As filed with the U.S. Securities and Exchange Commission on May 28, 2021

Registration No. 333-

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

The Chemours Company
(Exact name of registrant as specified in its charter)

 

1007 Market Street, Wilmington, Delaware 19801
(Address, including zip code, and telephone number, including
area code, of principal executive offices)

 

THE CHEMOURS COMPANY 2017 EQUITY AND INCENTIVE PLAN
(Full title of the plan)

 

David C. Shelton, Esq.

Senior Vice President, General Counsel &

Corporate Secretary
The Chemours Company
1007 Market Street, Wilmington, Delaware 19801
(Name and address of agent for service)

 

Telephone number, including area code, of agent for service: (302) 773-1000

 

Copies to:

 

Scott Lesmes, Esq.

Morrison & Foerster LLP

2100 L Street, NW, Suite 900

Washington, DC 20037

 

 

 

 

 

---

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

 

 

 

---

 

EXPLANATORY NOTE 

 

This Registration Statement on Form S-8 is filed by the Registrant relating to 3,050,000 shares of its Common Stock, issuable to eligible participants under the Plan, which Common Stock is in addition to the 19,000,000 shares of Common Stock registered on the Registrant’s Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2017 (Commission File No. 333-217623) (the “Prior Registration Statement”).

 

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration of Common Stock issuable under the Plan, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

 

PART II 

 

ITEM 8.    EXHIBITS. 

 

 

 

 

 

---

 

SIGNATURES 

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on May 28, 2021.

 

THE CHEMOURS COMPANY

 

 

POWER OF ATTORNEY 

 

Each person whose signature appears below constitutes and appoints Sameer Ralhan and David C. Shelton, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 of the Securities Act of 1933), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

 

 

EXHIBIT 5.1

 

May 28, 2021

 

The Chemours Company

1007 Market Street

Wilmington, Delaware 19801

 

Ladies and Gentlemen:

 

I am Senior Vice President, General Counsel and Corporate Secretary of The Chemours Company (the “Company”), and I offer this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed with the Securities and Exchange Commission on the date hereof, in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 3,050,000 shares of the common stock of the Company, par value $0.01 (the “Shares”), issuable from time to time pursuant to The Chemours Company 2017 Equity and Incentive Plan (the “Plan”).

 

I have examined such documents and such matters of fact and law as I have deemed necessary to examine relating to the issuance of the Shares.

 

In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. In making my examination of documents executed or to be executed by parties other than the Company, I have assumed that such parties had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties and the validity and binding effect thereof. As to any facts material to the opinion expressed herein which I have not independently established or verified, I have relied upon statements and representations of other officers and representatives of the Company and others.

 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, it is my opinion that the Shares, when issued and outstanding pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable.

 

This opinion is limited to the original issuance of Shares by the Company. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. This opinion is further limited to the General Corporation Law of the State of Delaware.

 

I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to myself in the Registration Statement and any amendments thereto. In giving such consent, I do not hereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder.

 

 

 

 

 

 

EXHIBIT 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of The Chemours Company of our report dated February 12, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in The Chemours Company's Annual Report on Form 10-K for the year ended December 31, 2020.  

 

/s/ PricewaterhouseCoopers LLP
New York, New York
May 28, 2021