S-8

As filed with the Securities and Exchange Commission on February 22, 2018

Registration 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.)

4350 Congress Street

Suite 700

Charlotte, North Carolina 28209

(Address of Principal Executive Offices)

ALBEMARLE CORPORATION 2017 INCENTIVE PLAN

(Full Title of the Plan)

Karen G. Narwold, Esq.

Executive Vice President, Chief Administrative Officer and General Counsel

Albemarle Corporation

4350 Congress Street

Suite 700

Charlotte, North Carolina 28209

(980) 299-5700

(Name, address and telephone number,

including area code, of agent for service)

 

 

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      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

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

Common Stock, par value $0.01 per share

  4,500,000 shares   $113.28   $509,760,000   $63,465.12

 

 

(1) This Registration Statement also relates to an indeterminate number of additional shares of common stock that may be issued pursuant to anti-dilution and adjustment provisions of the above-named plan.
(2) Estimated solely for purposes of calculating the registration fee, in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended. Such estimate is based upon the average of the high ($114.59) and low ($111.96) sales prices of the common stock of Albemarle Corporation as reported on the New York Stock Exchange on February 16, 2018, as reported on the New York Stock Exchange.

 

 

 


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given by Albemarle Corporation (the “Company” or the “Registrant”) to participants in the Albemarle Corporation 2017 Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

2


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are incorporated herein by reference:

 

    The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

 

    The Company’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, respectively.

 

    The Company’s Current Reports on Form 8-K, filed on January 19, 2018; June 26, 2017; May 12, 2017; March 1, 2017; January 11, 2017; and January 4, 2017 (excluding any portions of such documents that are furnished under Item 2.02 or Item 7.01 of Form 8-K and any exhibits included with such Items).

 

    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 Exchange Act.

All documents filed by the Company with the Commission after the date hereof pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold, or that deregisters all such 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 of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will 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. Interest 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. 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. Unless limited by a corporation’s articles of incorporation, the VSCA requires such indemnification when a director or 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 13.1-704 of the VSCA are incorporated herein by reference.

Item 7. Exemption from Registration Claimed.

Not Applicable.

 

3


Item 8. Exhibits.

 

Exhibit

Number

  

Description

4.1    Amended and Restated Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-12658), filed on May 12, 2017 and incorporated herein by reference).
4.2    Amended and Restated Bylaws of the Company effective as of May  12, 2017 (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 1-12658), filed on May 12, 2017 and incorporated herein by reference).
*5.1    Opinion of Arnold & Porter Kaye Scholer LLP.
  10.1    Albemarle Corporation 2017 Incentive Plan (filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 1-12658), filed on March 30, 2017 and incorporated herein by reference).
*23.1    Consent of Arnold & Porter Kaye Scholer LLP (included in Exhibit 5.1).
*23.2    Consent of PricewaterhouseCoopers LLP.
*24    Powers of Attorney (included on the signature page hereof).

 

* Filed herewith.

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 this 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. 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 this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 this 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) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13 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 that 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


EXHIBIT INDEX

 

Exhibit

Number

  

Description

    4.1

   Amended and Restated Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-12658), filed on May 12, 2017 and incorporated herein by reference).

    4.2

   Amended and Restated Bylaws of the Company effective as of May  12, 2017 (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 1-12658), filed on May 12, 2017 and incorporated herein by reference).

  *5.1

   Opinion of Arnold & Porter Kaye Scholer LLP.

  10.1

   Albemarle Corporation 2017 Incentive Plan (filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule  14A (File No. 1-12658) filed on March 30, 2017 and incorporated herein by reference).

*23.1

   Consent of Arnold & Porter Kaye Scholer LLP (included in Exhibit 5.1).

*23.2

   Consent of PricewaterhouseCoopers LLP.

*24

   Powers of Attorney (included on the signature page hereof).

 

* Filed herewith.


SIGNATURES

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 City of Charlotte, State of North Carolina, on this 22nd day of February, 2018.

 

ALBEMARLE CORPORATION.

By:   /s/ Karen G. Narwold
  Karen G. Narwold
  Executive Vice President, Chief Administrative Officer and General Counsel


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Karen G. Narwold and Luther C. Kissam IV, and each of them individually, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for his or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to the registration statement (which includes any additional registration statement under Rule 462(b)) together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to the registration statement and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, applications, registration statements, notices, reports, instruments, agreements and other documents necessary or appropriate in connection with the registration or qualification under foreign and state securities laws of the securities described in the registration statement or any amendment thereto, or obtain an exemption therefrom, in connection with the offerings described therein and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, and hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, any of them or any of his or her or their 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 below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Luther C. Kissam IV   

Chairman, President and Chief Executive Officer
(principal executive officer)

 

February 22, 2018

Luther C. Kissam IV     
/s/ Scott A. Tozier   

Executive Vice President, Chief Financial Officer
(principal financial officer)

 

February 22, 2018

Scott A. Tozier     
/s/ Donald J. LaBauve, Jr.   

Vice President, Corporate Controller and Chief Accounting Officer (principal accounting officer)

 

February 22, 2018

Donald J. LaBauve, Jr.     
/s/ Laurie Brlas   

Director

 

February 22, 2018

Laurie Brlas     
/s/ William H. Hernandez   

Director

 

February 22, 2018

William H. Hernandez     
/s/ Douglas L. Maine   

Director

 

February 22, 2018

Douglas L. Maine     
/s/ J. Kent Masters   

Director

 

February 22, 2018

J. Kent Masters     
/s/ Jim W. Nokes   

Director

 

February 22, 2018

Jim W. Nokes     
/s/ James J. O’Brien   

Director

 

February 22, 2018

James J. O’Brien     
/s/ Barry W. Perry   

Director

 

February 22, 2018

Barry W. Perry     
/s/ Gerald A. Steiner   

Director

 

February 22, 2018

Gerald A. Steiner     
/s/ Harriett Tee Taggart   

Director

 

February 22, 2018

Harriett Tee Taggart     
/s/ Alejandro D. Wolff   

Director

 

February 22, 2018

Alejandro D. Wolff     
EX-5.1

Exhibit 5.1

[LETTERHEAD OF ARNOLD & PORTER KAYE SCHOLER LLP]

February 22, 2018

Board of Directors

Albemarle Corporation

4350 Congress Street, Suite 700

Charlotte, North Carolina 28209

Ladies and Gentlemen:

We have acted as special counsel to Albemarle Corporation (the “Company”) in connection with the preparation of the shelf registration statement on Form S-8 to be filed on the date hereof (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to 4,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), that may be issued pursuant to the Albemarle Corporation 2017 Incentive Plan (the “Plan”).

This opinion is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

In connection with rendering the opinions set forth in this letter, we have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of the following:

 

  (i) the Registration Statement;

 

  (ii) the Amended and Restated Articles of Incorporation of the Company, as certified by the Secretary of the Commonwealth of Virginia (the “Articles of Incorporation”);

 

  (iii) the Amended and Restated Bylaws of the Company, as currently in effect and as certified by the Secretary of the Company (the “Bylaws”);

 

  (iv) a copy of certain resolutions of the board of directors of the Company (the “Board of Directors”), adopted on November 3, 2016 and February 23, 2017, relating to the registration of the Shares, as certified by the Secretary of the Company; and

 

  (v) such other corporate records, certificates and other documents (including information obtained from public officials, officers of the Company and other sources) as we have deemed necessary or appropriate for rendering the opinions hereinafter expressed.

The opinions set forth herein are subject to the following qualifications, which are in addition to any other qualifications contained herein:

 

  A. We have assumed without verification (i) the genuineness of all signatures on all documents, the authority of the parties (other than the Company) executing such documents, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies.

 

  B. The opinions set forth herein are based on existing laws, ordinances, rules, regulations, court and administrative decisions as they presently have been interpreted and we can give no assurances that our opinions would not be different after any change in any of the foregoing.

 

  C. We have assumed without verification that, with respect to the minutes of any meetings of the Board of Directors or any committees thereof that we have examined, due notice of the meetings was given or duly waived, the minutes accurately and completely reflect all actions taken at the meetings and a quorum was present and acting throughout the meetings.

 

  D. We have assumed without verification the accuracy, completeness, and authenticity of all corporate records made available to us by the Company and statements of fact on which we are relying.

 

  E. We express no opinion as to the effect or application of any laws or regulations other than the provisions of the Virginia Stock Corporation Act that, in our professional judgment, are normally applicable to transactions of the type contemplated by the Plan, and the federal securities laws of the United States. As to matters governed by the laws specified in the foregoing sentence, we have relied exclusively on the latest standard compilations of such statutes and laws as reproduced in commonly accepted unofficial publications available to us.


In rendering this opinion, we have assumed that, upon the issuance of any of the Shares that may be offered and sold under the Registration Statement, the total number of issued and outstanding shares of the Company’s common stock after giving effect to such issuance would not exceed the total number of shares of common stock that the Company is then authorized to issue under its Articles of Incorporation, as it may then be amended. We express no opinion whatsoever as to the compliance or noncompliance by any person with antifraud or information delivery provisions of state or federal laws, rules and regulations, and no inference regarding such compliance or noncompliance may be drawn from the opinion in this letter. In addition, we have assumed that, at the time of the issuance of the Shares, all of the terms and conditions for such issuance set forth in the Plan and any related agreements will have been fully satisfied, waived or discharged.

On the basis of and subject to the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and paid for in accordance with the terms and conditions of the Plan and the Registration Statement and related prospectus, will be validly issued, fully paid and non-assessable.

This letter does not address any matters other than those expressly addressed herein. This letter is given for your sole benefit and use in connection with the filing of the Registration Statement and is not to be used or otherwise relied upon for any other purpose. No one else is entitled to rely hereupon. This letter speaks only as of the date hereof. We undertake no responsibility to update or supplement it after such date.

We hereby consent to your filing of this opinion as an exhibit to the Registration Statement, and to reference our firm under “Legal Matters” thereof. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Sincerely,
/s/ Arnold & Porter Kaye Scholer LLP
Arnold & Porter Kaye Scholer LLP
EX-23.2

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, 2017 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, 2016.

/s/ PricewaterhouseCoopers LLP

New Orleans, Louisiana

February 22, 2018