-----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, TPI4GSUXTvvM9cmTHaNiCCvIL0o09dGbCa+PdQKRnU1KtMiL6QJvqokLMPK05amH I5we2a5gjIEjdl0O99yFFQ== 0000910484-96-000106.txt : 19960921 0000910484-96-000106.hdr.sgml : 19960921 ACCESSION NUMBER: 0000910484-96-000106 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960919 EFFECTIVENESS DATE: 19960919 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING CHEMICALS HOLDINGS INC CENTRAL INDEX KEY: 0000795662 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 760185186 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-12303 FILM NUMBER: 96632187 BUSINESS ADDRESS: STREET 1: 1200 SMITH ST, SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002-4312 BUSINESS PHONE: 7136503700 MAIL ADDRESS: STREET 1: 1200 SMITH ST SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002-4312 FORMER COMPANY: FORMER CONFORMED NAME: STERLING CHEMICALS INC DATE OF NAME CHANGE: 19920703 S-8 1 STERLING CHEMICALS HOLDINGS INC. FORM S-8 As filed with the Securities and Exchange Commission on September 19th, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STERLING CHEMICALS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 76-0185186 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1200 Smith Street, Suite 1900 Houston, Texas 77002-4312 (Address, including zip code, of Principal Executive Offices) Sterling Chemicals Holdings, Inc. 1996 Employee Stock Purchase Plan (Full title of the plan) F. Maxwell Evans Vice President, General Counsel and Secretary Sterling Chemicals Holdings, Inc. 1200 Smith Street, Suite 1900 Houston, Texas 77002-4312 (713) 650-3700 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------------------------- copy to: David J. Graham Andrews & Kurth L.L.P. 4200 Texas Commerce Tower 600 Travis Houston, Texas 77002 (713) 220-4200 -------------------------------------------- CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount Maximum Maximum Amount of to be Offering Price Aggregate Registration Title of Securities to be Registered registered Per Share Offering Price Fee 250,000 $12.00 $3,000,000 $1,035 Common Stock, $0.01 per share =============================================== =============== ================== ================ ==================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Sterling Chemicals Holdings, Inc. (the "Company") hereby incorporates by reference the documents listed below. In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), (prior to the filing of a post-effective amendment which indicates that all the securities offered have been sold or which deregisters all securities then remaining unsold) shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents. (a) The Company's prospectus filed with the Securities and Exchange Commission (the "Commission") on August 16, 1996, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"), which prospectus is contained in the registration statement on Form S-1 (Reg. No. 333-04343), as amended. (b) The Company's Current Report on Form 8-K, dated as of October 31, 1995. (c) The Company's Current Report on Form 8-K, dated as of December 18, 1995. (d) The Company's Current Report on Form 8-K, dated as of April 26, 1996, as amended on Form 8-K/A. (e) The Company's Current Report on Form 8-K, dated as of August 21, 1996. (f) The Company's Quarterly Report on Form 10-Q, for the three months ended December 31, 1996. (g) The Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1996. (h) The Company's Quarterly Report on Form 10-Q for the three months ended June 30, 1996. (i) The Company's Registration Statement on Form 8-A, as amended, dated as of September 20, 1988. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. II-2 Item 6. Indemnification of Officers and Directors. The Delaware General Corporate Law (the "DGCL") authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breach of directors fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations authorized by such legislation, directors are accountable to corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Although the DGCL does not change directors' duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The Company's Certificate of Incorporation (the "Charter") limits the liability of the Company's directors to the Company or its stockholders (in their capacity as directors but not in their capacity as officers) to the fullest extent permitted by the DGCL. Specifically, directors of the Company will not be personally liable for monetary damages for breach of a director's fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. The inclusion of this provision in the Charter may have the effect of reducing the likelihood of derivative litigation against directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited the Company and its stockholders. The Sterling Chemicals Holdings, Inc. 1996 Employee Stock Purchase Plan (the "Plan") provides that neither the Committee of the Company's Board of Directors which administers the Plan nor any member thereof shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan in good faith, and the members of the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including counsel fees) arising therefrom to the full extent permitted by law, the Company's Charter and the Company's Bylaws. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit Number Description 5.1 Opinion of Andrews & Kurth L.L.P. 15.1 Letter of Arthur Andersen LLP regarding unaudited interim financial information. 23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of Coopers & Lybrand L.L.P. 24.1 Power of Attorney (included in signature page). 99.1 Sterling Chemicals Holdings, Inc. 1996 Employee Stock Purchase Plan. II-3 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 this 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 this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(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 Company 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 Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this 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 Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Houston, State of Texas, on the 18th day of September, 1996. STERLING CHEMICALS HOLDINGS, INC. By: /s/ F. Maxwell Evans ------------------------ F. Maxwell Evans Vice President, General Counsel and Secretary Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Sterling Chemicals Holdings, Inc. (the "Company"), hereby constitutes and appoints F. Maxwell Evans and Jim P. Wise, or either of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done. 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/Frank P. Diassi Chairman of the Board of Directors September 18, 1996 ------------------ Frank P. Diassi /s/ Robert W. Roten President, Chief Executive Officer and September 18, 1996 ------------------- Director (principal executive officer) Robert W. Roten /s/ Jim P. Wise Vice President - Finance and Chief September 18, 1996 ------------------- Financial Officer (principal financial and Jim P. Wise accounting officer) II-5 /s/F. Maxwell Evans Vice President, General Counsel and - ------------------------ Secretary September 18, 1996 F. Maxwell Evans /s/J. Virgil Waggoner Director September 18, 1996 - ------------------------ J. Virgil Waggoner /s/ Robert B. Calhoun Director September 18, 1996 - ------------------------ Robert B. Calhoun ----------------------- Director Allan R. Dragone /s/ John L. Garcia Director September 18, 1996 - ------------------------ John L. Garcia /s/ George B. Gregory Director September 18, 1996 - ------------------------ George B. Gregory /s/ Frank J. Hevrdejs Director September 18, 1996 - ------------------------ Frank J. Hevrdejs - ------------------------ Director Hunter Nelson
II-6 EXHIBIT INDEX Exhibit Number 5.1 Opinion of Andrews & Kurth L.L.P. 15.1 Letter of Arthur Andersen LLP regarding unaudited interim financial information. 23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP 23.3 Consent of Coopers & Lybrand, L.L.P. 24.1 Power of Attorney (included in signature page). 99.1 Sterling Chemicals Holdings, Inc. 1996 Employee Stock Purchase Plan EX-5.1 2 STERLING CHEMICALS HOLDINGS, INC. EX-5-1 Exhibit 5.1 [Andrews & Kurth L.L.P. Letterhead] September 19, 1996 Sterling Chemicals Holdings, Inc. 1200 Smith Street, Suite 1900 Houston, Texas 77002 Dear Gentlemen: We have acted as counsel to Sterling Chemicals Holdings, Inc., a Delaware corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8, dated September 19, 1996 (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of the issuance of up to 250,000 shares of common stock, par value $0.01 per share, of the Company (the "Shares") pursuant to the Sterling Chemicals Holdings, Inc. 1996 Employee Stock Purchase Plan (the "Plan"). As the basis for the opinions hereinafter expressed, we have examined such statutes, regulations, corporate records and documents and such other instruments as we have deemed necessary for the purposes of the opinions contained herein. As to all matters of fact material to such opinions, we have relied upon the representations of officers of the Company. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as copies. Based upon the foregoing and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Shares have been duly authorized, and that the Shares, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, ANDREWS & KURTH L.L.P. EX-15.1 3 STERLING CHEMICALS HOLDINGS, INC, EX-15.1 Exhibit 15.1 September 18, 1996 Sterling Chemicals Holdings, Inc.: We are aware that Sterling Chemicals Holdings, Inc. has incorporated by reference in this Registration Statement on Form S-8 its Form 10-Q for each of the quarters ended December 31, 1995, March 31, 1996, and June 30, 1996, which include our reports dated January 23, 1996, April 24, 1996, and July 15, 1996, respectively, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933, those reports are not considered a part of the registration statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. Very truly yours, Arthur Andersen LLP EX-23.2 4 STERLING CHEMICALS HOLDINGS, INC. EX-23.2 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Sterling Chemicals Holdings, Inc. on Form S-8 of our reports dated May 20, 1996 on our audits of the consolidated balance sheet of STX Acquisition Corp. and subsidiary as of May 14, 1996 and of the balance sheet of STX Chemicals Corp. as of May 14, 1996, appearing in the Registration Statement on Form S-1 (No. 333-04343) related to the offering of $275,000,000 11 3/4% Senior Subordinated Notes due 2006 and 191,751 Units. DELOITTE & TOUCHE LLP Houston, Texas September 18, 1996 EX-23.3 5 STERLING CHEMICALS HOLDINGS, INC. EX-23.3 Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Sterling Chemicals Holdings, Inc. of our report dated October 25, 1995, on our audits of the consolidated financial statements of Sterling Chemicals, Inc. appearing in the Registration Statement on Form S-1 (No. 333- 04343) related to the offering of $275,000,000 11 3/4% Senior Subordinated Notes due 2006 and 191,751 Units. COOPERS & LYBRAND L.L.P. Houston, Texas September 18, 1996 EX-99.1 6 STERLING CHEMICALS HOLDINGS, INC. EX-99.1 Exhibit 99.1 STERLING CHEMICALS HOLDINGS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE. This 1996 Employee Stock Purchase Plan (the "Plan") is intended to encourage ownership of the common stock, par value $.01 per share (the "Common Stock"), of Sterling Chemicals Holdings, Inc. (the "Company") by certain middle and upper management employees of the Company and its subsidiaries so that such employees may acquire or increase their proprietary interest in the Company. The Plan is intended to facilitate this objective by allowing eligible employees to purchase such shares directly from the Company, at an established price and without payment of any brokerage fees or commissions. An aggregate of up to 250,000 shares of Common Stock are authorized for issuance under this Plan. 2. ADMINISTRATION AND INTERPRETATION. The Plan shall be administered by the Board of Directors of the Company (the "Board") or by a committee (the "Committee") of not less than three officers of the Company appointed by and serving at the pleasure of the Board. The Board may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed and may fill vacancies, however caused, in the Committee. The Committee may prescribe, amend and rescind rules and regulations for administration of the Plan and shall have full power and authority to construe and interpret the Plan, and any determination by the Committee under any provision of the Plan shall be final and conclusive for all purposes. A majority of the members of the Committee shall constitute a quorum and the acts of a majority of the members present at a meeting or the acts of a majority of the members evidenced in writing shall be the acts of the Committee. The Committee may correct any defect or any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem desirable. The day-to-day administration of the Plan may be carried out by such officers and employees of the Company as shall be designated from time to time by the Committee. Neither the Committee nor any member thereof shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan in good faith, and the members of the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including counsel fees) arising therefrom to the full extent permitted by law, the Company's Articles of Incorporation and the Company's Bylaws. The members of the Committee shall be named as insured parties under any directors' and officers' liability insurance coverage which may be in effect from time to time. 3. TERM OF THE PLAN. The Plan will become effective as of September 19, 1996, and will remain in effect for 11 days (ending September 30, 1996 (the "Closing Date"), except for completion of administrative matters, such as return of excess subscription payments and delivery of stock certificates) unless earlier terminated or extended by action of the Committee or the Board. 4. ELIGIBILITY. The Committee shall determine the employees ("Eligible Employees") eligible to participate in the Plan. 5. PARTICIPATION. Participation in the Plan is optional. In order to participate in the Plan, an Eligible Employee must submit a Subscription Agreement to purchase shares of Common Stock, on a form to be provided by the Company, on or before the Closing Date and in compliance with the other subscription procedures set forth therein. Eligible Employees must comply with the subscription and payment procedures set forth in the Subscription Agreement in order to participate in the Plan. 6. ACCEPTANCE OF SUBSCRIPTIONS; PRORATION. The Company shall satisfy the subscriptions to purchase Common Stock with newly issued shares of Common Stock at a purchase price of $12 per share. If on the Closing Date the Company has received subscriptions for an aggregate number of shares of Common Stock greater than that set forth in Paragraph 1 hereof, then the number of shares actually sold to each subscriber shall be reduced from the amount requested in such subscriber's Subscription Agreement, with the method of such reduction to be determined by the Committee in its sole discretion. Fractional shares shall not be issued. Questions as to the rounding of fractional amounts shall be determined by the Committee in its sole discretion. Once the number of shares of Common Stock to be sold to each subscriber has been determined, the Company shall issue certificates representing such shares of Common Stock to the respective subscribers as soon as practicable. If the actual number of shares to be sold to a subscriber is less than the number requested in the subscriber's Subscription Agreement, the Company shall refund the subscriber's excess payment as soon as practicable, without interest. All subscription amounts shall be held by the Plan in a segregated non interest-bearing account until the shares of Common Stock and refunds, if any, are issued pursuant to the Plan. 7. PREEMPTION BY APPLICABLE LAWS AND REGULATIONS. Anything in the Plan or any agreement entered into pursuant to the Plan to the contrary notwithstanding, if, at any time specified herein or therein for the making of any determination or the making of any issuance or other distribution of Common Stock, any law, regulation or requirement of any governmental authority having jurisdiction in the premises shall require either the Company or the employee (or the employee's beneficiary), as the case may be, to take any action in connection with any such determination, issuance or distribution, such determination issuance or distribution, as the case may be, shall be deferred until such action shall have been taken. 8. AMENDMENT. The Board of Directors of the Company may at any time amend the Plan. 9. MISCELLANEOUS. a. No Employment Contract. Nothing contained in the Plan shall be construed as conferring upon any employee the right to continue in the employ of the Company or any affiliate of the Company. b. No Rights as a Shareholder. An employee shall have no rights as a shareholder with respect to Common Stock covered by the employee's sub- scription agreement until the date of the issuance of such Common Stock to the employee pursuant thereto. No adjustment will be made -2- for dividends or other distributions or rights for which the record date is prior to the date of such issuance. c. No Right to Corporate Assets. Nothing contained in the Plan shall be construed as giving an employee, the employee's beneficiaries or any other person any equity or interest of any kind in any assets of the Company or an affiliate of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company or an affiliate of the Company and any such person. d. No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any affiliate of the Company from taking any action that is deemed by the Company or such affiliate of the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan. No employee, beneficiary or other person shall have any claim against the Company or any affiliate of the Company as a result of any such action. e. Non-assignability. Neither an employee nor an employee's beneficiary shall have the power or right to sell, exchange, pledge, transfer, assign or otherwise encumber or dispose of such employee's or beneficiary's interest, if any, arising under the Plan nor shall such interest be subject to seizure for the payment of an employee's beneficiary's debts, judgments, alimony or separate maintenance or be transferable by operation of law in the event of an employee's or beneficiary's bankruptcy or insolvency, and to the extent any such interest arising under the Plan is awarded to a spouse pursuant to any divorce proceeding, such interest shall be deemed to be terminated and forfeited notwithstanding any provisions or other terms herein or in a Subscription Agreement to the contrary. f. Application of Funds. The proceeds received by the Company from the sale of Common Stock pursuant to the Plan will be used for its general corporate purposes. g. Governing Law; Construction. All rights and obligations under the Plan shall be governed by, and the Plan shall be construed in accordance with, the laws of the State of Texas without regard to the principles of conflicts of laws. Titles and headings to Sections herein are for purposes of reference only, and shall in no way limit, define or otherwise affect the meaning or interpretation of any provisions of the Plan. Executed and effective as of the 19th day of September, 1996. STERLING CHEMICALS HOLDINGS, INC. By: /s/ F. Maxwell Evans Name: F. Maxwell Evans Title: Vice President, General Counsel and Secretary -3- -----END PRIVACY-ENHANCED MESSAGE-----