As filed with the Securities and Exchange Commission on September 26, 2002.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHASE CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 11-1797126
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
26 SUMMER STREET, BRIDGEWATER, MA 02324
(Address of principal executive offices)
------------
2001 SENIOR MANAGEMENT STOCK PLAN
2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of plans)
------------
PETER R. CHASE Copies of communications to:
CHASE CORPORATION KARL P. FRYZEL, ESQ.
26 SUMMER STREET NUTTER, MCCLENNEN & FISH, LLP
BRIDGEWATER, MA 02324 ONE INTERNATIONAL PLACE
(617) 848-2810 BOSTON, MASSACHUSETTS 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service) GEORGE M. HUGHES, ESQ.
HUGHES & ASSOCIATES
P.O. BOX 610138
NEWTON HIGHLANDS, MA 02161-0138
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed
maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per share price registration fee
------------------------- ------------------ ---------------- -------------------- ------------------
Common Stock, 750,000 Shares $10.33(2) $7,747,500(2) $712.77
$.10 par value per share 90,000 Shares 10.37(3) 933,300(3) 85.86
=====================================================================================================
(1) This Registration Statement covers 750,000 shares of Common Stock
underlying awards that may be granted pursuant to the 2001 Senior
Management Stock Plan and 90,000 shares of Common Stock underlying
awards that may be granted pursuant to the 2001 Non-Employee Director
Stock Option Plan. In addition, pursuant to Rule 416(b) under the
Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement also covers an indeterminate number of
additional shares of Common Stock that may be issued under said Plans
as a result of stock dividends, stock splits or other
recapitalizations.
(2) Calculated based upon the weighted average of (i) 540,000 shares of
Common Stock issuable at a price of $10.50 per share and (ii) 210,000
shares of Common Stock assumed to be issuable (pursuant to Rule 457(c)
and (h) under the Securities Act) at a price of $9.895 per share, which
is the average of the high and low prices per share of the Common Stock
as reported on the American Stock Exchange on September 20, 2002.
(3) Calculated based upon the weighted average of (i) 70,000 shares of
Common Stock issuable at a price of $10.50 per share and (ii) 20,000
shares of Common Stock assumed to be issuable (pursuant to Rule 457(c)
and (h) under the Securities Act) at a price of $9.895 per share, which
is the average of the high and low prices per share of the Common Stock
as reported on the American Stock Exchange on September 20, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Chase Corporation (the "Company") hereby incorporates by reference in this
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for fiscal year ended August
31, 2001;
(b) The Company's Quarterly Report on Form 10-Q for the three months ended
November 30, 2001;
(c) The Company's Quarterly Report on Form 10-Q for the three months ended
February 28, 2002;
(d) The Company's Quarterly Report on Form 10-Q for the three months ended
May 31, 2002; and
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 001-09852), filed on
October 26, 1995, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of any post-effective amendment which
indicates that all securities offered hereunder have been sold or which
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 such documents. Any statement contained in a
document incorporated 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 any other subsequently-filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of chapter 156B of the Massachusetts Business Corporation Law
grants the Company the power to indemnify any director, officer, employee or
agent, to whatever extent permitted by the Company's Articles of Organization,
Bylaws or a vote adopted by the holders of a majority of the shares entitled to
vote thereon, if such indemnitee acted (a) in good faith in the reasonable
belief that his action was in the best interests of the corporation or (b) to
the extent that the matter for which indemnification is sought relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan. Such
indemnification may include payment by the Company of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under the statute.
Article X of the Company's Bylaws provides that the Company shall, to the
extent legally permissible, indemnify each person who may serve or who has
served at any time as a director or officer of the Company or of any of its
subsidiaries, or who at the request of the Company may serve or at any time has
served as a director, officer or trustee of, or in a similar capacity with,
another organization or an employee benefit plan, against all expenses and
liabilities (including counsel fees, judgments, fines, excise taxes, penalties
and amounts payable in settlements) reasonably incurred by or imposed upon such
person in connection with any threatened, pending or completed action, suit or
other proceeding, whether civil, criminal, administrative or investigative, in
which he may become involved by reason of his serving or having served in such
capacity (other than a proceeding voluntarily initiated by such person unless he
is successful on the merits, the proceeding was authorized by the Company or the
proceeding seeks a declaratory judgment regarding his own conduct). Such
indemnification shall include payment by the Company of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under Article X, which undertaking may be accepted
without regard to the financial ability of such person to make repayment.
The indemnification provided for in Article X is a contract right inuring
to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not exclusive of
any other rights to which such director, officer or other person may be entitled
by contract or otherwise under law, and inures to the benefit of the heirs,
executors and administrators of such a person.
Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its Articles of
Organization, eliminate the personal liability of directors to the corporation
and its stockholders for monetary damages for breach of fiduciary duty as a
director, except in circumstances involving (i) a breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) loans to insiders and unauthorized distributions, and (iv)
transactions from which the director derived an improper personal benefit.
Article VI(e) of the Company's Articles of Organization provides that no
director shall be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except to the
extent that such exculpation is not permitted under the Massachusetts Business
Corporation Law as in effect when such liability is determined.
The Company maintains an indemnification insurance policy that covers all
directors and officers of the Company.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the exhibit index immediately preceding the exhibits attached hereto.
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; and
(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, no filing will be made pursuant to paragraph (a)(1)(i) or
(a)(1)(ii) 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 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) 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 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 provisions of the Massachusetts Business Corporation
Law and the registrant's Articles of Organization and By-laws, 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
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by a director, officer or a 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.
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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 Bridgewater, Massachusetts, on the 26th day of September, 2002.
CHASE CORPORATION
By: /S/ PETER R. CHASE
-------------------------------------
Peter R. Chase
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Peter R. Chase and George M. Hughes, and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his or her name, place and stead, in any and all capacities
(until revoked in writing), to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 of the
registrant, 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
fully to all intents and purposes as he or she might or could do in person,
thereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/S/ PETER R. CHASE PRESIDENT, CHIEF EXECUTIVE September 26, 2002
------------------------ OFFICER AND DIRECTOR
PETER R. CHASE
/S/ EVERETT CHADWICK TREASURER AND September 26, 2002
------------------------ CHIEF FINANCIAL OFFICER
EVERETT CHADWICK
/S/ EDWARD L. CHASE DIRECTOR September 26, 2002
------------------------
EDWARD L. CHASE
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SIGNATURES TITLE DATE
/S/ SARAH CHASE DIRECTOR September 26, 2002
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SARAH CHASE
/S/ WILLIAM H. DYKSTRA DIRECTOR September 26, 2002
------------------------
WILLIAM H. DYKSTRA
/S/ GEORGE M. HUGHES DIRECTOR September 26, 2002
------------------------
GEORGE M. HUGHES
/S/ RONALD LEVY DIRECTOR September 26, 2002
------------------------
RONALD LEVY
/S/ LEWIS P. GACK DIRECTOR September 26, 2002
------------------------
LEWIS P. GACK
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EXHIBIT INDEX
EXHIBIT NO. TITLE
4.1 2001 Senior Management Stock Plan
4.2 2001 Non-Employee Director Stock Option Plan
5 Opinion of Nutter, McClennen & Fish, LLP
23.1 Consent of Nutter, McClennen & Fish, LLP
(contained in Exhibit 5)
23.2 Consent of Livingston & Haynes, P.C.
24 Power of Attorney
(contained in the signature page to this
Registration Statement)