As filed with the Securities and Exchange Commission on April 30, 2007
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
TENNECO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0515284
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
500 NORTH FIELD DRIVE
LAKE FOREST, ILLINOIS 60045
(Address of principal executive offices, Zip Code)
----------
RESTRICTED STOCK AGREEMENT BETWEEN TENNECO INC. AND GREGG SHERRILL
(Full title of the plan)
----------
J. JEFFREY ZIMMERMAN
VICE PRESIDENT - LAW AND CORPORATE SECRETARY
500 NORTH FIELD DRIVE
LAKE FOREST, ILLINOIS 60045
(Name and address of agent for service)
(847) 482-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
TITLE OF EACH AMOUNT OFFERING AGGREGATE OF
CLASS OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED(1) SHARE(2) PRICE(2) FEE
--------------------------------------------------------------------------------
Common Stock, $0.01
par value 125,000 $30.84 $3,855,000 $118.35
Preferred Share Purchase
Rights 625,000 (3) (3) (3)
================================================================================
(1) This registration statement shall, in accordance with Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"), be deemed to
cover such additional shares as may be issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the amount of the registration
fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act and computed on the basis of the average of the high and low sales
prices per share of the Registrant's common stock, as reported on The New
York Stock Exchange on April 26, 2007.
(3) The preferred share purchase rights initially are attached to and trade
with the shares of common stock being registered hereby. Value attributable
to such rights, if any, is reflected in the market price of the common
stock.
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below have been filed with the Securities and Exchange
Commission (the "Commission") by Tenneco Inc. (the "Company" or "Registrant")
and (with the exception of any portion of such documents deemed furnished but
not filed pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2006;
(2) The Company's Current Reports on Form 8-K, filed with the Commission on
January 5, 2007, January 16, 2007, January 30, 2007, February 15, 2007, February
20, 2007, February 21, 2007, March 1, 2007, March 9, 2007, March 12, 2007, March
22, 2007 and April 26, 2007; and
(3) The description of the Company's common stock, $0.01 par value,
contained in the Company's Registration Statement on Form 10 (File No. 1-12387)
originally filed with the Commission on October 30, 1996, and the description of
the preferred share purchase rights contained in the Company's Registration
Statement on Form 8-A (File No. 1-12387) originally filed with the Commission on
September 17, 1998, in each case including all amendments or reports filed for
the purpose of updating the description included therein.
In addition, all documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing by the Company of a post-effective amendment that indicates
that all securities offered hereby have been sold, or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statements so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
1
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
LIMITS ON DIRECTOR LIABILITY
The restated certificate of incorporation of the Registrant, as amended,
provides that a director of the Registrant will not be liable to the company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as the same exists or may hereafter be
amended.
Further, the certificate of incorporation provides that any amendment,
modification or repeal of the provision referenced in the preceding sentence
will not adversely affect any right or protection of a director with respect to
any act or omission occurring prior to the time of such amendment, modification
or repeal.
This provision does not eliminate a director's fiduciary duty of care and,
in appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, the provision will not limit or eliminate the liability of a director
for: (i) breach of the director's duty of loyalty to the company or its
stockholders; (ii) acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of law; (iii) any transaction from
which the director derived an improper personal benefit; and (iv) payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws.
Reference is made to Section 102(b)(7) of the DGCL.
The Registrant has in force an insurance policy that purports to insure the
officers and directors of the company against certain liabilities incurred by
them in the discharge of their functions as officers and directors, within the
limits and subject to the limitations of the policy.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL provides, among other things, that a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding (other
than an action by or in the right of the corporation) by reason of the fact that
the person is or was a director, officer, agent or employee of the corporation
or is or was serving at the corporation's request as a director, officer, agent,
or employee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
2
connection with such action, suit or proceeding. The power to indemnify applies
(a) if such person is successful on the merits or otherwise in defense of any
action, suit or proceeding or (b) if such person acted in good faith and in a
manner he reasonably believed to be in the best interest, or not opposed to the
best interest, of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense expenses (including
attorneys' fees but excluding amounts paid in settlement) actually and
reasonably incurred and not to any satisfaction of judgment or settlement of the
claim itself, and with the further limitation that in such actions no
indemnification will be made in the event of any adjudication of negligence or
misconduct in the performance of duties to the corporation, unless the court
believes that in light of all the circumstances indemnification should apply.
Section 174 of the DGCL provides, among other things, that a director, who
willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for those actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time may avoid liability by causing his or her dissent to the
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time the actions occurred or immediately after the
absent director receives notice of the unlawful acts.
In accordance with Section 145 and Section 174 of the DGCL, Article IV,
Section 13 of the Registrant's Amended and Restated Bylaws provide as follows:
(1) The corporation shall indemnify and hold harmless, to the fullest
extent permitted by applicable law as it presently exists or may hereafter
be amended, any person (an "Indemnittee") who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including appeals (a "proceeding"), by reason of the fact that he, or a
person for whom he is the legal representative, is or was a director or
officer of the corporation or, while a director of officer of the
corporation is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or nonprofit entity,
including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys' fees)
reasonably incurred by such Indemnitee. Notwithstanding the preceding
sentence, except as otherwise provided in paragraph (3) of this Section 13,
the corporation shall be required to indemnify an Indemnitee in connection
with a proceeding (or part thereof) commenced by such Indemnitee only if
the commencement of such proceeding (or part thereof) by the Indemnitee was
authorized by the Board.
(2) The corporation shall pay the expenses (including attorneys' fees)
incurred by an Indemnitee in defending any proceeding in advance of its
3
final disposition, provided, however, that, to the extent required by law,
such payment of expenses in advance of the final disposition of the
proceeding shall be made only upon receipt of an undertaking by the
Indemnitee to repay all amounts advanced if it should be ultimately
determined that the Indemnitee is not entitled to be indemnified under this
Section 13 or otherwise.
(3) If a claim for indemnification or payment of expenses under this
Section 13 is not paid in full within thirty days after a written claim
therefor by the Indemnittee has been received by the corporation, the
Indemnitee may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action the corporation shall have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.
(4) The rights conferred on any Indemnitee by this Section 13 shall not be
exclusive of any other rights which such Indemnitee may have or hereafter
acquire under any statute, provision of the Restated Certificate of
Incorporation, these By-Laws, agreement, vote of stockholders or
disinterested directors or otherwise.
(5) The corporation's obligation, if any, to indemnify or to advance
expenses to any Indemnitee who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or nonprofit entity shall be reduced by an
amount such Indemnitee may collect as indemnification or advancement of
expenses from such other corporation, partnership, joint venture, trust
enterprise or nonprofit enterprise.
(6) Any repeal or modification of the foregoing provisions of this Section
13 shall not adversely affect any right or protection hereunder of any
Indemnitee in respect of any act or omission occurring prior to the time of
such repeal or modification.
(7) This Section 13 shall not limit the right of the corporation, to the
extent and in the manner permitted by law, to indemnify and to advance
expenses to persons other than Indemnitees when as authorized by
appropriate corporate action.
In addition, several of the Registrant's directors have entered into
separate contractual indemnity arrangements with the company. These arrangements
provide for indemnification and the advancement of expenses to these directors
in circumstances and subject to limitations substantially similar to those
described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
ITEM 8. EXHIBITS.
Incorporated by reference to the Exhibit Index attached hereto.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the 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;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement;
(2) 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
(3) 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and
5
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant 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 Lake Forest, Illinois, on this 30th day of April, 2007.
TENNECO INC.
By: /s/ J. JEFFREY ZIMMERMAN
------------------------------------
J. Jeffrey Zimmerman
Vice President - Law and Corporate
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints J. Jeffrey Zimmerman, Kenneth R.
Trammell and Paul D. Novas and each or any one of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto, and all other documents in
connection therewith and all instruments necessary, appropriate or advisable to
enable the Company to comply with the Securities Act of 1933 and other federal
and state securities laws, in connection with the Restricted Stock Agreement
between Tenneco Inc. and Gregg Sherrill and to file any such documents or
instruments with the Securities and Exchange Commission, and to do and perform
each and every act and thing requisite and necessary to be done, as fully and
for all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them or
their 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 indicated.
Signature Title Date
--------- ----- ----
/s/ GREG SHERRILL Chairman and Chief Executive April 30, 2007
------------------------------ Officer
Gregg Sherrill (principal executive officer)
/s/ KENNETH R. TRAMMELL Executive Vice President and April 30, 2007
------------------------------ Chief Financial Officer
Kenneth R. Trammell (principal financial officer)
/s/ PAUL D. NOVAS Vice President and Controller
------------------------------ (principal accounting officer) April 30, 2007
Paul D. Novas
/s/ PAUL T. STECKO Director April 30, 2007
------------------------------
Paul T. Stecko
/s/ CHARLES W. CRAMB Director April 30, 2007
------------------------------
Charles W. Cramb
/s/ M. K. EICKHOFF-SMITH Director April 30, 2007
------------------------------
M. K. Eickhoff-Smith
/s/ FRANK E. MACHER Director April 30, 2007
------------------------------
Frank E. Macher
/s/ ROGER B. PORTER Director April 30, 2007
------------------------------
Roger B. Porter
/s/ DAVID B. PRICE, JR. Director April 30, 2007
------------------------------
David B. Price, Jr.
/s/ DENNIS G. SEVERANCE Director April 30, 2007
------------------------------
Dennis G. Severance
/s/ MITSUNOBU TAKEUCHI Director April 30, 2007
------------------------------
Mitsunobu Takeuchi
/s/ JANE L. WARNER Director April 30, 2007
------------------------------
Jane L. Warner
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
4.1(a) Restated Certificate of Incorporation, dated December 11, 1996
(incorporated herein by reference to Exhibit 3.1(a) of the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1997, File No. 1-12387).
4.1(b) Certificate of Amendment, dated December 11, 1996 (incorporated herein
by reference from Exhibit 3.1(c) of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997, File No. 1-12387).
4.1(c) Certificate of Ownership and Merger, dated July 8, 1997 (incorporated
herein by reference from Exhibit 3.1(d) of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997, File No.
1-12387).
4.1(d) Certificate of Designation of Series B Junior Participating Preferred
Stock dated September 9, 1998 (incorporated herein by reference from
Exhibit 3.1(d) of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998, File No. 1-12387).
4.1(e) Certificate of Elimination of the Series A Participating Junior
Preferred Stock of the registrant dated September 11, 1998
(incorporated herein by reference from Exhibit 3.1(e) of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, File No. 1-12387).
4.1(f) Certificate of Amendment to Restated Certificate of Incorporation of
the registrant dated November 5, 1999 (incorporated herein by
reference from Exhibit 3.1(f) of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387).
4.1(g) Certificate of Amendment to Restated Certificate of Incorporation of
the registrant dated November 5, 1999 (incorporated herein by
reference from Exhibit 3.1(g) of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387).
4.1(h) Certificate of Ownership and Merger merging Tenneco Automotive Merger
Sub Inc. with and into the registrant, dated November 5, 1999
(incorporated herein by reference from Exhibit 3.1(h) of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, File No. 1-12387).
4.1(i) Certificate of Amendment to Restated Certificate of Incorporation of
the registrant dated May 9, 2000 (incorporated herein by reference
from
Exhibit 3.1(i) of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000, File No. 1-12387).
4.1(j) Certificate of Ownership and Merger merging Tenneco Inc. with and into
the registrant, dated October 27, 2005 (incorporated herein by
reference from Exhibit 99.1 of the Registrant's Current Report on Form
8-K dated October 28, 2005, File No. 1-12387).
4.2 Amended and Restated Bylaws (incorporated herein by reference to
Exhibit 3 to the Registrant's Current Report on Form 8-K dated July
10, 2006, File No. 1-12387).
4.3 Specimen stock certificate for Tenneco Inc. common stock (incorporated
herein by reference from Exhibit 4.3 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 2006, File No. 1-12387).
4.4(a) Rights Agreement, dated as of September 9, 1998, by and between the
Registrant and First Chicago Trust company of New York, as Rights
Agent (incorporated herein by reference from Exhibit 4.1 of the
Registrant's Current Report on Form 8-K dated September 24, 1998, File
No. 1-12387).
4.4(b) Amendment No. 1 to Rights Agreement, dated March 14, 2000, by and
between the Registrant and First Chicago Trust Company of New York, as
Rights Agent (incorporated herein by reference from Exhibit 4.1(b) of
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, File No. 1-12387).
4.4(c) Amendment No. 2 to Rights Agreement, dated February 5, 2001, by and
between the Registrant and First Union National Bank, as successor
Rights Agent (incorporated herein by reference from Exhibit 4.4 of the
Registrant's Post-Effective Amendment No. 3, dated February 26, 2001,
to its Registration Statement on Form 8-A dated September 17, 1998,
File No. 1-12387).
4.4(d) Amendment No. 3 to Rights Agreement, dated as of November 13, 2006, by
and between the Registrant and Wells Fargo Bank, N.A., as successor
Rights Agent (incorporated herein by reference from Exhibit 99.2 of
the Registrant's Current Report on Form 8-K dated November 13, 2006,
File No. 1-12387).
*5 Opinion of Mayer, Brown, Rowe & Maw, LLP, regarding the legality of
the common stock being registered.
*23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibit 5).
24 Power of Attorney (included on the signature pages to this
registration statement).
----------
* Filed herewith.