As filed with the Securities and Exchange Commission
on January 6, 1995 File No. 33-
_________________________________________________________________________
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________________
STEPAN COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-1823834
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
22 West Frontage Road
Northfield, Illinois 60093
(Address of Principal Executive Offices) (Zip Code)
1992 Stock Option Plan
(Full Title of the Plan)
Jeffrey W. Bartlett
Vice President, General Counsel and Corporate Secretary
Stepan Company
22 West Frontage Road
Northfield,Illinois 60093
(Name and Address of Agent For Service)
(708) 446-7500
(Telephone Number, Including Area Code, of Agent For Service)
___________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Proposed
Proposed Maximum
Maximum Aggregate Amount
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share* Price* Fee
_______________________________________________________________________________
Common Stock, par
value $1.00
per share... 1,595,600 $ 14.625 $ 23,335,650 $ 8,046.78.
________________________________________________________________________________
* Pursuant to Rule 457(h)(1), computed on the basis of the average of the
high and low prices of the Registrant's Common Stock as reported on the
American Stock Exchange on December 30, 1994.
_______________________________________________________________________________
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by Stepan
Company, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), File No. 1-4462, are incorporated by reference herein and
shall be deemed to be a part hereof:
(a) The Company's Report on Form 10-K for the year ended December 31,
1993.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994, June 30, 1994 and September 30, 1994.
(c) Current Report on Form 8-K, dated November 11, 1994.
(d) The description of Common Stock included in the Company's
Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and shall be deemed a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law and Article X of
the Company's By-laws provide for indemnification of the Company's directors
and officers in a variety of circumstances, which may include liabilities under
the Securities Act of 1933. In addition, the Company has purchased insurance
as permitted by Delaware law on behalf of directors, officers, employees or
agents, which may cover liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits which is incorporated herein by reference.
Item 9. Undertakings.
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 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;
(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 (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and 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
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.
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 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.
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 provisions of the registrant's articles of
incorporation or by-laws 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 of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.
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 Northfield, State of Illinois, on this 30th day
of December, 1994.
STEPAN COMPANY
By: /s/ Jeffrey W. Bartlett
_____________________________________
Jeffrey W. Bartlett
Vice President, General Counsel
and Corporate Secretary
Each person whose signature appears below hereby constitutes and
appoints F. Quinn Stepan, Walter J. Klein and Jeffrey W. Bartlett, and each of
them individually, the true and lawful attorney- or attorneys-
attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such 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, as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their or his substitute or substitutes, 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 their
respective capacities on this 30th day of December, 1994.
Signature Title
___________ _______
/s/ F. Quinn Stepan Chairman, President, Chief Executive Officer
F. Quinn Stepan and Director
/s/ James J. Gavin, Jr.
James J. Gavin, Jr. Director
/s/ Thomas F. Grojean
Thomas F. Grojean Director
/s/ James A. Hartlage
James A. Hartlage Senior Vice President - Technology and
Director
/s/ Walter J. Klein Vice President - Finance, Principal
Walter J. Klein Financial and Accounting Officer
/s/ Paul H. Stepan
Paul H. Stepan Director
/s/ Robert D. Cadieux
Robert D. Cadieux Director
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
- ----------- ----------------------- -----------
(4)i Copy of Revolving Credit and Term Loan Agreement
dated February 20, 1990, with The First National
Bank of Chicago and the amendment dated
March 21, 1990 (incorporated by
reference to the Company's Form 10-K for the
year ended December 31, 1989)
(4)m Copy of Second Amendment dated September 20,
1991, amending Revolving Credit and Term
Loan Agreement dated February 20, 1990
(see (4)i above)(incorporated by reference to the
Company's Form 10-K for the year ended
December 31, 1991)
(4)m(1) Copy of Third Amendment dated December 29, 1992,
amending Revolving Credit and Term Loan Agreement
dated February 20, 1990 (see (4)i and (4)m above)
(incorporated by reference to the Company's
Form 10-K for the year ended December 31, 1992)
(4)n(1) Copy of Certificate of Designation, Preferences
and Rights of the 5 1/2% Convertible
Preferred Stock, without Par Value
and the Amended Certificate dated August 12,
1992 and April 28, 1993 (incorporated by
reference to the Company's Form
8-K filed on April 28, 1993)
(4)n(2) Copy of Issuer Tender Offer on Schedule 13E-4
dated August 13, 1992 (incorporated by
reference to the Company's Form
10-Q for the quarter ended September 30, 1992)
(4)n(3) Copy of Amendment No. 1 to Schedule 13E-4
(see also (4)n(2) above) dated September 23,
1992 (incorporated by reference to the
Company's Form 10-Q for the quarter ended
September 30, 1992)
(4)o Copy of 1992 Stock Option Plan (incorporated
by reference to the Company's Proxy Statement
for the 1992 Annual Meeting of Stockholders)
In accordance with 601(b)(4)(iii) of
Regulation S-K, certain debt instruments
are omitted, where the amount of securities
authorized under such instruments does not
exceed 10% of the total consolidated assets
of the Registrant. Copies of such instruments
will be furnished to the Commission upon
request.
5 Opinion of Mayer, Brown & Platt . . . . . . 7
23(a) Consent of Mayer, Brown & Platt (included in
Exhibit 5). . . . . . . . . . . . . . . . . .
23(b) Consent of Arthur Andersen LLP . . . . . . . 8
24 Powers of Attorney (included on the signature
page of the registration statement)
Exhibit 5
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January 5, 1995
Stepan Company
22 West Frontage Road
Northfield, Illinois 60093
Re: Common Stock, $1.00 par value per share
______________________________________
Ladies and Gentlemen:
We have acted as securities counsel to Stepan Company, a
Delaware corporation (the "Company"), in connection with the adoption of its
1992 Stock Option Plan (the "Plan"). We are familiar with the corporate
proceedings relative to the adoption of the Plan and the issuance of shares
pursuant to the Plan, and we have examined such records and documents as we
considered necessary for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the shares
of Common Stock, $1.00 par value per share, of the Company issuable pursuant to
the Plan have been validly authorized and, when sold pursuant to the Plan, will
be validly issued, fully paid and nonassessable shares of Common Stock of the
Company.
We consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-8 registering the shares issuable pursuant
to the Plan.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
Exhibit 23(b)
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
___________________________________________
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 11, 1994
included in Stepan Company's Form 10-K for the year ended December 31, 1993 and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
