Registration No. 333-
As filed with the Securities and Exchange Commission on May 29, 2003
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CORN PRODUCTS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-3514823
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
5 WESTBROOK CORPORATE CENTER, WESTCHESTER, ILLINOIS 60154
(Address of Principal Executive Offices) (Zip Code)
CORN PRODUCTS INTERNATIONAL, INC. 1998 STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED FEBRUARY 12, 2003)
(Full Title of the Plan)
MARCIA E. DOANE
Vice President, General Counsel and Corporate Secretary
Corn Products International, Inc.
5 Westbrook Corporate Center
Westchester, Illinois 60154
(Name and Address of Agent For Service)
(708) 551-2600
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Title Of Securities To Amount To Be Proposed Maximum Proposed Maximum Amount Of
Be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
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Common Stock, $.01 par 2,200,000 shares (1) $30.24 (2) $66,528,000 (2) $5,382.12
value (3)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein, including a number of shares as may
become issuable because of the provisions of the Plan relating to
adjustments for changes resulting from stock dividends, stock splits
and similar changes.
(2) Estimated pursuant to Rule 457(h)(1) solely for the purpose of
calculating the registration fee. Estimate based on the average of the
high and low share prices reported on the New York Stock Exchange for
May 27, 2003.
(3) Includes 2,200,000 associated rights ("Rights") to purchase 1/100 of a
share of Series A Junior Participating Preferred Stock, par value $.01
per share. Rights initially are attached to and trade with the shares
of Common Stock being registered hereby. Value attributable 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.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Corn Products International, Inc. (the
"Company" or the "Corporation") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 2002 filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003 filed under the Exchange Act;
(c) The Company's Current Report on Form 8-K filed under the
Exchange Act on April 22, 2003;
(d) The description of the common stock, par value $.01 per
share, of the Company (the "Common Stock") which is contained in the
Company's Registration Statement on Form 10/A No. 3 dated December 4,
1997 (File No. 1-13397), and the description of the associated
Preferred Stock Purchase Rights, which is contained in the Company's
Registration Statement on Form 8-A, dated December 17, 1997 (File No.
1-13397), including any subsequent amendment or report filed for the
purpose of updating such descriptions; and
(e) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 2002.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of 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 into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the Common Stock offered
hereby will be passed upon for the Company by Marcia E. Doane, an employee of
the Company and its Vice President, General Counsel and Corporate Secretary. Ms.
Doane participates in the Corn Products International, Inc. 1998 Stock Incentive
Plan and also owns shares of the Company's common stock (including shares as
part of the Corn Products International, Inc. Retirement Savings Plan and
restricted stock) and options to purchase shares of the Company's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Company are entitled, under certain circumstances, to
be indemnified against all expenses and liabilities (including attorneys' fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct.
Article VII of the Company's Amended By-laws entitles officers,
directors and controlling persons of the Company to indemnification to the full
extent permitted by Section 145 of DGCL, as the same may be supplemented or
amended from time to time.
Article VII of the Company's Amended By-laws provides:
"INDEMNIFICATION
Section 1. Each person who was or is made a party to or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, she, or a
person for whom he or she is the legal representative, is or was a
director, officer or employee of the Corporation or is or was serving
at the request of the Corporation as a director, officer or employee of
another corporation, partnership, joint venture, trust or other
enterprise, including service
2
with respect to employee benefit plans, shall be indemnified by the
Corporation to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended,
against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes, penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such person
in connection with such service; provided, however that the Corporation
shall indemnify any such person seeking indemnification in connection
with a proceeding initiated by him or her only if such proceeding was
authorized by the Board of Directors, either generally or in the
specific instance. The right to indemnification shall include the
advancement of expenses incurred in defending any such proceeding in
advance of its final disposition in accordance with procedures
established from time to time by the Board of Directors; provided,
however, that, if the Delaware General Corporation Law so requires, the
director, officer or employee shall deliver to the Corporation an
undertaking to repay all amounts so advanced if it shall ultimately be
determined that he or she is not entitled to be indemnified under this
Article or otherwise.
Section 2. The rights of indemnification provided in this
Article shall be in addition to any rights to which any person may
otherwise be entitled by law or under any By-law, agreement, vote of
stockholders or disinterested directors, or otherwise. Unless otherwise
provided when authorized or ratified, such rights shall continue as to
any person who has ceased to be a director, officer or employee and
shall inure to the benefit of his or her heirs, executors and
administrators, and shall be applicable to proceedings commenced after
the adoption hereof, whether arising from acts or omissions occurring
before or after the adoption hereof.
Section 3. The Corporation may purchase and maintain insurance
to protect any person against any liability or expense asserted against
or incurred by such person in connection with any proceeding, whether
or not the Corporation would have the power to indemnify such person
against such liability or expense by law or under this Article or
otherwise. The Corporation may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of
credit) to insure the payment of such sums as may become necessary to
effect indemnification as provided herein."
The Company has entered into separate indemnification agreements with
directors and officers of the Company, pursuant to which the Company will
indemnify such directors and officers to the fullest extent permitted by
Delaware law and the Company's Amended By-laws, as the same may be amended from
time to time.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
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4(a) Certificate of Incorporation of the Company, as
amended (incorporated by reference to the Company's
Registration Statement on Form 10, as amended (File
No. 1-13397)).
4(b) Amended By-laws of the Company (incorporated by
reference to the Company's quarterly report on Form
10-Q for the quarter ended September 30, 2000 (File
No. 1-13397)).
4(c) Rights Agreement, dated as of November 19, 1997,
(Amended and Restated as of September 9, 2002),
between the Company and The Bank of New York, as
Rights Agent (incorporated by reference to the
Company's quarterly report on Form 10-Q for the
quarter ended September 30, 2002 (File No. 1-13397)).
*4(d) Corn Products International, Inc. 1998 Stock
Incentive Plan (as amended and restated February 12,
2003).
*5 Opinion of Marcia E. Doane, Esq.
*23(a) Consent of KPMG LLP.
*23(b) Consent of Marcia E. Doane, Esq. (included in Exhibit
5).
*24 Powers of Attorney.
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* Filed herewith
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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 this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this
Registration Statement is on Form S-3 or 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 Company 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 of 1933, 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 remained 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
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 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.
5
(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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
6
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 Westchester, State of Illinois, on this 29th day
of May, 2003.
CORN PRODUCTS INTERNATIONAL, INC.
By: /s/ SAMUEL C. SCOTT III
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Samuel C. Scott III
Chairman, President and Chief
Executive Officer
7
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 29, 2003.
SIGNATURE TITLE(S)
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/s/ SAMUEL C. SCOTT III Chairman, President, Chief Executive Officer and Director
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Samuel C. Scott III
/s/ JAMES W. RIPLEY Vice President and Chief Financial Officer
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James W. Ripley
/s/ ROBIN A. KORNMEYER Vice President and Controller
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Robin A. Kornmeyer
* Director
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Richard J. Almeida
* Director
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Luis Aranguren-Trellez
* Director
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Alfred C. DeCrane, Jr.
* Director
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Guenther E. Greiner
* Director
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Ronald M. Gross
* Director
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Karen L. Hendricks
* Director
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Bernard H. Kastory
* Director
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William S. Norman
* Director
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James M. Ringler
* Director * By: /s/ MARCIA E. DOANE
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Clifford B. Storms Marcia E. Doane, Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4(a) Certificate of Incorporation of the Company, as amended
(incorporated by reference to the Company's Registration
Statement on Form 10, as amended (File No. 1-13397)).
4(b) Amended By-laws of the Company (incorporated by reference to
the Company's quarterly report on Form 10-Q for the quarter
ended September 30, 2000 (File No. 1-13397)).
4(c) Rights Agreement, dated as of November 19, 1997, (Amended and
Restated as of September 9, 2002), between the Company and The
Bank of New York, as Rights Agent (incorporated by reference
to the Company's quarterly report on Form 10-Q for the quarter
ended September 30, 2002 (File No. 1-13397)).
*4(d) Corn Products International, Inc. 1998 Stock Incentive Plan
(as amended and restated February 12, 2003).
*5 Opinion of Marcia E. Doane, Esq.
*23(a) Consent of KPMG LLP.
*23(b) Consent of Marcia E. Doane, Esq. (included in Exhibit 5).
*24 Powers of Attorney.
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* Filed herewith