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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222 West Las Colinas Blvd., Suite 900N, Irving, Texas
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75039-5421
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Proposed maximum
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Proposed maximum
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Title of
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Amount to be
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offering price per
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aggregate
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Amount of
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securities to be registered
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registered (1)
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share
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offering price
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registration fee
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Series A Common Stock, par value $0.0001 per share
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9,145,018 shares
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$47.81
(2)
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$437,223,311
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$50,106
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(1)
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Number of shares that may be issued by Registrant pursuant to stock options or other stock awards available for future grant under the Company's 2009 Global Incentive Plan, as Amended and Restated April 19, 2012 (Plan). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (Securities Act), this Registration Statement on Form S-8 also shall cover any additional shares of Series A Common Stock (Common Stock) in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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The maximum offering price per share is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on April 19, 2012, which was $47.81.
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*
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The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the 2009 Amended Plan as required by Rule 428(b)(1) of the rules promulgated under the Securities Act of 1933, as amended (Securities Act). 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 and the Note to Part I of Form S-8.
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Exhibit No.
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Description
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4.1
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Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
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4.2
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Third Amended and Restated By-laws, effective as of October 23, 2008 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2008).
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4.3
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Form of certificate of Series A Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-120187) filed with the SEC on January 13, 2005).
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4.4
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Celanese Corporation 2009 Global Incentive Plan, as Amended and Restated, April 19, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 23, 2012).
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5
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Opinion of James R. Peacock III regarding legality of securities being registered.
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23.1
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Consent of Independent Registered Public Accounting Firm of Celanese Corporation, KPMG LLP.
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23.2
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Consent of Independent Auditors of CTE Petrochemicals Company, BDO USA, LLP.
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23.3
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Consent of Independent Auditors of CTE Petrochemicals Company, Deloitte & Touche LLP.
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23.4
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Consent of Independent Auditors of National Methanol Company, BDO Dr. Mohamed AL-Amri & Co.
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23.5
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Consent of Independent Auditors of National Methanol Company, Deloitte & Touche Bakr Abulkhair & Co.
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23.6
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Consent of James R. Peacock III (included in Exhibit 5).
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24
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Power of Attorney (included on signature page hereto).
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CELANESE CORPORATION
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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
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Chief Executive Officer
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Name
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Title
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Date
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/s/ MARK C. ROHR
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Director; Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
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April 25, 2012
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Mark C. Rohr
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/s/ STEVEN M. STERIN
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Senior Vice President and Chief Financial Officer (Principal Financial Officer)
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April 25, 2012
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Steven M. Sterin
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/s/ CHRISTOPHER W. JENSEN
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Senior Vice President, Finance (Principal Accounting Officer)
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April 25, 2012
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Christopher W. Jensen
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/s/ JAMES E. BARLETT
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Director
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April 25, 2012
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James E. Barlett
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Name
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Title
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Date
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/s/ DAVID F. HOFFMEISTER
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Director
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April 25, 2012
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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 25, 2012
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Jay V. Ihlenfeld
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/s/ MARTIN G. MCGUINN
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Director
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April 25, 2012
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Martin G. McGuinn
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/s/ PAUL H. O'NEILL
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Director
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April 25, 2012
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Paul H. O'Neill
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/s/ DANIEL S. SANDERS
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Director
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April 25, 2012
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Daniel S. Sanders
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/s/ FARAH M. WALTERS
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Director
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April 25, 2012
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Farah M. Walters
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/s/ JOHN K. WULFF
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Director
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April 25, 2012
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John K. Wulff
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Exhibit No.
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Description
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4.1
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Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
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4.2
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Third Amended and Restated By-laws, effective as of October 23, 2008 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2008).
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4.3
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Form of certificate of Series A Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-120187) filed with the SEC on January 13, 2005).
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4.4
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Celanese Corporation 2009 Global Incentive Plan, as Amended and Restated, April 19, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 23, 2012).
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5
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Opinion of James R. Peacock III regarding legality of securities being registered.
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23.1
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Consent of Independent Registered Public Accounting Firm of Celanese Corporation, KPMG LLP.
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23.2
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Consent of Independent Auditors of CTE Petrochemicals Company, BDO USA, LLP.
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23.3
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Consent of Independent Auditors of CTE Petrochemicals Company, Deloitte & Touche LLP.
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23.4
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Consent of Independent Auditors of National Methanol Company, BDO Dr. Mohamed Al-Amri & Co.
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23.5
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Consent of Independent Auditors of National Methanol Company, Deloitte & Touche Bakr Abulkhair & Co.
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23.6
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Consent of James R. Peacock III (included in Exhibit 5).
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24
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Power of Attorney (included on signature page hereto).
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