As filed with the Securities and Exchange Commission on May 10, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Celanese Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | | 98-0420726 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 222 W. Las Colinas Blvd., Suite 900N, Irving, TX | | 75039 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Celanese Corporation Amended and Restated 2018 Global Incentive Plan
(Full title of the plan)
A. Lynne Puckett
Senior Vice President, General Counsel and Corporate Secretary
Celanese Corporation
222 W. Las Colinas Blvd., Suite 900N
Irving, TX 75039
(Name and address of agent for service)
(972) 443-4000
(Telephone number, including area code, of agent for service)
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 þ | | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company o |
| | Emerging growth company o |
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 the Securities Act. o
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is filed by Celanese Corporation, a Delaware corporation (the “Company” or the “Registrant”), relating to 1,500,000 shares of its Common Stock, par value $0.0001 per share (the “Common Stock”), issuable to eligible employees, non-employee directors and service providers of the Company under the Celanese Corporation Amended and Restated 2018 Global Incentive Plan dated as of April 20, 2023 (the “2018 Plan”).
The information contained in Registrant's Registration Statements on Form S-8 filed on April 24, 2018 (File Nos. 333-224420, 333-158734 and 333-180932), together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such Registration Statements on Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock offered under the 2018 Plan has been passed upon for the Company by counsel who is a full-time employee of the Company and who participates in the 2018 Plan, Michael R. Sullivan, Vice President, Deputy General Counsel and Assistant Secretary of the Company. As of the date of this Registration Statement, Mr. Sullivan was employed by a subsidiary of the Company and the beneficial owner of less than 0.1% of the Company’s outstanding shares of Common Stock.
Item 8. Exhibits
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Exhibit
Number | | |
| Description |
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| 4.1 | | |
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| 4.1(a) | | |
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| 4.1(b) | | |
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| 4.1(c) | | |
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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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| 24.1* | | |
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Exhibit
Number | | |
| Description |
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| 99.1 | | |
| 107* | | |
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on this 10th day of May, 2023.
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| CELANESE CORPORATION |
| (Registrant) |
| | |
| By: | /s/ SCOTT A. RICHARDSON |
| Name: | Scott A. Richardson |
| Title: | Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lori J. Ryerkerk and Scott A. Richardson, and each of them, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that any such attorney-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with this Form S-8 and any and all amendments hereto, as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that such said attorney-in-fact, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated below.
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| Signature | Title | Date |
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/s/ LORI J. RYERKERK | Chair of the Board of Directors, Chief Executive Officer, President, and a Director (Principal Executive Officer) | May 10, 2023 |
Lori J. Ryerkerk |
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/s/ SCOTT A. RICHARDSON | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | May 10, 2023 |
Scott A. Richardson |
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/s/ AARON M. MCGILVRAY | Vice President, Finance, Controller and Chief Accounting Officer (Principal Accounting Officer) | May 10, 2023 |
Aaron McGilvray |
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/s/ JEAN S. BLACKWELL | Director | May 10, 2023 |
Jean S. Blackwell |
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/s/ WILLIAM M. BROWN | Director | May 10, 2023 |
William M. Brown |
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/s/ EDWARD G. GALANTE | Director | May 10, 2023 |
Edward G. Galante |
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/s/ KATHRYN M. HILL | Director | May 10, 2023 |
Kathryn M. Hill |
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/s/ DAVID F. HOFFMEISTER | Director | May 10, 2023 |
David F. Hoffmeister |
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/s/ JAY V. IHLENFELD | Director | May 10, 2023 |
Jay V. Ihlenfeld |
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/s/ DEBORAH J. KISSIRE | Director | May 10, 2023 |
Deborah J. Kissire |
| | |
/s/ MICHAEL KOENIG | Director | May 10, 2023 |
Michael Koenig |
| | |
| /s/ KIM K.W. RUCKER | Director | May 10, 2023 |
Kim K.W. Rucker |
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|
| Celanese Corporation |
| 222 W. Las Colinas Blvd., Suite 900N |
| Irving, Texas 75039 |
Phone: (972) 443 4000
|
May 10, 2023
Celanese Corporation
222 W. Las Colinas Blvd., Suite 900N
Irving, TX 75039
Re: Celanese Corporation - Registration Statement on Form S-8 - Offering of Shares of Common Stock Pursuant to the Celanese Corporation Amended and Restated 2018 Global Incentive Plan
Ladies and Gentlemen:
I am the Vice President, Deputy General Counsel and Assistant Secretary of Celanese Corporation, a Delaware corporation (the “Company”), and have acted as counsel to the Company in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration under the Securities Act of 1,500,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share, issuable pursuant to the Celanese Corporation Amended and Restated 2018 Global Incentive Plan (the “Plan”).
In connection with this opinion, I have examined the Registration Statement and related prospectus, the Plan, the Certificate of Incorporation and the By-laws of the Company, minutes of the board of directors and committees thereof, and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as I have deemed necessary or advisable to enable me to render the opinion expressed below. I have assumed the genuineness and authenticity of all documents submitted to me as originals and the conformity to originals of all documents submitted to me as copies.
Based upon the foregoing, and subject to the assumptions and qualifications set forth herein, I am of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan, the Registration Statement and related prospectus, against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
This opinion is expressed only with respect to the General Corporation Law of the State of Delaware. I express no opinion to the extent that any other laws are applicable to the subject matter hereof, and express no opinion and provide no assurance as to the compliance with any federal or state securities law, rule or regulation.
This opinion letter speaks only as of the date hereof. I expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.
I consent to the filing of this opinion as an exhibit to the Registration Statement, and I further consent to the use of my name in the Registration Statement. In giving these consents, I do not thereby admit that I am an “expert” or otherwise within the category of persons whose consent is required under the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Michael R. Sullivan
Michael R. Sullivan
Vice President, Deputy General Counsel and
Assistant Secretary of the Company
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Celanese Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
|
| Equity | Common stock, $0.0001 par value per share of Celanese Corporation | Rule 457(a)(2) | 1,500,000(3) | $100.775(2) | $151,162,500.00(2) | $110.20 per $1,000,000 | $16,658.11 |
|
Total Offering Amounts | | $151,162,500.00 | | $16,658.11 |
Total Fee Offsets | | | | $0.00 |
Net Fee Due | | | | $16,658.11 |
(1)Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”), also covers any additional shares of common stock, par value of $0.0001 per share (“Common Stock”), of Celanese Corporation in respect of the securities identified in the above table that may become issuable through the Celanese Corporation Amended and Restated 2018 Global Incentive Plan (the “2018 Plan”) as a result of any stock dividend, stock split, recapitalization or other similar transactions.
(2)Estimated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act. The proposed maximum offering price per share, maximum aggregate offering price and registration fee are based on a price of $100.775 per share of Common Stock, which price is an average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange on May 4, 2023.
(3)Represents 1,500,000 shares of Common Stock reserved for issuance under the 2018 Plan.
