As filed with the Securities and Exchange Commission on November 6, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ALBEMARLE CORPORATION
(Exact name of registrant as specified in its charter)
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VIRGINIA
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2821
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54-1692118
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(State or other jurisdiction of
incorporation or organization)
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(Primary standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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4250 Congress Street, Suite 900
Charlotte, North Carolina 28209
(980) 299-5700
(Address and telephone number of Registrants principal executive offices)
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Scott A. Tozier
Executive Vice President
and Chief Financial Officer
4250 Congress Street, Suite 900
Charlotte, North Carolina 28209
(980) 299-5700
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Karen G. Narwold, Esq.
Executive Vice President, Chief Administrative
Officer, Corporate Secretary and General Counsel
4250 Congress Street, Suite 900
Charlotte, North Carolina 28209
(980) 299-5700
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(Name, address and telephone number of agent for service)
with a copy to:
Lisa L. Jacobs, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
Approximate date of
commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price(1)
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee(1)
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Common Stock, par value $0.01 per share
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Preferred Stock
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Debt Securities
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Warrants to Purchase Debt Securities
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Warrants to Purchase Common Stock
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Units(3)
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(1)
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The registrants are registering an indeterminate amount of securities of each identified class for offer and
sale from time to time at indeterminate offering prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities. In
accordance with Rules 456(b) and 457(r), the registrants are deferring payment of all of the registration fee and will pay the registration fee subsequently in advance or on a pay-as-you-go basis.
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(2)
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Each unit will be issued under a unit agreement or indenture and will represent an interest in one or more debt
securities, shares of preferred stock, shares of common stock, warrants to purchase debt securities, warrants to purchase common stock as well as debt or equity securities of third parties, in any combination, which may or may not be separable from
one another.
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