AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 2005
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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COMPASS MINERALS INTERNATIONAL, INC.
(formerly known as Salt Holdings Corporation)
(Exact name of registrant as specified in its charter)
DELAWARE 36-3972986
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8300 COLLEGE BOULEVARD
OVERLAND PARK, KANSAS 66210
(913) 344-9200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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COMPASS MINERALS INTERNATIONAL, INC. SAVINGS PLAN
(Full title of the plan)
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RODNEY L. UNDERDOWN
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
8300 COLLEGE BOULEVARD
OVERLAND PARK, KANSAS 66210
(913) 344-9200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
BRADD L. WILLIAMSON, ESQ.
LATHAM & WATKINS LLP
885 THIRD AVENUE, SUITE 1000
NEW YORK, NEW YORK 10022
(212) 906-1200
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE
TO BE REGISTERED REGISTERED(1)(2) SHARE (3) OFFERING PRICE AMOUNT OF REGISTRATION FEE
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Co Common Stock, par value $0.01
per share..................... 400,000 $22.96 $9,184,000 $1,080.96
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered pursuant to the Compass
Minerals International, Inc. Savings Plan.
(2) This Registration Statement also covers any additional shares of common
stock, par value $0.01 per share ("Common Stock"), of Compass Minerals
International, Inc. (the "Registrant") that are acquired under the
employee benefit plan listed above by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(3) For purposes of computing the registration fee only. Pursuant to Rule
457(h) of the Securities Act, the Proposed Maximum Offering Price Per
Share is based upon the average of the high and low price per share of the
Registrant's common stock as reported on the New York Stock Exchange
composite tape on January 5, 2005.
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registration Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
I. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act are hereby
incorporated by reference in, and shall be deemed to be a part of, this
Registration Statement:
A. The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2003;
B. The Registrant's Quarterly Report filed on Form 10-Q/A for the
quarter ended March 31, 2004;
C. The Registrant's Quarterly Report filed on Form 10-Q/A for the
quarter ended June 30, 2004;
D. The Registrant's Quarterly Report filed on Form 10-Q for the quarter
ended September 30, 2004;
E. The Registrant's Current Report on Form 8-K filed with the
Commission on the following dates: January 8, 2004, July 23, 2004,
November 12, 2004 (related to the notice of non-reliance on
previously issued financial statements resulting from the
restatement of our previously reported financial statements),
November 23, 2004, November 24, 2004 and December 15, 2004;
F. The Registrant's prospectus filed with the Commission pursuant to
Rule 424(b) on November 19, 2004, in connection with the
Registrant's Registration Statement on Form S-3/A (File No.
333-119288), including the exhibits thereto; and
G. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-3/A referred to above,
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all
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securities then remaining unsold are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing such
documents (other than current reports furnished under Item 2.02 or Item 7.01
(and all exhibits to such reports relating to Item 2.02 or Item 7.01) of Form
8-K, unless specifically incorporated by us).
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 a statement
contained herein, or in any subsequently filed document which also is or is
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 part of this Registration
Statement.
II. DESCRIPTION OF SECURITIES.
Not Applicable.
III. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
IV. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth of the Registrant's amended and restated certificate of
incorporation eliminates the personal liability of directors to the Registrant
or its stockholders, to the fullest extent permitted under the General
Corporation Law of the State of Delaware (the "DGCL"). Section 102(b)(7) of the
DGCL provides that a corporation may eliminate or limit the personal liability
of a director (or certain persons who, pursuant to the provisions of the
certificate of incorporation, exercise or perform duties conferred or imposed
upon directors by the DGCL) to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director:
- for any breach of the director's duty of loyalty to the corporation or its
stockholders;
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- under Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions);
or
- for any transaction from which the director derived an improper personal
benefit.
The amended and restated certificate of incorporation and by-laws of the
Registrant provide for the indemnification of all officers or directors to the
fullest extent permitted by the DGCL and the Registrant's amended and restated
certificate of incorporation. Section 145 of the DGCL provides, in substance,
that a Delaware corporation has the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any such
action, suit or proceeding. The DGCL also provides that Delaware corporations
may purchase insurance on behalf of any such director,
3
officer, employee or agent. Compass Minerals International, Inc. has purchased
and maintains insurance on behalf of the Registrant's directors and officers.
V. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
VI. EXHIBITS
A list of exhibits included as part of this Registration Statement is set
forth on the Exhibit Index appearing elsewhere herein and is incorporated herein
by reference.
VII. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
a. 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
the 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)(a)(i) and (1)(a)(ii)
shall not apply to information contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
b. That, for the purpose of determining any liability under
the 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.
c. To remove from registration by means of a post-effective
amendment any of the securities being registered that
remain unsold at the termination of the offering.
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2. 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 (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 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.
3. 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Overland Park, State of Kansas, on January 11, 2005.
COMPASS MINERALS INTERNATIONAL, INC.
By: /s/ Rodney L. Underdown
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Name: Rodney L. Underdown
Title: Vice President and Chief
Financial Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of the Registrant hereby
severally constitutes and appoints Rodney L. Underdown as the undersigned's true
and lawful attorney-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 (unless revoked in writing) to sign this
Registration Statement on Form S-8, and any and all amendments thereto,
including any post-effective amendments as well as any related registration
statement (or amendment thereto) filed in reliance upon Rule 462(b) under the
Securities Act, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done in connection therewith,
as fully to all intents and purposes as the undersigned might and could do in
person hereby ratifying and confirming all that said attorney-in-fact and agent
or her substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
S-1
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
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/s/ Michael E. Ducey President, Chief Executive Officer January 11, 2005
---------------------------------------------- and Director
Michael E. Ducey (Principal Executive Officer)
/s/ Rodney L. Underdown Chief Financial Officer January 11, 2005
---------------------------------------------- and Vice President
Rodney L. Underdown (Principal Financial and
Accounting Officer)
/s/ David J. D'Antoni Director January 11, 2005
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David J. D'Antoni
/s/ Bradley J. Bell Director January 11, 2005
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Bradley J. Bell
/s/ Richard S. Grant Director January 11, 2005
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Richard S. Grant
/s/ Joshua J. Harris Director January 11, 2005
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Joshua J. Harris
/s/ Douglas A. Pertz Director January 11, 2005
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Douglas A. Pertz
/s/ Perry W. Premdas Director January 11, 2005
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Perry W. Premdas
/s/ Heinn F. Tomfohrde, III Director January 11, 2005
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Heinn F. Tomfohrde, III
S-2
The Plan. Pursuant to the requirements of the Securities Act, the Compass
Minerals International, Inc. Savings Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Overland Park, State of Kansas, on January 11, 2005.
COMPASS MINERALS INTERNATIONAL, INC.
SAVINGS PLAN
By: Compass Minerals International Inc. -
Plan Administrator
By: /s/ Victoria Heider
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Name: Victoria Heider
Title: Vice President of Human Resources
S-3
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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3.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4, filed on January 16, 2004, File
No. 333-111953)
3.2 Amended and Restated By-laws of the Registrant (incorporated herein
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-4, filed on January 16, 2004, File No.
333-111953)
4.1 Specimen Common Stock Certificate (incorporated herein by reference
to Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1/A, filed on December 10, 2003, File No. 333-110250)
4.2 Compass Minerals International, Inc. Savings Plan
4.3 Adoption Agreement to the Compass Minerals International, Inc.
Savings Plan
4.4 First Amendment to the Compass Minerals International, Inc. Savings
Plan
5.1 In lieu of attaching an Internal Revenue Service ("IRS")
determination letter or opinion of counsel that the Compass Minerals
International, Inc. Savings Plan (the "Plan") is qualified under
Section 401(a) of the Internal Revenue Code, the Registrant hereby
undertakes to submit the Plan, and any amendments thereto, to the
IRS in a timely manner, and will make all changes required by the
IRS in order to qualify the Plan.
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on signature page)