As filed with the Securities and
Exchange Commission on July 16, 2009
Registration No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
CORN PRODUCTS INTERNATIONAL, INC.
(Exact name of registrant
as specified in its charter)
Delaware
|
|
22-3514823
|
(State or other
jurisdiction of
|
|
(I.R.S. Employer
Identification No.)
|
incorporation or
organization)
|
|
|
|
|
|
5
WESTBROOK CORPORATE CENTER, WESTCHESTER, ILLINOIS
|
|
60154
|
(Address of
principal executive offices)
|
|
(Zip Code)
|
CORN PRODUCTS INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
FOR MAPLETON HOURLY EMPLOYEES
(Full title of the plan)
MARY ANN HYNES
Vice President, General Counsel, Corporate Secretary and Chief
Compliance Officer
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)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a small reporting
company. See definitions of large
accelerated filer, accelerated filer and small reporting company in Rule 12b-2
of the Exchange Act. (Check one):
Large
accelerated filer
x
|
Accelerated
filer
o
|
Non-accelerated
filer
o
|
Smaller
reporting company
o
|
(Do not
check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title Of Securities to
be
Registered
|
|
Amount to be Registered
|
|
Proposed Maximum
Offering Price Per Share
|
|
Proposed Maximum
Aggregate Offering Price
|
|
Amount of
Registration Fee
|
|
Common
Stock, $.01 par value
|
|
500,000 shares
|
(1)
|
$
|
24.90
|
(2)
|
$
|
12,250,000
|
(2)
|
$
|
683.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
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.
(2)
Estimated solely for the purpose of
calculating the registration fee required by Section 6(b) of the
Securities Act of 1933, as amended, pursuant to Rule 457(c) and
457(h), based on the average of the high and low share prices of the Common
Stock on July 10, 2009, as reported in the New York Stock Exchange
Composite Quotation System.
PART I
INFORMATION REQUIRED IN 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
filed with the Securities and Exchange Commission (the Commission) by Corn
Products International, Inc. (the Registrant) and the Corn Products
International, Inc. Retirement Savings Plan for Mapleton Hourly Employees
(the Plan) are incorporated herein by reference:
(a)
The Registrants Annual Report on Form 10-K
for the year ended December 31, 2008 filed under the Securities Exchange
Act of 1934, as amended (the Exchange Act) and the Plans Annual Report on Form 11-K
for the year ended December 31, 2008 under the Exchange Act;
(b)
The Registrants Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2009 filed under the Exchange Act;
(c)
The Registrants Current Reports on Form 8-K
filed under the Exchange Act with the Commission on February 2, 2009
(pursuant to Item 5.02(e)); on April 8, 2009 (pursuant to Item 5.02); and
on April 29, 2009 (pursuant to Item 5.02(e)); and
(d)
The description of the common stock, par
value $.01 per share, of the Registrant which is contained in the Registrants
Registration Statement on Form 10/A No. 3 dated December 4, 1997
(File No. 1-13397), including any subsequent amendment or report filed for
the purpose of updating such description.
All documents filed by the Registrant or the Plan 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, it being
understood that any documents filed by the Registrant with the Commission
pursuant to Item 2.02 or 7.01 of Form 8-K shall not be deemed to be
incorporated by reference into this Registration Statement.
2
Any statement contained in an Incorporated Document
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 Incorporated Document modifies or supersedes such 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.
ITEM 5.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
The Registrant is a
Delaware corporation. Section 145
of the General Corporation Law of the State of Delaware, as amended, provides
that under certain circumstances a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at its
request in such capacity in another corporation or business association,
against expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such persons conduct was
unlawful. The statute provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
Article VII of the
Registrants By-Laws provides that the Registrant shall indemnify its directors
and officers and the directors and officers of its subsidiaries against certain
liabilities (including attorneys fees related thereto) that may arise as a
result of such service to the fullest extent permitted by the General
Corporation Law of the State of Delaware as the same exists now or may
hereafter be amended.
The Registrant is also
empowered by Section 102(b)(7) of the General Corporation Law of the
State of Delaware to include a provision in its certificate of incorporation to
limit under certain circumstances a directors liability to the Registrant or
its stockholders for monetary damages for breaches of fiduciary duty as a
director. Article Tenth of the
Registrants Amended and Restated Certificate of Incorporation states that
directors of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the directors duty of loyalty
to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) unlawful dividend payments, stock repurchases or redemptions,
or (iv) for any transaction from which the director derived an improper
personal benefit.
The Registrant maintains
insurance policies under which the directors and officers of the Registrant are
insured, within the limits and subject to the limitations of the policies,
against certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers which could include liabilities under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended.
3
The Registrant has
entered into indemnification agreements with all its officers and directors.
These agreements provide such officers and directors with indemnification
against certain liabilities (including attorneys fees related thereto) that
may arise as a result of such service to the fullest extent permitted by the
General Corporation Law of the State of Delaware as the same exists now or may
hereafter be amended.
ITEM 7.
|
|
EXEMPTION
FROM REGISTRATION CLAIMED
|
Not applicable.
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
4(a)
|
|
Amended and Restated
Certificate of Incorporation of the Registrant (incorporated by reference to
the Registrants Registration Statement on Form 10, as amended (File
No. 1-13397)).
|
|
|
|
4(b)
|
|
Amended By-laws of the
Registrant (incorporated by reference to the Registrants report on
Form 8-K dated March 21, 2007 (File No. 1-13397)).
|
|
|
|
*4(c)
|
|
Corn Products
International, Inc. Retirement Savings Plan for Mapleton Hourly
Employees
|
|
|
|
*5.1
|
|
Opinion of Mary Ann
Hynes
|
|
|
|
*23.1
|
|
Consent of KPMG LLP
|
|
|
|
*23.2
|
|
Consent of Mary Ann
Hynes (included as part of Exhibit 5.1)
|
|
|
|
*24
|
|
Powers of Attorney
|
* Filed herewith.
(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
4
(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 the registration
statement is on Form S-3, 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 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 registrants annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plans 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.
(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.
5
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 Village of Westchester, State of Illinois, on this 16th day
of July 2009.
|
CORN PRODUCTS
INTERNATIONAL, INC.
|
|
|
|
|
|
/s/ Ilene S. Gordon
|
|
Ilene S. Gordon
|
|
Chairman, President and
Chief Executive Officer
|
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 July 16, 2009.
/s/ Ilene S. Gordon
|
|
Chairman, President,
Chief Executive Officer
|
Ilene S. Gordon
|
|
(principal executive
officer)
|
|
|
|
/s/ Cheryl K. Beebe
|
|
Chief Financial Officer
|
Cheryl K. Beebe
|
|
(principal financial
officer)
|
|
|
|
/s/ Robin A. Kornmeyer
|
|
Controller
|
Robin A. Kornmeyer
|
|
(principal accounting
officer)
|
|
|
|
* Richard J. Almeida
|
|
Director
|
Richard J. Almeida
|
|
|
|
|
|
* Luis Aranguren -
Trellez
|
|
Director
|
Luis Aranguren -Trellez
|
|
|
|
|
|
* Paul Hanrahan
|
|
Director
|
Paul Hanrahan
|
|
|
|
|
|
* Karen L. Hendricks
|
|
Director
|
Karen L. Hendricks
|
|
|
|
|
|
* Bernard H. Kastory
|
|
Director
|
Bernard H. Kastory
|
|
|
|
|
|
* Gregory B. Kenny
|
|
Director
|
Gregory B. Kenny
|
|
|
|
|
|
* Barbara A. Klein
|
|
Director
|
Barbara A. Klein
|
|
|
|
|
|
* William S. Norman
|
|
Director
|
William S. Norman
|
|
|
|
|
|
* James M. Ringler
|
|
Director
|
James M. Ringler
|
|
|
* By:
|
/s/ Mary Ann Hynes
|
|
|
Mary Ann Hynes
|
|
|
Attorney-in-fact
|
|
|
The Plan.
Pursuant to the requirements of the
Securities Act of 1933,
the trustees (or other persons who administer the
employee benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, i
n the Village of Westchester, state of
Illinois on July 16, 2009.
|
CORN
PRODUCTS INTERNATIONAL,
INC.
RETIREMENT SAVINGS PLAN FOR
MAPLETON HOURLY EMPLOYEES
|
|
|
|
|
|
By:
|
/s/
John Surowiec
|
|
|
John
Surowiec
|
|
|
Plan Administrator
|
EXHIBIT INDEX
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
4(a)
|
|
Amended and Restated
Certificate of Incorporation of the Registrant (incorporated by reference to
the Registrants Registration Statement on Form 10, as amended (File
No. 1-13397)).
|
|
|
|
4(b)
|
|
Amended By-laws of the
Registrant (incorporated by reference to the Registrants report on Form 8-K
dated March 21, 2007 (File No. 1-13397)).
|
|
|
|
*4(c)
|
|
Corn Products
International, Inc. Retirement Savings Plan for Mapleton Hourly
Employees
|
|
|
|
*5.1
|
|
Opinion of Mary Ann
Hynes
|
|
|
|
*23.1
|
|
Consent of KPMG LLP
|
|
|
|
*23.2
|
|
Consent of Mary Ann
Hynes (included as part of Exhibit 5.1)
|
|
|
|
*24
|
|
Powers of Attorney
|
* Filed herewith.
Corn Products (NYSE:CPO)
Historical Stock Chart
From Jul 2024 to Aug 2024
Corn Products (NYSE:CPO)
Historical Stock Chart
From Aug 2023 to Aug 2024