Prospectus

As filed with the Securities and Exchange Commission on May 7, 2008

Registration Statement No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ALBEMARLE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   54-1692118

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

451 Florida Street, Baton Rouge, Louisiana 70801

(Address of Principal Executive Offices) (Zip Code)

 

 

Albemarle Corporation 2008 Incentive Plan

Albemarle Corporation 2008 Stock Compensation Plan

for Non-Employee Directors

(Full title of the plans)

 

 

Nicole C. Daniel, Esq.

Assistant General Counsel and Assistant Secretary

Albemarle Corporation

451 Florida Street

Baton Rouge, Louisiana 70801

(Name and address of agent for service)

(225) 388-7400

(Telephone number, including area code, of agent for service)

 

 

Copies to:

John Owen Gwathmey, Esq.

David I. Meyers, Esq.

Troutman Sanders LLP

Troutman Sanders Building

1001 Haxall Point

Richmond, Virginia 23219

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨
      (Do not check if a smaller reporting company)   

 

 

CALCULATION OF REGISTRATION FEE

 

 
Title of securities to be registered   

Amount to be

registered(1)

   Proposed maximum
offering price
per share(2)
  

Proposed maximum
aggregate

offering price(2)

   Amount of
registration
fee(2)

Common Stock, $0.01 par value per share

   3,100,000 shares    $ 37.29    $ 115,599,000    $ 4,543.04
 

 

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Company’s Common Stock that become issuable under the plan by reason of any stock splits, stock dividends or similar transactions.

 

(2) Estimated solely for the purpose of computing the registration fee. Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of $37.29 per share, which was the average of the high and low prices of the Common Stock as reported on The New York Stock Exchange on May 1, 2008.

 

 

 


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not required to be filed with the Securities and Exchange Commission (the “Commission”).

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with the Commission.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Albemarle Corporation (the “Company”) (File No. 1-12658) with the Commission are incorporated herein by reference and made a part hereof:

  1. the Company’s Annual Report on Form 10-K for the year ended December 31, 2007;

 

  2. the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008;

 

  3. the Company’s Current Reports on Form 8-K, filed with the Commission on January 4, 2008, February 6, 2008, February 12, 2008, February 13, 2008, February 29, 2008 (Solely with respect to Items 5.02, 5.03, 8.01 and 9.01) and May 6, 2008; and

 

  4. the description of the Company’s common stock, $0.01 par value per share, contained in the registration statement on Form 10, dated December 7, 1993, as amended on December 22, 1993 and February 11, 1994, filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All documents subsequently filed with the Commission by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this registration statement (the “Registration Statement”) and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

The Virginia Stock Corporation Act (the “VSCA”) permits, and the amended and restated articles of incorporation of the Company require, the Company to indemnify its directors and officers in a variety of circumstances, which may include indemnification for liabilities under the Securities Act of 1933, as amended

 

2


(the “Securities Act”). Under Sections 13.1-697 and 13.1-702 of the VSCA, a Virginia corporation generally is authorized to indemnify its directors and officers in civil and criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. The VSCA requires such indemnification when a director or, unless limited by a corporation’s articles of incorporation, officer entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the corporation, and further provides that a corporation may make any other or further indemnity (including indemnity with respect to a proceeding by or in the right of the corporation), and may make additional provision for advances and reimbursement of expenses, if authorized by its articles of incorporation or shareholder-adopted bylaw or resolution, except an indemnity against willful misconduct or a knowing violation of the criminal law. The VSCA establishes a statutory limit on liability of officers and directors of a corporation for damages assessed against them in a suit brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation and authorizes a corporation to specify a lower monetary limit on liability (including the elimination of liability for monetary damages) in the corporation’s articles of incorporation or bylaws; however, the liability of an officer or director shall not be limited if such officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law.

The Company’s amended and restated articles of incorporation require indemnification of directors and officers with respect to certain liabilities and expenses imposed upon them by reason of having been a director or officer, except in the case of willful misconduct or a knowing violation of criminal law. In addition, as permitted by the VSCA, the Company’s amended and restated articles of incorporation eliminate the liability for monetary damages of a director or officer in a shareholder or derivative proceeding. This elimination of liability will not apply in the event of willful misconduct or a knowing violation of criminal law or any federal or state securities law. Sections 13.1-692.1 and 13.1-696 through 704 of the VSCA are incorporated herein by reference.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

 

Exhibit No.

  

Description

  4.1    The Company’s Amended and Restated Articles of Incorporation (including Amendment thereto) (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-119723) and incorporated herein by reference).
  4.2    The Amended and Restated Bylaws of the registrant (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on May 6, 2008, and incorporated herein by reference).
  5.1    Opinion of Troutman Sanders LLP as to the legality of the securities being registered (filed herewith).
10.1    Albemarle Corporation 2008 Incentive Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement (File No. 1-12658) filed pursuant to Section 14(a) of the Exchange Act on March 12, 2008).
10.2    Albemarle Corporation 2008 Stock Compensation Plan for Non-Employee Directors (incorporated herein by reference to Annex B to the Company’s Definitive Proxy Statement (File No. 1-12658) filed pursuant to Section 14(a) of the Exchange Act on March 12, 2008).
23.1    Consent of Troutman Sanders LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
23.2    Consent of PricewaterhouseCoopers LLP (filed herewith).
24.1    Powers of Attorney (included on signature page).

 

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,

 

  (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 law 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 a 20% 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 (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

  (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.

 

  (b) 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 section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) 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 the time shall be deemed to be the initial bona fide offering thereof.

 

  (c) 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 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.

 

4


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on this 7th day of May, 2008.

 

ALBEMARLE CORPORATION

(Registrant)

By:

 

/s/    NICOLE C. DANIEL        

   

Nicole C. Daniel

Assistant General Counsel and

Assistant Secretary

 

5


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signatures appear below, hereby constitutes and appoints Mark C. Rohr, Richard J. Diemer, Jr. and Nicole C. Daniel, and each of them individually, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of such persons any and all amendments (including 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 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 connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/    MARK C. ROHR        

Mark C. Rohr

   President and Chief Executive Officer and Director (principal executive officer)    May 7, 2008

/s/    RICHARD J. DIEMER, JR.        

Richard J. Diemer, Jr.

  

Senior Vice President and Chief

Financial Officer (principal financial and accounting officer)

   May 7, 2008

/s/    WILLIAM M. GOTTWALD        

William M. Gottwald

  

Chairman of the Board of

Directors and Director

   May 7, 2008

/s/    J. ALFRED BROADDUS, JR.        

J. Alfred Broaddus, Jr.

   Director    May 7, 2008

/s/    R. WILLIAM IDE III        

R. William Ide III

   Director    May 7, 2008

/s/    RICHARD L. MORRILL        

Richard L. Morrill

   Director    May 7, 2008

/s/    JOHN SHERMAN, JR.        

John Sherman, Jr.

   Director    May 7, 2008

/s/    CHARLES E. STEWART        

Charles E. Stewart

   Director    May 7, 2008

/s/    HARRIETT TEE TAGGART        

Harriett Tee Taggart

   Director    May 7, 2008

/s/    ANNE MARIE WHITTEMORE        

Anne Marie Whittemore

   Director    May 7, 2008

 

6


EXHIBIT INDEX

 

4.1    The Company’s Amended and Restated Articles of Incorporation (including Amendment thereto) (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-119723) and incorporated herein by reference).
4.2    The Amended and Restated Bylaws of the registrant (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on May 6, 2008, and incorporated herein by reference).
5.1    Opinion of Troutman Sanders LLP as to the legality of the securities being registered (filed herewith).
10.1    Albemarle Corporation 2008 Incentive Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement (File No. 1-12658) filed pursuant to Section 14(a) of the Exchange Act on March 12, 2008).
10.2    Albemarle Corporation 2008 Stock Compensation Plan for Non-Employee Directors (incorporated herein by reference to Annex B to the Company’s Definitive Proxy Statement (File No. 1-12658) filed pursuant to Section 14(a) of the Exchange Act on March 12, 2008).
23.1    Consent of Troutman Sanders LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
23.2    Consent of PricewaterhouseCoopers LLP (filed herewith).
24.1    Powers of Attorney (included on signature page).

 

7

Opinion of Troutman Sanders LLP

Exhibit 5.1

TROUTMAN SANDERS LLP

Troutman Sanders Building

1001 Haxall Point

Richmond, Virginia 23219

May 7, 2008

Board of Directors

Albemarle Corporation

451 Florida Street

Baton Rouge, Louisiana 70801

Registration Statement on Form S-8 Relating to Albemarle Corporation 2008 Incentive

Plan and 2008 Stock Compensation Plan for Non-Employee Directors

Ladies and Gentlemen:

We have acted as counsel to Albemarle Corporation, a Virginia corporation (the “Company”), in connection with the preparation and filing of a registration statement on Form S-8 (the “Registration Statement”), as filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 7, 2008 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), with respect to 3,000,000 shares of the Company’s common stock, $0.01 par value per share (the “Incentive Shares”), issuable by the Company pursuant to the Company’s 2008 Incentive Plan (the “2008 Incentive Plan”) and 100,000 shares of the Company’s common stock, $0.01 par value per share (the “Director Shares” and together with the Incentive Shares, the “Shares”), issuable by the Company pursuant to the Company’s 2008 Stock Compensation Plan for Non-Employee Directors (the “2008 Directors Plan” and together with the 2008 Incentive Plan, the “Plans”).

This opinion is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K under the Securities Act.

In connection with the foregoing, we have relied upon, among other things, our examination of the Plans and of such documents and records of the Company and certificates of its officers and of public officials as we deemed necessary for purposes of the opinion expressed below.

For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of signatures not witnessed by us and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof.

We do not purport to express an opinion on any laws other than the laws of the Commonwealth of Virginia and the federal laws of the United States of America.

Based upon the foregoing and the further qualifications set forth below, we are of the opinion that:

 

  1. the Company is duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia and has the corporate power and authority to issue the Shares; and

 

  2. the Shares have been duly authorized and, when issued in accordance with the terms of the Plans, will be legally issued, fully paid and non-assessable.


We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.

Very truly yours,

/s/    Troutman Sanders LLP

Consent of PricewaterhouseCoopers LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 2008 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Albemarle Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007.

/s/    PricewaterhouseCoopers LLP

Richmond, Virginia

May 7, 2008