
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[LETTERHEAD OF HUNTON & WILLIAMS]
July 20, 1999
Board of Directors
Albemarle Corporation
330 South Fourth Street
Richmond, Virginia 23219
Re: Registration Statement on Form S-8
Relating to Albemarle Corporation 1998 Incentive Plan
Ladies and Gentlemen:
We are acting as counsel for Albemarle Corporation, a
Virginia Corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, of
3,000,000 shares of its common stock (the "Common Stock") to be
offered pursuant to the Company's 1998 Incentive Plan (the
"Plan"). The shares of Common Stock to be issued under the Plan
are being registered by the Company in a Registration Statement
on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission"). In
connection with the filing of the Registration Statement, you
have requested our opinion concerning certain corporate matters.
In rendering this opinion, we have relied upon, among other
things, our examination of such records of the Company and
certificates of its officers and of public officials as we have
deemed necessary.
Based upon the foregoing and the further qualifications
stated below, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the Commonwealth
of Virginia.
2. The Common Stock has been duly authorized and, when the shares
have been issued in accordance with the terms of the Plan and the
applicable Agreements (as defined in the Plan), will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement.
Very truly yours,
HUNTON & WILLIAMS
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
5, 1999 relating to the financial statements, which report
appears on page 43 in the 1998 Annual Report and Form 10 K to
Shareholders of Albemarle Corporation and Subsidiaries.
PricewaterhouseCoopers LLP
Richmond, Virginia
July 19, 1999
