SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------
W. R. GRACE & CO.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0654331
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE TOWN CENTER ROAD
BOCA RATON, FLORIDA 33486-1010
(Address of principal executive offices, including zip code)
W. R. GRACE & CO. HOURLY EMPLOYEES SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
ROBERT B. LAMM
W. R. GRACE & CO.
ONE TOWN CENTER ROAD
BOCA RATON, FLORIDA 33486-1010
561/362-1645
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED* BE REGISTERED PER SHARE** OFFERING PRICE** REGISTRATION FEE
- ------------------- ------------- ---------------- ---------------- ----------------
COMMON STOCK, PAR VALUE
$0.01 PER SHARE 500,000 SHARES $52.25 $26,125,000 $7,916.67
========================================================================================================
* In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
referred to herein.
** Estimated for the sole purpose of computing the registration fee.
Pursuant to Rule 457(c), the stated price represents the average of
the high and low prices of the registrant's Common Stock in composite
trading on October 1, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the Securities Act of 1933 ("Securities Act") and
the regulations thereunder, the document or documents containing the
information specified in Part I of Form S-8 are not required to be filed with
the Securities and Exchange Commission ("SEC") as part of this Form S-8
Registration Statement and, therefore, are not set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the SEC by W. R. Grace &
Co. ("Company") and the W. R. Grace & Co. Hourly Employees Savings and
Investment Plan ("Plan") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
latest fiscal year for which such a report has been
filed, or if no such report has been filed by the
Company, the Company's Prospectus, dated August 2,
1996, included in a Registration Statement on Form
S-1 (Registration No. 333-9495).
2. The Plan's Annual Report on Form 11-K for the latest
fiscal year for which such a Report has been filed.
3. All other reports filed by the Company or the Plan
with the SEC pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ("Exchange Act")
since the end of the latest fiscal year for which an
Annual Report on Form 10-K has been filed, or if no
such report has been filed by the Company, since the
date of filing of the Prospectus referred to above.
4. The description of the Company's Common Stock
included under the caption "Description of New Grace
Capital Stock" in the Prospectus referred to above.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to such time as the Company files
a post-effective amendment to this
2
Registration Statement which indicates that all securities offered hereby have
been sold, or which deregisters all such 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
EXPERTS. The audited financial statements incorporated in
this Registration Statement by reference have been so incorporated in reliance
upon the reports of Price Waterhouse LLP, independent certified public
accountants, given on the authority of such firm as experts in auditing and
accounting.
COUNSEL. Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
BY-LAWS; STATE LAW. Under its By-laws, the Company is
empowered, to the fullest extent permitted by Delaware law, to indemnify its
directors and officers. The By-laws provide that the Company will indemnify its
directors and officers against all expense, liability and loss (including
attorneys' fees, judgments, fines, excise taxes or penalties, and amounts paid
in settlement) resulting from various types of legal actions or proceedings if
the actions of the party being indemnified meet the standards of conduct
specified under Delaware law. Determinations concerning whether or not the
applicable standards have been met can be made by (a) a disinterested majority
of the Board of Directors, (b) independent legal counsel or (c) an affirmative
vote of a majority of the voting power held by stockholders entitled to vote
thereon.
INSURANCE. The directors and officers of the Company are
insured against losses arising from any claim against them as such for wrongful
acts or omissions, subject to certain limitations.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
3
ITEM 8. EXHIBITS.
The following exhibits have been filed with this Registration
Statement:
Exhibit No. Exhibit
- ----------- -------
5 Internal Revenue Service determination letter
23 Consent of Price Waterhouse LLP
24 Powers of Attorney
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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; 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)(i) and (a)(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 Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(b) 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.
4
(c) 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.
(d) 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.
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.
5
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 Boca Raton, State of Florida.
W. R. GRACE & CO.
By P. D. Houchin*
------------------------------
Date: October 7, 1996 (Senior Vice President)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on October 7, 1996.
Signature Title
--------- -----
A. J. Costello* Director; Chairman, President
and Chief Executive Officer
(Principal Executive Officer)
H. A. Eckmann* V. A. Kamsky* }
M. A. Fox* J. E. Phipps* } Directors
J. W. Frick* T. A. Vanderslice* }
T. A. Holmes* }
P. D. Houchin* Senior Vice President
(Principal Financial Officer)
K. A. Browne* Vice President and Controller
(Principal Accounting Officer)
- ---------
* By signing his name hereto, Robert B. Lamm is signing this document on
behalf of each of the persons indicated above pursuant to powers of
attorney duly executed by such persons and filed with the Securities and
Exchange Commission.
By /s/ROBERT B. LAMM
------------------------
Robert B. Lamm
(Attorney-in-Fact)
6
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933,
the Administrative Committee of the W. R. Grace & Co. Hourly Employees Savings
and Investment Plan, has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boca Raton, State of Florida, on October 7, 1996.
W. R. GRACE & CO. HOURLY EMPLOYEES
SAVINGS AND INVESTMENT PLAN
BY /s/ J. A. LONGO
----------------------------------------
(Chairman, Administrative Committee)
EXHIBIT INDEX
-------------
Exhibit No. Exhibit
- ----------- -------
5 Internal Revenue Service determination letter
23 Consent of Price Waterhouse LLP
24 Powers of Attorney
W. R. GRACE & CO.
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 1055
ATLANTA, GA 30370 Employer Identification Number:
13-3461988
Date: July 13, 1995 File Folder Number:
650044691
W. R. GRACE & CO. Person to Contact:
ONE TOWN CENTER ROAD GARY W. FOOTE
BOCA RATON, FL 33486-1010 Contact Telephone Number:
(404) 331-0912
Plan Name:
W. R. GRACE & CO. HOURLY EMPLOYEES
SAVINGS & INVESTMENT PLAN
Plan Number: 183
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1 (b) (3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated July 11, 1995. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
November 17, 1994.
Letter 835 (DO/CG)
-2-
W. R. GRACE & CO.
This plan satisfies the requirements of Code section 4975(e)(7).
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a) (4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L.
103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
Nelson A. Brooke
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Letter 835 (DO/CG)
Exhibit 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1996 appearing on page
F-3 of the Prospectus, dated August 2, 1996, of W. R. Grace & Co. (previously
named Grace Holding, Inc.). We also consent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears on page F-2
of such Prospectus. We also consent to the reference to us under Item 5 of such
Registration Statement.
PRICE WATERHOUSE LLP
/s/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Ft. Lauderdale, Florida
October 7, 1996
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby appoints ROBERT H. BEBER, PETER D.
HOUCHIN and ROBERT B. LAMM as his/her true and lawful attorneys-in-fact for the
purpose of signing all registration statements on Form S-8, and all amendments
thereto, to be filed by W. R. GRACE & CO., a Delaware corporation ("Company"),
with the Securities and Exchange Commission with respect to the Company's 1996
Stock Incentive Plan and the Company's 1996 Stock Retainer Plan for Nonemployee
Directors, as well as the following plans of W. R. Grace & Co., a New York
corporation, being assumed by the Company: 1981 Stock Incentive Plan, 1986
Stock Incentive Plan, 1989 Stock Incentive Plan, 1994 Stock Incentive Plan,
Hourly Employees Savings and Investment Plan and Salaried Employees Savings and
Investment Plan. Each of such attorneys-in-fact is appointed with full power to
act without the other.
/s/A. J. Costello /s/T. A. Holmes
/s/H. A. Eckmann /s/V. A. Kamsky
/s/M. A. Fox /s/J. E. Phipps
/s/J. W. Frick /s/T. A. Vanderslice
POWER OF ATTORNEY
The undersigned hereby appoints ROBERT H. BEBER and ROBERT B.
LAMM as his true and lawful attorneys-in-fact for the purpose of signing all
registration statements on Form S-8, and all amendments thereto, to be filed by
W. R. GRACE & CO., a Delaware corporation ("Company"), with the Securities and
Exchange Commission with respect to the Company's 1996 Stock Incentive Plan and
the Company's 1996 Stock Retainer Plan for Nonemployee Directors, as well as
the following plans of W. R. Grace & Co., a New York corporation, being assumed
by the Company: 1981 Stock Incentive Plan, 1986 Stock Incentive Plan, 1989
Stock Incentive Plan, 1994 Stock Incentive Plan, Hourly Employees Savings and
Investment Plan and Salaried Employees Savings and Investment Plan. Each of
such attorneys-in-fact is appointed with full power to act without the other.
/s/ Peter D. Houchin
/s/ K. A. Browne
