Edgar Filing: NEWMARKET CORP

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

S-8

As filed with the Securities and Exchange Commission on June 26, 2014

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)


Virginia (State or other jurisdiction of incorporation or organization)		20-0812170 (I.R.S. Employer Identification No.)

330 South Fourth Street Richmond, Virginia (Address of Principal Executive Offices)		23219 (Zip Code)

NEWMARKET CORPORATION

2014 INCENTIVE COMPENSATION AND STOCK PLAN

(Full title of the plan)

Thomas E. Gottwald

President and Chief Executive Officer

NewMarket Corporation

330 South Fourth Street

Richmond, Virginia 23219

(Name and address of agent for service)

(804) 788-5000

(Telephone number, including area code, of agent for service)

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.

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, without par value	1,000,000	$386.43	$386,430,000	$49,773

(1)	The amount of Common Stock registered hereunder shall be deemed to include any additional shares issuable as a result of any stock split, stock dividend or other change in the capitalization of the Registrant.

(2)	Pursuant to Rule 457(h), the offering price is based on the average of the high ($388.75) and low ($384.11) prices of a share of Common Stock as reported on the New York Stock Exchange on June 20, 2014.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and made a part hereof, to the extent that such documents are considered filed with the Commission:

(1)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”);

(2)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014;

(2)

the portions of the Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders held on April 24, 2014 that have been incorporated by reference into the Form 10-K;

(3)

the Registrant’s Current Reports on Form 8-K, filed on February 5, 2014, February 27, 2014 and April 24, 2014 (Items 5.02, 5.07 and 8.01 only); and

(4)

the description of the Registrant’s Common Stock as set forth in the Registrant’s registration statement on Form 8-A, filed on May 21, 2004.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13 (c), 14 and 15(d) of 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 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, to the extent that such documents are considered filed with the Commission. Any statement contained herein or 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 other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any such 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.

Not applicable.

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Item 5. Interests of Named Experts and Counsel.

Williams Mullen, counsel to the Registrant, has rendered its opinion that the Common Stock, when issued pursuant to the terms and conditions of the Plan, will be validly issued, fully paid and non-assessable. Such counsel does not have a substantial interest in or connection to the Registrant or its subsidiaries requiring disclosure herein.

Item 6. Indemnification of Directors and Officers.

Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia, as amended (the “Code”), permits a Virginia corporation to indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation a written statement of his or her good faith belief that he or she has met the standard of conduct prescribed by the Code and furnishes the corporation with a written undertaking to repay any funds advanced if it is ultimately determined that the director has not met the relevant standard of conduct. To meet this standard of conduct, the Code provides that the director must have conducted himself in good faith and believed, in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests and, in the case of other conduct, was not opposed to its best interests. In the case of any criminal proceeding, the director must not have had reasonable cause to believe such conduct was unlawful. In addition, a corporation is permitted to indemnify a director or officer against liability incurred in a proceeding if a determination has been made by the disinterested members of the board of directors, special legal counsel or shareholders that the director or officer conducted himself or herself in good faith and otherwise met the required standard of conduct. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director or officer has met the relevant standard of conduct. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he or she improperly received a personal benefit. Corporations are given the power to make any other or further indemnity, including advancement of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. Unless limited by its articles of incorporation, indemnification against the reasonable expenses incurred by a director or officer is mandatory when he or she entirely prevails in the defense of any proceeding to which he or she is a party because he or she is or was a director or officer.

Article V of the Registrant’s Articles of Incorporation provides for the elimination of certain personal liability of directors and officers of the Registrant to the Registrant and its shareholders for monetary damages arising out of any transaction, occurrence or course of conduct, to the full extent permitted by the Code. In addition, Article V provides for the indemnification of a person who is or was a party to any proceeding by reason of the fact that he or she is or was a director or officer of the Registrant, or who is or was serving at the request of the Registrant in a similar capacity with another enterprise or entity, to the full extent permitted by the Code. Article V also authorizes the Registrant to indemnify or contract to indemnify any

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other person who is, was or may become party to any proceeding by reason of the fact he or she is or was an employee, agent or consultant of the Registrant, or is or was serving at the request of the Registrant in a similar capacity with another enterprise or entity.

Item 7. Exemption from the Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed on behalf of the Registrant as part of this Registration Statement:

4.1

Articles of Incorporation Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1-32190) filed April 30, 2012).

4.2

NewMarket Corporation Bylaws Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.2 to Form 8-K (File No. 1- 32190) filed April 30, 2012).

4.3

NewMarket Corporation 2014 Incentive Compensation and Stock Plan (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 1-32190) filed April 24, 2014).

5.1

Opinion of Williams Mullen.*

23.1

Consent of Williams Mullen (included in Exhibit 5.1).*

23.2

Consent of PricewaterhouseCoopers LLP.*

Powers of Attorney (included on the Signature Page hereto).*

*Filed herewith.

Item 9. Undertakings.

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 (the “Securities Act”);

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(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) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the 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 that remain unsold at the termination of the offering.

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 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 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.

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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.

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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on June 26, 2014.


NEWMARKET CORPORATION

By:		/s/ Thomas E. Gottwald
		Thomas E. Gottwald
		President and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned hereby appoints Thomas E. Gottwald, David A. Fiorenza and William J. Skrobacz, any of whom may act, as his or her true and lawful attorneys-in-fact with full power to sign for him or her and in his or her name in the capacities indicated below and to file any and all amendments to the Registration Statement filed herewith, making such changes in the Registration Statement as the Registrant deems appropriate, and generally to do all such things in his or her name and behalf and in his or her capacity as an officer and director to enable the registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission.

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 date indicated.


Signature	Title	Date

/s/ Bruce C. Gottwald Bruce C. Gottwald	Chairman of the Board of Directors	June 26, 2014

/s/ Thomas E. Gottwald Thomas E. Gottwald	President, Chief Executive Officer and Director (Principal Executive Officer)	June 26, 2014

/s/ David A. Fiorenza David A. Fiorenza	Vice President and Chief Financial Officer (Principal Financial Officer)	June 26, 2014

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/s/ William J. Skrobacz William J. Skrobacz	Controller (Principal Accounting Officer)	June 26, 2014

/s/ Phyllis L. Cothran Phyllis L. Cothran	Director	June 26, 2014

/s/ Mark M. Gambill Mark M. Gambill	Director	June 26, 2014

/s/ Patrick D. Hanley Patrick D. Hanley	Director	June 26, 2014

/s/ James E. Rogers James E. Rogers	Director	June 26, 2014

/s/ Charles B. Walker Charles B. Walker	Director	June 26, 2014

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EXHIBIT INDEX


Exhibit Number		Description of Exhibit

4.1		Articles of Incorporation Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1-32190) filed April 30, 2012).

4.2		NewMarket Corporation Bylaws Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.2 to Form 8-K (File No. 1- 32190) filed April 30, 2012).

4.3		NewMarket Corporation 2014 Incentive Compensation and Stock Plan (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 1-32190) filed April 24, 2014).

5.1		Opinion of Williams Mullen.*

23.1		Consent of Williams Mullen (included in Exhibit 5.1).*

23.2		Consent of PricewaterhouseCoopers LLP.*

24		Powers of Attorney (included on the Signature Page hereto).*

*Filed herewith.