As filed with the Securities and Exchange Commission on July 20, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BUSH BOAKE ALLEN INC.
(Exact Name of Registrant as Specified in Its Charter)
VIRGINIA 13-2560391
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
7 MERCEDES DRIVE
MONTVALE, NEW JERSEY 07645
(Address, including Zip Code, of Principal Executive Offices)
BUSH BOAKE ALLEN INC.
1994 STOCK OPTION AND STOCK AWARD PLAN
(Full Title of the Plan)
JULIAN W. BOYDEN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
BUSH BOAKE ALLEN INC.
7 MERCEDES DRIVE
MONTVALE, NEW JERSEY 07645
(201) 391-9870
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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With a copy to:
WARREN J. CASEY, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(973) 966-6300
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1)(2) Per Share(3) Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $30.28125 $30,281,250 $8,932.97
$1.00 Par Value
Total Registration Fee $8,932.97
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(1) Does not include 1,000,000 shares of Common Stock that may be issued
pursuant to the Bush Boake Allen Inc. 1994 Stock Option and Stock Award
Plan (the "Plan"), that were previously registered under Registration
Statement on Form S-8, filed on November 22, 1994 (No. 33-86588).
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also relates to an indeterminate number of
shares of Common Stock that may be issued pursuant to anti-dilution
provisions contained in the Plan.
(3) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h)(1) and
Rule 457(c) based on the average high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on
July 16, 1998.
<PAGE>
REGISTRATION STATEMENT
FOR ADDITIONAL SECURITIES
ON FORM S-8
Incorporation by Reference
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 1,000,000 shares of Common Stock that may be issued
under the Bush Boake Allen, Inc. 1994 Stock Option and Stock Award Plan (the
"Plan") as a result of an annual increase in the number of shares that may be
offered under the Plan. 1,000,000 shares of Common Stock that may be issued
under the Plan were previously registered under Registration Statement on Form
S-8, filed on November 22, 1994 (No. 33-86588). Registration Statement on Form
S-8, filed on November 22, 1994 (No. 33-86588) is incorporated by reference
herein pursuant to General Instruction E to Form S-8, except for Item 6 of such
Registration Statement.
ITEM 6. Indemnification of Directors and Officers.
The Bylaws of Bush Boake Allen Inc. ("BBA") provide that each person
who now is, was or hereafter becomes a director or officer shall be indemnified
by BBA against liabilities and expenses reasonably incurred by or imposed on
such person, including liabilities arising under the Securities Act of 1933, in
connection with any action, suit or proceeding in which such person was, is or
is threatened to be made a party by reason of such person now or hereafter being
or having been a director or officer of BBA, only if (i) such person acted in
relation to such matters in a manner such person believed, in the case of
conduct in his official capacity, to be in the best interests of BBA, and in all
other cases his conduct was at least not opposed to BBA's best interests, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe such conduct was unlawful, (ii) in connection with a proceeding by or in
the right of BBA, such person was not adjudged liable to BBA and (iii) in
connection with any proceeding charging improper benefit to such person, whether
or not involving his official capacity, he was adjudged liable on the basis that
personal benefit was improperly received by him. Such rights of indemnification
are in addition to any other rights to which any such person may otherwise be
entitled. In addition, directors have indemnification contracts with BBA that
provide for substantially similar indemnification as that provided for by the
Bylaws.
The Virginia Stock Corporation Act also provides that a corporation may
indemnify any officer or director against loss and expense reasonably incurred
in connection with a civil suit or proceeding to which such person is a party by
reason of being such officer of director, on condition such person acted in good
faith and believed his conduct was in the corporation's best interest in the
case of conduct in this official capacity, or, in all the other cases, believed
his conduct was not opposed to the best interests of the corporation. With
respect to a criminal proceeding, a corporation may indemnify an officer or
director under the same conditions as set forth above if such person had no
reasonable cause to believe his conduct was unlawful. With respect to suits
brought by or in the right of the corporation to which an officer or director is
adjudged liable, indemnification may be made only if a court determines such
person is fairly and reasonably entitled to indemnification in view of the
relevant circumstances, provided any such indemnification shall be limited to
reasonable expenses incurred.
BBA maintains both Directors and Officers liability and Corporate
Reimbursement insurance which provides for payments on behalf of the Director
and Officers of all losses of such persons (other than matters uninsurable under
the law) arising from claims, including claims arising under the Securities Act
of 1933, for acts or omissions by such persons while acting as Directors or
Officers.
The directors of BBA, Julian W. Boyden, Peter L. Acton, Thomas R.
Crane, Jr., L. Robert Pfund, James M. Reed, George J. Sella, Jr. and William H.
Trice, are all parties to indemnity agreements with BBA. These director
indemnity agreements provide that BBA will indemnify the director if he becomes
a party to any proceeding by reason of the fact that he is or was a director of
BBA.
BBA and Union Camp Corporation ("Union Camp") have entered into an
agreement whereby each party will indemnify the other party against liabilities
relating to the business of the indemnifying party as it has been conducted
prior to the initial public offering of BBA's common stock, including Union
Camp's agreement to indemnify BBA against all liabilities relating to the
operations and business of BBA's Jacksonville facility at any time up to and
including December 31, 1986, after which date the Jacksonville facility was
operated as part of BBA.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all 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 Montvale, New Jersey, on this 20th day of
July, 1998.
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BUSH BOAKE ALLEN INC.
<S> <C> <C>
JULIAN W. BOYDEN FRED W. BROWN, JR. KENNETH M. McHUGH
By:______________________ By:______________________ By:_____________________
Julian W. Boyden Fred W. Brown, Jr. Kenneth M. McHugh
Chairman, President and Vice President, Finance and Controller
Chief Executive Officer Chief Financial Officer (Principal Accounting Officer)
(Principal Executive Officer) (Principal Financial Officer)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Julian W. Boyden, Fred W.
Brown, Jr. and Kenneth M. McHugh, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution for him and in
his name, place and stead in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective
amendments), and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming what said attorneys-in-fact and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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Signature Title Date
<S> <C> <C>
JULIAN W. BOYDEN
__________________________ July 20, 1998
Julian W. Boyden Chairman, President and Chief Executive
Officer, President, and Director
(Principal Executive Officer)
FRED W. BROWN, JR.
__________________________ July 20, 1998
Fred W. Brown, Jr. Vice President, Finance and Chief
Financial Officer
(Principal Financial Officer)
KENNETH M. McHUGH
__________________________ July 20, 1998
Kenneth M. McHugh Controller (Principal Accounting Officer)
PETER L. ACTON
__________________________ July 20, 1998
Peter L. Acton Director
THOMAS R. CRANE, JR.
__________________________ July 20, 1998
Thomas R. Crane, Jr. Director
L. ROBERT PFUND
__________________________ July 20, 1998
L. Robert Pfund Director
JAMES M. REED
__________________________ July 20, 1998
James M. Reed Director, Vice Chairman of the Board
GEORGE J. SELLA, JR.
__________________________ July 20, 1998
George J. Sella, Jr. Director
WILLIAM H. TRICE
__________________________ July 20, 1998
William H. Trice Director
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
4.2 Bush Boake Allen Inc. 1994 Stock Option and Stock Award Plan (filed as
exhibit 4.2 to the Registrant's Registration Statement on Form S-8
filed on November 22, 1994, No. 33-86588, and incorporated herein by
reference).
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of the
securities being registered.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5 hereto).
24 Power of Attorney (contained on the signature page hereto).
Exhibit 5
PITNEY, HARDIN, KIPP & SZUCH
(MAIL TO)
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
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(DELIVERY TO)
200 CAMPUS DRIVE
FLORHAM PARK, NEW JERSEY 07932-0950
(201) 966-6300
FACSIMILE (201) 966-1550
July 20, 1998
Bush Boake Allen Inc.
7 Mercedes Drive
Montvale, New Jersey 07645
Re: Registration Statement on Form S-8
Directors' Stock Option Plan
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Bush Boake Allen Inc. (the "Company")
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of 1,000,000 shares of
Common Stock of the Company, $1.00 par value (the "Shares") issuable pursuant to
awards granted under the Bush Boake Allen Inc. 1994 Stock Option and Stock Award
Plan (the "Plan").
We have also examined originals, or copies certified or otherwise
identified to our satisfaction, of the Plan, the Certificate of Incorporation
and By-laws of the Company, as currently in effect, and relevant resolutions of
the Board of Directors of the Company; and we have examined such other documents
as we deemed necessary in order to express the opinion hereinafter set forth.
In our examination of such documents and records, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and conformity with the originals of all documents submitted to us
as copies.
Based on the foregoing, we are of the opinion that, when the
Registration Statement has become effective under the Act, and the Shares shall
have been duly issued in the manner contemplated by the Registration Statement
and the Plan, the Shares will be legally issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Virginia, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
We hereby consent to use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
Exhibit 23(a)
Consent of PricewaterhouseCoopers LLP
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 30, 1998, which appears on
page 38 of the 1997 Annual Report to Stockholders of Bush Boake Allen Inc.,
which is incorporated by reference in Bush Boake Allen Inc.'s Annual Report on
Form 10-K for the year ended December 25, 1997.
PRICEWATERHOUSECOOPERS LLP
Florham Park, New Jersey
July 17, 1998
