-----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, CCWMRscNJRWGbH7N27IJH6l6pe6JJD5fD6G+4HptXA1EeOlkHFsngD2KXy09ztZU BQmOsbMvQ6xEwCRd3W+Axg== 0000832815-97-000006.txt : 19970620 0000832815-97-000006.hdr.sgml : 19970620 ACCESSION NUMBER: 0000832815-97-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970619 EFFECTIVENESS DATE: 19970619 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYBRON CHEMICALS INC CENTRAL INDEX KEY: 0000832815 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 510301280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-29543 FILM NUMBER: 97626109 BUSINESS ADDRESS: STREET 1: BIRMINGHAM RD STREET 2: PO BOX 66 CITY: BIRMINGHAM STATE: NJ ZIP: 08011 BUSINESS PHONE: 6098931100 MAIL ADDRESS: STREET 1: P O BOX 66 BIRMINGHAM ROAD CITY: BIRMINGHAM STATE: NJ ZIP: 08011 S-8 1 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement under The Securities Act of 1933 SYBRON CHEMICALS INC. --------------------- (Exact name of registrant as specified in its charter) Delaware 1-0301280 (State of incorporation) (I.R.S. Employer Identification No.) Birmingham Road, P.O. Box 66, Birmingham, New Jersey 08011 (Address of principal executive offices) (Zip Code) Sybron Chemicals Inc. 1992 Stock Option Plan ---------------------- (Full title of the plan) Mr. Richard M. Klein President and Chief Executive Officer Sybron Chemicals Inc. P.O. Box 66, Birmingham Road Birmingham, New Jersey 08011 (Name and address of agent for service) (609) 893-1100 (Telephone number, including area code, of agent for service) Copies to: David Gitlin, Esquire Wolf, Block, Schorr and Solis-Cohen Twelfth Floor Packard Building 15th and Chestnut Streets Philadelphia, PA 19102 (215) 977-2284 CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Amount of Securities to be Amount to be Offering Price Aggregate Registration Registered Registered(l) Per Share(2) Offering Price Fee ---------- ------------- ------------ -------------- --- Common Stock, 420,000 18.50 7,770,000 2,565 $0.01 par value - -------------------------------------------------------------------------------- (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers such additional shares as may hereafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalization or certain other capital adjustments. (2) Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as amended, represents the average of the high and low prices for the Common Stock as quoted on the American Stock Exchange on June 18, 1997. - -------------------------------------------------------------------------------- PART 11 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. ---------------------------------------- The following documents filed by Sybron Chemicals Inc. (the "Registrant" or the "Company")with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this Registration Statement: 1. The Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. 2. The Registrant's Quarterly Reports on Form 10-Q for the quarter ended March 31, 1997. 3. The description of the Registrant's Common Stock, $0.01 par value (the "Common Stock"), contained in the Registrant's Registration Statement on Form 8-A filed March 25, 1992 under Section 12 of the Exchange Act including all amendments or reports filed for the purposes of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby 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 hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Item 4. Description of Securities. -------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. --------------------------------------- Not applicable. II-1 Item 6. Indemnification of Directors and Officers. ------------------------------------------ Under Section 145 of the Delaware General Corporation Law, as amended, the Registrant has the power to indemnify directors and officers under certain prescribed circumstances (including when ordered by a court or when authorized by a majority of disinterested directors, by independent legal counsel who is properly directed to make such a determination or by stockholders) and subject to certain limitations (including, unless otherwise determined by the proper court, when such officer or director is adjudged liable to the Registrant), against certain costs and expenses, including attorneys' fees, actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any of them is a party by reason of his or her being a director or officer of the Registrant if it is determined that he or she acted in accordance with the applicable standard of conduct set forth in such statutory provisions including when such officer or director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Registrant's best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.. Pursuant to Article 10 of the Company's Certificate of Incorporation, the directors of the Company shall be entitled to the benefits of all limitations on the liability of directors generally that are now or hereafter become available under the Delaware General Corporation Law. Further, no director of the Company shall be liable to the Company or its stockholders for monetary damages for breach of his or her 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 Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of Article 10 shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the Company existing at the time of such repeal or modification. Section 7.1 of the Company's By-Laws provides indemnification to directors and officers of the Company against expenses (including attomeys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by any of them, to the fullest extent now or hereafter permitted by law, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, brought or threatened to be brought against any of them by reason of any such person's performance as a director or officer of the Company, its parent or any of its subsidiaries, or in any other capacity on behalf of the Company, its parent or any of its subsidiaries. Section 7.1 also permits the Board of Directors by resolution adopted in each specific instance to similarly indemnify any person other than a director or officer of the Company for liabilities incurred by such person in connection with services rendered by such person for or at the request of the Company, its parent or any of its subsidiaries. The provisions of Section 7.1 are applicable to II-2 all actions, suits or proceedings commenced after the adoption of Section 7.1, whether arising out of acts or omissions that occurred prior or subsequent to such adoption, and shall continue as to a person who has ceased to be a director or officer of the Company or, as the case may be, its parent or subsidiaries, and shall inure to the benefit of the heirs, executors and administrators of such a person. The rights of indemnification provided for in Section 7.1 are not to be deemed exclusive of any other rights to which any director or officer of the Company may be entitled under the By-Laws, any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Section 7.2 of the By-Laws provides that expenses (including attomey's fees) incurred by any officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding, whether threatened, pending or completed, may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking, by or on behalf of such director or officer, to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized by law. Section 7.3 of the By-Laws further permits the Company to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under law. The Company has purchased directors' and officers' liability insurance. Item 7. Exemption from Registration Claimed. ------------------------------------ Not applicable. Item 8. Exhibits. --------- The following Exhibits are filed as part of this Registration Statement: II-3 Exhibit No. ----------- 4 Sybron Chemicals Inc. 1992 Stock Option Plan (Incorporated by reference to Exhibit 10.5 to the Company's Form S-1 filed with the Securities and Exchange Commission on March 31, 1992). 5 Opinion of Wolf, Block, Schorr and Solis-Cohen. 23.1 Consent of Price Waterhouse LLP, independent accountants. 23.2 Consent of Wolf, Block, Schorr and Solis-Cohen (contained in Exhibit 5). 24 Power of Attomey (included on signature page in Part II of the Registration Statement). Item 9. Undertakings. ------------- 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 (the "Securities Act"); (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in the Registration Statement. II-4 (2) That, for the purpose of determining any liability under the Securities Act, 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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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. Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES AND POWER OF ATTORNEY 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 Birmingham, New Jersey, on this 18th day of June, 1997. SYBRON CHEMICALS INC. By: /s/ Lawrence R. Hoffman ----------------------- Lawrence R. Hoffman, Secretary II-6 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lawrence R. Hoffman and Richard M. Klein, and either of them, the undersigned's true and lawful attomey-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including, without limitation, post-effective 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, granting unto said attomey-in-fact and agent 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, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfullv 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 date indicated. Signature Title Date --------- ----- ---- /s/ Richard M. Klein Chairman of the Board of Directors, June 18,1997 - -------------------- Richard M. Klein President and Chief Executive Officer (Principal Executive Officer) /s/ Lawrence R. Hoffman Acting Chief Financial Officer and June 18,1997 - ----------------------- Lawrence R. Hoffman Acting Chief Accounting Officer /s/ John H. Schroeder Executive Vice President- June 18,1997 - --------------------- John H. Schroeder Environmental Products and Services and Director /s/ Paul C. Schorr, IV Director June 18,1997 - ---------------------- Paul C. Schorr, IV II-7 Signature Title Date --------- ----- ---- /s/ Heinn F. Tomfohrde, III Director June 18, 1997 - --------------------------- Heinn F. Tomfohrde, III /s/ David I. Barton Director June 18, 1997 - ------------------- David I. Barton II-8 1992 STOCK OPTION PLAN SYBRON CHEMICALS INC. REGISTRATION STATEMENT ON FORM S-8 EXHIBIT INDEX Exhibit No. Document - ----------- -------- 4 Sybron Chemicals Inc. 1992 Stock Option Plan (Amended and Restated Effective as of April 19, 1996). 5 Opinion of Wolf, Block, Schorr and Solis-Cohen. 23.1 Consent of Price Waterhouse LLP, independent accountants. 23.2 Consent of Wolf, Block, Schorr and Solis-Cohen (contained in Exhibit 5). 24 Power of Attorney (included on signature page in Part 11 of the Registration Statement). EX-4 2 SYBRON CHEMICALS INC. 1992 STOCK OPTION PLAN (Amended and Restated Effective as of April 19, 1996) 1. Purpose. SYBRON CHEMICALS INC. (the "Company") hereby amends and ------- restates the SYBRON CHEMICAL INDUSTRIES INC. 1992 STOCK OPTION PLAN, redesignating it as the SYBRON CHEMICALS INC. 1992 STOCK OPTION PLAN (the "Plan"), as set forth herein, subject to the approval of the stockholders of the Company. The Plan is intended to recognize the contributions made to the Company by key employees of the Company or any Affiliate of the Company (as defined below), to provide such persons with additional incentive to devote themselves to the future success of the Company or an Affiliate of the Company, and to improve the ability of the Company or an Affiliate of the Company to attract, retain, and motivate individuals upon whom the Company's sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company through receipt of rights to acquire the Company's Common Stock, par value $.01 per share (the "Common Stock"). In addition, the Plan is intended as an additional incentive to Non-employee Directors (as hereinafter defined) to serve on the Board of Directors and to devote themselves to the future success of the Company by providing them with an opportunity to acquire or increase their proprietary interest in the Company through the receipt of rights to acquire Common Stock. 2. Definitions. Unless the context clearly indicates otherwise, the ----------- following terms shall have the following meanings: "Affiliate" means a corporation which is a parent corporation or a subsidiary corporation within the meaning of section 424(e) or (f) of the Code. "Board of Directors" means the Board of Directors of the Company. "Change of Control" shall have the meaning as set forth in Section 10 of the Plan. "Code" means the Internal Revenue Code of 1986, as amended. "Committee" means the non-employee members of the Board of Directors or a committee designated by the Board of Directors as described in Section 3 of the Plan. "Company" means Sybron Chemicals Inc., a Delaware corporation. "Director" means a member of the Board of Directors. "Disability" shall have the meaning set forth in section 22(e)(3) of the Code. "Fair Market Value" shall have the meaning set forth in Subsection 8(b) of the Plan. "ISO" means an Option granted under the Plan which is intended to qualify as an "incentive stock option" within the meaning of section 422(b) of the Code. "Non-employee Director" means a member of the Board of Directors who is not an employee of the Company or an Affiliate of the Company. "Non-qualified Stock Option" means an Option granted under the Plan which is not intended to qualify, or otherwise does not qualify, as an "incentive stock option" within the meaning of section 422(b) of the Code. "Option" means either an ISO or a Non-qualified Stock Option granted under the Plan. "Optionee" means a person to whom an Option has been granted under the Plan, which Option has not been exercised and has not expired or terminated. "Option Document" means the document described in Section 8 or Section 9 of the Plan, as applicable, which sets forth the terms and conditions of each grant of Options. "Option Price" means the price at which Shares may be purchased upon exercise of an Option, as calculated pursuant to Subsection 8(b) or Subsection 9(a) of the Plan. "Shares" means the shares of Common Stock of the Company which are the subject of Options. 3. Administration of the Plan. The Plan shall be administered by a ---------------------------- committee composed of two or more of the members of the Board of Directors; however, the Board of Directors may designate two committees to operate and administer the Plan in its stead, one of such committees composed of two or more of its Non-employee Directors to operate and administer the Plan with respect to each person who is a "Principal Officer" (as defined below), and the other such committee composed of two or more Directors (which may include Directors who are also employees of the Company) to operate and administer the Plan with respect to each person other than a "Principal Officer." Any of such committees designated by the Board of Directors is referred to as the "Committee." As used herein, the term "Principal Officer" means a person who is an "officer" of the Company, within the meaning of as Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended, or any successor regulation. In all events, to the extent any administrative action under the Plan is required with respect to options granted to Non-employee Directors under Section 9, the Plan will be administered by the Board of Directors. -2- (a) Meetings. The Committee shall hold meetings at such times and -------- places as it may determine. Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts of the Committee. (b) Grants. The Committee shall from time to time at its discretion ------ direct the Company to grant Options pursuant to the terms of the Plan. The Committee shall have plenary authority to (i) determine the Optionees to whom, the times at which, and the price at which Options shall be granted, (ii) determine the type of Option to be granted and the number of Shares subject thereto, and (iii) approve the form and terms and conditions of the Option Documents; all subject, however, to the express provisions of the Plan. In making such determinations, the Committee may take into account the nature of the Optionee's services and responsibilities, the Optionee's present and potential contribution to the Company's success and such other factors as it may deem relevant. The interpretation and construction by the Committee of any provisions of the Plan or of any Option granted under it shall be final, binding and conclusive. (c) Exculpation. No member of the Board of Directors shall be ----------- personally liable for monetary damages for any action taken or any failure to take any action in connection with the administration of the Plan or the granting of Options under the Plan, provided that this Subsection 3(c) shall not apply to (i) any breach of such member's duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (iii) acts or omissions that would result in liability under Section 174 of the General Corporation Law of the State of Delaware, as amended, and (iv) any transaction from which the member derived an improper personal benefit. (d) Indemnification. Service on the Committee shall constitute service --------------- as a member of the Board of Directors of the Company. Each member of the Committee shall be entitled, without further act on his part, to indemnity from the Company to the fullest extent provided by applicable law and the Company's Certificate of Incorporation and/or By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Options thereunder in which he or she may be involved by reason of his or her being or having been a member of the Committee, whether or not he or she continues to be such member of the Committee at the time of the action, suit or proceeding. 4. Grants under the Plan. Grants under the Plan may be in the form of a ---------------------- Non-qualified Stock Option, and/or an ISO or a combination thereof, at the discretion of the Committee. -3- 5. Eligibility. All key employees and members of the Board of Directors ----------- shall be eligible to receive Options hereunder, provided, however, that Non-employee Directors may receive Options only pursuant to Section 9. The Committee, in its sole discretion, shall determine whether an individual qualifies as a key employee. 6. Shares Subject to Plan. The aggregate number of Shares for which Options ---------------------- may be granted pursuant to the Plan, subject to adjustment as provided in Section 10 of the Plan, is five hundred sixty thousand (560,000) less the amount, if any, used to satisfy the requirements of the Sybron Chemicals Inc. Executive Bonus Plan. The Shares shall be issued from authorized and unissued Common Stock or Common Stock held in or hereafter acquired for the treasury of the Company. If an Option terminates or expires without having been fully exercised for any reason, the Shares for which the Option was not exercised may again be the subject of one or more Options granted pursuant to the Plan. 7. Term of the Plan. The Plan became effective as of May 1, 1992 and was ---------------- approved by the stockholders of the Company. No Option may be granted under the Plan after January 31, 2002. If the Plan as amended and restated herein is not approved by the stockholders of the Company within twelve (12) months of the date of the adoption of this amended and restated Plan by the Board of Directors, the Plan, as in effect prior to its amendment and restatement shall remain in effect and this amended and restated Plan shall be null and void. 8. Option Documents and Terms. Each Option granted under the Plan shall be -------------------------- a Non-qualified Stock Option unless the Option shall be specifically designated at the time of grant to be an ISO for Federal income tax purposes. If any Option designated an ISO is determined for any reason not to qualify as an incentive stock option within the meaning of Section 422 of the Code, such Option shall be treated as a Non-qualified Stock Option for all purposes under the provisions of the Plan. Options granted pursuant to the Plan shall be evidenced by the Option Documents in such form as the Committee shall from time to time approve, which Option Documents shall comply with and be subject to the following terms and conditions and include such other terms and conditions as the Committee shall from time to time require which are not inconsistent with the terms of the Plan. However, the provisions of this Section 8 shall not be applicable to Options granted to Non-employee Directors except as otherwise provided in Subsection 9(c). (a) Number of Option Shares. Each Option Document shall state the ----------------------- number of Shares to which it pertains. An Optionee may receive more than one Option, which may include Options which are intended to be ISOs and Options which are not intended to be ISOs, but only on the terms and subject to the conditions and restrictions of the Plan. Notwithstanding anything to the contrary contained herein, no employee shall be granted -4- Options to acquire more than seventy five thousand (75,000) Shares during any one calendar year. (b) Option Price. Each Option Document shall state the Option Price ------------ which (i) for each ISO, shall be at least 100% of the Fair Market Value of the Shares at the time the Option is granted as determined by the Committee in accordance with this Subsection 8(b); and (ii) for each Non-qualified Stock Option, shall be at the Option Price established by the Committee provided, however, that if an ISO is granted to an Optionee who then owns, directly or by attribution under section 424(d) of the Code, shares possessing more than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate of the Company, then the Option Price shall be at least 110% of the Fair Market Value of the Shares at the time the Option is granted. If the Common Stock is traded in a public market, then the Fair Market Value per share shall be, if the Shares are listed on a national securities exchange or included in the NASDAQ National Market System, the last reported sale price thereof on the date of grant, or, if the Shares are not so listed or included, the mean between the last reported "bid" and "asked" prices thereof, as reported on NASDAQ or, if not so reported, as reported by the National Daily Quotation Bureau, Inc., or as reported in a customary financial reporting service, as applicable and as the Committee determines. (c) Exercise. No Option shall be deemed to have been exercised prior -------- to the receipt by the Company of written notice of such exercise and of payment in full of the Option Price for the Shares to be purchased. Each such notice shall specify the number of Shares to be purchased and shall (unless the Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the "Act")), contain the Optionee's acknowledgment in form and substance satisfactory to the Company that (a) such Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (b) the Optionee has been advised and understands that (i) the Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (c) such Shares may not be transferred without compliance with all applicable federal and state securities laws, and (d) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option Documents may be endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that issuance of Shares should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion of the Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in -5- connection with the issuance of such Shares, the Company may defer exercise of any Option granted hereunder until any of the events described in this Subsection 8(c) has occurred. (d) Medium of Payment. An Optionee shall pay for Shares (i) in cash, ----------------- (ii) by certified check payable to the order of the Company, or (iii) by such other mode of payment as the Committee may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board. Furthermore, the Committee may provide in an Option Document that payment may be made in whole or in part in shares of the Company's Common Stock held by the Optionee for at least six months. If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee shall deliver to the Company certificates registered in the name of such Optionee representing the shares owned by such Optionee, free of all liens, claims and encumbrances of every kind and having an aggregate Fair Market Value on the date of delivery that is at least as great as the Option Price of the Shares (or relevant portion thereof) with respect to which such Option is to be exercised by the payment in shares of Common Stock, accompanied by stock powers duly endorsed in blank by the Optionee. In the event that certificates for shares of the Company's Common Stock delivered to the Company represent a number of shares in excess of the number of shares required to make payment for the Option Price of the Shares (or relevant portion thereof) with respect to which such Option is to be exercised by payment in shares of Common Stock, the stock certificate issued to the Optionee shall represent (i) the Shares in respect of which payment is made, and (ii) such excess number of shares. Notwithstanding the foregoing, the Committee may impose from time to time such limitations and prohibitions on the use of shares of the Common Stock to exercise an Option as it deems appropriate. (e) Termination of Options. ----------------------- (i) No Option shall be exercisable after the first to occur of the following: (A) Expiration of the Option term specified in the Option Document, which shall not exceed (1) ten years from the date of grant, or (2) five years from the date of grant of an ISO if the Optionee on the date of grant owns, directly or by attribution under section 424(d) of the Code, shares possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of an Affiliate of the Company; (B) Expiration of ninety (90) days from the date the Optionee's employment or service with the Company or its Affiliates terminates for any reason other than Disability or death or as otherwise specified in Subsection 8(e)(i)(D) or Section 9 below; -6- (C) Expiration of one year from the date the Optionee's employment or service with the Company or its Affiliates terminates due to the Optionee's Disability or death; (D) A finding by the Committee, after full consideration of the facts presented on behalf of both the Company and the Optionee, that the Optionee has breached his employment or service contract with the Company or an Affiliate of the Company, or has been engaged in any sort of disloyalty to the Company or an Affiliate of the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his employment or service, or has disclosed trade secrets or confidential information of the Company or an Affiliate of the Company. In such event, in addition to immediate termination of the Option, the Optionee shall automatically forfeit all Shares for which the Company has not yet delivered the share certificates upon refund by the Company of the Option Price. Notwithstanding anything herein to the contrary, the Company may withhold delivery of share certificates pending the resolution of any inquiry that could lead to a finding resulting in a forfeiture. (E) The date, if any, set by the Board of Directors as an accelerated expiration date pursuant to Section 10 hereof. (ii) Notwithstanding the foregoing, the Committee may extend the period during which an Option may be exercised to a date no later than the date of the expiration of the Option term specified in the Option Documents, provided that any change pursuant to this Subsection 8(e)(ii) that would cause an ISO to become a Non-qualified Stock Option may be made only with the consent of the Optionee. (f) Transfers. No Option granted under the Plan may be --------- transferred, except by will or by the laws of descent and distribution. During the lifetime of the person to whom an Option is granted, such Option may be exercised only by him. Notwithstanding the foregoing, a Non-qualified Stock Option may be transferred pursuant to the terms of a "qualified domestic relations order," within the meaning of sections 401(a)(13) and 414(p) of the Code or within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended. (g) Holding Period. No Option granted under the Plan may be -------------- exercised unless one year, or such greater period of time as may be specified in the Option Documents, has elapsed from the date of grant. (h) Limitation on ISO Grants. In no event shall the aggregate ------------------------ fair market value of the shares (determined at the time the ISO is granted) with respect to which incentive stock options are, under all incentive stock option plans of the Company or its -7- Affiliates, exercisable for the first time by the Optionee during any calendar year exceed $100,000. (i) Other Provisions. The Option Documents shall contain such ---------------- other provisions including, without limitation, provisions authorizing the Committee to accelerate the exercisability of all or any portion of an Option granted pursuant to the Plan, additional restrictions upon the exercise of the Option or additional limitations upon the term of the Option, as the Committee shall deem advisable. (j) Amendment. The Committee shall have the right to amend --------- Option Documents issued to an Optionee, subject to the Optionee's consent if such amendment is not favorable to the Optionee, except that the consent of the Optionee shall not be required for any amendment made under Section 10 of the Plan. 9. Special Provisions Relating to Grants of Options to Directors. Options -------------------------------------------------------------- granted pursuant to the Plan to Non-employee Directors shall be granted, without any further action by the Committee, in accordance with the terms and conditions set forth in this Section 9. Options granted pursuant to this Section 9 shall be evidenced by Option Documents in such form as the Committee shall from time to time approve, which Option Documents shall comply with and be subject to the following terms and conditions and such other terms and conditions as the Committee shall from time to time require which are not inconsistent with the terms of the Plan. (a) Timing of Grants; Number of Shares Subject of Options; ------------------------------------------------------ Exercisability of Options; Option Price. Each Non-employee Director shall be - --------------------------------------- granted annually, on the first business day of each calendar year, commencing with the year 1996, an Option to purchase four thousand (4,000) Shares (or such smaller number of shares as may be determined under the formula described in the last sentence of this Section 9(a) with respect to a Non-employee Director who did not serve as a member of the Board of Directors for the entire preceding calendar year). Grants under this Section 9 shall be made only to those Non- employee Directors who are members of the Board of Directors as of the grant date. Each Non-employee Director who is entitled to the grant of an Option under this Section 9(a), but who was not a member of the Board of Directors for the entire calendar year preceding the date of grant of the Option, shall receive an option for a number of shares equal to 4,000 multiplied by a fraction, the numerator of which is the number of days during the preceding calendar that the Non-employee Director was a member of the Board of Directors, and the denominator of which is the number of days in the preceding calendar year. (i) Each Option granted under this Section 9 shall be a Non- qualified Stock Option. -8- (ii) Options granted under this Section 9 shall vest and become exercisable to the extent of fifty percent (50%) of the Option on the last business day of the calendar year following the calendar year in which the Option was granted, and shall become fully exercisable on the last business day of the second calendar year following the calendar year in which the Option was granted. Notwithstanding anything to the contrary contained herein, in the event an Optionee terminates his or her service as a member of the Board of Directors, such Optionee's Options granted under this Section 9 shall be exercisable only to the extent they were exercisable as of the date of such termination of service. (iii) The Option Price shall be equal to the Fair Market Value of the Shares on the last business day of the calendar year preceding the date on which the Option is granted. (b) Termination of Options Granted Pursuant to Section 9. All ---------------------------------------------------- Options granted pursuant to this Section 9 shall be exercisable until the first to occur of the following: (i) Expiration of ten (10) years from the date of grant; or (ii) Expiration of ninety (90) days from the date the Optionee's service as a Director terminates for any reason; provided, however, that options that are not exercisable as of the date the Optionee's service as a Director terminates shall not become exercisable thereafter, and shall terminate as of the date such Optionee's service as a Director terminates. (c) Applicability of Provisions of Section 8 to Options Granted ----------------------------------------------------------- Pursuant to Section 9. Except as may be otherwise specifically required under - --------------------- this Section 9, the following provisions of Section 8 shall be applicable to Options granted pursuant to this Section 9: Subsection 8(a); the last sentence of Subsection 8(b); Subsection 8(c); Subsection 8(d) (provided that Option Documents relating to Options granted pursuant to this Section 9 shall provide that payment may be made in whole or in part in Shares of Company Common Stock that have been held by the Optionee for six (6) months or longer); Subsection 8(f); and Subsection 8(i). 10. Change of Control. In the event of a Change of Control, Options granted ----------------- pursuant to the Plan and held by Optionees who are employees or members of the Board of Directors at the time of a Change of Control shall become immediately exercisable in full. In addition, in the event of a Change of Control, the Committee may take whatever action it deems necessary or desirable with respect to the Options outstanding (other than Options granted pursuant to Section 9), including, without limitation, accelerating the -9- expiration or termination date in the respective Option Documents to a date no earlier than thirty (30) days after notice of such acceleration is given to the Optionees. A "Change of Control" shall be deemed to have occurred upon the earliest to occur of the following events: (i) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a plan or other arrangement pursuant to which the Company will be dissolved or liquidated, or (ii) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a definitive agreement to sell or otherwise dispose of substantially all of the assets of the Company, or (iii) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) and the stockholders of the other constituent corporation (or its board of directors if stockholder action is not required) have approved a definitive agreement to merge or consolidate the Company with or into such other corporation, other than, in either case, a merger or consolidation of the Company in which holders of shares of the Company's Common Stock immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and if applicable voting securities) is to be held in the same proportion as such holders' ownership of Common Stock of the Company immediately before the merger or consolidation, or (iv) the date any entity, person or group within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (other than (A) the Company or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, or (B) any person who, on the date the Plan is effective, shall have been the beneficial owner of or have voting control over shares of Common Stock of the Company, possessing more than twenty-five percent (25%) of the aggregate voting power of the Company's Common Stock) sponsored or maintained by the Company or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than twenty-five percent (25%) of the outstanding shares of the Company's Common Stock, or (v) the first day after the date this Plan is effective when Directors are elected such that a majority of the Board of Directors shall have been members of the Board of Directors for less than two (2) years, unless the nomination for election of each new Director who was not a Director at the beginning of such two (2) year period was approved by a vote of at least two-thirds of the Directors then still in office who were Directors at the beginning of such period. 11. Adjustments on Changes in Capitalization. The aggregate number of ------------------------------------------ Shares and class of shares as to which Options may be granted hereunder, the number and class or classes of shares covered by each outstanding Option and the Option Price, shall be appropriately adjusted in the event of a stock dividend, stock split, recapitalization or other -10- change in the number or class of issued and outstanding equity securities of the Company resulting from a subdivision or consolidation of the Common Stock and/or, if appropriate, other outstanding equity securities or a recapitalization or other capital adjustment (not including the issuance of Common Stock on the conversion of other securities of the Company which are convertible into Common Stock) affecting the Common Stock which is effected without receipt of consideration by the Company. The Committee shall have authority to determine the adjustments to be made under this Section, and any such determination by the Committee shall be final, binding and conclusive; provided, however, that no adjustment shall be made which will cause an ISO to lose its status as such without the consent of the Optionee, except for adjustments made pursuant to Section 10 hereof. 12. Amendment of the Plan. The Board of Directors of the Company may amend --------------------- the Plan from time to time in such manner as it may deem advisable. Nevertheless, the Board of Directors of the Company may not: (i) change the class of individuals eligible to receive an ISO, (ii) increase the maximum number of shares as to which Options may be granted, or (iii) make any other change or amendment as to which stockholder approval is required in order to satisfy the conditions set forth in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, without obtaining approval, within twelve months before or after such action, by vote of a majority of the votes cast at a duly called meeting of the stockholders at which a quorum representing a majority of all outstanding voting stock of the Company is, either in person or by proxy, present and voting on the matter. In addition, no amendment to the Plan shall adversely affect any outstanding Option without the consent of the Optionee. 13. No Commitment to Retain. The grant of an Option pursuant to the Plan ------------------------ shall not be construed to imply or to constitute evidence of any agreement, express or implied, on the part of the Company or any Affiliate of the Company to retain the Optionee in the employ of the Company or an Affiliate of the Company and/or as a member of the Company's Board of Directors or in any other capacity. 14. Withholding of Taxes. Whenever the Company proposes or is required to -------------------- deliver or transfer Shares in connection with the exercise of an Option, the Company shall have the right to (a) require the recipient to remit or otherwise make available to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such Shares or (b) take whatever other action it deems necessary to protect its interests with respect to tax liabilities. The Company's obligation to make any delivery or transfer of Shares shall be conditioned on the Optionee's compliance, to the Company's satisfaction, with any withholding requirement. -11- 15. Interpretation. The Plan is intended to enable transactions under the -------------- Plan with respect to Directors and officers (within the meaning of Section 16(a) under the Securities Exchange Act of 1934, as amended) to satisfy the conditions of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended; any provision of the Plan which would cause a conflict with such conditions shall be deemed null and void to the extent permitted by applicable law and in the discretion of the Board of Directors. -12- EX-5 3 Law Offices WOLF, BLOCK, SCHORR AND SOLIS-COHEN Twelfth Floor Packard Building 111 South 15th Street Philadelphia, PA 19102-2678 (215) 977-2000 Facsimile: (215) 977-2334 June 18, 1997 Sybron Chemicals Inc. P.O. Box 66 Birmingham Road Birmingham, NJ 08011 RE: Sybron Chemicals Inc. Registration Statement on Form S-8 Relating to the Sybron Chemicals Inc. 1992 Stock Option Plan Gentlemen: As counsel to Sybron Chemicals Inc., a Delaware corporation (the "Company"), we have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 420,000 shares of the Company's Common Stock, $0.01 par value (the "Common Stock"), that may be issued under the Company's 1992 Stock Option Plan (the "Plan"). In this connection, we have examined the Company's Certificate of Incorporation and Bylaws, the Plan and such other documents and corporate records relating to the Company and the issuance of Common Stock as we have deemed appropriate. In all examinations of documents, instruments and other papers, we have assumed the genuineness of all signatures on original and certified documents and the conformity with original and certified documents of all copies submitted to us as conformed, photostatic or other copies. As to matters of fact which have not been independently established, we have relied upon representations of officers of the Company. Based upon the foregoing, it is our opinion that the shares of Common Stock offered and to be offered under the Plan are duly authorized and, when issued and sold pursuant to the terms of the Plan, will be legally issued, fully paid and non-assessable. Sybron Chemicals Inc. June 18, 1996 Page 2 We hereby expressly consent to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, WOLF, BLOCK, SCHORR and SOLIS-COHEN /s/ Wolf, Block, Schorr and Solis-Cohen --------------------------------------- EX-23.1 4 PRICE WATERHOUSE LLP 30 S. 17th Street Philadelphia, PA 19103 June 18, 1997 Consent of Independent Accounts We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 19, 1997 on page F-2 of Sybron Chemicals Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996. PRICE WATERHOUSE LLP /s/ Price Waterhouse LLP ------------------------ -----END PRIVACY-ENHANCED MESSAGE-----