-----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, SYUlC9jZWpJQTiLg/6B0m3929f07ZkFCZZry6CVsC6IFJMj/qswet/LhpOcKN3RT bGmgvgIWwvfXnbzN2sVN8w== 0000950133-00-001763.txt : 20000502 0000950133-00-001763.hdr.sgml : 20000502 ACCESSION NUMBER: 0000950133-00-001763 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000501 EFFECTIVENESS DATE: 20000501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAFARGE CORP CENTRAL INDEX KEY: 0000716783 STANDARD INDUSTRIAL CLASSIFICATION: CEMENT, HYDRAULIC [3241] IRS NUMBER: 581290226 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-65899 FILM NUMBER: 615191 BUSINESS ADDRESS: STREET 1: 11130 SUNRISE VALLEY DR STE 300 CITY: RESTON STATE: VA ZIP: 22091-4329 BUSINESS PHONE: 7032643600 S-8 POS 1 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 1 As filed with the Securities and Exchange Commission on May 1, 2000 Registration No. 333-65899
- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- LAFARGE CORPORATION (Exact name of registrant as specified in its charter) MARYLAND 58-1290226 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 11130 SUNRISE VALLEY DRIVE SUITE 300, RESTON, VIRGINIA 20191 (Address of Principal Executive (Zip Code) Offices) ------------------- LAFARGE CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plan) ------------------- LARRY J. WAISANEN Copy to: Executive Vice President DAVID C. JONES and Chief Financial Officer Vice President - Legal Affairs Lafarge Corporation and Corporate Secretary 11130 Sunrise Valley Drive Lafarge Corporation Reston, VA 20191 11130 Sunrise Valley Drive (Name and address of agent for service) Reston, VA 20191 (703) 264-3600 (703) 264-3600 (Telephone number, including area code, of agent for service) - -------------------------------------------------------------------------------- Pursuant to this Post Effective Amendment No. 1 to its Registration Statement on Form S-8 (Registration No. 333-65899), Lafarge Corporation (the "Company") hereby deregisters the Interests in the Lafarge Corporation Employee Stock Purchase Plan which were registered in conjunction with the Lafarge Corporation Common Stock, $1.00 par value, issuable under the Company's Employee Stock Purchase Plan. 2 On October 20, 1998, Lafarge Corporation (the "Company") registered Interests in the Lafarge Corporation Employee Stock Purchase Plan in conjunction with the registration of 1,000,000 shares of its Common Stock, $1.00 par value, on a Registration Statement on Form S-8 (Registration No. 333-65899) (the "Registration Statement") to be offered pursuant to the Company's Employee Stock Purchase Plan. The Interests in the Lafarge Corporation Employee Stock Purchase Plan were inadvertently included on the Registration Statement and are being deregistered. In addition, attached as an exhibit hereto is a corrected opinion of legal counsel as to the legality of the Company's Common Stock registered on Form S-8. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. (b) The description of the Common Stock contained in the Registration Statement on Form 8-A of the Company heretofore filed by the Company with the Commission, including any amendment or report filed for the purpose of updating such description. In addition, all documents filed by the Company with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration Statement 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 into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statements contained herein or in any document deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded. Item 8. Exhibits. The following documents are filed as exhibits to this Registration Statement: 4.1 Lafarge Corporation Employee Stock Purchase Plan (incorporated by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-65899) 5.1* Opinion of David C. Jones regarding 1,000,000 shares of Common Stock. 23.1* Consent of independent public accountants to incorporation of report by reference. 23.2* Consent of counsel (included in the opinion of David C. Jones filed herewith as Exhibit 5.1). - -------------- *Filed herewith. 4 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 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 Town of Reston, Commonwealth of Virginia, on this 28th day of April, 2000. LAFARGE CORPORATION By: /s/ Larry J. Waisanen --------------------------------------- Larry J. Waisanen, Executive Vice President and Chief Financial Officer -------------------- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * President and Chief Executive April 28, 2000 - ---------------------------------------------------------- Officer and Director (principal (John M. Piecuch) executive officer) /s/ Larry J. Waisanen Executive Vice President April 28, 2000 - ---------------------------------------------------------- and Chief Financial Officer (Larry J. Waisanen) (principal financial officer) /s/ Joseph B. Sherk Vice President and April 28, 2000 - ---------------------------------------------------------- Controller (principal (Joseph B. Sherk) accounting officer) * Director April 28, 2000 - ---------------------------------------------------------- (Bertrand P. Collomb) * Director April 28, 2000 - ---------------------------------------------------------- (John D. Redfern) Director April __, 2000 - ---------------------------------------------------------- (Thomas A. Buell) * Director April 28, 2000 - ---------------------------------------------------------- (Marshall A. Cohen) * Director April 28, 2000 - ---------------------------------------------------------- (Philippe P. Dauman)
5
SIGNATURE TITLE DATE --------- ----- ---- * Director April 28, 2000 - ---------------------------------------------------------- (Bernard L. Kasriel) * Director April 28, 2000 - ---------------------------------------------------------- (Jacques Lefevre) * Director April 28, 2000 - ---------------------------------------------------------- (Paul W. MacAvoy) * Director April 28, 2000 - ---------------------------------------------------------- (Claudine B. Malone) * Director April 28, 2000 - ---------------------------------------------------------- (Robert W. Murdoch) * Director April 28, 2000 - ---------------------------------------------------------- (Bertin F. Nadeau) * Director April 28, 2000 - ---------------------------------------------------------- (Joe M Rodgers) * Director April 28, 2000 - ---------------------------------------------------------- (Michel Rose) Director April __, 2000 - ---------------------------------------------------------- (Ronald D. Southern) Director April __, 2000 - ---------------------------------------------------------- (Gerald H. Taylor)
- ----------------------------------------- *BY LARRY J. WAISANEN, POWER OF ATTORNEY /s/ Larry J. Waisanen ---------------------- Larry J. Waisanen -------------------- 6 Pursuant to the requirements of the Securities Act of 1933, the Lafarge Corporation Employee Stock Purchase Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Reston, Commonwealth of Virginia, on this 28th day of April, 2000. LAFARGE CORPORATION EMPLOYEE STOCK PURCHASE PLAN By: /s/ Larry J. Waisanen ---------------------------------------- Larry J. Waisanen Member, Stock Purchase Plan Committee 7 INDEX TO EXHIBITS
Exhibit Number Exhibit -------------- ------- 4.1 Lafarge Corporation Employee Stock Purchase Plan (incorporated by reference from exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-65899). 5.1* Opinion of David C. Jones regarding 1,000,000 shares of Common Stock. 23.1* Consent of independent public accountants to incorporation of reports by reference. 23.2* Consent of counsel (included in the opinion of David C. Jones filed wherewith as Exhibit 5.1). ------------- *Filed herewith.
EX-5.1 2 OPINION OF DAVID C. JONES 1 EXHIBIT 5.1 April 28, 2000 Lafarge Corporation 11130 Sunrise Valley Drive Suite 300 Reston, Virginia 20191 Dear Sirs: I am Vice President - Legal Affairs and Corporate Secretary of Lafarge Corporation, a Maryland corporation (the "Company"). I have participated in the preparation of the Company's Post-Effective Amendment No. 1 to Form S-8 Registration Statement (the "Registration Statement") filed with the Securities and Exchange Commission covering the registration of 1,000,000 shares of the Company's Common Stock, par value $1.00 per share (the "Subject Shares") issuable pursuant to the Company's Employee Stock Purchase Plan (the "Plan"). I am familiar with the corporate proceedings of the Company relating to the adoption of the Plan and the proposed issuance of the Subject Shares pursuant to the Plan. Based upon the foregoing and in reliance thereon, and subject to the qualifications and assumptions hereinafter expressed, it is my opinion that all of the Subject Shares have been duly and validly authorized for issuance and, when issued pursuant to and in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. I do not purport to be an expert as to the laws of any jurisdiction other than the United States and the Commonwealth of Virginia, and I express no opinion herein as to the effect that the laws and decisions of courts of any jurisdiction other than the United States and the Commonwealth of Virginia may have upon the opinion expressed herein. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ David C. Jones David C. Jones Vice President - Legal Affairs and Secretary EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 26, 2000 included in Lafarge Corporation's Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this registration statement on Form S-8. /s/ ARTHUR ANDERSEN LLP Vienna, Virginia April 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----