-----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, L0E+Jva/ZpY6kqdng/3BXAvUNDuXSViof0enZGD8Qg5VgCCB/UMxIpdGSrS5Wp1+ YANCF4955t4vy9Wx5+5+Aw== /in/edgar/work/20000727/0000950152-00-005508/0000950152-00-005508.txt : 20000921 0000950152-00-005508.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950152-00-005508 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000727 EFFECTIVENESS DATE: 20000727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBRIZOL CORP CENTRAL INDEX KEY: 0000060751 STANDARD INDUSTRIAL CLASSIFICATION: [2860 ] IRS NUMBER: 340367600 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42338 FILM NUMBER: 679866 BUSINESS ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 BUSINESS PHONE: 2169434200 MAIL ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 S-8 1 s-8.txt THE LUBRIZOL CORPORATION FORM S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE LUBRIZOL CORPORATION (Exact name of registrant as specified in its charter) OHIO 34-0367600 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 29400 Lakeland Boulevard, Wickliffe, Ohio 44092 (Address of Principal Executive Offices Including Zip Code) THE LUBRIZOL CORPORATION 1991 STOCK INCENTIVE PLAN (Full title of the plan) Leslie M. Reynolds, Esq. Assistant Secretary and Counsel The Lubrizol Corporation 29400 Lakeland Boulevard Wickliffe, Ohio 44092 (Name and address of agent for service) (440) 347-5645 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ----------------------- --------------------- -------------------- --------------------- -------------------- Title of each class Proposed maximum Proposed maximum of securities to be Amount to be offering price per aggregate offering Amount of registered registered. unit (1) price (1) registration fees (2) Common Shares without 4,000,000 $22.8438 $91,375,200 $24,123.05 par value - ----------------------- --------------------- -------------------- --------------------- --------------------
(1) Based on the average of high and low prices of securities of the same class on the New York Stock Exchange on July 21, 2000. (2) Computed in accordance with Rule 457(h) under the Securities Act of 1933. Page 1 of 4 Exhibit Index on Page 4 2 Part II Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 33-42211 on Form S-8 as filed by The Lubrizol Corporation (the "Registrant") with the Securities and Exchange Commission on August 19, 1991, are incorporated herein by reference. Item 8. Exhibits (4)(a) Amendment to Article Fourth of Amended Articles of Incorporation. (Reference is made to Exhibits (3)(a) and (4)(a) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1999, which Exhibits are incorporated herein by reference). (4)(b) Indenture dated as of November 25, 1998, between The Lubrizol Corporation and The First National Bank of Chicago as Trustee. (Reference is made to Exhibit (4)(b) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1998, which Exhibit is incorporated herein by reference). (4)(c) Amended and Restated Rights Agreement between The Lubrizol Corporation and American Stock Transfer & Trust Company dated as of July 26, 1999. (Reference is made to Exhibit 4.1 to The Lubrizol Corporation's Registration Statement on Form 8-A/A dated August 17, 1999, which Exhibit is incorporated herein by reference). (5) No opinion of counsel as to the legality of the securities is filed herewith since such securities are not expected to be original issuance securities. (23)(a) Consent of Independent Auditors (24) Powers of attorney SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certificates 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 Wickliffe, State of Ohio, on July 27, 2000. THE LUBRIZOL CORPORATION /s/ Leslie M. Reynolds ------------------------------ Leslie M. Reynolds Assistant Secretary and Counsel 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. Page 2 of 4 3 Signature Title - --------- ----- ___________________* Chairman of the Board, W. G. Bares Chief Executive Officer, President and Director ___________________* Vice President, Charles P. Cooley Chief Financial Officer and Treasurer ___________________* Controller, Accounting and Financial John R. Ahern Reporting (Principal Financial Officer) ___________________* Director Jerald A. Blumberg ___________________* Director Peggy Gordon Elliott ___________________* Director Forest J. Farmer, Sr. ___________________* Director Gordon D. Harnett ___________________* Director Victoria F. Haynes ___________________* Director David H. Hoag ___________________* Director William P. Madar ___________________* Director Ronald A. Mitsch ___________________* Director M. Thomas Moore ___________________* Director Daniel E. Somers * Leslie M. Reynolds, the undersigned attorney-in-fact, by signing her name hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated officers and directors thereof pursuant to a power of attorney filed with the Securities and Exchange Commission. July 27, 2000 By: /s/ Leslie M. Reynolds ------------------------------------ Leslie M. Reynolds, Attorney-in-Fact Page 3 of 4 4 EXHIBIT INDEX (4)(a) Amendment to Article Fourth of Amended Articles of Incorporation. (Reference is made to Exhibits (3)(a) and (4)(a) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1999, which Exhibits are incorporated herein by reference). (4)(b) Indenture dated as of November 25, 1998, between The Lubrizol Corporation and The First National Bank of Chicago as Trustee. (Reference is made to Exhibit (4)(b) to The Lubrizol Corporation's Annual Report on Form 10-K for the year ended December 31, 1998, which Exhibit is incorporated herein by reference). (4)(c) Amended and Restated Rights Agreement between The Lubrizol Corporation and American Stock Transfer & Trust Company dated as of July 26, 1999. (Reference is made to Exhibit 4.1 to The Lubrizol Corporation's Registration Statement on Form 8-A/A dated August 17, 1999, which Exhibit is incorporated herein by reference). (5) No opinion of counsel as to the legality of the securities is filed herewith since such securities are not expected to be original issuance securities. (23)(a) Consent of Independent Auditors (24) Powers of attorney Page 4 of 4 EX-23.A 2 ex23-a.txt EXHIBIT 23(A) 1 Exhibit (23)(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of The Lubrizol Corporation on Form S-8 of our report dated February 3, 2000, incorporated by reference in the Annual Report on Form 10-K of The Lubrizol Corporation for the year ended December 31, 1999. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Cleveland, Ohio July 26, 2000 EX-24 3 ex24.txt EXHIBIT 24 1 Exhibit (24) THE LUBRIZOL CORPORATION Power of Attorney of Directors ------------------------------ The undersigned, a director or officer of The Lubrizol Corporation, an Ohio corporation, (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended, a post-effective amendment of the Company's Registration Statement on Form S-8 (Registration No. 33-42211) relating to The Lubrizol Corporation 1991 Stock Incentive Plan (together with any and all subsequent post-effective amendments, the "Registration Statement") for the purpose of registering additional Common Shares without par value of the Company, to be offered pursuant to such 1991 Stock Incentive Plan, does hereby constitute and appoint W. G. Bares, C. P. Cooley and L. M. Reynolds, and each of them, with full power of substitution and resubstitution, as his/her attorney-in-fact to execute and file on behalf of the undersigned, in his/her capacity as a director or officer of the Company, the Registration Statement pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever necessary or desirable to be done in the premises, as fully as to all intents and purposes as he/she could do in person, hereby ratifying and approving the acts of said attorneys-in-fact and any of them and any such substitution. Executed at Wickliffe, Ohio, this 27th day of March, 2000. /s/ W. G. Bares /s/ Jerald A. Blumberg W. G. Bares Jerald A. Blumberg /s/ Peggy Gordon Elliott /s/ Forest J. Farmer, Sr. Peggy Gordon Elliott Forest J. Farmer, Sr. /s/ Gordon D. Harnett /s/ Victoria F. Haynes Gordon D. Harnett Victoria F. Haynes /s/ David H. Hoag /s/ William P. Madar David H. Hoag William P. Madar /s/ Ronald A. Mitsch /s/ M. Thomas Moore Ronald A. Mitsch M. Thomas Moore /s/ Daniel E. Somers Daniel E. Somers 2 Exhibit (24) THE LUBRIZOL CORPORATION Power of Attorney of Directors and Officers ------------------------------------------- The undersigned, a director or officer of The Lubrizol Corporation, an Ohio corporation, (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended, a post-effective amendment of the Company's Registration Statement on Form S-8 (Registration No. 33-42211) relating to The Lubrizol Corporation 1991 Stock Incentive Plan (together with any and all subsequent post-effective amendments, the "Registration Statement") for the purpose of registering additional Common Shares without par value of the Company, to be offered pursuant to such 1991 Stock Incentive Plan, does hereby constitute and appoint W. G. Bares, C. P. Cooley and L. M. Reynolds, and each of them, with full power of substitution and resubstitution, as his/her attorney-in-fact to execute and file on behalf of the undersigned, in his/her capacity as a director or officer of the Company, the Registration Statement pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever necessary or desirable to be done in the premises, as fully as to all intents and purposes as he/she could do in person, hereby ratifying and approving the acts of said attorneys-in-fact and any of them and any such substitution. Executed at Wickliffe, Ohio, this 13th day of June, 2000. /s/ C. P. Cooley C. P. Cooley 3 Exhibit (24) THE LUBRIZOL CORPORATION Power of Attorney of Directors and Officers ------------------------------------------- The undersigned, a director or officer of The Lubrizol Corporation, an Ohio corporation, (the "Company"), which anticipates filing with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended, a post-effective amendment of the Company's Registration Statement on Form S-8 (Registration No. 33-42211) relating to The Lubrizol Corporation 1991 Stock Incentive Plan (together with any and all subsequent post-effective amendments, the "Registration Statement") for the purpose of registering additional Common Shares without par value of the Company, to be offered pursuant to such 1991 Stock Incentive Plan, does hereby constitute and appoint W. G. Bares, C. P. Cooley and L. M. Reynolds, and each of them, with full power of substitution and resubstitution, as his/her attorney-in-fact to execute and file on behalf of the undersigned, in his/her capacity as a director or officer of the Company, the Registration Statement pertaining to the Registration Statement or registration contemplated thereby, with full power and authority to do and perform any and all acts and things whatsoever necessary or desirable to be done in the premises, as fully as to all intents and purposes as he/she could do in person, hereby ratifying and approving the acts of said attorneys-in-fact and any of them and any such substitution. Executed at Wickliffe, Ohio, this 12th day of June, 2000. /s/ J. R. Ahern J. R. Ahern -----END PRIVACY-ENHANCED MESSAGE-----