-----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, BMEmqD8JA5Qs2FIbjFIOa4ESuXKTtTkOtsBQeUchJr4uQ27DvM770SLJzpkoFZT5 oPJBGPTuTfPiiNybhgxFPA== /in/edgar/work/20000831/0000950133-00-003623/0000950133-00-003623.txt : 20000922 0000950133-00-003623.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950133-00-003623 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000831 EFFECTIVENESS DATE: 20000831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZEMEX CORP CENTRAL INDEX KEY: 0000075644 STANDARD INDUSTRIAL CLASSIFICATION: [1400 ] IRS NUMBER: 135496920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44950 FILM NUMBER: 714826 BUSINESS ADDRESS: STREET 1: CT TOWER, BCE PLACE STREET 2: 161 BAY ST, STE 3750 P O BOX 703 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 M5J STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC TIN CONSOLIDATED CORP DATE OF NAME CHANGE: 19860720 S-8 1 w39997s-8.txt FORM S-8 REGISTRATION STATEMENT 1 As filed with the Securities and Exchange Commission on August 31, 2000 Registration No. 333-____ - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZEMEX CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) CANADA NONE - ----------------------------------- ------------------------------------ (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) CANADA TRUST TOWER, BCE PLACE 161 BAY STREET, SUITE 3750 TORONTO, ONTARIO, CANADA M5J 2S1 -------------------------------------------------------- (Address of principal executive offices) ZEMEX CORPORATION 1999 STOCK OPTION PLAN (Full title of the plans) ALLEN J. PALMIERE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND CORPORATE SECRETARY CANADA TRUST TOWER, BCE PLACE 161 BAY STREET, SUITE 3750 TORONTO, ONTARIO, CANADA M5J 2S1 (416) 365-8080 ---------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) Copies to: ANDREW J. TRUBIN, ESQ. JAY C. KELLERMAN, ESQ. HOGAN & HARTSON L.L.P. STIKEMAN, ELLIOTT 885 THIRD AVENUE, 26TH FLOOR COMMERCE COURT WEST, SUITE 5300 NEW YORK, NEW YORK 10022 TORONTO, ONTARIO, CANADA M5L 1B9 (212)409-9800 (416)869-5500 CALCULATION OF REGISTRATION FEE
============================================================================================================================== Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of to be registered registered price per share (a) offering price (a) registration fee (a) - ------------------------------------------------------------------------------------------------------------------------------ Common Shares, without par value 100,000 $7.25 $725,000.00 $191.40 ==============================================================================================================================
(a) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices per share of the Common Shares, without par value, of Zemex Corporation, reported on the New York Stock Exchange on August 28, 2000. 2 EXPLANATORY NOTE This registration statement relates to stock to be granted under the Zemex Corporation 1999 Stock Option Plan, as amended (the "Plan"), as described in a registration statement on S-8, Registration No. 333-75371 (the "Prior Registration Statement") and is filed solely to increase the number of shares of Common Stock authorized under the Plan from 272,543 shares to 372,543 shares. The contents of the Prior Registration Statement, including all exhibits thereto, are hereby incorporated by reference. 2 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. Exhibit Number Description -------- ----------- 5.1 Opinion of Stikeman Elliott 10.1 Zemex Corporation 1999 Stock Option Plan, as amended (original Plan incorporated by reference to Zemex Corporation's Definitive Proxy Statement filed on March 25, 1999; amendment to the Plan filed herewith) 23.1 Stikeman Elliott (contained in Exhibit 5.1) 23.2 Consent of Deloitte and Touche LLP, Chartered Accountants 24 Power of Attorney (contained on the Signature Pages) - ----------- 3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Corporation 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 August 29, 2000. Zemex Corporation BY: /s/ Allen J. Palmiere ------------------------------- Allen J. Palmiere Vice President, Chief Financial Officer and Corporate Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally Richard L. Lister or Allen J. Palmiere, or either of them, with full power to act alone, his true and lawful attorneys-in-fact, with full power of substitution, and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 relating to the registration under the U.S. Securities Act of 1933, as amended (the "Act") of common shares of the Corporation (the "Registration Statement"), and any and all amendments (including post-effective amendments) to the Registration Statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Act, 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 full power and authority to do and perform each and every act and thing requisite and necessary to be done 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 or either of them may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Act, this Registration Statement has been signed on August 29, 2000 by the following persons in the capacities indicated.
SIGNATURE: TITLE: ---------- ------ /s/ Peter O. Lawson-Johnston Chairman of the Board ------------------------------- Peter O. Lawson-Johnston /s/ Richard L. Lister President, Chief Executive Officer -------------------------------- and Director (Principal Richard L. Lister Executive Officer) /s/ Paul A. Carroll Director ------------------------------- Paul A. Carroll
4 5 /s/ Morton A. Cohen Director ------------------------------- Morton A. Cohen /s/ John M. Donovan Director ------------------------------- John M. Donovan /s/ R. Peter Gillin Director ------------------------------- R. Peter Gillin /s/ Garth A.C. MacRae Director ------------------------------- Garth A.C. MacRae /s/ William J. van den Heuvel Director ------------------------------- William J. van den Heuvel Allen J. Palmiere Vice President, Chief Financial ------------------------------- Officer and Corporate Secretary Allen J. Palmiere (Principal Financial and Accounting Officer)
5 6 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 5.1 Opinion of Stikeman Elliott 10.1 Zemex Corporation 1999 Stock Option Plan, as amended (original Plan incorporated by reference to Zemex Corporation's Definitive Proxy Statement filed on March 25, 1999; amendment to the Plan filed herewith) 23.1 Stikeman Elliott (contained in Exhibit 5.1) 23.2 Consent of Deloitte and Touche LLP, Chartered Accountants 24 Power of Attorney (contained on the Signature Pages)
- ----------- 6 EX-5.1 2 w39997ex5-1.txt OPINION OF ELLIOTT STIKEMAN 1 EXHIBIT 5.1 [STIKEMAN ELLIOTT LETTERHEAD] August 30, 2000 VIA FACSIMILE AND COURIER Zemex Corporation Canada Trust Tower BCE Place Suite 3750 161 Bay Street Toronto, Ontario M5J 2S1 Ladies and Gentlemen: RE: SALE OF COMMON SHARES PURSUANT TO REGISTRATION STATEMENT ON FORM S-8 COVERING 1999 STOCK OPTION PLAN OF ZEMEX CORPORATION We have acted as counsel to Zemex Corporation (the "Company") in connection with the registration by the Company of 100,000 common shares (the "Shares"), described in the Registration Statement on Form S-8 of the Company being filed with the Securities and Exchange Commission concurrently herewith. The Shares may be issued by the Company pursuant to the 1999 Stock Option Plan (the "Plan") of Zemex Corporation. In such connection, we have examined certain corporate records and proceedings of the Company, including actions taken by the Company's Board of Directors in respect of the authorization and issuance of the Shares to meet the requirements of the Plan, and such other matters as we deemed appropriate. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued as contemplated by the Plan, will be legally issued, fully paid and non-assessable shares in the capital stock of the Company. 2 2 We hereby consent to be named in the Registration Statement and in the Prospectus constituting a part thereof, as amended from time to time, as the attorneys who will pass upon legal matters in connection with the issuance of the Shares, and to the filing of this opinion as an exhibit to the aforesaid Registration Statement. Yours truly, /s/ STIKEMAN ELLIOTT STIKEMAN ELLIOTT EX-10.1 3 w39997ex10-1.txt ZEMEX CORPORATION 1999 STOCK OPTION PLAN AMENDMENT 1 EXHIBIT 10.1 ZEMEX CORPORATION AMENDMENT TO ZEMEX CORPORATION 1999 STOCK OPTION PLAN Zemex Corporation (the "Corporation") hereby amends the terms of the Zemex Corporation 1999 Stock Option Plan (the "Plan") as follows: 1. The reference to "272,543" in Section 4(1) of the Plan is replaced by "372,543". * * * This Amendment was duly approved by the Board of Directors of the Corporation on October 20, 1999. /s/ Allen J. Palmiere -------------------------------------- Allen J. Palmiere Vice President, Chief Financial Officer and Corporate Secretary 7 EX-23.2 4 w39997ex23-2.txt CONSENT OF DELOITTE & TOUCHE LLP. 1 [DELOITTE & TOUCHE LETTERHEAD] EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We hereby consent to the incorporation by reference in this Registration Statement of Zemex Corporation on Form S-8 of our report dated February 5, 1999, appearing in the Annual Report on Form 10-K of Zemex Corporation for the year ended December 31, 1998. We further consent to the reference to our Firm under the caption "Experts" in the Registration Statement. /s/ Deloitte & Touche, LLP Chartered Accountants August 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----