As filed with the Securities and Exchange Commission on February 27, 2013

Registration No. 333-133588

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

STEPAN COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		36-1823834
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Edens and Winnetka Road

Northfield, Illinois 60093

(Address, including zip code, of Principal Executive Offices)

 

 

Stepan Company 2006 Incentive Compensation Plan

(Full title of the plan)

 

 

H. Edward Wynn

Vice President, General Counsel and Secretary

Stepan Company

Edens and Winnetka Road

Northfield, Illinois 60093

(847) 446-7500

(Name, address and 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. (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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EXPLANATORY NOTE TO

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

On December 14, 2012, Stepan Company (the “Registrant”) effected a two-for-one stock split (the “Stock Split”) of the Registrant’s common stock, par value $1.00 per share (“Common Stock”). Pursuant to Rule 416(b) of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby amends its Registration Statement on Form S-8 (Registration No. 333-133588), filed on April 27, 2006, to reflect that, as a result of the Stock Split, the number of shares registered for issuance under the Stepan Company 2006 Incentive Compensation Plan, as amended (the “Plan”), increased from 1,000,000 to 2,000,000.

Such Registration Statement is further amended to reflect that, in accordance with Rule 416(a) of the Securities Act, the number of shares registered shall include such additional shares that may be issued from time to time under the Plan as the result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding Common Stock.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

The legality of the shares of Common Stock being offered under this Registration Statement has been passed upon for the Registrant by Mr. H. Edward Wynn, who owns or has rights to acquire an aggregate of less than 1% of the Common Stock.

Item 8. Exhibits.

 

Exhibit Number		Description
5.1		Opinion of Counsel
23.1		Consent of Deloitte & Touche LLP
23.2		Consent of Counsel (included in Exhibit 5.1)
24.1		Power of Attorney

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SIGNATURES

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 this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northfield, State of Illinois, on this 27^th day of February, 2013.

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated and on the date indicated above.

 

Signature		Title(s)
*		President, Chief Executive Officer and Director (Principal Executive Officer)
F. Quinn Stepan, Jr
*		Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
James E. Hurlbutt
*		Chairman and Director
F. Quinn Stepan
*		Director
Michael R. Boyce
*		Director
Randall S. Dearth
*		Director
Joaquin Delgado
*		Director
Gregory E. Lawton
*		Director
Edward J. Wehmer

 

*	This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed on behalf of the above officers and directors by H. Edward Wynn, as attorney-in-fact, pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement.

 

Dated: February 27, 2013				By:		/s/ H. Edward Wynn
						H. Edward Wynn
						Attorney-in-Fact

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EXHIBIT INDEX

 

Exhibit Number		Description
5.1		Opinion of Counsel
23.1		Consent of Deloitte & Touche LLP
23.2		Consent of Counsel (included in Exhibit 5.1)
24.1		Power of Attorney

EXHIBIT 5.1

February 27, 2013

Stepan Company

Edens and Winnetka Road

Northfield, Illinois 60093

 

Re:

Registration Statement Amendment on Form S-8 Filed by Stepan Company

Ladies and Gentlemen:

I am Vice President, General Counsel and Secretary of Stepan Company, a Delaware corporation (the “Company”), and, as such, I and the attorneys that I supervise, have acted as counsel for the Company in connection with the registration amendment of 1,000,000 shares of the Company’s Common Stock, par value $1.00 per share (the “Shares”) pursuant to the Stepan Company 2006 Incentive Compensation Plan (the “Plan”). In connection with the opinion expressed herein, I, and the attorneys that I supervise, have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares that may be issued or delivered and sold pursuant to the Plan and the authorized forms of stock awards, restricted stock awards or other applicable award agreements thereunder will be, when issued or delivered and sold in accordance with such Plan and the applicable award agreements, validly issued, fully paid and nonassessable, provided that the consideration for such Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement Amendment on Form S-8 filed by the Company to effect registration of the Shares to be issued and sold pursuant to the Plan under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

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February 27, 2013

Stepan Company

Page 2

 

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-133588 on Form S-8 of our reports dated February 27, 2013, relating to the consolidated financial statements of Stepan Company and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Stepan Company for the year ended December 31, 2012.

 

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Chicago, Illinois

February 27, 2013

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Stepan Company, a Delaware corporation (the “Registrant”), does hereby constitute and appoint each of F. Quinn Stepan, Jr., James E. Hurlbutt, H. Edward Wynn and Kathleen O. Sherlock, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each of the undersigned, to execute and file (i) a post-effective amendment to the Registration Statement on Form S-8 (the “Form S-8 Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of Common Stock of the Registrant issuable in connection with the Registrant’s 2006 Incentive Compensation Plan, (ii) any and all amendments, including post-effective amendments, supplements and exhibits to the Form S-8 Registration Statement, and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-8 Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said director and/or officer, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 19^th day of February, 2013.