As filed with the Securities and Exchange Commission on May 14, 2013
Registration No. 333-104354
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUAKER CHEMICAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania | 23-0993790 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
One Quaker Park, 901 E. Hector Street Conshohocken, Pennsylvania |
19428-2380 | |
(Address of Principal Executive Offices) | (Zip Code) |
Quaker Chemical Corporation
2003 Director Stock Ownership Plan
(Full Title of the Plan)
Michael F. Barry
Chairman, Chief Executive Officer and President
Quaker Chemical Corporation
One Quaker Park
901 E. Hector Street
Conshohocken, Pennsylvania 19428-2380
(Name and Address of Agent for Service)
(610) 832-4000
(Telephone Number, Including Area Code, of Agent for Service)
Copy of all communications to:
Robert T. Traub, Esquire
General Counsel
Quaker Chemical Corporation
One Quaker Park
901 E. Hector Street
Conshohocken, Pennsylvania 19428-2380
(610) 832-4000
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 | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
Quaker Chemical Corporation (the Registrant) registered 75,000 shares of its common stock, $1.00 par value per share (Common Stock) (including associated stock purchase rights, which were available at the time of registration), for issuance under the Quaker Chemical Corporation 2003 Director Stock Ownership Plan (the 2003 Plan) pursuant to Registration Statement No. 333-104354 on Form S-8 filed with the Securities and Exchange Commission on April 7, 2003 (the Registration Statement). Upon shareholder approval of the Quaker Chemical Corporation 2013 Director Stock Ownership Plan (the 2013 Plan) at the Registrants annual meeting of shareholders on May 8, 2013, the 2013 Plan replaced the 2003 Plan, and no further awards will be made under the 2003 Plan.
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement is being filed to deregister the 25,598 shares of Common Stock that have not been issued and are not subject to issuance pursuant to outstanding awards under the 2003 Plan as of the date of this Post-Effective Amendment No. 1. Accordingly, the Registrant hereby withdraws these 25,598 shares of Common Stock from registration under the Registration Statement.
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 Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Conshohocken, Commonwealth of Pennsylvania on this 14th day of May, 2013.
QUAKER CHEMICAL CORPORATION | ||
By: | /s/ Michael F. Barry | |
Michael F. Barry | ||
Chairman of the Board, Chief Executive Officer, | ||
President and Director |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||||
/s/ Michael F. Barry Michael F. Barry |
Chairman, Chief Executive Officer, President and Director (Principal Executive Officer) |
May 14, 2013 | ||||
/s/ Margaret M. Loebl Margaret M. Loebl |
Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
May 14, 2013 | ||||
/s/ George H. Hill George H. Hill |
Global Controller (Principal Accounting Officer) |
May 14, 2013 | ||||
/s/ Joseph B. Anderson, Jr. Joseph B. Anderson, Jr. |
Director | May 14, 2013 | ||||
Patricia C. Barron |
Director | |||||
Donald R. Caldwell |
Director | |||||
/s/ Robert E. Chappell Robert E. Chappell |
Director | May 14, 2013 | ||||
/s/ William R. Cook William R. Cook |
Director | May 14, 2013 |
/s/ Mark A. Douglas Mark A. Douglas |
Director | May 14, 2013 | ||||
/s/ Jeffry D. Frisby Jeffry D. Frisby |
Director | May 14, 2013 | ||||
/s/ Robert H. Rock Robert H. Rock |
Director | May 14, 2013 |