Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SENSIENT TECHNOLOGIES CORPORATION
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(Exact name of registrant as specified in its charter)
Wisconsin 39-0561070
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
777 East Wisconsin Avenue 53202-5304
Milwaukee, Wisconsin
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(Address of principal executive offices) (Zip Code)
Sensient Technologies Corporation 2002 Stock Option Plan
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(Full title of the plan)
John L. Hammond
Vice President, Secretary and General Counsel
Sensient Technologies Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(414) 271-6755
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(Name, address and telephone number, including area code, of agent for service)
With a copy to:
Elizabeth Pagel Serebransky
Debevoise & Plimpton
919 Third Avenue
New York, New York 10022
(212) 909-6000
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CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED MAXIMUM AGGREGATE OFFERING REGISTRATION FEE
OFFERING PRICE PRICE
PER SHARE
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Common Stock, $.10 par 2,400,000 shares $19.35 (1) $46,440,000 (1) $4,272.48 (1)
value
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average of
the high and low prices for Sensient Technologies Corporation Common Stock
as reported on the New York Stock Exchange on July 18, 2002. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been previously filed by Sensient
Technologies Corporation (the "Company") (formerly Universal Foods Corporation)
with the Commission and are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, which includes certified financial statements as of
and for the year ended December 31, 2001.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002.
3. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 2001.
4. The description of the Company's common stock contained in Item 1 of
the company's Registration Statement on Form 8-A, dated December 29,
1976, as amended by Forms-8A, dated July 16, 1986, and July 22,1998,
and any other amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files 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.
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.
Pursuant to the Wisconsin Business Corporation Law and the Company's
Bylaws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent such officers or directors are successful in the defense of a
proceeding; and (ii) in proceedings in which the director or officer is not
successful in the defense thereof, unless (in the latter case only) it is
determined that the director or officer breached or failed to perform his duties
to the Company and such breach or failure constituted: (a) a willful failure to
deal fairly with the Company or its shareholders in connection with a matter in
which the director or officer had a material conflict of interest; (b) a
violation of the criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. It should be noted that the Wisconsin Business Corporation Law
specifically states that it is the public policy of the State of Wisconsin to
require or permit indemnification in connection with a proceeding involving
securities regulation, as described therein, to the extent required or permitted
as described above. Additionally, under the Wisconsin Business Corporation Law,
directors of the Company are not subject to personal liability to the Company,
its shareholders or any person asserting rights on behalf of the Company or its
shareholders, for certain breaches or failures to perform any duty resulting
solely from their status as such directors, except in circumstances paralleling
those in subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification may
be available may be advanced by the Company under certain circumstances.
The indemnification provided by the Wisconsin Business Corporation Law
and the Company's Bylaws is not exclusive of any other rights to which a
director or officer of the Company may be entitled.
The Company maintains a liability insurance policy for its directors
and officers as permitted by Wisconsin law, which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index attached hereto have been
filed (except where otherwise indicated) as part of this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milwaukee, and State of Wisconsin, on this 18th
day of July, 2002.
SENSIENT TECHNOLOGIES CORPORATION
By: /s/ John L. Hammond
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John L. Hammond
Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the date indicated below.*
Each person whose signature appears below constitutes and appoints
Kenneth P. Manning and John L. Hammond, and each of them, with full power to act
without the other, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign 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, and any and all other instruments which
either of said attorneys-in-fact and agents deems necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, the
rules, regulations and requirements of the Securities and Exchange Commission in
respect thereof, and the securities or Blue Sky laws of any State or other
governmental subdivision, giving and granting to each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing whatsoever necessary or appropriate to be done in and about the premises
as fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and agents
or substitutes may or shall lawfully do or cause to be done by virtue hereof.
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* Each of these signatures is affixed as of July 18, 2002.
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/s/ Kenneth P. Manning
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Kenneth P. Manning Chairman of the Board, President and Chief
Executive Officer (Principal Executive
Officer)
/s/ Richard F. Hobbs
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Richard F. Hobbs Vice President, Chief Financial Officer
and Treasurer
/s/ Stephen J. Rolfs
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Stephen J. Rolfs Vice President, Controller and Chief
Accounting Officer
/s/ Richard A. Abdoo
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Richard A. Abdoo Director
/s/ Michael E. Batten
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Michael E. Batten Director
/s/ John F. Bergstrom
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John F. Bergstrom Director
/s/ Dr. Fergus M. Clydesdale
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Dr. Fergus M. Clydesdale Director
/s/ James A. D. Croft
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James A. D. Croft Director
/s/ Alberto Fernandez
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Alberto Fernandez Director
/s/ James L. Forbes
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James L. Forbes Director
/s/ William V. Hickey
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William V. Hickey Director
/s/ Robert J. O'Toole
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Robert J. O'Toole Director
/s/ Essie Whitelaw
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Essie Whitelaw Director
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EXHIBIT INDEX
SENSIENT TECHNOLOGIES CORPORATION FORM S-8
RELATING TO SENSIENT TECHNOLOGIES CORPORATION
2002 Stock Option Plan
Exhibit No. Description Incorporated Herein by Filed
Reference From Herewith
4.1 Amended and Restated Articles of Incorporation of Exhibit 3.1 to Quarterly Report on Form
Sensient Technologies Corporation, as amended April 10-Q for the fiscal quarter ended March
26, 2001 31, 2001 (Commission File No. 1-7626)
4.2 By-Laws of Sensient Technologies Corporation Exhibit 3.2 to Quarterly Report on Form
10-Q for the fiscal quarter ended March
31, 2001 (Commission File No. 1-7626)
5 Opinion of Whyte Hirschboeck Dudek S.C. X
23(a) Consent of Deloitte & Touche LLP X
23(b) Consent of Whyte Hirschboeck Dudek S.C. (Included in X
Exhibit No. 5 to this Registration Statement)
24 Powers of Attorney (Included in Part II as part of the X
signature page to this Registration Statement)
99 Sensient Technologies Corporation 2002 Stock Option Appendix B to Definitive Proxy Statement
Plan filed March 22, 2002 (Commission File No.
1-7626)
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