As filed with the Securities and Exchange Commission on March 19, 2004
Registration No. ____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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DELAWARE 22-3514823
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 WESTBROOK CORPORATE CENTER
WESTCHESTER, ILLINOIS 60154
(Address of principal executive offices)
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CORN PRODUCTS INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN AND
CORN PRODUCTS INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES
(Full title of the plan)
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MARCIA E. DOANE, VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
Corn Products International, Inc., 5 Westbrook Corporate Center
Westchester, Illinois 60154 - (708) 551-2600
(Name, address and telephone number, including area code, of agent for service)
Copies to:
JOHN M. O'HARE, SIDLEY AUSTIN BROWN & WOOD LLP
10 South Dearborn Street, Chicago, Illinois 60603 - (312) 853-7454
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
(SHARES) PER SHARE OFFERING PRICE FEE
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Common Stock, $.01 par value (1) 1,000,000 (2) $38.935 (3) $38,935,000 (3) $4,933.07
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(1) Includes 1,000,000 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.
(2) 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 plans described herein.
(3) 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 March 17, 2004.
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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") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2003 filed under the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The description of the Common Stock, $.01 par value, 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
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2003.
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.
None
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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
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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 or
is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereafter a "proceeding"), by
reason of the fact that he, or a person for whom he 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 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 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 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. 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 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.
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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.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index attached hereto.
ITEM 9. UNDERTAKINGS
(a) The 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 the
registration statement or any material change to such
information in the 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 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.
(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
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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.
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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 17th
day of March, 2004.
CORN PRODUCTS INTERNATIONAL, INC.
By: /s/ Samuel C. Scott
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Samuel C. Scott
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 and on the date indicated.
SIGNATURE TITLE(S) DATE SIGNED
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/s/ Samuel C. Scott Chairman, President and Chief Executive Officer March 17, 2004
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Samuel C. Scott
/s/ Cheryl K. Beebe Chief Financial Officer March 17, 2004
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Cheryl K. Beebe
* Director March 19, 2004
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Richard J. Almeida
* Director March 19, 2004
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Luis Aranguren-Trellez
* Director March 19, 2004
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Guenther E. Greiner
* Director March 19, 2004
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Ronald M. Gross
* Director March 19, 2004
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Karen L. Hendricks
* Director March 19, 2004
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Bernard H. Kastory
* Director March 19, 2004
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William S. Norman
* Director March 19, 2004
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James M. Ringler
* Director March 19, 2004
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Clifford B. Storms
* By: /s/ Marcia E. Doane
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Marcia E. Doane, Attorney-in-Fact
The Corn Products International, Inc. Retirement Savings Plan. Pursuant
to the requirement of the Securities Act of 1933, as amended, the Plan
Administrator has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Village of
Westchester and the State of Illinois, on this 18th day of March, 2004.
CORN PRODUCTS INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
By: /s/ John Surowiec
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John Surowiec
Plan Administrator
The Corn Products International, Inc. Retirement Savings Plan for Hourly
Employees. Pursuant to the requirement of the Securities Act of 1933, as
amended, the Plan Administrator has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Westchester and the State of Illinois, on this 18th day of March, 2004.
CORN PRODUCTS INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN FOR
HOURLY EMPLOYEES
By: /s/ John Surowiec
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John Surowiec
Plan Administrator
EXHIBIT INDEX
EXHIBIT
NO. 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, between the Company
and First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to the Company's Registration Statement
on Form 8-A (File No. 1-13397)).
4(d) Corn Products International, Inc. Retirement Savings Plan
(incorporated by reference to the Company's Registration Statement
on Form S-8 filed with the Commission on December 30, 1997 (File No.
333-43479), as amended by Amendments to Corn Products International,
Inc. Retirement Savings Plan (incorporated by reference to the
Company's Registration Statement on Form S-8 filed with the
Commission on February 1, 1999 (File No. 333-71573)).
4(e) Corn Products International, Inc. Retirement Savings Plan for Hourly
Employees (incorporated by reference to the Company's Registration
Statement on Form S-8 filed with the Commission on February 1, 1999
(File No. 333-71573)).
23(a)* Consent of KPMG LLP.
24* Powers of Attorney.
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*Filed herewith