-----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, RoLgy5EMAZ+VUTXPL6dpru6YAEPOwwQDW/pdGAZChAbHi5jyKNo660qW/jgkVf22 HkcqGHWn31q3Yb7I3tgJ2Q== 0000950134-95-002970.txt : 19951120 0000950134-95-002970.hdr.sgml : 19951120 ACCESSION NUMBER: 0000950134-95-002970 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951114 EFFECTIVENESS DATE: 19951203 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MISSISSIPPI CORP CENTRAL INDEX KEY: 0000036537 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 640354930 STATE OF INCORPORATION: MS FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64239 FILM NUMBER: 95593136 BUSINESS ADDRESS: STREET 1: 700 NORTH ST/PO BOX 1249 CITY: JACKSON STATE: MS ZIP: 39215 BUSINESS PHONE: 6019487550 MAIL ADDRESS: STREET 2: 700 NORTH ST PO BOX 1249 CITY: JACKSON STATE: MS ZIP: 39202 S-8 1 FORM S-8 1 File No. 33-______________ As filed with the Securities and Exchange Commission on November 14, 1995. -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- FIRST MISSISSIPPI CORPORATION (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, MISSISSIPPI 39202 (Address of Principal Executive Offices) (Zip Code) FIRST MISSISSIPPI CORPORATION 1995 LONG-TERM INCENTIVE PLAN (Full Title of the Plan) JAMES L. MCARTHUR, SECRETARY FIRST MISSISSIPPI CORPORATION P. O. BOX 1249 JACKSON, MISSISSIPPI 39215-1249 (601) 948-7550 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Maxi- Amount of Securities to to be Maximum Offering mum Aggregate Registration be Registered Registered Price Per Share(1) Offering Price Fee - ------------- ---------- ------------------ -------------- -------------- Common Stock 980,000 $21.44 $21,011,200.00 $7,245.24 par value $1.00 shares(2)
(1) Estimated solely for calculation of the registration fee pursuant to Rule 457(i). (2) Subject to anti-dilution increases permitted by Rule 416. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference The following documents filed with the Commission by First Mississippi Corporation ("the Company") are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the year ended June 30, 1995, (2) Proxy Statement for the Annual Meeting of Stockholders of the Company held on November 10, 1995, (3) Current Report on Form 8-K dated September 24, 1995, (4) the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, and (5) the description of the Company's Common Stock contained in Item 1 of the Company's Registration Statement on Form 8-A filed on November 8, 1974, including any amendment or report filed for the purpose of updating such description. ITEM 4. Description of Securities Not applicable. ITEM 5. Interests of Named Experts and Counsel Legal matters, other than those relating to tax consequences, in connection with the securities covered by this Prospectus have been passed upon by J. Steve Chustz, General Counsel of the Company. Mr. Chustz also serves as General Counsel for various subsidiaries of the Company. As of October 31, 1995, Mr. Chustz beneficially owned 11,269 shares of the Company's Common Stock which includes 10,000 shares of the Company's Common Stock which Mr. Chustz has the right to acquire through the exercise of Non-Qualified Stock Options. The consolidated financial statements and financial statement schedules of the Company and subsidiaries as of June 30, 1995 and 1994 and for each of the years in the three-year period ended June 30, 1995, which are incorporated herein by reference, have been incorporated herein in reliance upon the reports, also incorporated herein by reference, of KPMG Peat Marwick LLP, independent certified public accountants, and upon the authority of said firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick LLP audits and reports on financial statements of the Company and subsidiaries issued at future dates, and consents to the use of their reports thereon, such financial statements also will be incorporated herein by reference in reliance upon their reports and said authority. ITEM 6. Indemnification of Directors and Officers As permitted by Mississippi law, the stockholders of the Company, at the Annual Meeting of Stockholders on November 7, 1985, adopted a resolution providing for indemnification of -2- 3 officers, directors and employees. The 1985 resolution, which replaced a similar resolution adopted in 1970, generally clarifies and broadens the circumstances under which indemnity is provided by the Company, and extends indemnification beyond directors and officers, to employees. It specifies standards of conduct required to be met to qualify for indemnity and establishes procedures for determining whether these standards are met. These standards require that the person to be indemnified either: (a) be wholly successful, on the merits or otherwise, in any action or proceeding against such person or (b) otherwise establish that such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Company, and in the case of any criminal action or proceeding, had no reasonable cause to believe that the conduct was unlawful. Whether these standards are met will be determined by those directors or shareholders not involved in the matter at issue or by special legal counsel selected by the directors. In the case of any action or suit by or in the right of the Company, any person finally adjudged liable for gross negligence or willful misconduct in performing duties for the Company will not be entitled to indemnification unless a court determines that indemnification is proper under the circumstances. Advancement of expenses will be allowed upon receipt of an undertaking to repay should it ultimately be determined that an individual is not entitled to indemnity. The Company maintains officers and directors liability insurance against certain claims arising out of such persons' services to the Company. The Company has entered into Indemnification Agreements with certain of its officers and directors. These Indemnification Agreements provide for indemnification of such officers or directors in the circumstances and subject to the conditions set forth in the Company's 1985 resolution. The effect of the Indemnification Agreements is to add to the indemnification rights granted by the 1985 resolution as currently in effect a contractual right to such indemnification which cannot be terminated or altered by amendment of the 1985 resolution. ITEM 7. Exemption from Registration Claimed Not applicable. ITEM 8. Exhibits 4.1 First Mississippi Corporation 1995 Long-Term Incentive Plan was included as Exhibit A to the Company's Proxy Statement filed in connection with the Annual Meeting of Stockholders held on November 10, 1995, and is incorporated by reference. 5.1 Opinion of J. Steve Chustz 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 Peat Marwick LLP. -3- 4 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; (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 registration statement is on Form S-3, Form S-8 or Form F3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the 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 (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. -4- 5 (h) 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. -5- 6 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 November 10, 1995. FIRST MISSISSIPPI CORPORATION BY: /s/ J. Kelley Williams --------------------------------- J. Kelley Williams, President 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 November 10, 1995 - ---------------------- of Directors, President, J. Kelley Williams Chief Executive Officer and Director /s/ Thomas G. Tepas President and November 10, 1995 - ------------------- Chief Operating Officer Thomas G. Tepas /s/ R. Michael Summerford Vice President and Chief November 10, 1995 - ------------------------- Financial Officer R. Michael Summerford (Principal Financial Officer) /s/ Troy B. Browning Controller November 10, 1995 - -------------------- (Principal Accounting Troy B. Browning Officer) /s/ Richard P. Anderson Director November 10, 1995 - ----------------------- Richard P. Anderson
-6- 7 /s/ Paul A. Becker Director November 10, 1995 - ------------------ Paul A. Becker /s/ James W. Crook Director November 10, 1995 - ------------------ James W. Crook /s/ James E. Fligg Director November 10, 1995 - ------------------ James E. Fligg /s/ Robert P. Guyton Director November 10, 1995 - -------------------- Robert P. Guyton /s/ Charles P. Moreton Director November 10, 1995 - ---------------------- Charles P. Moreton /s/ Paul W. Murrill Director November 10, 1995 - ------------------- Paul W. Murrill /s/ William A. Percy, II Director November 10, 1995 - ------------------------ William A. Percy, II /s/ Maurice T. Reed, Jr. Director November 10, 1995 - ------------------------ Maurice T. Reed, Jr. /s/ Leland R. Speed Director November 10, 1995 - ------------------- Leland R. Speed /s/ R. Gerald Turner Director November 10, 1995 - -------------------- R. Gerald Turner
-7- 8 Index to Exhibits
Exhibit No. Description - ---------- ----------- 4.1 First Mississippi Corporation 1995 Long-Term Incentive Plan was included as Exhibit A to the Company's Proxy Statement filed in connection with the Annual Meeting of Stockholders held on November 10, 1995, and is incorporated by reference. 5.1 Opinion of J. Steve Chustz 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 Peat Marwick LLP.
EX-5.1 2 OPINION OF J. STEVE CHUSTZ 1 Exhibit 5.1 and 23.1 November 10, 1995 Board of Directors First Mississippi Corporation 700 North Street Jackson, Mississippi 39202-3095 RE: Opinion Letter Gentlemen: I currently serve as General Counsel for First Mississippi Corporation (hereinafter called the "Company"), a Mississippi corporation. In connection with the preparation of the Company's Form S-8 Registration Statement (the "Registration Statement") covering 980,000 shares of its Common Stock ($1.00 par value) which may be offered under the First Mississippi Corporation 1995 Long-Term Incentive Plan (the "Plan"), I have examined and am familiar with the Company's Articles of Incorporation, as amended, its By-Laws, as amended, 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 examination that the 980,000 shares of its Common Stock ($1.00 par value) covered by the said Registration Statement have been duly authorized by all necessary corporate action and, when issued, in accordance with the terms and conditions of the Plan and the instruments governing their issuance, will be fully paid and non-assessable. 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. 2 Board of Directors November 10, 1995 Page 2 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 in the Registration Statement. Sincerely yours, FIRST MISSISSIPPI CORPORATION /s/ J. Steve Chustz - ---------------------- J. Steve Chustz General Counsel JSC:jb EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors First Mississippi Corporation: We consent to the use of our reports dated September 8, 1995, on the consolidated financial statements and financial statement schedule of First Mississippi Corporation and consolidated subsidiaries as of June 30, 1995 and 1994, and for each of the years in the three-year period ended June 30, 1995, incorporated herein by reference and to the reference to our firm under the heading "Experts" in the Prospectus. /s/ KPMG Peat Marwick LLP - --------------------------- KPMG Peat Marwick LLP Jackson, Mississippi November 9, 1995 -----END PRIVACY-ENHANCED MESSAGE-----