| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
| Proposed Maximum | Proposed Maximum | |||||||||||||||||||||
| Title of Each Class of | Amount to be | Offering Price Per | Aggregate | Amount of | ||||||||||||||||||
| Securities to be Registered | Registered | Share (1) | Offering Price (1) | Registration Fee (1) | ||||||||||||||||||
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Celanese Corporation
Deferred Compensation Plan
Obligations (2)
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$ | 10,000,000 | 100 | % | $ | 10,000,000 | $ | 558.00 | ||||||||||||||
| (1) | Estimated solely for the purpose of the registration fee pursuant to Rule 457(h) under the Securities Act. | |
| (2) | The Celanese Corporation Deferred Compensation Plan Obligations are unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of its Celanese Corporation Deferred Compensation Plan. |
| * | Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8. |
| (a) | The Company’s annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, containing audited financial statements for the Company’s fiscal year ended December 31, 2008, as filed with the Commission on February 13, 2009; and |
| (b) | All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2008, including the Company’s Current Reports on Form 8-K filed with the Commission on January 6, 2009; January 21, 2009; January 26, 2009; February 2, 2009; February 12, 2009; March 2, 2009; March 10, 2009; March 27, 2009; and April 3, 2009. |
•
for breach of duty of loyalty;
•
for acts or omissions not in good faith or involving intentional misconduct or
knowing violation of law;
•
under Section 174 of the DGCL (unlawful dividends or stock repurchases and
redemptions); or
•
for transactions from which the director derived improper personal benefit.
Table of Contents
Exhibit No.
Description
4.1
4.2
5.1
10.1
10.2
23.1
23.2
24
1.
The Company hereby undertakes:
(a)
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;
(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 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 a 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 this Registration Statement or any
material change to such information in this Registration Statement;
provided
,
however
, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if 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;
(b)
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; and
Table of Contents
(c)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
Table of Contents
CELANESE CORPORATION
(Registrant)
By:
/s/ David N. Weidman
David N. Weidman
Chairman of the Board of Directors and Chief Executive Officer
(Principal executive officer)
Table of Contents
Name
Title
Date
/s/ David N. Weidman
Chairman of the Board of
Directors and Chief Executive
Officer
(Principal Executive Officer)
April 23, 2009
/s/
Steven M. Sterin
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
April 23, 2009
/s/
Christopher W. Jensen
Vice President and Corporate
Controller
(Principal Accounting Officer)
April 23, 2009
/s/
James E. Barlett
Director
April 23, 2009
/s/
David F. Hoffmeister
Director
April 23, 2009
/s/
Martin G. McGuinn
Director
April 23, 2009
/s/
Paul H. O’Neill
Director
April 23, 2009
/s/ Mark C. Rohr
Director
April 23, 2009
Table of Contents
Name
Title
Date
/s/
Daniel S. Sanders
Director
April 23, 2009
/s/
Farah M. Walters
Director
April 23, 2009
/s/
John K. Wulff
Director
April 23, 2009
Table of Contents
Exhibit No.
Description
4.1
4.2
5.1
10.1
10.2
23.1
23.2
24
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Direct Dial
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Client Matter No. | |
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(212) 351-4000
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C 19783-00017 | |
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Fax No.
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(212) 351-4035
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Re:
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Offering of Deferred Compensation Obligations pursuant to the Celanese Corporation Deferred Compensation Plan |
| 1. | Sections 5.1 and 5.2 are deleted and replaced with the following: |
| 5.1 | Change in Control Benefit . Notwithstanding anything herein to the contrary, a Participant shall receive his or her Account Balance from the Company in the form of a lump sum payment in the event that a Change in Control occurs prior to the Participant’s Separation from Service, Disability or death (the “Change in Control Benefit”). The Benefit Distribution Date for the Change in Control Benefit shall be the date on which the Change in Control occurs. | ||
| 5.2 | Payment of Change in Control Benefit . The Change in Control Benefit shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee, and paid to the Participant no later than 30 days after the Participant’s Benefit Distribution Date. |
| 2. | The following subparagraph (d) is added to Section 6.2: |
| (d) | If a Participant’s vested Account Balance does not exceed $15,000 at the time the Participant Separates from Service under this Article 6, then notwithstanding the foregoing provisions of this Article 6 or any election by the Participant to the contrary, the Participant’s vested Account Balance shall be paid to the Participant in a lump sum no later than 60 days after the Benefit Distribution Date described in Section 6.1(a). The provisions of this Section 6.2(d) shall not apply to the Participant’s vested Account Balance unless the Participant’s vested Account Balance and his or her interest in all other plans, agreements, methods, programs or arrangements that must be aggregated under Treasury |
| Regulation Section 1.409A-1(c)(2) do not exceed $15,000 on an aggregated basis, and all such other interests are terminated and liquidated in their entirety at the same time as the lump sum payment under this Section 6.2(b). |
| 3. | The following sentence is added to Section 12.2: |
| In addition, the Committee may amend the Plan to the extent necessary to accept a transfer of benefit liabilities from the Celanese Americas Supplemental Retirement Savings Plan and to incorporate that plan’s eligibility, benefit and payment provisions in the event that Celanese Americas Corporation approves a transfer of the Celanese Americas Supplemental Retirement Savings Plan’s benefits and liabilities to this Plan. |
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CELANESE CORPORATION DEFERRED
COMPENSATION PLAN COMMITTEE |
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| For the Committee | ||||||
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By: | /s/ Patrick Carroll | ||||
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Patrick Carroll | |||||
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ATTEST:
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/s/ Jan Dean | |||
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Jan Dean |