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Delaware
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98-0420726
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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Title of Securities
to be Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price Per
Share (2)
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Proposed Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Series A Common Stock,
par value $0.0001 per share
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2,500,000 shares
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$111.38
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$278,450,000.00
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$ 34,667.02
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares that may be issued under the compensatory stock plan described herein because of any future stock split, stock dividend or similar adjustment in the Company’s Series A Common Stock, par value $0.0001 per share (“Common Stock”), effected without receipt of consideration that increases the number of shares of Common Stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act. The maximum aggregate offering price is based on 2,500,000 shares available for issuance under the plan, multiplied by $111.38, the average of the high and low prices of the Common Stock as reported on The New York Stock Exchange on April 20, 2018, a date that is within five business days prior to filing.
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*
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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.
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(a)
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the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017
filed with the Commission on
February 9, 2018
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(b)
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t
he Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the SEC on April 17, 2018 and the Company's Current Reports on Form 8-K filed on February 20, 2018, March 20, 2018 and April 20, 2018; and
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(c)
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the description of the Company’s Series A Common Stock, par value $0.0001 per share, contained in the Company’s Form 8-A filed on January 18, 2005 (file number 001-32410) and any amendment or report updating such description.
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(1)
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to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith;
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(2)
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the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and
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(3)
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the corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.
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Exhibit
Number
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Description
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4.1
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4.1(a)
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4.2
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4.3
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5.1*
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23.1*
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23.2*
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23.3*
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23.4*
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24.1*
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99.1
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(a)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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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
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(iii)
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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;
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(b)
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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
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(c)
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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.
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CELANESE CORPORATION
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(Registrant)
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By:
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/s/ MARK C. ROHR
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Name:
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Mark C. Rohr
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Title:
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Chairman of the Board of Directors and
Chief Executive Officer
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(Principal Executive Officer)
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Signature
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Title
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Date
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/s/ MARK C. ROHR
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Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
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April 24, 2018
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Mark C. Rohr
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/s/ SCOTT A. RICHARDSON
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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April 24, 2018
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Scott A. Richardson
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/s/ BENITA M. CASEY
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Vice President - Finance, Controller and Chief Accounting Officer
(Principal Accounting Officer)
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April 24, 2018
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Benita M. Casey
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/s/ JEAN S. BLACKWELL
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Director
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April 24, 2018
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Jean S. Blackwell
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/s/ WILLIAM M. BROWN
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Director
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April 24, 2018
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William M. Brown
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/s/ BENNIE W. FOWLER
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Director
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April 24, 2018
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Bennie W. Fowler
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/s/ EDWARD G. GALANTE
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Director
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April 24, 2018
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Edward G. Galante
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/s/ KATHRYN M. HILL
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Director
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April 24, 2018
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Kathryn M. Hill
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/s/ DAVID F. HOFFMEISTER
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Director
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April 24, 2018
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David F. Hoffmeister
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/s/ JAY V. IHLENFELD
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Director
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April 24, 2018
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Jay V. Ihlenfeld
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/s/ JOHN K. WULFF
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Director
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April 24, 2018
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John K. Wulff
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Celanese Corporation
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222 W. Las Colinas Blvd., Suite 900N
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Irving, Texas 75039
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Phone: (972) 443 4000
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Re:
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Celanese Corporation - Registration Statement on Form S-8 - Offering of Shares of Series A Common Stock Pursuant to the Celanese Corporation 2018 Global Incentive Plan
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