AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 2002.
REGISTRATION NO. 333-59543
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 3
filed pursuant to Rule 462(d) to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FMC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-0479804
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1735 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 299-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ANDREA E. UTECHT, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FMC CORPORATION
1735 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 299-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
A COPY TO:
PETER S. SARTORIUS, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 963-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time as the Registrant shall determine.
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. [X]
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement on Form
S-3 (File No. 333-59543) of FMC Corporation is filed pursuant to Rule 462(d)
solely to add certain exhibits not previously filed with respect to the
Registration Statement.
II-1
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
Exhibit No. Description
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1.4 Form of Underwriting Agreement relating to Common Stock
5.2 Opinion of Morgan, Lewis & Bockius LLP
15.2 Letter of KPMG LLP regarding Unaudited Interim Financial
Information
23.1.1 Consent of KPMG LLP
23.3 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.2)
All of the foregoing exhibits are filed herewith.
II-2
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, FMC CORPORATION
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PHILADELPHIA,
COMMONWEALTH OF PENNSYLVANIA, ON JUNE 6, 2002.
FMC Corporation
By: /s/ W. Kim Foster
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Name: W. Kim Foster
Title: Senior Vice President and
Chief Financial Officer
EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY CONSTITUTES AND APPOINTS
WILLIAM G. WALTER, W. KIM FOSTER AND THOMAS C. DEAS, JR., AND EACH OR ANY OF
THEM, AS HIS OR HER TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER
OF SUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE AND STEAD, IN ANY
AND ALL CAPACITIES, TO SIGN ANY OR ALL AMENDMENTS OR POST-EFFECTIVE AMENDMENTS
TO THIS REGISTRATION STATEMENT, AND INCLUDING ANY REGISTRATION STATEMENT FOR THE
SAME OFFERING THAT IS TO BE EFFECTIVE UPON FILING PURSUANT TO RULE 462(b) UNDER
THE SECURITIES ACT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER
DOCUMENTS IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION,
GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS AND EACH OF THEM FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY
TO BE DONE, AS FULLY TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT OR COULD DO
IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT EACH SUCH ATTORNEY-IN-FACT
AND AGENT, OR HIS SUBSTITUTE MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
THEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE DATES INDICATED:
SIGNATURE TITLE DATE
--------- ----- ----
Chairman and Chief Executive Officer
and Director
/s/ William G. Walter (Principal Executive Officer)
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William G. Walter June 6, 2002
Senior Vice President and Chief
Financial Officer (Principal
/s/ W. Kim Foster Financial Officer) June 6, 2002
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W. Kim Foster
/s/ Graham R. Wood Vice President and Controller
--- ---------------------------------------- (Principal Accounting Officer) June 6, 2002
Graham R. Wood
/s/ B.A. Bridgewater, Jr. Director June 6, 2002
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B.A. Bridgewater, Jr.
/s/ Patricia A. Buffler Director June 6, 2002
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Patricia A. Buffler
/s/ Albert J. Costello Director June 6, 2002
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Albert J. Costello
/s/ Enrique Sosa Director June 6, 2002
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Enrique Sosa
/s/ Edward J. Mooney Director June 6, 2002
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Edward J. Mooney
/s/ William F. Reilly Director June 6, 2002
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William F. Reilly
/s/ James R. Thompson Director June 6, 2002
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James R. Thompson