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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-8135
SIGMA-ALDRICH CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 43-1050617
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3050 Spruce Street, St. Louis, Missouri 63103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-771-5765
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Aggregate market value of the voting stock held by non-affiliates
of the Registrant:
$4,030,403,488 March 6, 1998
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Value Date of Valuation
Number of shares of the registrant's common stock, $1.00 par
value, outstanding as of March 6, 1998 was 100,486,867.
The following documents are incorporated by reference in the Parts of
Form 10-K indicated below:
Parts of Form 10-K into which
Documents Incorporated by Reference Incorporated
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Pages 12-27 of the Annual Report to
Shareholders for the year ended
December 31, 1997 Parts I, II and IV
Proxy Statement for the 1998 Annual
Meeting of Shareholders Part III
The Index to Exhibits is located on page F-3 of this report.
This document contains forward-looking statements which involve assumptions
regarding Company operations and future prospects. Although the Company
believes its expectations are based on reasonable assumptions, such
statements are subject to risk and uncertainty, including, among others,
certain economic, political and technology factors. Caution should be
taken that these factors could cause the actual results to differ from those
stated or implied in this and other Company communications.
PART I
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Item 1. Business.
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Sigma-Aldrich Corporation (hereinafter referred to as the
"Company", which term includes all consolidated subsidiaries of the
Company) has two lines of business: the production and sale of a broad
range of biochemicals, organic and inorganic chemicals, radiolabeled
chemicals, diagnostic reagents, chromatography products and related
products (hereinafter referred to as "chemical products"), and the
manufacture and sale of metal components for strut, cable tray, pipe
support, telecommunication systems and electrical enclosures
(hereinafter referred to as "metal products" or "B-Line"). Its
principal executive offices are located at 3050 Spruce Street, St.
Louis, Missouri 63103.
The Company was incorporated under the laws of the State of
Delaware in May 1975. Effective July 31, 1975 ("Reorganization"), the
Company succeeded, as a reporting company, Sigma International, Ltd.,
the predecessor of Sigma Chemical Company ("Sigma"), and Aldrich
Chemical Company, Inc. ("Aldrich"), both of which had operated
continuously for more than 20 years prior to the Reorganization.
Effective December 9, 1980, B-Line Systems, Inc.("B-Line"), previously
a subsidiary of Sigma, became a subsidiary of the Company.
Effective May 5, 1993, the Company acquired the net assets and
business of Supelco, Inc.("Supelco"), a worldwide supplier of
chromatography products used in chemical research and production, from
Rohm and Haas Company.
(a) Chemical Products.
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1) Products:
The Company distributes approximately 83,000 chemical products
for use primarily in research and development, in the diagnosis of
disease, and as specialty chemicals for manufacturing. In laboratory
applications, the Company's products are used in the fields of
biochemistry, synthetic chemistry, quality control and testing,
immunology, hematology, pharmacology, microbiology, neurology and
endocrinology and in the studies of life processes. Sigma diagnostic
products are used in the detection of heart, liver and kidney diseases
and various metabolic disorders. Certain of these diagnostic products
are used in measuring concentrations of various naturally occurring
substances in the blood, indicative of certain pathological
conditions. The diagnostic products are used in manual, semi-
automated and automated testing procedures. The Company also offers,
through a partnership with Amelung (a German manufacturer), analyzers
that measure blood clotting. Supelco offers a full line of
chromatography products and application technologies for analyzing and
separating complex chemical mixtures. The line includes items for the
collection and preparation of various samples for further chemical
analysis, gas and liquid chromatography, reference standards and
related laboratory products. In June 1997 Sigma-Aldrich entered into a
partnership with AlliedSignal (75% Sigma-Aldrich, 25% AlliedSignal),
whereby Sigma-Aldrich agreed to sell and market Riedel-de Haen
laboratory chemicals. Riedel-de Haen is a major European supplier of
laboratory products. These products complement the Company's
existing range of high quality research products and are expected
to strengthen its market position.
Aldrich also offers approximately 75,000 esoteric chemicals as a
special service to customers interested in screening them for
application in many areas (such as medicine and agriculture). This
area accounts for less than 1% of the Company's sales.
Because of continuing developments in the field of research,
there can be no assurance of a continuing market for each of the
Company's products. However, through a continuing review of technical
literature, along with constant communications with customers, the
Company keeps abreast of the trends in research and diagnostic
techniques. This information, along with its own research technology,
determines the Company's development of improved and/or additional
products.
2) Production and Purchasing:
The Company has chemical production facilities in Milwaukee and
Sheboygan, Wisconsin (Aldrich); St. Louis, Missouri (Sigma);
Bellefonte, Pennsylvania (Supelco); Germany (Aldrich Chemie GmbH & Co.
K.G., RdH Laborchemikalien GmbH and Co., K.G.); Israel (Sigma Israel
Chemicals Ltd.); Switzerland (Fluka Chemie AG, "Fluka"), and
the United Kingdom (Sigma-Aldrich Company Ltd.). A minor amount of
production is done by some of the Company's other subsidiaries.
Biochemicals and diagnostic reagents are primarily produced by
extraction and purification from yeasts, bacteria and other naturally
occurring animal and plant sources. Organic and inorganic chemicals
and radiolabeled chemicals are primarily produced by synthesis.
Chromatography media and columns are produced using proprietary
chemical synthesis and proprietary preparation processes. Similar
processes are used for filtration and sample collection processes.
Of the approximately 83,000 products listed in the Sigma,
Aldrich, Fluka, Riedel-de Haen and Supelco catalogs, the Company
produced approximately 35,000 which accounted for 46% of the net sales
of chemical products for the year ended December 31, 1997. The
remainder of products were purchased from a large number of sources
either under contract or in the open market.
No one supplier accounts for as much as 10% of the Company's
chemical purchases. The Company has generally been able to obtain
adequate supplies of products and materials to meet its needs.
Whether a product is produced by the Company or purchased from
outside suppliers, it is subjected to quality control procedures,
including the verification of purity, prior to final packaging. This
is done by a combined staff of approximately 280 chemists and lab
technicians utilizing sophisticated scientific equipment.
3) Distribution and Sales:
The Company markets its chemical products through separate sales
and marketing units for research, fine chemicals and diagnostics and
distributes over 2,800,000 comprehensive catalogs for the Sigma,
Aldrich, Fluka, Riedel-de Haen and Supelco brands to customers and
potential customers throughout the world. This is supplemented by
certain specialty catalogs, by advertising in chemical and other
scientific journals, by direct mail distribution of in-house publications
and special product brochures and by personal visits by sales and technical
representatives with customers.
For customer convenience, Sigma packages approximately 250
combinations of certain individual products in diagnostic kit form. A
diagnostic kit contains products which, when used in a series of
manual and/or automated testing procedures, aid in detecting
particular conditions or diseases. Diagnostic products accounted for
approximately 10% of the Company's sales of chemical products in the
year ended December 31, 1997.
During the year ended December 31, 1997, products were sold to
approximately 145,000 customers, including hospitals, universities and
clinical laboratories as well as private and governmental research
laboratories. The majority of the Company's sales are small orders in
laboratory quantities averaging approximately $225. The Company also
makes its chemical products available in larger-than-normal laboratory
quantities for use in manufacturing. Sales of these products
accounted for approximately 15% of chemical sales in 1997. During the
year ended December 31, 1997, no one customer and no one product
accounted for more than 1% of the net sales of chemical products.
Customers and potential customers, wherever located, are
encouraged to contact the Company by telephone ("collect" or on
"toll-free" WATS lines) or via our homepage on the World Wide Web for
technical staff consultation or for placing orders. Order processing,
shipping, invoicing and product inventory are computerized. Shipments
are made seven days a week from St. Louis, six days a week from
Milwaukee, United Kingdom, Germany, Israel and Japan and five days a
week from all other locations. The Company strives to ship its
products to customers on the same day an order is received and carries
significant inventories to maintain this policy.
4) International Operations:
In the year ended December 31, 1997, 55% of the Company's net
sales of chemical products were to customers located in foreign
countries. These sales were made directly by Sigma, Aldrich, Fluka,
Riedel-de Haen and Supelco, through distributors and by subsidiaries
organized in Argentina, Australia, Austria, Belgium, Brazil, Canada, Czech
Republic, Finland, France, Germany, Greece, Hungary, India, Ireland,
Israel, Italy, Japan, Mexico, The Netherlands, Norway, Poland, Russia,
Singapore, South Africa, South Korea, Spain, Sweden, Switzerland and
United Kingdom. Several foreign subsidiaries also have production
facilities.
For sales with final destinations in an international market, the
Company has a Foreign Sales Corporation ("FSC") subsidiary which
provides certain Federal income tax advantages. The effect of the tax
rules governing the FSC is to lower the effective Federal income tax
rate on export income. The Company intends to continue to comply with
the provisions of the Internal Revenue Code relating to FSCs.
The Company's international operations and domestic export sales
are subject to currency revaluations, changes in tariff restrictions
and restrictive regulations of foreign governments, among other
factors inherent in these operations. The Company is unable to
predict the extent to which its business may be affected in the future
by these matters. During the year ended December 31, 1997,
approximately 15% of the Company's domestic operations' chemical
purchases were from international suppliers. Additional information
regarding international operations is included in Note 10 to the
consolidated financial statements on pages 24 and 25 of the 1997
Annual Report which is incorporated herein by reference.
5) Patents and Trademarks:
The Company's patents are not material to its operations. The
Company's significant trademarks are the brand names, "Sigma",
"Aldrich", "Fluka", "Riedel-de Haen", "Supelco" and "B-Line" and
marketing units, "Sigma-Aldrich Research", "Sigma-Aldrich Fine
Chemicals" and "Sigma Diagnostics". Their related logos, which have
various expiration dates, are expected to be renewed indefinitely.
6) Regulations:
The Company engages principally in the business of selling
products which are not foods or food additives, drugs or cosmetics
within the meaning of the Federal Food, Drug and Cosmetic Act, as
amended (the "Act"). A limited number of the Company's products,
including in-vitro diagnostic reagents, are subject to labeling,
manufacturing and other provisions of the Act. The Company believes
it is in compliance in all material respects with the applicable
regulations.
The Company believes that it is in compliance in all material
respects with Federal, state and local regulations relating to the
manufacture, sale and distribution of its products. The following are
brief summaries of some of the Federal laws and regulations which may
have an impact on the Company's business. These summaries are only
illustrative of the extensive regulatory requirements of the Federal,
state and local governments and are not intended to provide the
specific details of each law or regulation.
The Clean Air Act (CAA), as amended, and the regulations
promulgated thereunder, regulates the emission of harmful pollutants
to the air outside of the work environment. Federal or state
regulatory agencies may require companies to acquire permits, perform
monitoring and install control equipment for certain pollutants.
The Clean Water Act (CWA), as amended, and the regulations
promulgated thereunder, regulates the discharge of harmful pollutants
into the waters of the United States. Federal or state regulatory
agencies may require companies to acquire permits, perform monitoring
and to treat waste water before discharge to the waters of the United
States or a Publicly Owned Treatment Works (POTW).
The Occupational Safety and Health Act of 1970 (OSHA), including
the Hazard Communication Standard ("Right to Know"), and the
regulations promulgated thereunder, requires the labeling of hazardous
substance containers, the supplying of Material Safety Data Sheets
("MSDS") on hazardous products to customers and hazardous substances
the employee may be exposed to in the workplace, the training of the
employees in the handling of hazardous substances and the use of the
MSDS, along with other health and safety programs.
The Resource Conservation and Recovery Act of 1976 (RCRA), as
amended, and the regulations promulgated thereunder, requires certain
procedures regarding the treatment, storage and disposal of hazardous
waste.
The Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (CERCLA) and the Superfund Amendments and
Reauthorization Act of 1986 (SARA), and the regulations promulgated
thereunder, require notification of certain chemical spills and
notification to state and local emergency response groups of the
availability of MSDS and the quantities of hazardous materials in the
Company's possession.
The Toxic Substances Control Act of 1976 (TSCA), requires
reporting, testing and pre-manufacture notification procedures for
certain chemicals. Exemptions are provided from some of these
requirements with respect to chemicals manufactured in small
quantities solely for research and development use.
The Department of Transportation (DOT) has promulgated
regulations pursuant to the Hazardous Materials Transportation Act,
referred to as the Hazardous Material Regulations (HMR), which set
forth the requirements for hazard labeling, classification and
packaging of chemicals, shipment modes and other goods destined for
shipment in interstate commerce.
Approximately 1,100 products, for which sales are immaterial to
the total sales of the Company, are subject to control by either the
Drug Enforcement Administration ("DEA") or the Nuclear Regulatory
Commission ("NRC"). The DEA and NRC have issued licenses to several
Company sites to permit importation, manufacture, research, analysis,
distribution and export of certain products. The Company screens
customer orders involving products regulated by the NRC and the DEA to
verify that a license, if necessary, has been obtained.
Approximately 500 products, for which sales are immaterial to the
total sales of the Company, are subject to control by the Department
of Commerce ("DOC"). The DOC has promulgated the Export
Administration Regulations pursuant to the Export Administration Act
of 1979, as amended, to regulate the export of certain products by
requiring a special export license.
(b) Metal Products.
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Components for strut, cable tray and pipe support systems are
manufactured by B-Line at its facilities in Highland and Troy,
Illinois; Norcross, Georgia; Reno, Nevada and Sherman, Texas.
Electrical and electronic enclosures are manufactured at facilities in
Aurora, Colorado; Portland, Oregon; Modesto, California; and Sherman,
Texas. Components and complete systems used to support
telecommunications apparatus and cabling are manufactured at the plant
in Reno, Nevada.
Strut and pipe support systems are metal frameworks and related
accessories used in industry to support pipes, lighting fixtures and
conduit. Strut systems can be easily assembled with bolts and
spring-loaded nuts, eliminating the necessity of drilling or welding
associated with other types of frameworks. B-Line manufactures and
sells a wide variety of components for these systems, including steel
struts rolled from coils, stamped steel fittings for interconnecting
struts, shelf-supporting brackets, pipe and conduit supporting clamps,
and accessories for the installation of strut systems on location.
Pipe hangers are generally used in conjunction with strut systems to
support heavy and light duty piping runs in the mechanical, plumbing
and refrigeration industry. The principal materials used by B-Line in
manufacturing are coils of steel and extruded aluminum which B-Line
purchases from a number of suppliers. No one supplier is essential to
B-Line's production. A limited number of components for strut and
pipe support systems, including bolts and nuts and certain forged and
cast components, are purchased from numerous sources and sold by
B-Line as accessories to its own manufactured products.
Cable tray systems are continuous networks of ventilated or solid
trays used primarily in the routing of power cables and control wiring
in power plant or industrial installations. The systems are generally
hung from ceilings or supported by strut frameworks. Cable tray is
produced from either extruded aluminum or roll-formed steel in various
configurations to offer versatility to designers and installers. Non-
metallic strut and cable tray products, which are used primarily in
corrosive environments, are also available.
Telecommunications equipment racks and cable runways are
manufactured from aluminum or steel. The systems are used in
commercial installations as well as installed in the central offices
of telephone operating companies. As switching equipment is changed
and upgraded, the systems are replaced.
Electrical and electronic enclosures are metal enclosure boxes,
generally manufactured from steel, that are used to contain and
protect electric meters, fuse and circuit breaker boards and
electrical panels. These products are used in industrial, commercial
and residential installations.
B-Line also manufactures a line of lightweight support fasteners
to be used in commercial and industrial facilities to attach
electrical and acoustical fixtures.
B-Line sells primarily to electrical, mechanical and
telecommunications wholesalers. Products are marketed directly by
district sales offices and by regional sales managers through
independent manufacturers' representatives. Products are shipped to
customers from the Highland and Troy, Illinois; Norcross, Georgia;
Reno, Nevada; Portland, Oregon; Modesto, California; Sherman, Texas;
and Aurora, Colorado plants, from two regional warehouses and 35
consigned stock locations. B-Line's products are advertised in trade
journals and by circulation of comprehensive catalogs.
(c) Competition.
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Substantial competition exists in all of the Company's marketing
and production areas. Although no comprehensive statistics are
available, the Company believes it is a major supplier of organic
chemicals and biochemicals for research and for diagnostic testing
procedures involving enzymes and of chromatography products for
analyzing and separating complex chemical mixtures. A few
competitors, like the Company, offer thousands of chemicals and stock
and analyze most of their products. While the Company generally
offers a larger number of products, some of the Company's products are
unusual and have relatively little demand. In addition, there are
many competitors who offer a limited quantity of chemicals, and
several companies compete with the Company by offering thousands of
chemicals, although few of them stock or analyze substantially all of
the chemicals they offer for sale.
The Company believes its B-Line subsidiary to be among the three
largest producers of metal strut framing, pipe hangers, cable tray
component systems and enclosures, although reliable industry
statistics are not available.
In all product areas the Company competes primarily on the basis
of customer service, product quality and price.
(d) Employees.
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The Company employed 6,666 persons as of December 31, 1997. Of
these, 5,202 were engaged in production and distribution of chemical
products. The B-Line subsidiary employed 1,464 persons. The total
number of persons employed within the United States was 4,546, with
the balance employed by the international subsidiaries. The Company
employed over 1,800 persons who have degrees in chemistry,
biochemistry, engineering or other scientific disciplines, including
approximately 250 with Ph.D. degrees.
Employees engaged in chemical production, research and
distribution are not represented by any organized labor group.
B-Line's production workers at the Highland and Troy, Illinois
facilities are members of the International Association of Machinists
and Aerospace Workers, District No. 9 (AFL-CIO). The labor agreement
covering these employees expires November 14, 1999. B-Line's
production workers at the Norcross, Georgia facility are members of
the United Food and Commercial Workers International (AFL-CIO), Retail
Clerks Union Local 1063. The labor agreement covering these employees
expires June 13, 1998.
(e) Back-log of Orders.
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The majority of orders for chemical products in laboratory
quantities are shipped from inventory, resulting in no back-log of
these orders. However, individual items may occasionally be out of
stock. These items are shipped as soon as they become available.
Some orders for larger-than-normal laboratory quantities are for
future delivery. On December 31, 1997 and 1996, the back-log of firm
orders and orders for future delivery of chemical products was not
significant. The Company expects that substantially all of the
December 31, 1997 back-log will be shipped during 1998.
On December 31, 1997 and 1996, the back-log of orders at B-Line
was not significant. B-Line expects that substantially all of the
December 31, 1997 back-log will be shipped during 1998.
(f) Information as to Industry Segments.
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Information concerning industry segments for the years ended
December 31, 1997, 1996 and 1995, is located in Note 10 to the
consolidated financial statements on pages 24 and 25 of the 1997
Annual Report which is incorporated herein by reference.
(g) Executive Officers of the Registrant.
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Information regarding executive officers is contained in Part
III, Item 10, and is incorporated herein by reference.
Item 2. Properties.
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The Company's primary chemical production facilities are located
in St. Louis, Missouri; Milwaukee and Sheboygan, Wisconsin;
Bellefonte, Pennsylvania and Buchs, Switzerland. In St. Louis, the
Company owns a 328,000 square foot building used for manufacturing, a
complex of buildings aggregating 383,000 square feet which is used for
warehousing and production, a 75,000 square foot building used for
warehousing, a 23,000 square foot building used for warehousing and
office space, a 98,000 square foot building used for production,
quality control and packaging and a 19,000 square foot production
facility. The Company owns a 280,000 square foot building in St. Louis
which is being partially utilized to provide additional quality
control, packaging and warehousing capacity. Also in St. Louis, the
Company owns 30 acres upon which is located a 240,000 square foot
administration and distribution facility, in which its principal
executive offices are located, and a 175,000 square foot diagnostic
production and office building. The company also leases a warehouse
in St. Louis, Missouri and an administration building in Brentwood,
Missouri. In Milwaukee, the Company owns a 178,000 square foot building
which is used for manufacturing, warehousing and offices, a 100,000
square foot building which is used for additional manufacturing and
warehousing and a complex of buildings aggregating 322,000 square
feet which is used primarily for warehousing and distribution. Also
in Milwaukee, the Company owns a 152,000 square foot building which
is used for warehousing, a 56,000 square foot administration facility and a
627,000 square foot building which is being renovated for use as a
distribution facility. The Company also owns 513 acres in Sheboygan,
Wisconsin, upon which are located multiple buildings totaling 332,000
square feet for production and packaging. The Company also owns a
23,000 square foot administration, production and warehousing facility
in Natick, Massachusetts. Fluka owns a 13 acre site in Buchs, Switzerland,
upon which are located its primary production facilities. Approximately
357,000 square feet of owned production, warehousing and office facilities
are at this site. In Greenville, Illinois, the Company owns 555 acres
of land for future development of biochemical production facilities.
Supelco owns 71 acres near Bellefonte, Pennsylvania, upon which is
located a 153,000 square foot building used for manufacturing, warehousing,
research and administration. Riedel-de Haen leases a 61,000 square foot
production facility and an administration building in Seelze, Germany.
The Company's B-Line manufacturing business is located in
Highland and Troy, Illinois; Norcross, Georgia; Sherman, Texas; Reno,
Nevada; Portland, Oregon; Modesto, California; and Aurora, Colorado.
B-Line owns a 273,000 square foot building in Highland, Illinois, a
55,000 square foot building in Troy, Illinois, a 115,000 square foot
building in Portland, Oregon, a 238,000 square foot building in
Sherman, Texas, a 173,000 square foot building in Reno, Nevada and a
102,000 square foot building in Modesto, California. B-Line leases a
100,000 square foot facility in Norcross, Georgia and a 113,000 square
foot facility in Aurora, Colorado.
The Company also owns a 173,000 square foot warehouse and
distribution facility in Allentown, Pennsylvania, and leases a
warehouse in Chicago, Illinois and in Connecticut under a short-term
lease. Manufacturing and/or warehousing facilities are also owned or
leased in the United Kingdom, Australia, Finland, France, Germany,
Israel, Japan, Mexico, Norway, Scotland, South Korea, Sweden and Switzerland.
Sales offices are leased in all other locations.
The Company considers the properties to be well maintained, in
sound condition and repair, and adequate for its present needs. The
Company expects to continue to expand its production and distribution
capabilities in select markets.
Item 3. Legal Proceedings.
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There are no material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
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No matters were submitted by the Registrant to the stockholders
for a vote during the fourth quarter of 1997.
PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
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Information concerning market price of the Registrant's Common
Stock and related shareholder matters for the years ended December 31,
1997 and 1996, is located on page 12 of the 1997 Annual Report which
is incorporated herein by reference.
As of March 6, 1998, there were 2,000 record holders of the
Registrant's Common Stock.
Items 6 through 8. Selected Financial Data, Management's Discussion
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and Analysis of Financial Condition and Results of Operations, Qualitative
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and Quantitative, Market Risk Disclosure and Financial Statements and
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Supplementary Data.
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The information required by Items 6 through 8 is incorporated
herein by reference to pages 12-27 of the 1997 Annual Report. See
Index to Financial Statements and Schedules on page F-1 of this
report. Those pages of the Company's 1997 Annual Report listed in
such Index or referred to in Items 1(a)(4), 1(f) and 5 are
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure.
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Not applicable.
PART III
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Item 10. Directors and Executive Officers of the Registrant.
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Information under the captions "Nominees for Board of Directors"
and "Security Ownership of Directors, Executive Officers and Principal
Beneficial Owners" of the 1998 Proxy Statement is incorporated herein
by reference.
The executive officers of the Registrant are:
Name of Executive Officer Age Positions and Offices Held
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Larry S. Blazevich 50 Vice President, Information Services
Terry R. Colvin 42 Vice President, Human Resources
Carl T. Cori 61 Chairman of the Board and Chief
Executive Officer
Peter A. Gleich 52 Vice President and Chief Financial
Officer
David R. Harvey 58 President and Chief Operating Officer
James W. Meteer 47 Vice President, Quality
Karen J. Miller 40 Controller
Kirk A. Richter 51 Treasurer
Thomas M. Tallarico 53 Vice President and Secretary
There is no family relationship between any of the officers.
Mr. Blazevich joined Sigma-Aldrich in April 1996 as Director of
Information Services and was elected Vice President, Information
Services in June 1996. Previously, Mr. Blazevich was employed with
Thomas and Betts for sixteen years where he served as Vice President
of Information Services from 1988-1996.
Mr. Colvin was elected Vice President, Human Resources of the Company
in March 1998. He served as Vice President, Human Resources at Sigma
from 1995 to 1998 and as Director, Human Resources at B-Line from
January 1987 to December 1994.
Dr. Cori has been Chairman and Chief Executive Officer of the Company
for more than five years. He served as President of the Company for
more than five years until March 1995.
Mr. Gleich was elected Treasurer and Chief Financial Officer in
November 1994. He has been a Vice President of the Company for more
than five years. He was Secretary of the Company for more than five
years until November 1994.
Dr. Harvey has been Chief Operating Officer of the Company for more
than five years. He was elected President of the Company in March
1995, after serving as Executive Vice President for more than five
years.
Mr. Meteer was elected Vice President, Quality of the Company in September
1996 after serving as Director of Quality since 1995. Previously, Mr.
Meteer was a Vice President of Supelco from 1993-1995. He held several
positions within Supelco/Rohm & Haas from 1988-1993.
Ms. Miller was elected Controller of the Company in May 1997. Previously,
Ms. Miller was employed as Controller of several divisions at Allergan,
Inc. for more than five years until February 1997.
Mr. Richter was elected Treasurer in May 1997 after serving as
Controller for more than five years.
Mr. Tallarico was elected Secretary in November 1994. He has been a
Vice President of the Company for more than five years and served as
Treasurer and Chief Financial Officer of the Company from May 1991 to
November 1994.
The present terms of office of the officers will expire when the next
annual meeting of the Directors is held and their successors are
elected.
Item 11. Executive Compensation.
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Information under the captions "Director Compensation and
Transactions" and "Information Concerning Executive Compensation" of
the 1998 Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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Information under the caption "Security Ownership of Directors,
Executive Officers and Principal Beneficial Owners" of the 1998 Proxy
Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
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Information under the caption "Director Compensation and
Transactions" of the 1998 Proxy Statement is incorporated herein by
reference.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(a) Documents filed as part of this report:
1. Financial Statements.
See Index to Financial Statements and Schedules on page F-1
of this report. Those pages of the Company's 1997 Annual
Report listed in such Index or referred to in Items 1(a)(4),
1(f) and 5 are incorporated herein by reference.
2. Financial Statement Schedules.
See Index to Financial Statements and Schedules on page
F-1 of this report.
3. Exhibits.
See Index to Exhibits on page F-3 of this report.
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SIGMA-ALDRICH CORPORATION
-------------------------
(Registrant)
By /s/ Peter A. Gleich March 27, 1998
------------------------------- --------------
Peter A. Gleich, Vice President Date
and Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Carl T. Cori, Peter
A. Gleich, David R. Harvey, Karen J. Miller, Kirk A. Richter and
Thomas M. Tallarico and each of them (with full power to each of them
to act alone), his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this report, 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 in and about the premises, as
fully to 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 Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
By /s/ Carl T. Cori March 27, 1998
---------------------------------------- --------------
Carl T. Cori, Director, Chairman of the Date
Board and Chief Executive Officer
By /s/ David R. Harvey March 27, 1998
---------------------------------------- --------------
David R. Harvey, Director, President and Date
Chief Operating Officer
By /s/ Peter A. Gleich March 27, 1998
---------------------------------------- --------------
Peter A. Gleich, Vice President and Date
Chief Financial Officer
By /s/ Karen J. Miller March 27, 1998
---------------------------------------- --------------
Karen J. Miller, Controller Date
By /s/ Kirk A. Richter March 27, 1998
---------------------------------------- --------------
Kirk A. Richter, Treasurer Date
By /s/ Thomas M. Tallarico March 27, 1998
--------------------------------------- --------------
Thomas M. Tallarico, Vice President Date
and Secretary
By /s/ David M. Kipnis March 27, 1998
--------------------------------------- --------------
David M. Kipnis, Director Date
By /s/ Andrew E. Newman March 27, 1998
-------------------------------------- --------------
Andrew E. Newman, Director Date
By /s/ Jerome W. Sandweiss March 27, 1998
-------------------------------------- --------------
Jerome W. Sandweiss, Director Date
SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
- -------------------------------------------------------------------------------
Page Number
Reference
-------------
Annual Report
to Shareholders
---------------
Annual financial data for the years
1997, 1996, 1995, 1994 and 1993 12
Management's discussion of financial
condition and results of operations 13
Market Risk Disclosure 15
FINANCIAL STATEMENTS:
Consolidated Balance Sheets
December 31, 1997 and 1996 17
Consolidated statements for the years
ended December 31, 1997, 1996 and 1995
Income 16
Stockholders' Equity 18
Cash Flows 19
Notes to consolidated financial statements 20
Report of independent public accountants 16
FINANCIAL STATEMENT SCHEDULES:
Schedules are not submitted because they are
not applicable, not required or because the
information is included in the consolidated
financial statements or notes thereto.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report incorporated by reference in this Form 10-
K, into the Company's previously filed registration statements on Form
S-8, file numbers 33-24415 and 33-62541.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
March 27, 1998
INDEX TO EXHIBITS
-----------------
These Exhibits are numbered in accordance with the Exhibit Table of
Item 6.01 of Regulation S-K:
Exhibit Reference
------- ---------
(3) Certificate of Incorporation and By-Laws:
(a) Certificate of Incorporation and Incorporated by reference to
Amendments Exhibit 3(a) of Form 10-K filed
for the year ended December 31,
1991, Commission File Number
0-8135.
(b) By-Laws as amended May 1997 See Exhibit 3(b).
(4) Instruments Defining the Rights of
Shareholders, Including Indentures:
(a) Certificate of Incorporation See Exhibit 3(a) above.
and Amendments
(b) By-Laws as amended May 1997 See Exhibit 3(b) above.
(c) The Company agrees to furnish to the
Securities and Exchange Commission upon
request pursuant to Item 601(b)(4)(iii)
of Regulation S-K copies of instruments
defining the rights of holders of long-term
debt of the Company and its consolidated
subsidiaries.
(10) Material Contracts:
(a) Third Amendment and Restatement Incorporated by reference to
of the Incentive Stock Bonus Plan* Exhibit 10(d) of Form 10-K filed
for the year ended December 31,
1996, Commission File Number
0-8135.
(b) Share Option Plan of 1987* Incorporated by reference to
Exhibit 10(d) of Form 10-K filed
for the year ended December
31, 1992, Commission File
Number 0-8135.
(c) First Amendment to Share Option Incorporated by reference to
Plan of 1987* Exhibit 10(e) of Form 10-K filed
for the year ended December 31,
1992, Commission File Number
0-8135.
(d) Second Amendment to Share Option Incorporated by reference to
Plan of 1987* Exhibit 10(f) of Form 10-K filed
for the year ended December 31,
1994, Commission File Number
0-8135.
(e) Employment Agreement with Incorporated by reference to
Carl T. Cori* (Similar Employment Exhibit 10 (f) of Form 10-K filed
Agreements also exist with Larry S. for the year ended December 31,
Blazevich, Terry R. Colvin, Peter 1992 Commission File Number
A. Gleich, David R. Harvey, James 0-8135.
W. Meteer, Karen J. Miller, Kirk A.
Richter and Thomas M. Tallarico)
(f) Letter re: Consultation Services Incorporated by reference to
with Dr. David M. Kipnis* Exhibit 10 (g) of Form 10-K
filed for the
year ended December 31, 1992,
Commission File Number 0-8135.
(g) Share Option Plan of 1995* Incorporated by reference to
Appendix A of the Company's
Definitive Proxy Statement filed
March 30, 1995, Commission
File Number 0-8135.
(11) Statement Regarding Computation Incorporated by reference to
of Per Share Earnings the Share Earnings information
on net income per share included
in Note 1 to the Company's
1997 financial statements
filed as Exhibit 13 below.
(13) Pages 12-28 of the Annual Report See Exhibit 13.
to Shareholders for the year ended
December 31, 1997
(21) Subsidiaries of Registrant See Exhibit 21.
(23) Consent of Independent Public Page F-2 of this report.
Accountants
(27) Financial Data Schedule See Exhibit 27.
*Represents management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
SIGMA-ALDRICH CORPORATION Exhibit 3(b)
(A Delaware Corporation)
BY-LAWS
-------
ARTICLE I. OFFICES
1.01. Registered Office. The registered office shall be
in the City of Wilmington, County of New Castle, State of
Delaware.
1.02. Other Offices. The Corporation may also have
offices at such other places both within and without the State of
Delaware as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II. SHAREHOLDERS
* 2.01. Annual Meeting. The annual meeting of the
shareholders shall be held on the first Tuesday of May of each
year commencing in 1976 or on such other date as may be fixed by
or under the authority of the Board of Directors, for the purpose
of electing directors and for the transaction of such other
business as may properly come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the
State of Delaware, such meeting shall be held on the next
succeeding business day. If the election of directors shall not
be held on the day designated herein, or fixed as herein
provided, for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders as
soon thereafter as is convenient.
** 2.01A. Notice of Shareholder Business.
(a) At an annual meeting of shareholders, only
such business shall be conducted, and only such proposals
shall be acted upon, as shall have been properly brought
before the meeting (i) pursuant to the Corporation's notice
of meeting, (ii) by or at the direction of the Board of
Directors, or (iii) by any shareholder of the Corporation
who is a shareholder of record at the time of giving of the
notice provided for in this By-Law, who shall be entitled to
vote at such meeting and who complies with the notice
procedures set forth in this By-Law.
(b) For a proposal to be properly brought before
an annual meeting by a shareholder pursuant to clause (iii)
of paragraph (a) of this By-Law, the shareholder must have
given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a shareholder's notice must
be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 10 days
prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that
the date of the annual meeting is changed by more than 30
days from such anniversary date, notice by the shareholder
to be timely must be received no later than the
close of business on the 10th day preceding the
date of the meeting as announced in the notice of the
meeting or otherwise publicly disclosed. A shareholder's
notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the meeting: (i) a
brief description of the proposal desired to be brought
before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and
address, as they appear on the Corporation's stock transfer
records, of the shareholder proposing such business, and the
name and address of the beneficial owner, if any, on whose
* Amended by Board resolution of 1/27/76.
** Added by Board resolution of 2/16/93.
behalf the proposal is made, (iii) the class and number of
shares of the Corporation which are owned beneficially and
of record by such shareholder of record and by the
beneficial owner, if any, on whose behalf the proposal is
made, and (iv) any material interest of such shareholder of
record and the beneficial owner, if any, on whose behalf the
proposal is made in such business.
(c) The Board of Directors may reject any
shareholder proposal submitted for consideration at the
annual meeting which is not made in accordance with the
terms of this By-Law or which is not a proper subject for
shareholder action in accordance with provisions of
applicable law. Alternatively, if the Board of Directors
fails to consider the validity of any shareholder proposal,
the presiding officer of the meeting shall, if the facts
warrant, determine and declare at the annual meeting that
the shareholder proposal was not properly brought before the
meeting and in accordance with the procedures prescribed by
these By-Laws, and if he should make that determination, he
shall so declare at the meeting and any such business or
proposal shall not be acted upon. Notwithstanding the
foregoing provisions of this By-Law, a shareholder shall
also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set
forth in this By-Law. This provision shall not prevent the
consideration and approval or disapproval at the annual
meeting of reports of officers, directors and committees of
the Board of Directors, but, in connection with such
reports, no new business shall be acted upon at the meeting
unless stated, filed and recorded as herein provided.
2.02. Special Meeting. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Certificate of Incorporation, may
be called by the Chairman of the Board of Directors, the
President or the Board of Directors, or by the person designated
in the written request of the holders of not less than a majority
in amount of all shares of the Corporation entitled to vote at
the meeting. Such request shall state the purpose or purposes of
the proposed meeting. Business transacted at any special meeting
of shareholders shall be limited to the purpose or purposes
stated in the notice.
2.03. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of
Delaware, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors. A waiver
of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the
State of Delaware, as the place for the holding of such meeting.
If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the registered office of
the Corporation, or such other suitable place in the county of
such registered office as may be designated by the person calling
such meeting, but any meeting may be adjourned to reconvene at
any place designated by vote of a majority of the shares
represented thereat.
2.04. Notice of Meeting. Written notice stating the
place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten (unless a longer period is
required by law) nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction of
the President, or the Secretary, or other officer or persons
calling the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, addressed
to the shareholder at his address as it appears on the stock
record books of the Corporation, with postage thereon prepaid.
2.05. Closing of Transfer Books or Fixing of Record
Date. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment
of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors
may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty days. If the
stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least
ten days immediately preceding such meeting. In lieu of closing
the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of
shareholders, such date on which the particular action, requiring
such determination of shareholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the close of business on the date on which
the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall be applied to any adjournment thereof except
where the determination has been made through the closing of the
stock transfer books and the stated period of closing has
expired.
2.06. Voting Records. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least
ten days before every meeting of shareholders, a complete list of
the shareholders entitled to vote at the meeting or any
adjournment thereof, arranged in alphabetical order, and showing
the address of each shareholder and the number of shares
registered in the name of each shareholder. Such list shall be
open to the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by
any shareholder who is present. Upon the willful neglect or
refusal of the directors to produce such a list at any meeting
for the election of directors they shall be ineligible for
election to any office at such meetings. In all other instances,
failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
2.07. Quorum. Except as otherwise provided in the
Certificate of Incorporation, a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If a quorum is present, the
affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the
act of the shareholders unless the vote of a greater number or
voting by classes is required by law or the Certificate of
Incorporation. Though less than a quorum of the outstanding
shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the
meeting.
* 2.08. Conduct of Meeting. The Chairman of the Board,
and in his absence, the President, and in his absence, a Vice-
President in the order provided under Section 4.07, and in their
absence, any person chosen by the shareholders present shall call
the meeting of the shareholders to order and shall act as
chairman of the meeting, and the Secretary of the Corporation
shall act as secretary of all meetings of the shareholders, but,
in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.
2.09. Proxies. At all meetings of shareholders, a
shareholder entitled to vote may vote in person or by proxy
appointed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary
of the Corporation before or at the time of the meeting. Unless
otherwise provided in the proxy, a proxy may be revoked at any
time before it is voted, either by written notice filed with the
Secretary or the acting secretary of the meeting or by oral
notice given by the shareholder to the presiding officer during
the meeting. The presence of a shareholder who has filed his
proxy shall not of itself constitute a revocation. No proxy
shall be valid after three years from the date of its execution,
unless otherwise provided in the proxy. The Board of Directors
shall have the power and authority to make rules establishing
presumptions as to the validity and sufficiency of proxies.
2.10. Voting of Shares. Each outstanding share shall be
entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting
rights of the shares of any class or classes are enlarged,
limited or denied by the Certificate of Incorporation.
2.11. Voting of Shares by Certain Holders.
(a) Other Corporations. Shares standing in the
name of another corporation may be voted either in person or
by proxy, by the president of such corporation or any other
officer appointed by such president. A proxy executed by
any principal officer of such other corporation or assistant
thereto shall be conclusive evidence of the signer's
authority to act, in the absence of express notice to this
Corporation, given in writing to the Secretary of this
Corporation, of the designation of some other person by the
board of directors or by the by-laws of such other
corporation.
(b) Legal Representatives and Fiduciaries.
Shares held by any administrator, executor, guardian,
conservator, trustee in bankruptcy, receiver, or assignee
for creditors may be voted by him, either in person or by
proxy, without a transfer of such shares into his name
provided that there is filed with the Secretary before or at
the time of meeting proper evidence of his incumbency and
the number of shares held. Shares standing in the name of a
fiduciary may be voted by him, either in person or by proxy.
A proxy executed by a fiduciary, shall be conclusive
evidence of the signer's authority to act, in the absence of
express notice to this Corporation, given in writing to the
Secretary of this Corporation, that such manner of voting is
expressly prohibited or otherwise directed by the document
creating the fiduciary relationship.
(c) Pledgees. A shareholder whose shares are
pledged shall be entitled to vote such shares, unless in the
transfer by the pledgor on the books of the Corporation he
has expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or his proxy, may represent
such stock and vote thereon.
* Amended by Board resolution of 11/25/80.
(d) Treasury Stock and Subsidiaries. Neither
treasury shares, nor shares held by another corporation if a
majority of the shares entitled to vote for the election of
directors of such other corporation is held by this
Corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares entitled
to vote, but shares of its own issue held by this
Corporation in a fiduciary capacity, or held by such other
corporation in a fiduciary capacity, may be voted and shall
be counted in determining the total number of outstanding
shares entitled to vote.
(e) Minors. Shares held by a minor may be voted
by such minor in person or by proxy and no such vote shall
be subject to disaffirmance or avoidance, unless prior to
such vote the Secretary of the Corporation has received
written notice or has actual knowledge that shareholder is a
minor.
(f) Incompetents and Spendthrifts. Shares held
by an incompetent or spendthrift may be voted by such
incompetent or spendthrift in person or by proxy and no such
vote shall be subject to a disaffirmance or avoidance,
unless prior to such vote the Secretary of the Corporation
has actual knowledge that such shareholder has been
adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment
of a guardian.
(g) Joint Tenants. Shares registered in the
names of two or more individuals who are named in the
registration as joint tenants may be voted in person or by
proxy signed by any one or more of such individuals if
either (i) no other such individual or his legal
representative is present and claims the right to
participate in the voting of such shares or prior to the
vote files with the Secretary of the Corporation a contrary
written voting authorization or direction or written denial
of authority of the individual present or signing the proxy
proposed to be voted or (ii) all such other individuals are
deceased and the Secretary of the Corporation has no actual
knowledge that the survivor has been adjudicated not to be
the successor to the interests of those deceased.
2.12. Waiver of Notice by Shareholders. Whenever any
notice whatever is required to be given to any shareholder of the
Corporation under the Certificate of Incorporation or By-Laws or
any provision of law, a waiver thereof in writing, signed at any
time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent
to the giving of such notice; provided that such waiver in
respect to any matter of which notice is required under any
provision of the Delaware Corporation Law, shall contain the same
information as would have been required to be included in such
notice, except the time and place of meeting.
2.13. Unanimous Consent Without Meeting. Any action
required or permitted by the Certificate of Incorporation or By-
Laws or any provision of law to be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
* 3.01. General Powers, Number and Election. The business
and affairs of the Corporation shall be managed by its Board of
Directors. The number of directors of the Corporation shall be
nine who shall be elected by the shareholders at the annual
meeting of shareholders.
* Amended by Board resolutions of 8/23/77, 2/24/81, 2/23/82, 2/19/85,
11/25/85, 11/11/86, 8/12/87, 6/20/89, 2/18/92, 2/20/96 and 6/14/96.
3.02. Tenure and Qualifications. Each director shall
hold office until the next annual meeting of shareholders and
until his successor shall have been elected, or until his prior
death, resignation or removal. A director may be removed from
office by affirmative vote of a majority of the outstanding
shares entitled to vote for the election of such director, taken
at a meeting of shareholders called for that purpose. A director
may resign at any time by filing his written resignation with the
Secretary of the Corporation. Directors need not be residents of
the State of Delaware or shareholders of the Corporation.
3.03. Regular Meetings. A regular meeting of the Board
of Directors shall be held without other notice than this By-Law
immediately after the annual meeting of shareholders, and each
adjourned session thereof. The place of such regular meeting
shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be
announced at such meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either
within or without the State of Delaware for the holding of
additional regular meetings without other notice than such
resolution.
3.04. Special Meetings. Special meetings of the Board
of Directors may be called by or at the request of the Chairman
of the Board of Directors, President, Secretary or any two
directors. The Chairman of the Board of Directors, President or
Secretary calling any special meeting of the Board of Directors
called by them, and if no other place is fixed the place of
meeting shall be the registered office of the Corporation in the
State of Delaware.
3.05. Notice; Waiver. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.03)
shall be given by written notice delivered personally or mailed or
given by telegram to each director at his business address (or at
such other address as such director shall have designated in writing
filed with the Secretary), in each case not less than five days
prior to the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Whenever any notice whatever is
required to be given to any director of the Corporation under the
Certificate of Incorporation or By-Laws or any provision of law, a
waiver thereof in writing, signed at any time, whether before or
after the time of meeting, by the director entitled to such notice,
shall be deemed equivalent to the giving of such notice. The
attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting
and objects thereat to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver
of notice of such meeting.
3.06. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, a majority of the
number of directors as provided in Section 3.01 shall constitute a
quorum for the transaction of business at any meeting of the Board
of Directors, but a majority of the directors present (though less
than such quorum) may adjourn the meeting from time to time without
further notice.
3.07. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless the act of a greater number is
required by law or by the Certificate of Incorporation or these By-
Laws.
3.08. Conduct of Meetings. The Chairman of the Board of
Directors, and in his absence, the President, or in his absence, a
Vice President, in the order provided under Section 4.07, and in
their absence, any director chosen by the directors present, shall
call meetings of the Board of Directors to order and shall act as
chairman of the meeting. The Secretary of the Corporation shall act
as secretary of all meetings of the Board of Directors, but in the
absence of the Secretary, the presiding officer may appoint any
Assistant Secretary or any director or other person present to act
as secretary of the meeting.
3.09. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of
directors, may be filled until the next succeeding annual election
by the affirmative vote of a majority of the directors then in
office, though less than a quorum of the Board of Directors;
provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have
the right to fill such vacancy at the same meeting or any
adjournment thereof.
3.10. Compensation. The Board of Directors, by affirmative vote
of a majority of the directors then in office, and irrespective of
any personal interest of any of its members, may establish
reasonable compensation of all directors for services to the
Corporation as directors, officers or otherwise, or may delegate
such authority to an appropriate committee.
3.11. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors or a committee
thereof of which he is a member at which action on any corporate
matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action
with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.
3.12. Committees. The Board of Directors by resolution adopted by
the affirmative vote of a majority of the whole Board may designate
one or more committees, each committee to consist of three or more
directors elected by the Board of Directors, which to the extent
provided in said resolution as initially adopted, and as thereafter
supplemented or amended by further resolution adopted by a like
vote, shall have and may exercise, when the Board of Directors is
not in session, the management of the business and affairs of the
Corporation, except that no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to
the shareholders a dissolution of the Corporation or a revocation of
a dissolution, amending the By-Laws of the Corporation, declaring
dividends to shareholders, authorizing the issuance of stock, or
electing the principal officers or the filling of vacancies in the
Board of Directors or committees created pursuant to this section.
The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of
any absent member or members at any meeting of such committee, upon
request by the President or upon request by the chairman of such
meeting. Each such committee shall fix its own rules governing the
conduct of its activities and shall make such reports to the Board
of Directors of its activities as the Board of Directors may
request.
3.13. Unanimous Consent Without Meeting. Any action required or
permitted by the Certificate of Incorporation or By-Laws or any
provision of law to be taken by the Board of Directors at a meeting
or by resolution may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all
of the directors then in office.
* 3.14. Nomination By-Law.
(a) Only persons who are nominated in accordance with
the procedures set forth in these By-Laws shall be eligible
to serve as Directors. Nominations of persons for election
to the Board of Directors of the Corporation may be made at
a meeting of shareholders (i) by or at the direction of the
Board of Directors or (ii) by any shareholder of the
Corporation who is a shareholder of record at the time of
giving of notice provided for in this By-Law, who shall be
entitled to vote for the election of directors at the
meeting and who complies with the notice procedures set
forth in this By-Law.
(b) Nominations by shareholders shall be made
pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal
executive offices of the Corporation (i) in the case of an
annual meeting, not less than 10 days prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual
meeting is changed by more than 30 days from such
anniversary date, notice by the shareholder to be timely
must be so received not later than the close of business on
the 10th day preceding the date of the meeting as announced
in the notice of the meeting or otherwise publicly
disclosed, and (ii) in the case of a special meeting at
which directors are to be elected, not later than the close
of business on the 10th day preceding the date of the
meeting as announced in the notice of the meeting or
otherwise publicly disclosed. Such shareholder's notice to
the Secretary shall set forth (i) as to each person whom the
shareholder proposes to nominate for election or reelection
as a director all information relating to such person that
is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities and
Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (ii) as to
the shareholder giving the notice (x) the name and address,
as they appear on the Corporation's stock transfer records,
of such shareholder, (y) the class and number of shares of
the Corporation which are beneficially owned by such
shareholder and also which are owned of record by such
shareholder, and (z) a representation that such shareholder
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; and
(iii) as to the beneficial owner, if any, on whose behalf
the nomination is made, (x) the name and address of such
person and (y) the class and number of shares of the
Corporation which are beneficially owned by such person.
The Corporation may require any proposed nominee to furnish
any other information it may reasonably require to determine
the eligibility of the proposed nominee to serve as a
director of the Corporation. At the request of the Board of
Directors, any person nominated by the Board of Directors
for election as a director shall furnish to the Secretary of
the Corporation that information required to be set forth in
a shareholder's notice of nomination which pertains to the
nominee.
(c) Subject to the rights, if any, of holders of
any class of capital stock of the Corporation (other than
the common stock) then outstanding, no person shall be
eligible to serve as a director of the Corporation unless
nominated in accordance with the procedures set forth in
this By-Law. The presiding officer of the meeting shall, if
the facts warrant, determine and declare at the meeting that
a nomination was not made in accordance with the procedures
prescribed by these By-Laws, and if he should make that
* Added by Board resolution of 2/16/93.
determination, he shall so declare at the meeting and the
defective nomination shall be disregarded. Notwithstanding
the foregoing provisions of this By-Law, a shareholder shall
also comply with all applicable requirements of the
Securities and Exchange Act of 1934, as amended, and the
rules and regulations thereunder with respect to the matters
set forth in this By-Law.
ARTICLE IV. OFFICERS *
** 4.01. Number. The principal officers of the Corporation shall be a
Chairman of the Board of Directors (who shall also serve as the Chief
Executive Officer), a President (who shall also serve as the Chief
Operating Officer), a Chief Financial Officer, one or more Vice
Presidents, a Secretary, a Treasurer and a Controller, each of whom
shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two or more offices may be
held by the same person, except the offices of President and Secretary
and the offices of President and Vice President. If required by the
Board of Directors, any one or more of the officers shall give a bond
for the faithful discharge of his or her duties in such sum and with
such surety or sureties as the Board of Directors shall determine.
4.02. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be elected
annually by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the shareholders. If
the election shall not be held at such meeting, such election shall
be held as soon thereafter as is convenient. Each officer shall
hold office until his successor shall have been duly elected or
until his prior death, resignation or removal.
4.03. Removal. Any officer or agent may be removed by affirmative
vote of majority of the whole Board of Directors whenever in its
judgment the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment
shall not of itself create contract rights.
4.04. Vacancies. A vacancy in any principal office because of
death, resignation, removal, disqualification or otherwise, shall be
filled by the Board of Directors for the unexpired portion of the
term.
*** 4.05. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall be the Chief Executive Officer of the
Corporation and, subject to the control of the Board of Directors,
shall supervise and control the business, property and affairs of
the Corporation. The Chairman of the Board of Directors of the
Corporation shall preside at all meetings of the Board of Directors
and shareholders at which he is present. He may sign and execute
all instruments in the name of the Corporation which the Board of
Directors has authorized to be executed, except where the execution
thereof shall be expressly delegated by the Board of Directors or
the By-Laws to another officer or agent of the Corporation, or shall
be required by law to be otherwise executed. The Chairman of the
Board shall perform all duties incident to the office of Chief
Executive Officer and shall be an ex-officio member of all standing
committees.
*** 4.06. The President. The President shall be the Chief Operating
Officer of the Corporation and, subject to the control of the
Board of Directors, shall direct the day-to-day operations of the
Corporation's businesses and perform such duties as may be delegated
* Amended by Board resolution of 7/28/81, restated pursuant to Board action
5/3/83 and amended by Board resolutions 11/8/94 and 3/6/95.
** Amended by Board resolution of 5/6/97.
*** Amended by Board resolutions of 1/27/76 and 11/25/80, restated pursuant to
Board action of 5/3/83 and amended by Board resolution of 3/6/95.
to him by the Chairman of the Board of Directors or the Board of
Directors. In the absence of the Chairman of the Board, or in the
event of his death, inability or refusal to act, the President shall
preside at the meetings of the Board of Directors and shareholders
at which he is present. He may sign and execute all instruments in
the name of the Corporation which the Board of Directors
has authorized to be executed, except where the execution thereof
shall be expressly delegated by the Board of Directors or the By-
Laws to another officer or agent of the Corporation, or shall be
required by law to be otherwise executed. The President shall
perform all duties incident to the office of Chief Operating
Officer and shall be an ex-officio member of all standing
committees.
* 4.07. Chief Financial Officer. The Chief Financial Officer shall,
subject to the control of the Board of Directors, (a) have primary
charge and custody of and be responsible for all funds and securities
of the Corporation; (b) be responsible for the accounting and financial
services of the Corporation; and (c) in general perform all of the
duties and exercise such other authority as from time to time may be
delegated or assigned to the Chief Financial Officer by the Chairman of
the Board, the President or by the Board of Directors.
** 4.08. The Vice Presidents. Subject to the provisions of
Section 4.06, in the absence of the President or in the event of
his death, inability or refusal to act, or in the event for any
reason it shall be impractical for him to act personally, the
Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the
order of their election, shall perform the duties of the
President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President. Any Vice
President may sign, with the Secretary or Assistant Secretary,
certificates for shares of the Corporation; and shall perform
such other duties and have such authority as from time to time
may be delegated or assigned to him by the President or the Board
of Directors. The execution of any instrument of the Corporation
by any Vice President shall be conclusive evidence, as to third
parties, of his authority to act in the stead of the President.
*** 4.09. The Secretary. The Secretary shall: (a) keep the
minutes of the meetings of the shareholders and of the Board of
Directors in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed
to all documents the execution of which on behalf of the
Corporation under its seal is duly authorized; (d) keep or
arrange for the keeping of a register of the post office address
of each shareholder which shall be furnished to the Secretary by
such shareholder; (e) sign with the Chairman of the Board or the
President, or a Vice President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of
the stock transfer books of the Corporation; and (g) in general
perform all duties and exercise such authority as from time to
time may be delegated or assigned to him by the Chairman of the
Board, or the President or by the Board of Directors.
**** 4.10. The Treasurer. The Treasurer shall, under the general
supervision of the Chief Financial Officer, (a) have charge and custody
of and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in
* Amended by Board resolution of 5/6/97.
** Amended by Board resolution of 3/6/95.
*** Amended by Board resolution 7/28/81, then restated pursuant to Board
action of 5/3/83.
**** Amended by Board resolution 11/8/94 and 5/6/97.
the name of the Corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions
of Section 5.04; and (c) in general perform all of the duties and
exercise such other authority as from time to time may be delegated
or assigned to the Tresurer by the Chief Financial Officer or by the
Board of Directors.
* 4.11. The Controller. The Controller shall, under the general
supervision of the Chief Financial Officer, (a) be in charge of the
financial records of the Corporation; (b) be responsible for the
accounting and financial services of the Corporation; and (c) in
general perform all of the duties and exercise such other authority
as from time to time may be delegated or assigned to the Controller
by the Chief Financial Officer or by the Board of Directors. The
Controller shall at all reasonable times within business hours exhibit
the Controller's books and accounts to any director.
** 4.12. Assistant Secretaries and Assistant Treasurers.
There shall be such number of Assistant Secretaries and Assistant
Treasurers as the Board of Directors may from time to time
authorize. The Assistant Secretaries may sign with the Chairman
of the Board, or the President or a Vice President certificates
for shares of the Corporation the issuance of which shall have
been authorized by a resolution of the Board of Directors. The
Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for faithful discharge of their duties
in such sums and with such sureties as the Board of Directors
shall determine. The Assistant Secretaries and Assistant
Treasurers, in general, shall perform such duties and have such
authority as shall from time to time be delegated or assigned to
them by the Secretary or the Treasurer, respectively, or by the
Chairman of the Board or the President or the Board of Directors.
4.13. Other Assistants and Acting Officers. The Board
of Directors shall have the power to appoint any person to act as
assistant to any officer, or agent for the Corporation in his
stead, or to perform the duties of such officer whenever for any
reason it is impracticable for such officer to act personally,
and such assistant or acting officer or other agent so appointed
by the Board of Directors shall have the power to perform all the
duties of the office to which he is so appointed to be assistant,
or as to which he is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors.
4.14. Salaries. The salaries of the principal officers
shall be fixed from time to time by the Board of Directors or by
a duly authorized committee thereof, and no officer shall be
prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS:
SPECIAL CORPORATE ACTS
5.01. Contracts. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any
contract or execute or deliver any instrument in the name of and
on behalf of the Corporation, and such authorization may be
general or confined to specific instances. In the absence of
other designation, all deeds, mortgages and instruments of
assignment or pledge made by the Corporation shall be executed in
the name of the Corporation by the President or one of the Vice
Presidents and by the Secretary, an Assistant Secretary, the
* Amended by Board resolution 5/6/97.
** Amended by Board resolution of 7/28/81, then restated pursuant to
Board action of 5/3/83.
Treasurer or an Assistant Treasurer; the Secretary or an
Assistant Secretary, when necessary or required, shall affix the
corporate seal thereto; and when so executed no other party to
such instrument or any third party shall be required to make any
inquiry into the authority of the signing officer or officers.
5.02. Loans. No indebtedness for borrowed money shall
be contracted on behalf of the Corporation and no evidences of
such indebtedness shall be issued in its name unless authorized
by or under the authority of a resolution of the Board of
Directors. Such authorization may be general or confined to
specific instances.
5.03. Checks, Drafts, etc. All checks, drafts, or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the Board
of Directors.
5.04. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other
depositaries as may be selected by or under the authority of a
resolution of the Board of Directors.
5.05. Voting of Securities Owned by This Corporation.
Subject always to the specific directions of the Board of
Directors, (a) any shares or other securities issued by any other
corporation and owned or controlled by this Corporation may be
voted at any meeting of security holders of such other
corporation by the President of this Corporation if he be
present, or in his absence by any Vice President of this
Corporation who may be present, and (b) whenever in the judgment
of the President, or in his absence, of any Vice President, it is
desirable for this Corporation to execute a proxy or written
consent in respect to any shares or other securities issued by
any other corporation and owned by this Corporation, such proxy
or consent shall be executed in the name of this Corporation by
the President or one of the Vice Presidents of this Corporation,
without necessity of any authorization by the Board of Directors,
affixation of corporate seal or counter signature or attestation
by another officer. Any person or persons designated in the
manner above stated as the proxy or proxies of this Corporation
shall have full right, power and authority to vote the shares or
other securities issued by such other corporation and owned by
this Corporation and the same as such shares or other securities
might be voted by this Corporation.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
* 6.01. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such form,
consistent with law, as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chairman of
the Board, or the President or a Vice President and by the
Secretary or an Assistant Secretary. All certificates for shares
shall be consecutively numbered or otherwise identified. The
name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer
shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have
been surrendered and canceled, except as provided in Section
6.06.
* 6.02. Facsimile Signatures and Seal. The seal of the
Corporation on any certificate for shares may be a facsimile.
The signature of the Chairman of the Board or the President or
Vice President and the Secretary or Assistant Secretary upon a
* Amended by Board resolution of 7/28/81.
certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent, or a registrar, other than
the Corporation itself or an employee of the Corporation.
6.03. Signature by Former Officers. In case any
officer, who has signed or whose facsimile signature has been
placed upon any certificate for shares, shall have ceased to be
such officer before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such
officer at the date of issue.
6.04. Transfer of Shares. Prior to due presentment of a
certificate for shares for registration of transfer the
Corporation may treat the registered owner of such shares as the
person exclusively entitled to vote, to receive notifications and
otherwise to have and exercise all the rights and power of an
owner. Where a certificate for shares is presented to the
Corporation with a request to register for transfer, the
Corporation shall not be liable to the owner or any other person
suffering loss as a result of such registration of transfer if
(a) there were on or with the certificate the necessary
endorsements, and (b) the Corporation had no duty to inquire into
adverse claims or had discharged any such duty. The Corporation
may require reasonable assurance that said endorsements are
genuine and effective and compliance with such other regulations
as may be prescribed by or under the authority of the Board of
Directors.
6.05. Restrictions on Transfer. The face or reverse
side of each certificate representing shares shall bear a
conspicuous notation of any restriction imposed by the
Corporation upon the transfer of such shares.
* 6.06. Lost, Destroyed or Stolen Certificates. Where the
owner claims that his certificate for shares has been lost,
destroyed or wrongfully taken, a new certificate may be issued in
place thereof if the owner so requests before the Corporation has
notice that such shares have been acquired by a bona fide
purchaser. When authorizing such issuance of a new certificate
the President, Vice President or Secretary of the Corporation
shall require the owner of such lost, destroyed or wrongfully
taken certificate to file with the Corporation sufficient
indemnity bond, and satisfy such other reasonable requirements as
may be prescribed by or under the authority of the Board of
Directors.
6.07. Consideration for Shares. The shares of the
Corporation may be issued for such consideration as shall be
fixed from time to time by the Board of Directors, provided that
any shares having a par value shall not be issued for a
consideration less than the par value thereof. The consideration
to be paid for shares may be paid in whole or in part, in money,
in other property, tangible or intangible, or in labor or
services actually performed for the Corporation. When payment of
the consideration for which shares are to be issued shall have
been received by the Corporation, such shares shall be deemed to
be fully paid and nonassessable by the Corporation. No
certificate shall be issued for any share until such share is
fully paid.
6.08. Stock Regulations. The Board of Directors shall
have the power and authority to make all such further rules and
regulations not inconsistent with the statutes of the State of
Delaware as it may deem expedient concerning the issue, transfer
and registration of certificates representing shares of the
Corporation.
ARTICLE VII. INDEMNIFICATION
7.01. Mandatory Indemnification. The Corporation shall,
to the full extent permitted by the Delaware Corporation Law,
indemnify any person who was or is a party or threatened to be
made a party to any threatened, pending or completed action, suit
* Amended by Board resolution of 2/18/86.
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director
or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of any other
corporation or enterprise. Such right of indemnification shall
inure to the benefit of the heirs, executors, administrators and
personal representatives of such a person.
7.02. Permissive Supplementary Benefits. The
Corporation may, but shall not be required to, supplement the
right of indemnification under Section 7.01 by (a) the purchase
of insurance on behalf of any one or more of such persons,
whether or not the Corporation would be obligated to indemnify
such person Section 7.01, (b) individual or group indemnification
agreements with any one or more of such persons and c advances
for related expenses of such a person.
7.03. Amendment. This Article VII may be amended or
repealed only by a vote of the shareholders and not by a vote of
the Board of Directors.
ARTICLE IX. AMENDMENTS
9.01. By Shareholders. These By-Laws may be altered,
amended or appealed and new by-laws may be adopted by the
shareholders by affirmative vote of not less than a majority of
the shares present or represented at any annual or special
meeting of the shareholders at which a quorum is in attendance.
9.02. By Directors. These By-Laws may also be altered,
amended or repealed and new by-laws may be adopted by the Board
of Directors by affirmative vote of a majority of the number of
directors present at any meeting at which a quorum is in
attendance; but no by-laws adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-law so
adopted so provides.
9.03. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent
with the By-Laws then in effect but is taken or authorized by
affirmative vote of not less than the number of shares or the number
of directors required to amend the By-Laws so that the By-Laws would
be consistent with such action, shall be given the same effect as
though the By-Laws had been temporarily amended or suspended so far,
but only so far, as is necessary to permit the specific action so
taken or authorized.
Exhibit 21
SIGMA-ALDRICH CORPORATION
PRINCIPAL SUBSIDIARIES
----------------------
Sigma-Aldrich Corporation (Delaware), the Registrant:
1. Sigma-Aldrich Co. (Illinois)
(A) Sigma Chemical Company (Missouri)
(1) Sigma Israel Chemicals, Ltd. (Israel)
(2) Sigma-Aldrich Chemie Holding GmbH (Germany)
(a) Sigma-Aldrich Chemie GmbH (Germany)
(b) RdH Laborchemikalien GmbH & Co. (Germany)
(B) Aldrich Chemical Company, Inc. (Delaware)
(1) Sigma-Aldrich N.V./S.A. (Belgium)
(2) Sigma Chemie B.V. (The Netherlands)
(3) Aldrich-Chemie GmbH & Co. K.G. (Germany)
(4) Aldrich-Chemie Verwaltungs GmbH (Germany)
(5) Sigma-Aldrich S.r.l. (Italy)
(6) Sigma-Aldrich Chimie S.N.C. (France)
(a) Sigma-Aldrich Chemie S.a.r.l. (France)
(C) Supelco, Inc. (Delaware)
2. B-Line Systems, Inc. (Illinois)
3. Sigma-Aldrich Foreign Sales Corporation (Barbados)
4. Fluka Chemie AG (Switzerland)
5. Sigma-Aldrich Company, Ltd. (United Kingdom)
6. Sigma-Aldrich Foreign Holding Co. (Missouri)
(A) Sigma-Aldrich Quimica S.A. (Spain)
(B) Sigma-Aldrich Pty., Limited (Australia)
(C) Sigma-Aldrich Canada Ltd. (Canada)
(D) Sigma-Aldrich s.r.o. (Czech Republic)
(E) Sigma-Aldrich Quimica Brasil Ltda. (Brazil)
(F) Sigma-Aldrich Quimica S.A. de C.V. (Mexico)
(G) Sigma-Aldrich Handels GmbH (Austria)
(H) Sigma-Aldrich Kft (Hungary)
(I) Sigma-Aldrich Sp. zo.o (Poland)
(J) Sigma-Aldrich Japan KK (Japan)
(K) Sigma-Aldrich India (India)
(L) Sigma-Aldrich Ireland Ltd. (Ireland)
(M) Sigma-Aldrich E.P.E. (Greece)
(N) Sigma-Aldrich de Argentina, S.A. (Argentina)
(O) Sigma-Aldrich (Pty.) Ltd. (South Africa)
(P) Sigma-Aldrich Pte. Ltd. (Singapore)
(Q) Sigma-Aldrich Korea Ltd. (Korea)
(R) LabKemi AB (Sweden)
(S) Ing F. Heidenreich AS (Norway)