As filed with the Securities and Exchange Commission on July 2, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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Sequa Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-1885030
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Park Avenue
New York, New York 10166
(Address of Principal Executive Offices and Zip Code)
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1998 Key Employees Stock Option Plan
(Full title of the plan)
----------------
Norman E. Alexander
Chairman of the Board and Chief Executive Officer
Sequa Corporation
200 Park Avenue
New York, New York 10166
(Name and address of agent for service)
(212) 986-5500
(Telephone number, including area code, of agent for service)
----------------
Copy to:
W. Leslie Duffy, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
----------------
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CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Share Aggregate Offering Registration Fee (2)
(2) Price (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Stock,
no par value 500,000 shares $63.91 $31,955,000 $8883.49
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) There are also registered hereunder such indeterminate number of additional
shares as may become subject to awards under the Plan as a result of the
antidilution provision contained therein.
(2) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended,
the registration fee has been calculated based on the average of the high
and low sale prices reported for the Class A Common Stock of Sequa
Corporation on June 25, 1999, which was $63.91 per share, as reported on
the New York Stock Exchange.
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<PAGE>
EXPLANTORY NOTE
This Registration Statement contains two parts. The first part contains a
reoffer Prospectus prepared in accordance with the requirements of Part I of
Form S-3 (in accordance with Section C of the General Instructions to Form S-8)
which covers reoffers and resales by certain shareholders of the Registrant of
Class A Common Stock, no par value (the "Class A Common Stock") of Sequa
Corporation (the "Company") issued to employees pursuant to the 1998 Key
Employees Stock Option Plan (the "Plan").
The second part contains "Information Required in the Registration
Statement" pursuant to Part II of Form S-8. Pursuant to the Note to Part I of
Form S-8, the Plan information specified by Part I is not filed with the
Securities and Exchange Commission (the "Commission"), but documents containing
such information have been or will be sent or given to employees and directors
as specified by Rule 428(b)(1). Such document(s) are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"). The reoffer Prospectus may be utilized
for reofferings of the Company's Class A Common Stock acquired by certain
Selling Stockholders through participation in the Plan.
<PAGE>
PROSPECTUS
Sequa Corporation
500,000 Shares
Class A Common Stock
(no par value)
----------------------
Certain of our stockholders are using this Prospectus to offer shares of
our Class A Common Stock that they received from us upon the exercise of options
granted to them by us. Some of these stockholders may be considered to be our
"affiliates", as defined in Rule 405 under the Securities Act of 1933.
We expect that sales made pursuant to this Prospectus will be made:
-- in broker's transactions;
-- in transactions directly with market makers; or
-- in negotiated sales or otherwise.
The selling stockholders will determine when they will sell their shares,
and in all cases they will sell their shares at the current market price or at
negotiated prices at the time of the sale. We will not receive any of the
proceeds from these sales.
The brokers and dealers that the selling stockholders utilize in selling
these shares may receive compensation in the form of underwriting discounts,
concessions, or commissions from the sellers or purchasers of the shares. Any
compensation may exceed customary commissions. The selling stockholders and the
brokers and dealers that they utilize may be deemed to be "underwriters" within
the meaning of the securities laws, and any commissions received and any profits
realized by them on the sale of shares may be considered to be underwriting
compensation.
The shares of Class A Common Stock are listed on the New York Stock
Exchange under the symbol "SQAA". On July 1, 1999, the last reported sale price
of the Class A Common Stock as reported on the New York Stock Exchange was
$67.88 per share.
Our principal executive offices are located at 200 Park Avenue, New York,
New York 10166 (telephone (212) 986-5500).
----------------------
This investment involves risks. See the Risk Factors section beginning on page
3.
----------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
----------------------
This prospectus is dated July 2, 1999.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference as of their
respective dates of filing and shall be deemed to be a part hereof:
1. Our Annual Report on Form 10-K (File No. 1-804) for the year ended
December 31, 1998 (the "1998 Form 10-K").
2. Our Quarterly Report on Form 10-Q (File No. 1-804) for the quarter ended
March 31, 1999.
3. Our Proxy Statement on Schedule 14A (File No. 1-804) filed April 8,
1999.
4. Supplement to our Proxy Statement (File No. 1-804) filed April 22, 1999.
5. The description of our Class A Common Stock contained in our Form 8-A
(File No. 1-804) dated December 3, 1986.
All documents filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act") subsequent
to the date of this prospectus and before the termination of the offering shall
be deemed to be incorporated by reference and a part of this prospectus from the
date such documents are filed.
For purposes of this prospectus, any statement in a document incorporated
or deemed incorporated by reference is modified or superseded to the extent that
a statement in this prospectus, or in any subsequently filed document which is
or is deemed to be incorporated by reference, modifies or supersedes it. Any
statement so modified or superseded is not, except as so modified or superseded,
to constitute a part of this prospectus.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, on the written or
oral request of any such person, a copy of any or all documents referred to
above which have been or may be incorporated by reference in this prospectus
(not including exhibits to such incorporated information that are not
specifically incorporated by reference into such information). Requests for such
copies should be directed to us at the following address: Sequa Corporation, 200
Park Avenue, New York, New York 10166, Attention: Treasurer (212) 986-5500.
2
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RISK FACTORS
Before you invest in the Class A Common Stock, you should consider
carefully the following factors, in addition to the other information contained
in this prospectus.
Leverage
We now have a significant amount of indebtedness. The chart below indicates
important financial statistics as of March 31, 1999:
Total consolidated indebtedness............. $503.3 million
Total shareholders' equity.................. $656.0 million
Debt to equity ratio........................ 1.77x
Our level of indebtedness could have important consequences to you. For example,
it could adversely affect our ability to:
o generate sufficient cash to service our other obligations; and
o obtain additional financing in the future.
In the event that cash on hand or available through existing credit arrangements
is not sufficient to fund our expenditures and debt service obligations, we may
need to raise additional funds by:
o selling equity securities;
o refinancing all or a part of our indebtedness; or
o selling some of our assets.
We cannot assure you that any of these alternate sources of funds would be
available in amounts sufficient for us to meet our obligations. Moreover, even
if we could meet our obligations, our leveraged capital structure could limit
our ability to:
o finance capital expenditures;
o compete effectively;
o expand our business; or
o operate successfully under adverse economic conditions.
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Additional Borrowing Available
The agreements governing our indebtedness will permit us and our subsidiaries to
incur additional indebtedness, including secured indebtedness under certain
circumstances. If new indebtedness is added to our and our subsidiaries' current
debt levels, the related risks that we and they now face could intensify.
Certain Restrictions
Certain agreements governing our indebtedness impose restrictions on our
operations and activities. In addition, some agreements require us to comply
with certain financial covenants, including the maintenance of certain financial
ratios. If we fail to comply with any of such restrictions or covenants, an
event of default may arise under the applicable instrument. Such an event of
default could permit acceleration of the indebtedness under the applicable
instrument. Moreover, this could result in acceleration of indebtedness under
other instruments which contain cross-acceleration or cross-default provisions.
Holding Company Structure
We are both an operating and a holding company. Certain of our more
significant operations are conducted through our subsidiaries. Our ability to
meet our obligations will largely depend upon distributions and/or borrowings
from our subsidiaries. The ability of our subsidiaries to pay dividends and make
other loans and advances to us depends upon any statutory or contractual
restrictions, which may include requirements to maintain minimum levels of
working capital and other assets.
Competition
We encounter substantial competition in each of our product areas. We
believe that the principal competitive factors in each of our segments are
product quality and conformity to customer specifications, design and
engineering capabilities, product development, timeliness of delivery and price.
Our competitors may develop products that are superior to our products or may
adapt more quickly than we do to new technologies or evolving customer
requirements. In addition, certain of our competitors have greater financial and
other resources than we possess. If we are unable to respond successfully to
changing competitive conditions, the demand for our products could be adversely
affected.
Industry and Customer Concentration
Chromalloy Gas Turbine is the largest of our operating units and its sales
represented, in the aggregate, approximately 43% of our total revenue in 1998.
Moreover, approximately 80% of Gas Turbine's sales are to the commercial
aviation sector, including sales to original equipment manufacturers (OEMs) and
after-market sales. Sales to these customers are affected by their specific
business requirements and by conditions in the airline industry generally. If we
lose one or more customers in the commercial aviation sector, or if there is a
significant reduction in sales to them, our financial condition and results of
operations may be materially adversely affected. We cannot assure you that we
will be able to retain these customers or that we will continue to sell to them
in the future at current levels. In addition, the airline industry as a whole
may be affected by regulatory changes and/or economic downturns. We cannot
predict when, or if, such events will occur or what impact, if any, they would
have on our operations, earnings and revenues or on the operations of our
customers.
Environmental Matters
We are subject to federal, state and local environmental laws and
regulations. Such laws relate to, among other things, the discharge of
contaminants into water and air and onto land and the disposal of waste.
We have incurred, and expect to continue to incur, costs arising from
compliance with environmental laws and remedial obligations. We believe that the
ultimate resolution of known environmental matters, net of liabilities already
accrued on our balance sheet, will not have a material adverse effect on our
results of operations or financial condition. However, we cannot predict the
potential existence of currently unknown environmental issues. Moreover, we
cannot
4
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predict future changes to environmental laws and regulations or interpretations
or enforcement thereof. We cannot assure you that compliance with environmental
laws or remedial obligations thereunder will not have a material adverse effect
on our results of operations or financial condition in the future.
Significant Stockholder
Norman E. Alexander, our Chairman of the Board of Directors and Chief
Executive Officer, beneficially owns an aggregate of approximately 38% of all
classes of our stock. Moreover, he controls approximately 53% of the voting
power thereof. Mr. Alexander effectively can direct our policies and the
election of directors. In addition, Mr. Alexander can effectively influence any
merger or sale of all or substantially all of our assets or the initiation of a
"going private" transaction. Mr. Alexander also could effectively prevent or
cause a "change of control" of our company. The interests of Mr. Alexander may
be different than those of the other holders of our common stock.
Shares Eligible for Future Sale
Sales of substantial amounts of common stock in the public market could
adversely affect prevailing market prices. As of April 30, 1999, there were an
aggregate of 7,026,402 shares of Class A common stock and 3,329,780 shares of
Class B common stock outstanding, 6,127,333 shares of which were freely
transferable without restriction under the securities laws (except for 4,227,249
shares held by persons who may be considered our "affiliates" as that term is
defined under the securities laws). As of March 31, 1999, there were an
aggregate of 412,815 shares of $5.00 Cumulative Convertible Preferred Stock, par
value $1.00 per share (the "Preferred Stock") outstanding. Each share of
Preferred Stock is convertible at any time into 1.322 shares of Class A common
stock, subject to certain adjustments. The Company also has outstanding 1,600
restricted shares of Class A common stock, as that term is defined under Rule
144 under the securities laws, that are eligible for sale in the public market,
subject to compliance with the holding period, volume limitations, and other
requirements of Rule 144. Each share of Class B common stock is convertible at
any time into one share of Class A common stock.
The Company has registered up to 522,367 shares of Class A common stock for
issuance pursuant to the Company's stock option plans. As of March 31, 1999,
options to purchase approximately 453,367 shares were outstanding. The Company
also has the authority to issue additional shares of Class A and Class B common
stock and shares of one or more series of preferred stock. The issuance of such
shares could dilute earnings per share, and the sale of such shares could
depress the market price of the Company's Class A and Class B common stock.
Impact of Year 2000 Issue
The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of our computer
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. If we and/or third parties on which we
rely do not successfully update our programs to avoid this issue, we could
experience system failures or miscalculations. As a result we could experience
disruptions in our ability to engage in normal business activities. The possible
consequences could include, among other things:
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o temporary plant closings o delays in the delivery of finished products
o delays in the receipt of key purchased o invoice and collection errors
materials and services
o customer and vendor relations problems
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The occurrence of any or all of these consequences could have a material
adverse impact on our results of operations, financial condition and cash flows.
5
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OUR COMPANY
We are a diversified industrial company that produces a broad range of
products through units in five business segments: Aerospace, Propulsion, Metal
Coating, Specialty Chemicals and Other Products. We maintain leading market
positions a majority of our markets and believe we have achieved significant
technological advantages with respect to many of our products and services. We
also have achieved a significant degree of geographic diversity and in 1998
derived 47% of our revenue from outside the United States. We seek to improve
profitability and expand our market positions by developing new products and
services and through strategic acquisitions and divestitures.
Our Business Segments
Aerospace. Our Aerospace segment consists solely of our largest operating unit,
Chromalloy Gas Turbine. Gas Turbine repairs and manufactures components for jet
aircraft engines. A major independent supplier in the repair market, Gas Turbine
provides domestic and international airlines with technologically advanced
repairs and coatings for turbine airfoils and other critical engine components.
The unit also supplies components to the manufacturers of jet engines and serves
both the general aviation and military markets. Gas Turbine's largest customers
include GE Engine Services, Northwest Airlines, Rolls Royce, the U.S. Air Force
and Pratt & Whitney.
Propulsion. Our Propulsion segment consists solely of ARC Propulsion. ARC
Propulsion is a leading developer and manufacturer of advanced rocket propulsion
systems, gas generators and auxiliary rocket motors, and engages in research and
development relating to new rocket propellants and advanced engineered
materials. For the military contract market, ARC Propulsion produces propulsion
systems primarily for tactical weapons. ARC Propulsion currently provides
propulsion systems for several high profile projects, including the Army
Extended Range Multiple Launch Rocket System, Extended Range Army Tactical
Rocket System, Javelin, Stinger, Tomahawk, Standard Missile, Sidewinder, and
Trident. For space applications, ARC Propulsion produces small liquid fuel
rocket engines designed to provide attitude and orbit control for a number of
satellite systems worldwide.
ARC Propulsion has grown primarily through the introduction of products for the
automotive market commercial markets using technologies that were originally
developed for military applications. ARC Propulsion pioneered the development of
hybrid inflators for automotive airbags and has produced energetic materials for
airbag deployment. In early 1998, ARC Propulsion moved to further its role in
the automotive market through the purchase of the remaining 50% share of an
existing 50% owned joint venture that produces airbag inflators for a cash
purchase price of approximately $22.7 million and the assumption of $25.0
million of debt. As a result of this transaction, ARC Propulsion now supplies
the entire airbag inflator module to its customers. ARC Propulsion's products in
this market are sold primarily to Breed Technologies Inc. ("Breed"), which in
turn sells them for use in vehicles manufactured by several leading automotive
companies, including Daimler Chrysler, Opel, and Fiat.
Metal Coating. Our Metal Coating segment consists solely of Precoat Metals.
Precoat is a leader in the application of protective and decorative coatings to
continuous steel and aluminum coil. Precoat's principal market is the building
products industry, where coated steel is used for the construction of
pre-engineered building systems, and as components in the industrial,
commercial, agricultural and residential sectors. Precoat also serves the
container industry, where the unit has established a position in the application
of coatings to steel and aluminum stock used to fabricate metal cans and can
lids. In addition, the unit has established a presence in other product markets,
including heating, ventilating and air conditioning units, truck trailer panels
and office equipment. Precoat's customers are a diverse group, including
building products manufacturers and other companies that utilize coated metal in
the manufacture of products such as metal casings and truck panels. These
customers generally direct the purchase of our metal coating services through
their principal steel suppliers such as National Steel Corporation and Bethlehem
Corporation. Precoat Metals also sells pre-coated aluminum directly to Aluminum
Corporation America.
Specialty Chemicals. Our Specialty Chemicals segment, consists solely of Warwick
International. Warwick International is a leading producer and supplier of TAED,
a bleach activator for powdered laundry and dishwasher detergent products. TAED
is primarily used in oxygen-based bleaching systems to increase the cleaning
power of detergent at low wash temperatures. These bleaching systems are used
primarily in international markets, principally in Europe. The unit continues to
expand its network of European chemical distributors that supply specialty
products for
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use in plastics, resins, paints and cosmetics. In addition, the unit is
developing TAED products for large industrial markets, such as textile bleaching
and pulp and paper processing. Warwick International's largest customers include
Procter & Gamble, Unilever and Henkel.
Other Products. This segment consists of four ongoing businesses: MEGTEC
Systems, Sequa Can Machinery, Casco and the Men's Apparel unit.
o MEGTEC Systems. MEGTEC Systems was formed in 1997 following the acquisition
of TEC Systems, a producer of air flotation dryers for paper and printing
uses and emission control systems for industrial applications, and its
integration with our existing MEG operation, a supplier of equipment for
the web offset printing industry, including pasters and splicers, web
guides, infeeds, chill stands and related equipment for high-speed web
presses. This unit's largest customers include MAN Roland, KBA, Quad, 3M
and Goss. By combining MEG with TEC Systems, we have achieved significant
cost savings and operational improvements.
o Sequa Can Machinery. Sequa Can Machinery designs and manufactures equipment
for the two-piece can industry, including high-speed equipment to coat and
decorate, and to form the cup and body of, two-piece cans. Sequa Can
Machinery also supplies upgrade kits and spare parts and maintains an
extensive support service program. The unit's product development team
continually seeks to improve the technology of its products to achieve
higher speeds without compromising quality. The unit's largest customers
include American National Can, Ball Corporation and Crown, Cork & Seal.
o Casco Products. Casco is the world's leading supplier of automotive
cigarette lighters and power outlets. Casco also offers a growing line of
automotive accessories, led by a series of electronic devices to monitor
automotive fluid levels. These products are presently used as gauges for
engine oil and engine coolant and may also be used to monitor brake,
transmission and power steering fluids. The unit's largest customers
include General Motors, Ford Motor Company, DaimlerChrysler and Fiat.
o Men's Apparel. The Men's Apparel unit is the largest domestic designer and
manufacturer of men's formalwear, with products marketed under the After
Six(R), Oscar de la Renta(R) and Raffinati(R) labels, all three of which
are registered trademarks.
Available Information
We are subject to the informational requirements of the 1934 Act, and in
accordance therewith we file reports and other information with the Commission.
Reports, proxy and information statements, and other information filed by us,
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at certain of
its Regional Offices at Seven World Trade Center, 13th Floor, New York, N.Y.
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661. Copies of such material can be obtained at prescribed rates from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 and by accessing the Commission's Web site, http://www.sec.gov. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at (800) SEC-0330. Certain of our securities are listed
on the New York Stock Exchange (the "NYSE"), and reports, proxy statements and
other information concerning us can be inspected at the offices of such
Exchange, 20 Broad Street, New York, N.Y. 10005.
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SELLING STOCKHOLDERS
Set forth below for each of the selling stockholders is the number of
shares of Class A Common Stock that may be sold by such selling stockholders
hereunder. All selling stockholders are current employees, officers or directors
of the Company and all such shares were acquired pursuant to the Plan. Selling
stockholders may in the future receive additional shares of Class A Common Stock
under our stock option plans and may sell such shares.
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Position with Number of Number of Number of Shares
Company Shares Owned Restricted owned after
Shares to be Offering (1)
Offered by
Name of Owner Selling
Stockholders
- ------------------------- ---------------------- ---------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Norman E. Alexander Chairman of the 2,164,146 15,000 2,179,146
Board, Chief
Executive Officer,
Director and member
of the Executive
Committee
Stuart Z. Krinsly Senior Executive 62,353 12,000 74,353
Vice President -
General Counsel,
Director and member
of the Executive
Committee
John J. Quicke President, Chief 20,000 12,000 32,000
Operating Officer,
Director and member
of the Executive
Committee
Martin Weinstein Senior Vice 21,979 12,000 33,979
President -
Chromalloy Gas
Turbine Operations
</TABLE>
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1 Assumes the sale of all shares of Class A common stock eligible to be sold.
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PLAN OF DISTRIBUTION
The selling stockholders may sell registered shares of Class A Common Stock
in any of the following ways:
-- through dealers;
-- through agents; or
-- directly to one or more purchasers.
The distribution of the shares of Class A Common Stock may be effected from
time to time in one or more transactions (which may involve crosses or block
transactions)
-- on the New York Stock Exchange in transactions pursuant to and in
accordance with the rules of such exchanges,
-- in the over-the-counter market, or
-- in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such transactions.
Any such transaction may be effected at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The selling stockholders may effect such transactions
by selling shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders and/or commissions from purchasers of shares of Class A
Common Stock for whom they may act as agent. The selling stockholders and any
broker-dealers or agents that participate in the distribution of shares of Class
A Common Stock by them might be deemed to be underwriters, and any discounts,
commissions or concessions received by any such broker-dealers or agents might
be deemed to be underwriting discounts and commissions, under the Securities
Act. Affiliates of one or more selling stockholders may act as principal or
agent in connection with the offer or sale of shares of Class A Common Stock by
the selling stockholders.
LEGAL MATTERS
Certain legal matters with respect to the validity of the issuance of the
shares of Class A Common Stock offered hereby will be passed upon for us by
Cahill Gordon & Reindel, a partnership including a professional corporation, New
York, New York.
9
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EXPERTS
Our financial statements incorporated by reference in this prospectus and
elsewhere in the Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
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No person is authorized to give any information or to
make any representations other than those contained
in this prospectus, and, if given or made, such
information or representations must not be relied upon
as having been authorized. This prospectus does not Sequa Corporation
constitute an offer to sell or a solicitation of an
offer to buy such securities in any circumstance in
which such offer or solicitation is unlawful. Neither
the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any
implication that there has been no change in our
affairs since the date hereof or that the information
contained or incorporated by reference herein is
correct as of any time subsequent to the date of this
prospectus .
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PROSPECTUS
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TABLE OF CONTENTS
Page
Incorporation of Certain Documents
by Reference.............................. 2
Risk Factors................................ 3 500,000 Shares
Our Company................................. 6 Class A Common Stock
Selling Stockholders........................ 9 (no par value)
Plan of Distribution........................ 10
Legal Matters............................... 10
Experts..................................... 11
July 2, 1999
======================================================= ================================================
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PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Commission, are
incorporated in this Registration Statement by reference and made a part hereof:
1. Our Annual Report on Form 10-K (File No. 1-804) for the year ended
December 31, 1998 (the "1998 Form 10-K").
2. Our Quarterly Report on Form 10-Q (File No. 1-804) for the quarter ended
March 31, 1999.
3. Our Proxy Statement on Schedule 14A (File No. 1-804) filed April 8,
1999.
4. Supplement to our Proxy Statement (File No. 1-804) filed April 22, 1999.
5. The description of our Class A Common Stock contained in our Form 8-A
(File No. 1-804) dated December 3, 1986.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 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 by reference in this Registration Statement and to
be part thereof 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.
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's fiduciary 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)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper personal
benefit. The Company's Restated Certificate of Incorporation contains provision
permitted by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
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right of such corporation), by reason of the fact that such person is or was a
director, officer, employee or agent of another corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such director, officer, employee or agent acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interest and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjusted to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.
The Company's Restated Certificate of Incorporation and By-laws provide for
the indemnification of directors and officers of the Company to the fullest
extent permitted by the DGCL.
The Company provides liability insurance for each director and officer for
certain losses arising from claims or charges made against them while acting in
their capacities as directors or officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The shares being re-offered or re-sold pursuant to this Registration
Statement were issued by the Company pursuant to the Plan. The issuances were
deemed to be exempt from registration under the Securities Act pursuant to
Section 4(2) thereof, as transactions that did not involve any public offering,
or were deemed not to require registration under the Securities Act of 1933, as
amended, since such issuances did not involve the sale of such securities. All
recipients had adequate access, through their relationship with the Company, to
information about the Company.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit Index
on Page E-1 of this Registration Statement, which Index is incorporated herein
by reference.
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 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. 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% change in the maximum aggregate
II-2
<PAGE>
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;
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 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.
(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 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Sequa
Corporation, 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,
thereunder duly authorized, in the City of New York, New York on the 2nd day of
July, 1999.
SEQUA CORPORATION
(Registrant)
By: /s/ Norman E. Alexander
------------------------------------
Norman E. Alexander
Chairman of the Board and Chief
Executive Officer
Each person whose signature appears below appoints Norman E. Alexander,
John J. Quicke and Stuart Z. Krinsly, and each of them, any of whom may act
without the joinder of the other, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement on Form S-8
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, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman of the Board and Chief
/s/ Norman E. Alexander Executive Officer July 2, 1999
- ----------------------------------------- (Principal Executive Officer)
Norman E. Alexander
President, Chief Operating
/s/ John J. Quicke Officer and Director July 2, 1999
- -----------------------------------------
John J. Quicke
Senior Executive Vice
/s/ Stuart Z. Krinsly President, General Counsel and July 2, 1999
- ----------------------------------------- Director
Stuart Z. Krinsly
Vice President and Controller
(Acting Principal Financial July 2, 1999
/s/ William P. Ksiazek Officer and Principal
- ----------------------------------------- Accounting Officer)
William P. Ksiazek
/s/ Leon D. Black Director July 2, 1999
- -----------------------------------------
Leon D. Black
II-4
<PAGE>
/s/ Alvin Dworman Director July 2, 1999
- -----------------------------------------
Alvin Dworman
/s/ David S. Gottesman Director July 2, 1999
- -----------------------------------------
David S. Gottesman
/s/ Donald D. Kummerfeld Director July 2, 1999
- -----------------------------------------
Donald D. Kummerfeld
/s/ Richard S. Lefrak Director July 2, 1999
- -----------------------------------------
Richard S. LeFrak
/s/ Michael I. Sovern Director July 2, 1999
- -----------------------------------------
Michael I. Sovern
/s/ Fred R. Sullivan Director July 2, 1999
- -----------------------------------------
Fred R. Sullivan
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
3(i)(a) -- Restated Certificate of Incorporation and two Certificates of
Amendment of the Restated Certificate of Incorporation (incorporated by
reference to Exhibit 4(a) of Registration Statement No. 33-12420 on Form
S-8 filed on March 6, 1987).
3(i)(b) -- Certificate of Amendment of Certificate of Incorporation, dated May
7, 1987 (incorporated by reference to Exhibit 3(b) of the Annual Report on
Form 10-K, File No. 1-804, for the year ended December 31, 1988, filed on
March 28, 1989).
3(i)(c) -- Certificate of Amendment of Certificate of Incorporation, dated June
4, 1999.
3(ii) -- Restated and amended (as of August 26, 1993) by-laws (incorporated by
reference to Exhibit 3.3 of Registration Statement No. 33-50843 on Form
S-1, filed on October 29, 1993).
5 -- Opinion of Cahill Gordon & Reindel
23(a) -- Consent of Cahill Gordon & Reindel (contained in Exhibit 5)
23(b) -- Consent of Arthur Andersen LLP
24 -- Power of Attorney (set forth on the signature page of this Registration
Statement)
E-1
Exhibit 3(i)(c)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SEQUA CORPORATION
-----------------------------
We, the undersigned, being the Senior Executive Vice President and General
Counsel and the Secretary, respectively of Sequa Corporation, a Delaware
corporation, do hereby certify that:
1. The name of the corporation (hereinafter called the "Corporation") is
SEQUA CORPORATION.
2. The certificate of incorporation of the corporation is hereby amended by
striking out Article FOURTH, Paragraph A thereof and by substituting in lieu
thereof the following new Article FOURTH, Paragraph A:
"A. Classes and Number of Shares. The total number of shares of all classes
of stock which the Corporation shall have authority to issue is 61,825,000
shares. The classes and aggregate number of shares of stock of each class
which the Corporation shall have authority to issue are as follows:
50,000,000 shares of Class A Common Stock, no par value (the "Class A
Common Stock");
10,000,000 shares of Class B Common Stock, no par value (the "Class B
Common Stock"); and
1,825,000 shares of Preferred Stock, one dollar par value (the
"Preferred Stock")."
3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, we have signed and attested this Certificate this 4th
day of June, 1999.
/s/ Stuart Z. Krinsly
----------------------------------
Stuart Z. Krinsly
Senior Executive Vice President
and General Counsel
ATTEST
/s/ Steven R. Lowson
- -----------------------------
Steven R. Lowson
Secretary
Exhibit 5
(LETTERHEAD OF CAHILL GORDON & REINDEL)
July 2, 1999
(212) 701-3000
Sequa Corporation
200 Park Avenue
New York, New York 10166
Dear Ladies and Gentlemen:
We have acted as special counsel to Sequa Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Registration Statement"), relating to the Company's proposed issue and sale,
from time to time, of 500,000 shares of Class A Common Stock, no par value (the
"Class A Common Stock"), of the Company issued in accordance with the terms and
provisions of 1998 Key Employees Stock Option Plan of the Company (the "Plan"),
to which Registration Statement this opinion shall be filed as an exhibit
(capitalized terms used herein without definition have the meanings given such
terms in the Registration Statement).
We have examined (i) the Restated Certificate of Incorporation, and two
Certificates of Amendment of the Restated Certificate of Incorporation, the
Certificate of Amendment of Certificate of Incorporation, dated May 7, 1987,
the Certificate of Amendment of Certificate of Incorporation, dated June 4, 1999
and the Restated and Amended Bylaws of the Company, (ii) the Plan, and (iii) the
originals, or copies certified or otherwise identified, of corporate records of
the Company, including minute books of the Company, resolutions, certificates of
public officials and of representatives of the Company, (iii) the Registration
Statement and schedules and exhibits thereto and (iv) such other documents and
instruments that we have deemed necessary for the opinions hereinafter
expressed.
Based upon the foregoing, we advise you that, in our opinion, when issued
upon the exercise of options in accordance with the provisions of the Plan, the
Class A Common Stock will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of a copy of this opinion as an Exhibit to
said Registration Statement.
Very truly yours,
/s/ CAHILL GORDON & REINDEL
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 Registration Statement and related Prospectus of
Sequa Corporation of our reports dated February 26, 1999 incorporated by
reference in Sequa Corporation's Form 10-K for the year ended December 31, 1998,
and to all references to our Firm included in this Registration Statement and
related Prospectus.
ARTHUR ANDERSEN LLP
New York, New York
June 28, 1999
