-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lik9+FHVry6m6Frwyp2hNZW2jXcWQdhYWtmpShzJsRZMJkcZlbvaNZd+YFGEIIIh wCeL0ZLbsUlLY33kBE4qwg== 0000075644-95-000009.txt : 19950619 0000075644-95-000009.hdr.sgml : 19950619 ACCESSION NUMBER: 0000075644-95-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950616 EFFECTIVENESS DATE: 19950705 SROS: NASD SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZEMEX CORP CENTRAL INDEX KEY: 0000075644 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 135496920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60291 FILM NUMBER: 95547459 BUSINESS ADDRESS: STREET 1: BCE PLACE STREET 2: 161 BAY STREET STE 3750 CITY: TORONTO ONTARIO M5J STATE: A6 BUSINESS PHONE: 4163658080 MAIL ADDRESS: STREET 1: CANADA TRUST TOWER STREET 2: BCE PLACE 161 BAY ST,# 3750 PO BOX 703 CITY: TORONTO ONTARIO FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC TIN CONSOLIDATED CORP DATE OF NAME CHANGE: 19860720 S-8 1 As filed with the Securities and Exchange Commission on June 16, 1995 Registration No. 33-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 ZEMEX CORPORATION (Exact name of issuer as specified in its charter) Delaware 13-5496920 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Canada Trust Tower, BCE Place 161 Bay Street, Suite 3750, Toronto, Ontario, Canada, M5J 2S1 (Address of Principal Executive Offices, including Postal Code) ZEMEX CORPORATION 1995 STOCK OPTION PLAN (Full title of the plan) ___________________________________ Allen J. Palmiere Vice President, Chief Financial Officer and Assistant Secretary ZEMEX CORPORATION Canada Trust Tower, BCE Place 161 Bay Street, Suite 3750 Toronto, Ontario, M5J 2S1, Canada (416) 365-8080 (Name, address, and telephone number of agent for service) Calculation of Registration Fee Title of Securities Proposed maximum Proposed maximum Amount of to be Amount to be offering price aggregate registration registered registered per share* offering price* fee Capital Stock par value 300,000 $9.375 per $2,812,500 $969.83 $1.00 shares share * Estimated pursuant to Rule 457(c), solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Capital Stock as reported on the New York Stock Exchange consolidated reporting system on June 7, 1995. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents, which have been filed previously with the Securities and Exchange Commission (the "Commission") (Commission File No. 1-228) by the Corporation pursuant to the Securities Exchange Act of 1934, as amended, are incorporated herein by reference in this Registration Statement: (a) the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (b) the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; and (c) the description of capital stock set forth in Item 4 of the Registration Statement on Form 8-B filed by Pacific Tin Consolidated Corporation (the former name of the Corporation) on April 30, 1986. All documents filed with the Commission subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities 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 with the Commission. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Officers and Directors Section 145 of the Delaware General Corporation Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. Section 145 also allows a corporation to purchase and maintain insurance on behalf of any such person. Article VIII of the Corporation's articles of incorporation, as amended, reads as follows: The Corporation shall, to the fullest extent permitted by Delaware law, as in effect from time to time, indemnify any person against all liability and expense (including attorneys' fees) incurred by reason of the fact that he is or was a director or officer of the Corporation or, while serving at the request of the Corporation as a director, officer, partner or trustee of, or in any similar managerial or fiduciary position of, or an employee or agent of, another corporation, partnership, joint venture, trust, association, or other entity. Expenses (including attorneys' fees) incurred in defending an action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding to the fullest extent and under the circumstances permitted by Delaware law. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Corporation against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify against such liability under the provisions of the Article VIII. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those indemnified may be entitled under this Certificate of Incorporation, any by-law, agreement, vote of stockholders or disinterested directors, statute, or otherwise, and shall inure to the benefit of their heirs, executors, and administrators. The provisions of this Article VIII shall not be deemed to preclude the Corporation from indemnifying other persons from similar or other expenses and liabilities as the board of directors or the stockholders may determine in a specific instance or be resolution of general application. Any repeal or modification of this Article VIII by the shareholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification. Subject to certain exceptions, the directors, all corporate officers and any employees working in conjunction therewith and the heirs, assigns and estates of such directors, officers and employees of the Corporation are insured against claims made against them, including claims arising under the Securities Act of 1933, and caused by negligent acts, errors, omissions or breaches of duty while acting in their capacities as such directors or officers, and the Corporation is insured to the extent that it shall have indemnified the directors and officers for such loss. The premiums for such insurance are paid by the Corporation. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The exhibits listed below are listed according to the number assigned in the table in Item 601 of Regulation S-K. Exhibit No. Description of Exhibit 3(a) Amended and Restated Certificate of Incorporation (Incorporated by reference from Exhibit A of the Corporation's Definitive Proxy Statement, filed on March 29, 1995) 3(b) By-laws (incorporated by reference to Exhibit 3 to the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1988) 5 Opinion of Davis, Graham & Stubbs, L.L.C. as to the legality of the securities to which this registration statement relates 24(a) Consent of Davis, Graham & Stubbs (contained in Exhibit 5) 24(b) Consent of Deloitte & Touche, Toronto, Ontario 25 Powers of Attorney (see "Signatures") 99 Zemex Corporation 1995 Stock Option Plan (incorporated by reference to Exhibit A to the Corporation's Definitive Proxy Statement, filed on March 29, 1995) 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, as amended; (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 the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 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. (c) 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Toronto, the Province of Ontario, on June 15, 1995. ZEMEX CORPORATION (Registrant) By: /s/Richard L. Lister Richard L. Lister President and Chief Executive Officer Each of the undersigned hereby appoints Richard L. Lister and Allen J. Palmiere and each of them severally, his true and lawful attorneys to execute on behalf of the undersigned any and 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. 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 date indicated above. /s/Peter Lawson-Johnston Chairman of the Board Peter Lawson-Johnston and Director /s/Richard L. Lister President, Chief Executive Officer Richard L. Lister and Director (Principal Executive Officer) /s/Paul A. Carroll Director Paul A. Carroll /s/Morton A. Cohen Morton A. Cohen Director /s/John M. Donovan Director John M. Donovan /s/Thomas B. Evans, Jr. Director Thomas B. Evans, Jr. /s/Ned Goodman Director Ned Goodman /s/Patrick H. O'Neill Director Patrick H. O'Neill /s/William J. vanden Heuvel Director William J. vanden Heuvel /s/Allen J. Palmiere Vice President, Chief Financial Officer Allen J. Palmiere and Assistant Secretary (Principal Financial and Accounting Officer) EXHIBIT INDEX Exhibit No. Description of Exhibit Page No. 3(a) Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit A of the Corporation's Definitive Proxy Statement, filed on March 29, 1995) 3(b) By-laws (incorporated by reference to Exhibit 3 to the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1988) 5 Opinion of Davis, Graham & Stubbs, L.L.C. as to the legality of the securities to which this registration statement relates 24(a) Consent of Davis, Graham & Stubbs, L.L.C. (contained in Exhibit 5) 24(b) Consent of Deloitte & Touche, Toronto, Ontario 25 Powers of Attorney (see "Signatures") 99 Zemex Corporation 1995 Stock Option Plan (incorporated by reference to Exhibit A to the Corporation's Definitive Proxy Statement, filed on March 29, 1995) EX-24 2 Exhibit 24(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Zemex Corporation on Form S-8 of our report dated February 4, 1995, on our audits of the consolidated financial statements and financial statement schedules of Zemex Corporation and Subsidiaries as of December 31, 1994 and 1993, which report is incorporated by reference into the Annual Report on Form 10-K of Zemex Corporation for the fiscal year ended December 31, 1994. /s/Deloitte & Touche DELOITTE & TOUCHE Chartered Accountants Toronto, Ontario June 7, 1995 -----END PRIVACY-ENHANCED MESSAGE-----