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As filed with the Securities and Exchange Commission on June 12, 1996
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
The General Chemical Group Inc.
(Exact name of Registrant as specified in its charter)
Delaware 02-0423437
(State of incorporation) (I.R.S. Employer Identification Number)
Liberty Lane
Hampton, New Hampshire 03842
(603) 929-2606
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
The General Chemical Group Inc.
Restricted Unit Plan for Non-Employee Directors
The General Chemical Group Inc.
1996 Stock Option and Incentive Plan
The General Chemical Group Inc.
Restricted Unit Plan
(Full Title of the Plans)
------------------------------------
Edward J. Waite, III
Vice President, General Counsel and Secretary
General Chemical Corporation
90 East Halsey Road
Parsippany, New Jersey 07054
(201) 515-0900
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
----------------------------
With copies to:
Raymond C. Zemlin, P.C.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered (1) Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 3,100,000 $18.75(2) $58,125,000(2) $20,043.10
==================================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to The
General Chemical Group Inc. Restricted Unit Plan for Non-Employee
Directors, The General Chemical Group Inc. 1996 Stock Option and Incentive
Plan and The General Chemical Group Inc. Restricted Unit Plan in the event
of a stock dividend, reverse stock split, split-up, recapitalization or
other similar event or forfeited under the terms of the Plans.
(2) This estimate is based on the average of the high and low sales prices of
the common stock of The General Chemical Group Inc., par value $.01 per
share, as reported on the New York Stock Exchange on June 7, 1996, pursuant
to Rule 457(c) and (h) under the Securities Act, solely for purposes of
determining the registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The General Chemical Group Inc. (the "Company") hereby incorporates by
reference the documents listed in (a) through (c) below, which have previously
been filed with the Securities and Exchange Commission (the "SEC").
(a) The Company's final prospectus, filed with the SEC on May 16,
1996 pursuant to Rule 424(b) of the Securities Act;
(b) All other reports filed with the SEC since May 16, 1996 pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended, (the "Exchange Act"); and
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the SEC on October
15, 1994, as amended, under Section 12 of the Exchange Act and
any amendments or reports filed for the purpose of updating such
description.
In addition, all documents subsequently filed with the SEC by the
Company pursuant to Sections 13(a) and 13(c), Section 14 and Section 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment hereto that
indicates that all securities offered hereunder have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
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 incorporated or 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 of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware (the "GCLD") empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a manner that he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Under subsection
(a) the termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best
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interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
Subsection (b) of Section 145 of the GCLD empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been found to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Subsection (d) of Section 145 of the GCLD permits indemnification
under subsections (a) and (b) of Section 145 only if authorized in the specific
case following a determination that the individual seeking indemnification has
met the standard of conduct required by the applicable subsection. Such
determination shall be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of Section
145 in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith; that indemnification provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; that indemnification provided for by
Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators; and that the corporation has the power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.
The Amended and Restated By-laws of the Company (the "By-laws")
provide that directors and officers of the Company shall be, and at the
discretion of the Board of Directors non-officer employees may be, indemnified
by the Company to the fullest extent authorized by GCLD, as it now exists or may
in the future be amended, against all expenses and liabilities reasonably
incurred in connection with service for or on behalf of the Company and further
permits the advancing of expenses incurred in defending claims. The By-laws of
the Company also provide that the right of directors and officers to
indemnification shall be a contract right and shall not be exclusive of any
other right now possessed or hereafter acquired under any By-law, agreement,
vote of stockholders or otherwise.
Section 102(b)(7) of the GCLD provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the GCLD, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Amended and Restated Certificate of Incorporation of the Company
contains a provision that generally eliminates the personal liability of
directors for monetary damages for breaches of their fiduciary duty, including
breaches involving negligence or gross negligence in business combinations,
unless the director has breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or a knowing a violation of law, paid a
dividend or approved a stock repurchase in violation of the GCLD or obtained am
improper personal benefit.
The Company carries directors' and officers' liability insurance
covering its directors and officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
2
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Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement:
+4.1 Amended and Restated Certificate of Incorporation of The General
Chemical Group Inc.
+4.2 Amended and Restated By-Laws of The General Chemical Group Inc.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in their opinion
filed as Exhibit 5.1 hereto).
23.2 Consent of Deloitte & Touche LLP, Independent Accountants.
24.1 Power of Attorney (included on the signature page of this
registration statement).
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+ Incorporated by reference to the relevant exhibit to The General Chemical
Group Inc. Registration Statement on Form S-1 (File No. 33-83766) as filed
with the SEC on March 15, 1996.
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;
(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 and 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; and
(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) herein 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 undersigned
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; and
(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, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (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.
3
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(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 foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the SEC 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.
4
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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 Parsippany, State of New Jersey on this 16th day of
May 1996.
THE GENERAL CHEMICAL GROUP INC.
Ralph M. Passino
By: _____________________________________
Ralph M. Passino
Vice President and Chief Financial
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of The General Chemical Group Inc. hereby severally constitute Ralph
M. Passino, Stewart A. Fisher and Kevin J. O'Connor, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement (or any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and conforming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and any and all amendments thereto.
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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
Paul M. Montrone Chairman of the Board of Directors May 16, 1996
__________________________________
Paul M. Montrone
Richard R. Russell Director, President and Chief Executive May 16, 1996
__________________________________ Officer (Principal Executive Officer)
Richard R. Russell
Ralph M. Passino Vice President and Chief Financial Officer May 16, 1996
__________________________________ (Principal Financial and Accounting
Ralph M. Passino Officer)
Paul M. Meister Director May 16, 1996
__________________________________
Paul M. Meister
</TABLE>
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page*
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<C> <S> <C>
+3.1 Amended and Restated Certificate of Incorporation of The General Chemical Group, Inc.
+3.2 Amended and Restated By-Laws of The General Chemical Group, Inc.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in their opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Deloitte & Touche LLP, Independent Accountants.
24.1 Powers of Attorney (included on the signature page of this registration statement).
</TABLE>
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* Refers to sequentially numbered copy.
+ Incorporated by reference to the relevant exhibit to The General Chemical
Group Inc. Registration Statement on Form S-1 (File No. 33-83766) as filed
with the SEC on March 15, 1996.
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[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP]
June 11, 1996
The General Chemical Group Inc.
Liberty Lane
Hampton, NH 03842
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
This opinion is rendered to you in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") and the prospectuses
related thereto (the "Prospectuses"), relating to an aggregate of 3,100,000
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock") consisting of (i) 2,200,000 shares issuable upon exercise of options or
the grant of other stock awards pursuant to the Company's 1996 Stock Option and
Incentive Plan (the "Omnibus Plan"), (ii) 850,000 shares issuable upon exercise
of restricted units pursuant to the Company's Restricted Unit Plan (the
"Employee Plan") and (iii) 50,000 shares issuable upon exercise of restricted
units pursuant to the Company's Restricted Unit Plan for Non-Employee Directors
(the "Director Plan").
We have acted as counsel to the Company in connection with the
preparation of the Registration Statement. For purposes of this opinion, we have
examined the Amended and Restated Certificate of Incorporation and the Amended
and Restated By-laws, as amended and restated, of the Company; such records of
the corporate proceedings of the Company as we have deemed material; the
Registration Statement and all exhibits thereto; the Omnibus Plan; the Employee
Plan; the Director Plan; and such other documents as we have deemed necessary to
enable us to render this opinion.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America, The Commonwealth of
Massachusetts and the State of Delaware.
In rendering the opinions expressed herein, we assume that all steps
necessary to comply with the registration requirements of the Securities Act and
with applicable requirements of state law regulating the sale of securities will
be duly taken.
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The General Chemical Group Inc.
June 11, 1996
Page 2
Based upon and subject to the foregoing, and having regard for such
legal considerations as we have deemed relevant, it is our opinion that the
Shares have been authorized for issuance and, when issued and delivered against
payment of the consideration therefor as set forth in the Prospectuses and the
related Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the Registration
Statement and the Prospectus contained therein.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The General Chemical Group Inc. on Form S-8 of our report dated February 23,
1996 (April 15, 1996 as to the Richmond Works incident described in Note 5)
appearing in Registration Statement No. 33-83766 on Form S-1 of The General
Chemical Group Inc.
DELOITTE & TOUCHE LLP
Parsippanny, New Jersey
June 10, 1996
