|
|
|
|
|
Delaware
|
|
98-0420726
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Title of Securities
to be Registered
|
Amount to be
Registered (1)
|
Proposed Maximum
Offering Price Per
Share
|
Proposed Maximum
Aggregate
Offering Price (2)
|
Amount of
Registration Fee
|
Series A Common Stock,
par value $0.0001 per share (3)
|
4,000,000 shares
|
$ 49.36
|
$ 197,440,000
|
$ 25,431
|
(1)
|
Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933. The maximum aggregate offering price is based on 4,000,000 shares available for issuance under the plan, multiplied by $49.875, the average of the high and low prices of the Series A Common Stock, par value $0.0001 per share, as reported on The New York Stock Exchange on February 5, 2014, a date that is within five business days prior to filing.
|
(3)
|
This registration statement relates to Series A Common Stock, par value $0.0001 per share, of Celanese Corporation that may be offered and sold to accounts of eligible employees pursuant to the employee benefit plan described herein.
|
|
|
|
|
|
(a)
|
The Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2013
filed with the Commission on
February 7, 2014
;
|
(b)
|
The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2012 filed with the Commission on June 27, 2013; and
|
(c)
|
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 and any amendment or report updating such description.
|
(1)
|
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;
|
(2)
|
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
|
(3)
|
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.
|
Exhibit
Number
|
|
Description
|
|
|
|
4.1
|
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 11, 2011).
|
|
|
|
4.2
|
|
Third Amended and Restated By-laws, effective as of October 23, 2008 (incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on July 19, 2013).
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm of Celanese Corporation, KPMG LLP.
|
|
|
|
23.2*
|
|
Consent of Independent Auditors of CTE Petrochemicals Company, BDO USA, LLP.
|
|
|
|
23.3*
|
|
Consent of Independent Auditors of National Methanol Company, BDO Dr. Mohamed Al-Amri & Co.
|
|
|
|
23.4*
|
|
Consent of Independent Registered Public Accounting Firm of Celanese Americas Retirement Savings Plan, Whitley Penn LLP.
|
|
|
|
24.1*
|
|
Power of Attorney of certain Officers and Directors of Celanese Corporation (contained on signature page hereto).
|
|
|
|
24.2*
|
|
Power of Attorney of Plan Fiduciary relating to the Plan (contained on signature page hereto).
|
|
CELANESE CORPORATION
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
Name:
|
Steven M. Sterin
|
|
Title:
|
Senior Vice President and
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Signature
|
|
Title
|
Date
|
|
|
|
|
|
|
/s/ MARK C. ROHR
|
|
Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
|
February 7, 2014
|
|
Mark C. Rohr
|
|
|
||
|
|
|
|
|
/s/ STEVEN M. STERIN
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
February 7, 2014
|
|
Steven M. Sterin
|
|
|
||
|
|
|
|
|
/s/ CHRISTOPHER W. JENSEN
|
|
Senior Vice President, Finance
(Principal Accounting Officer)
|
February 7, 2014
|
|
Christopher W. Jensen
|
|
|
||
|
|
|
|
|
/s/ JAMES E. BARLETT
|
|
Director
|
February 7, 2014
|
|
James E. Barlett
|
|
|
||
|
|
|
|
|
/s/ EDWARD G. GALANTE
|
|
Director
|
February 7, 2014
|
|
Edward G. Galante
|
|
|
||
|
|
|
|
|
/s/ DAVID F. HOFFMEISTER
|
|
Director
|
February 7, 2014
|
|
David F. Hoffmeister
|
|
|
/s/ JAY V. IHLENFELD
|
|
Director
|
February 7, 2014
|
|
Jay V. Ihlenfeld
|
|
|
||
|
|
|
|
|
/s/ MARTIN G. MCGUINN
|
|
Director
|
February 7, 2014
|
|
Martin G. McGuinn
|
|
|
||
|
|
|
|
|
/s/ DANIEL S. SANDERS
|
|
Director
|
February 7, 2014
|
|
Daniel S. Sanders
|
|
|
||
|
|
|
|
|
/s/ FARAH M. WALTERS
|
|
Director
|
February 7, 2014
|
|
Farah M. Walters
|
|
|
||
|
|
|
|
|
/s/ JOHN K. WULFF
|
|
Director
|
February 7, 2014
|
|
John K. Wulff
|
|
|
|
CELANESE AMERICAS RETIREMENT SAVINGS PLAN
|
|
|
(Plan)
|
|
|
|
|
|
By:
|
/s/ JAMES F. COPPENS
|
|
Name:
|
James F. Coppens
|
|
Title:
|
Celanese Americas Benefits Committee
|
Exhibit
Number
|
|
Description
|
|
|
|
4.1
|
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 11, 2011).
|
|
|
|
4.2
|
|
Third Amended and Restated By-laws, effective as of October 23, 2008 (incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on July 19, 2013).
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm of Celanese Corporation, KPMG LLP.
|
|
|
|
23.2*
|
|
Consent of Independent Auditors of CTE Petrochemicals Company, BDO USA, LLP.
|
|
|
|
23.3*
|
|
Consent of Independent Auditors of National Methanol Company, BDO Dr. Mohamed Al-Amri & Co.
|
|
|
|
23.4*
|
|
Consent of Independent Registered Public Accounting Firm of Celanese Americas Retirement Savings Plan, Whitley Penn LLP.
|
|
|
|
24.1*
|
|
Power of Attorney of certain Officers and Directors of Celanese Corporation (contained on signature page hereto).
|
|
|
|
24.2*
|
|
Power of Attorney of Plan Fiduciary relating to the Plan (contained on signature page hereto).
|