-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RJjjSi5xYpnM7ReJPQSBIfd83T+OCJpySGtXja71DwnkCUC3pzJ53D/yBpe74IOk iXSMSOdE/PpwT23WMbd7TA== /in/edgar/work/20000605/0001005477-00-004479/0001005477-00-004479.txt : 20000919 0001005477-00-004479.hdr.sgml : 20000919 ACCESSION NUMBER: 0001005477-00-004479 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 333-69965 FILED AS OF DATE: 20000605 EFFECTIVENESS DATE: 20000605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMFIRST INC CENTRAL INDEX KEY: 0001026601 STANDARD INDUSTRIAL CLASSIFICATION: [2870 ] IRS NUMBER: 640679456 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38556 FILM NUMBER: 649016 BUSINESS ADDRESS: STREET 1: P O BOX 1249 CITY: JACKSON STATE: MS ZIP: 39202 BUSINESS PHONE: 6019487550 MAIL ADDRESS: STREET 1: P O BOX 1249 CITY: JACKSON STATE: MS ZIP: 39202 S-8 1 0001.txt FORM S-8 File No. 333-_______ As filed with the Securities and Exchange Commission on June 5, 2000 --------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHEMFIRST INC. (Exact name of issuer as specified in its charter) Mississippi 64-0354930 (State of Incorporation) (I.R.S. Employer ID Number) 700 North Street, Jackson, MS 39202 (Address of Principal Executive Offices) (Zip Code) CHEMFIRST INC. 1998 LONG-TERM INCENTIVE PLAN (Full Title of the Plan) James L. McArthur, Secretary ChemFirst Inc. P. O. Box 1249 Jackson, Mississippi 39215-1249 (601) 948-7550 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------- Proposed Maximum Title of Securities Amount to be Proposed Maximum Offering Aggregate Offering Amount of to be Registered Registered Price per Share (1) Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 750,000 shares (2) $21.00 (3) $15,750,000.00 (3) $4,148.52 - ------------------------------------------------------------------------------------------------------------------------------- Phantom Share Units maximum of 750,000 N/A N/A N/A units (4) - -------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for calculation of the registration fee pursuant to Rule 457(h), based on the average of the high and low sale prices reported on the New York Stock Exchange on May 31, 2000. (2) Pursuant to Rule 416, this Registration Statement shall include, in addition to the number of shares of Common Stock stated above, such indeterminate number of additional shares of Common Stock as may be issued under such plan as a result of adjustment provisions thereunder. (3) Does not include an additional 950,000 shares of Common Stock being carried forward pursuant to Rule 429 from the Registration Statement on Form S-8 (File No. 333-69965). A registration fee of $4,927.13 was paid in connection with the filing of such Registration Statement. (4) The maximum number of share units registered hereunder is equal to the total number of share units which would be convertible into 750,000 shares of Common Stock. EXPLANATORY NOTE This Registration Statement on Form S-8 is filed by ChemFirst Inc. (the "Company") and relates to an additional 750,000 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), issuable to participants in the ChemFirst Inc. 1998 Long-Term Incentive Plan (the "Plan"). The Company previously registered an aggregate of 950,000 shares of Common Stock for issuance under the Plan under a Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on December 30, 1998 (File No. 333-69965) (the "Initial Registration Statement"). Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Initial Registration Statement, except as otherwise set forth herein. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus to be used for offers and sales of the Company's Common Stock covered by this Registration Statement has been omitted in accordance with the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The following documents filed with the Commission by the Company are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the year ended December 31, 1999; (2) Proxy Statement for the Annual Meeting of Stockholders of the Company held on May 23, 2000; (3) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; and (4) the description of the Company's Common Stock, par value $1.00, contained in Item 1 of the Company's Registration Statement on Form 8-A filed on December 9, 1996 (File No. 001-12547), including any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing hereof and 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 a part hereof from the date of filing such documents. For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be 2 modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 8. Exhibits 4.1 ChemFirst Inc. 1998 Long-Term Incentive Plan, as amended, is included as Appendix A to the Company's Proxy Statement filed in connection with the Annual Meeting of Stockholders held on May 23, 2000, and is incorporated by reference. 4.2 Amended and Restated Articles of Incorporation of ChemFirst Inc. were filed as Exhibit 3.1 to Amendment No. 1 to the Company's Form S-1 (File No. 333-15789) filed on November 18, 1996, and are incorporated herein by reference. 4.3 Bylaws of ChemFirst Inc., as amended, were filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8 (File No. 333-69965) filed on December 30, 1998, and are incorporated herein by reference. 4.4 Rights Agreement, dated as of October 30, 1996, between the Company and KeyCorp Shareholder Services, Inc. was filed as Exhibit 4 to Amendment No. 1 to the Company's Form S-1 (File No. 333-15789) filed on November 18, 1996, and is incorporated herein by reference. 4.5 First Amendment to Rights Agreement dated effective May 1, 1997 by and among the Company, KeyCorp Shareholder Services, Inc. and The Bank of New York, was filed as Exhibit 4.5 to the Company's Form S-8 (File No. 333-69965) filed on December 30, 1998, and is incorporated herein by reference. 5.1 Opinion of J. Steve Chustz, General Counsel to ChemFirst Inc., as to legality of securities being registered. 23.1 Consent of J. Steve Chustz is contained within the opinion of counsel filed as Exhibit 5.1. 23.2 Consent of KPMG LLP. 24.1 Power of Attorney by each of the directors of the Company appointing J. Kelley Williams and R. Michael Summerford as attorney-in-fact is located at page 4 of this Registration Statement. 3 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 Jackson, State of Mississippi, on June 1, 2000. CHEMFIRST INC. BY: /s/ J. Kelley Williams ------------------------------------ J. Kelley Williams, Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Kelley Williams and R. Michael Summerford and each of them, 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 or all 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, 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 in and about the premises, 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 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 the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ J. Kelley Williams Chairman of the Board June 1, 2000 - ------------------------- of Directors, Chief J. Kelley Williams Executive Officer (Principal Executive Officer) and Director /s/ R. Michael Summerford President and Chief June 1, 2000 - ------------------------- Operating Officer R. Michael Summerford /s/ Max P. Bowman Vice President, June 1, 2000 - ------------------------- Finance and Treasurer Max P. Bowman (Principal Financial Officer) /s/ Troy B. Browning Controller (Principal June 1, 2000 - ------------------------- Accounting Officer) Troy B. Browning 4 SIGNATURE TITLE DATE - --------- ----- ---- /s/ Richard P. Anderson Director June 1, 2000 - ------------------------- Richard P. Anderson /s/ Paul A. Becker Director June 1, 2000 - ------------------------- Paul A. Becker /s/ Michael J. Ferris Director June 1, 2000 - ------------------------- Michael J. Ferris /s/ James E. Fligg Director June 1, 2000 - ------------------------- James E. Fligg /s/ Robert P. Guyton Director June 1, 2000 - ------------------------- Robert P. Guyton /s/ Paul W. Murrill Director June 1, 2000 - ------------------------- Paul W. Murrill /s/ John F. Osborne Director June 1, 2000 - ------------------------- John F. Osborne /s/ William A. Percy, II Director June 1, 2000 - ------------------------- William A. Percy, II /s/ Dan F. Smith Director June 1, 2000 - ------------------------- Dan F. Smith /s/ Leland R. Speed Director June 1, 2000 - ------------------------- Leland R. Speed /s/ R. Gerald Turner Director June 1, 2000 - ------------------------- R. Gerald Turner 5 Index to Exhibits Exhibit No. Description 4.1 ChemFirst Inc. 1998 Long-Term Incentive Plan, as amended, is included as Appendix A to the Company's Proxy Statement filed in connection with the Annual Meeting of Stockholders held on May 23, 2000, and is incorporated by reference. 4.2 Amended and Restated Articles of Incorporation of ChemFirst Inc. were filed as Exhibit 3.1 to Amendment No. 1 to the Company's Form S-1 (File No. 333-15789) filed on November 18, 1996, and are incorporated herein by reference. 4.3 Bylaws of ChemFirst Inc., as amended, were filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8 (File No. 333-69965) filed on December 30, 1998, and are incorporated herein by reference. 4.4 Rights Agreement, dated as of October 30, 1996, between the Company and KeyCorp Shareholder Services, Inc. was filed as Exhibit 4 to Amendment No. 1 to the Company's Form S-1 (File No. 333-15789) filed on November 18, 1996, and is incorporated herein by reference. 4.5 First Amendment to Rights Agreement dated effective May 1, 1997 by and among the Company, KeyCorp Shareholder Services, Inc. and The Bank of New York, was filed as Exhibit 4.5 to the Company's Form S-8 (File No. 333-69965) filed on December 30, 1998, and is incorporated herein by reference. 5.1 Opinion of J. Steve Chustz, General Counsel to ChemFirst Inc., as to legality of securities being registered. 23.1 Consent of J. Steve Chustz is contained within the opinion of counsel filed as Exhibit 5.1. 23.2 Consent of KPMG LLP. 24.1 Power of Attorney by each of the directors of the Company appointing J. Kelley Williams and R. Michael Summerford as attorney-in-fact is located at page 4 of this Registration Statement. 6 EX-5.1 2 0002.txt OPINION LETTER EXHIBITS 5.1 and 23.1 May 30, 2000 Board of Directors ChemFirst Inc. 700 North Street Jackson, Mississippi 39202-3095 RE: Opinion Letter Gentlemen: I currently serve as General Counsel for ChemFirst Inc. (the "Company"), a Mississippi corporation. In connection with the preparation of the Company's Form S-8 Registration Statement (the "Registration Statement") covering 750,000 shares of its Common Stock ($1.00 par value) and 750,000 phantom share units valued relative to the Company's Common Stock (the "Share Units") which may be offered under the ChemFirst Inc. 1998 Long-Term Incentive Plan, as amended May 23, 2000 (the "Plan"), I have examined and am familiar with the Company's Amended and Restated Articles of Incorporation, its Bylaws, the Plan, the Registration Statement, applicable resolutions passed by the Company's Board of Directors, and with such other documents and questions of law as I have deemed necessary or appropriate for the purposes of this opinion. I am of the opinion, based upon such examinations, that the 750,000 shares of the Company's Common Stock ($1.00 par value) and the 750,000 Share Units covered by the Registration Statement have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms and conditions of the Plan and the instruments governing their issuance, the shares of Common Stock will be legally and validly issued, fully paid and non-assessable and the Share Units will be legally and validly issued and represent the binding obligation of the Company to make payment to the holders thereof in accordance with the terms and conditions of the Plan. This opinion is limited solely to the laws of the State of Mississippi and the laws of the United States, and I express no opinion herein concerning the laws of any other jurisdiction. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me and to my opinion under the caption "Interests of Named Experts and Counsel" in the Registration Statement. Sincerely yours, CHEMFIRST INC. /s/ J. Steve Chustz - ------------------- J. Steve Chustz General Counsel EX-23.2 3 0003.txt AUDITOR'S CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors ChemFirst Inc. We consent to the use of our report incorporated herein by reference. Jackson, Mississippi KPMG LLP June 1, 2000 -----END PRIVACY-ENHANCED MESSAGE-----