As filed with the Securities and Exchange Commission on August 19, 2005.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMPASS MINERALS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3972986
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
9900 W. 109TH STREET, SUITE 600
OVERLAND PARK, KS 66210
(913) 344-9200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
COMPASS MINERALS INTERNATIONAL, INC. 2005 INCENTIVE AWARD PLAN
(Full title of plan)
RODNEY L. UNDERDOWN, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
9900 W. 109TH STREET, SUITE 600
OVERLAND PARK, KANSAS 66210
(913) 344-9200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all correspondence to:
THOMAS J. LYNN
BRYAN CAVE LLP
1200 MAIN STREET, SUITE 3500
KANSAS CITY, MISSOURI 64105
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered(1) unit(2) price registration fee
--------------------------- -------------- ------------------ ------------------ ----------------
Common Stock, $0.01 par
value per share (and
associated preferred stock
purchase rights)(3) 3,240,000 $24.81 $80,384,440 $9,461.25
---------------------------------------------------------------------------------------------------------
(1) If, prior to the completion of the distribution of the Common Stock covered
by this Registration Statement, additional shares of common stock are
issued or issuable as a result of a stock split or stock dividend, this
Registration Statement shall be deemed to cover such additional shares
resulting from the stock split or stock dividend pursuant to Rule 416.
(2) Calculated in accordance with the provisions of Rule 457(c) using the
average of the high and low prices for the Common Stock on the New York
Stock Exchange on August 16, 2005.
(3) The preferred stock purchase rights are initially attached to and trade
with the Common Stock. Value attributed to such rights, if any, is
reflected in the market price of the Common Stock.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed.
Item 2. Registrant Information and Employee Plan Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by
Compass Minerals International, Inc. (the "Corporation") with the Securities and
Exchange Commission ("Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") (Commission File No. 001-31921), are
incorporated herein by reference and made a part hereof:
(a) The Corporation's Annual Report on Form 10-K, for the year
ended December 31, 2004, filed March 16, 2005;
(b) The Corporation's Current Report on Form 8-K dated May 3,
2005;
(c) The Corporation's Quarterly Report on Form 10-Q, for the
period ended March 31, 2005, filed May 5, 2005;
(d) The Corporation's Current Report on Form 8-K dated May 11,
2005;
(e) The Corporation's Current Report on Form 8-K dated May 18,
2005;
(f) The Corporation's Proxy Statement on Form DEF14A dated June
30, 2005;
(g) The Corporation's Current Report on Form 8-K dated August 2,
2005;
(h) The Corporation's Quarterly Report on Form 10-Q, for the
period ended June 30, 2005, filed August 5, 2005;
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(i) The Corporation's Current Report on Form 8-K dated August 9,
2005; and
(j) The description of the Common Stock of the Corporation
contained in the Corporation's Registration Statement of
Form S-1 (Registration No. 333-119288), effective September
27, 2004 and any amendment or report filed for the purpose
of updating such description.
All reports and other documents filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of Exchange Act, subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment hereto 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 herein and to be a part hereof from the date of
filing of such documents.
For purposes of this Registration Statement, any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed comment which also
is or is deemed to be incorporated herein by reference modifies or supersedes
such statement in such document. Any 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.
The class of securities to be offered is registered under Section
12 of the Exchange Act. Therefore, a description of the Common Stock required by
Item 202 of Regulation S-K is not required.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Article Sixth of the Corporation's amended and restated
certificate of incorporation eliminates the personal liability of directors to
the Corporation 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;
3
- 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 Corporation provide for the indemnification of all officers or directors to
the fullest extent permitted by the DGCL and the Corporation'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, officer,
employee or agent. Compass Minerals International, Inc. has purchased and
maintains insurance on behalf of the Corporation's directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
4.1 Amended and Restated Certificate of Incorporation of the
Corporation (Incorporated by reference to Exhibit 3.1 of the
Corporation's Registration Statement on Form S-4, filed on January
16, 2004).
4.2 Amended and Restated Bylaws of the Corporation (Incorporated by
reference to Exhibit 3.2 of the Corporation's Registration
Statement on Form S-4, filed January 16, 2004).
4.3 The description of the Common Stock of the Corporation
(Incorporated by reference to the Corporation's Registration
Statement of Form S-1 (Registration No. 333-119288), effective
September 27, 2004 and any amendment or report filed for the
purpose of updating such description).
5.1 Legal Opinion of Bryan Cave LLP.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1 hereto).
4
24.1 Power of Attorney (included on signature page).
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* 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 of 1933;
(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 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) (Section 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent
no more than 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-3, Form S-8 or Form F-3, and 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
5
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 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
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.
6
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
the requirements for filing on Form S-8 and has 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 this 19th day of
August, 2005.
COMPASS MINERALS INTERNATIONAL, INC.
By /s/ Rodney L. Underdown
-------------------------------------
Rodney L. Underdown
Vice President, Chief Financial
Officer and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Rodney L. Underdown, Michael E. Ducey, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, 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) and supplements 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 hereby grants to such
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, as
fully to all intents and purposes as he or she 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 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Michael E. Ducey President, Chief Executive Officer August 19, 2005
----------------------------- and Director (Principal Executive
Michael E. Ducey Officer)
/s/ Rodney L. Underdown Vice President, Chief Financial August 19, 2005
----------------------------- Officer and Secretary (Principal
Rodney L. Underdown Accounting Officer and Principal
Financial Officer)
/s/ Vernon G. Baker, II Director August 19, 2005
-----------------------------
Vernon G. Baker, II
/s/ Bradley J. Bell Director August 19, 2005
-----------------------------
Bradley J. Bell
/s/ David J. D'Antoni Director August 19, 2005
-----------------------------
David J. D'Antoni
/s/ Richard S. Grant Director August 19, 2005
-----------------------------
Richard S. Grant
/s/ Perry W. Premdas Director August 19, 2005
-----------------------------
Perry W. Premdas
/s/ John R. Stevenson Director August 19, 2005
-----------------------------
John R. Stevenson
/s/ Heinn M. Tomfohrde, III Director August 19, 2005
-----------------------------
Heinn M. Tomfohrde, III
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
4.1 Amended and Restated Certificate of Incorporation of the
Corporation (Incorporated by reference to Exhibit 3.1 of the
Corporation's Registration Statement on Form S-4, filed on January
16, 2004).*
4.2 Amended and Restated Bylaws of the Corporation (Incorporated by
reference to Exhibit 3.2 of the Corporation's Registration
Statement on Form S-4, filed January 16, 2004).*
4.3 The description of the Common Stock of the Corporation
(Incorporated by reference to the Corporation's Registration
Statement of Form S-1 (Registration No. 333-119288), effective
September 27, 2004 and any amendment or report filed for the
purpose of updating such description).*
5.1 Legal Opinion of Bryan Cave LLP.**
23.1 Consent of PricewaterhouseCoopers LLP.**
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1 hereto).**
24.1 Power of Attorney (included on signature page).**
----------
* Previously filed.
** Filed herewith.