-----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, HVdn3xNUseB8IkljRhp8S5+Qb22RePGDaq4LvxFC+QA1tei7OyEHmypsQvsjB9Tc 3H6ROp/z5NWP0EvFA4t1VA== 0000891092-03-003349.txt : 20031114 0000891092-03-003349.hdr.sgml : 20031114 20031114135324 ACCESSION NUMBER: 0000891092-03-003349 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031114 EFFECTIVENESS DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110500 FILM NUMBER: 031002831 BUSINESS ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 BUSINESS PHONE: 8473948730 MAIL ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COLLOID CO DATE OF NAME CHANGE: 19920703 S-8 1 e16247_s8.txt FORM S-8 As filed with the Securities and Exchange Commission on November 14, 2003 Registration No. 333-________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMCOL INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 36-0724340 State of Incorporation) (I.R.S. Employer Identification Number) One North Arlington 1500 West Shure Drive, Suite 500 Arlington Heights, Illinois 60004-7803 (Address, including Zip Code, of Registrant's Principal Executive Offices) AMCOL International Corporation 1998 Long-Term Incentive Plan (Full Title of the Plan) Lawrence E. Washow President and Chief Executive Officer AMCOL International Corporation One North Arlington 1500 West Shure Drive, Suite 500 Arlington Heights, Illinois 60004-7803 (847) 394-8730 (Name, Address, and Telephone Number of Agent For Service) Copies to: James W. Ashley, Esq. Lord, Bissell & Brook 115 South LaSalle Street Chicago, Illinois 60603 (312) 443-0700 CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered (1) offering price per aggregate offering registration share price fee Common Stock 1,000,000 $ 14.425 (2) $ 14,425,000 (2) $ 1,166.98 (2) --------- -------- ------------ ---------
(1) Together with an indeterminate number of additional shares of common stock which may be necessary to adjust the number of shares reserved for issuance pursuant to the plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding common stock pursuant to Rule 416(c) of the Securities Act of 1933. (2) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933 solely for the purpose of calculating the registration fee and based on the average of the high and low prices of the common stock as reported on the New York Stock Exchange on November 10, 2003. EXPLANATORY NOTE: This registration statement is being filed in accordance with General Instruction E to Form S-8 to register an additional 1,000,000 shares of common stock available for issuance under the AMCOL International Corporation 1998 Long-Term Incentive Plan, as amended. The contents of the Registrant's registration statement on Form S-8 filed June 4, 1998, Registration No. 333-56017, are incorporated by reference into this registration statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Registrant hereby incorporates by reference into this registration statement the documents listed below which have previously been filed with the Securities and Exchange Commission (the "Commission"): 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002; 2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003; 3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003; 4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003; and 5. The description of the shares of the Registrant's common stock, $0.01 par value per share, contained in the Registrant's Form 10 filed with the Commission on July 27, 1987, including any amendment or report filed for the purpose of updating such descriptions. In addition, each document or report subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of this registration statement, but prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered by this registration statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement. Each document or report incorporated into this registration statement by reference shall be deemed to be a part of this registration statement from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this registration statement or by any subsequently filed amendment to this registration statement. Item 8. Exhibits. 4.1 Article Four of the Registrant's Restated Certificate of Incorporation(1) 5.1 Opinion of Lord, Bissell & Brook* 2 23.1 Consent of KPMG LLP, independent auditors* 23.3 Consent of Lord, Bissell & Brook (included in Exhibit 5.1 above) 24.1 Power of Attorney (included on signature page) 99.1 AMCOL International Corporation 1998 Long-Term Incentive Plan(2) 99.2 Amendment to AMCOL International Corporation 1998 Long-Term Incentive Plan* - ---------- (*) Filed herewith (1) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 1995. (2) Exhibit is incorporated by reference to the Registrant's Registration Statement on Form S-8, Registration No. 333-56017. 3 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 Village of Arlington Heights, State of Illinois, on November 11, 2003. AMCOL INTERNATIONAL CORPORATION By: /s/ Lawrence E. Washow --------------------------------------- Name: Lawrence E. Washow Its: President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lawrence E. Washow and Clarence O. Redman and each of them with power to act without the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments and supplements to this Registration Statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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. NAME AND CAPACITY DATE - ----------------- ---- /s/ Lawrence E. Washow November 11, 2003 - -------------------------------------------- Lawrence E. Washow President and Chief Executive Officer (Principal Executive Officer); Director /s/ Gary L. Castanga November 11, 2003 - -------------------------------------------- Gary L. Castagna Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 4 /s/ Arthur Brown November 11, 2003 - -------------------------------------------- Arthur Brown Director /s/ Daniel P. Casey November 11, 2003 - -------------------------------------------- Daniel P. Casey Director /s/ Robert E. Driscoll, III November 11, 2003 - -------------------------------------------- Robert E. Driscoll, III Director /s/ John Hughes November 11, 2003 - -------------------------------------------- John Hughes Director /s/ Jay D. Proops November 11, 2003 - -------------------------------------------- Jay D. Proops Director /s/ Clarence O. Redman November 11, 2003 - -------------------------------------------- Clarence O. Redman Director /s/ Dale E. Stahl November 11, 2003 - -------------------------------------------- Dale E. Stahl Director /s/ Audrey L. Weaver November 11, 2003 - -------------------------------------------- Audrey L. Weaver Director /s/ Paul C. Weaver November 11, 2003 - -------------------------------------------- Paul C. Weaver Director 5 INDEX TO EXHIBITS Exhibit Number Description of Exhibit 4.1 Article Four of the Registrant's Restated Certificate of Incorporation(1) 5.1 Opinion of Lord, Bissell & Brook* 23.1 Consent of KPMG LLP, independent auditors* 23.3 Consent of Lord, Bissell & Brook (included in Exhibit 5.1 above) 24.1 Power of Attorney (included on signature page) 99.1 AMCOL International Corporation 1998 Long-Term Incentive Plan(2) 99.2 Amendment to AMCOL International Corporation 1998 Long-Term Incentive Plan* - ---------- (*) Filed herewith (1) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 1995. (2) Exhibit is incorporated by reference to the Registrant's Registration Statement on Form S-8, Registration No. 333-56017. 6 EX-5.1 3 e16247ex5_1.txt OPINION RE: LEGALITY EXHIBIT 5.1 [LBB Letterhead] November 14, 2003 AMCOL International Corporation One North Arlington 1500 West Shure Drive, Suite 500 Arlington Heights, Illinois 60004-7803 Re: AMCOL International Corporation 1998 Long-Term Incentive Plan Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission under the Securities Act of 1933 (the "Act") on or about the date of this letter to register an additional 1,000,000 shares of common stock, par value $0.01 each (the "Stock"), of AMCOL International Corporation (the "Company"), which may from time to time be offered and sold by the Company in connection with the AMCOL International Corporation 1998 Long-Term Incentive Plan, as amended (the "Plan"). In rendering this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the corporate records of the Company, including its Restated Certificate of Incorporation and By-Laws, and such other documents (including the Plan and the Registration Statement) which we have deemed relevant or necessary as the basis for the opinion as hereinafter set forth. We have also reviewed originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other records, documents, certificates and other papers, including certificates of public officials, as we have deemed necessary to render this opinion. Based upon and subject to the foregoing, it is our opinion that the Stock, or any portion thereof, to the extent such Stock represents original issuances by the Company, when issued pursuant to and in accordance with the Plan after the Registration Statement has become effective under the Act, will be duly authorized, validly issued, fully paid and non-assessable. We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Lord, Bissell & Brook ------------------------- Lord, Bissell & Brook EX-23.1 4 e16247ex23_1.txt COMSENT OF KPMG LLP EXHIBIT 23.1 CONSENT OF KPMG LLP The Board of Directors AMCOL International: We consent to the use of our report dated February 28, 2003, with respect to the consolidated balance sheets of AMCOL International Corporation and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2002, incorporated herein by reference. Our report refers to a change in the method of accounting for goodwill. KPMG LLP Chicago, Illinois November 14, 2003 -----END PRIVACY-ENHANCED MESSAGE-----