Registration No.333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OLIN CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 13-1872319
-------- ----------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
501 Merritt 7, Norwalk, Connecticut 06851
----------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
(Full title of the plan)
J. M. Jackson, Jr.
Vice President, General Counsel
and Secretary
Olin Corporation
501 Merritt 7
Norwalk, Connecticut 06851
(Name and address of agent for service)
203-750-3126
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
----------------
Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered registered (1) Per Share (2) Price (2) Registration Fee
Common Stock (par value $1.00 3,000,000 $21.025 $63,075,000.00 $15,769.00
per share)
Participating Cumulative (3) (3) (3) (3)
Preferred Stock Purchase Rights
(1) This Registration Statement shall also cover an indeterminate amount of
interests to be offered or sold pursuant to the Plan, as well as any additional
shares of Common Stock which become issuable under the Plan by reason of any
stock dividend or stock split or as the result of other anti-dilution provisions
in the Plan.
(2) Estimated solely for purposes of calculating the amount of the
registration fee, pursuant to Rule 457(c) and (h), based upon the average of the
high and low prices reported for the Common Stock on March 5, 2001, on the New
York Stock Exchange consolidated reporting system.
(3) The rights are attached to the Common Stock pursuant to the Rights
Agreement dated as of February 27, 1996, between Olin Corporation and Chemical
Mellon Shareholder Services, L.L.C. The value attributable to the rights, if
any, is reflected in the value of the Common Stock and the registration fee for
the rights is included in the fee for the Common Stock.
Part II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The SEC allows us to incorporate by reference the information we file
with them, which means:
- incorporated documents are considered part of the prospectus;
- we can disclose important information to you by referring you to
those documents; and
- information that we file with the SEC will automatically update and
supersede this incorporated information.
We incorporate by reference the documents listed below which were filed
with the SEC under the Securities Exchange Act of 1934:
(a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2000;
(b) The description of our Common Stock, par value $1.00 per share,
contained in our Quarterly Report on Form 10-Q for the quarter ended September
30, 1991.
(c) The description of the Series A Participating Cumulative Preferred
Stock Purchase Rights contained in our Form 8-A dated February 21, 1996.
We also incorporate by reference each of the following documents that we
will file with the SEC after the date of this registration statement until this
offering is completed:
- reports filed under Section 13(a) and (c) of the Securities
Exchange Act of 1934;
- definitive proxy or information statements filed under Section 14
of the Securities Exchange Act of 1934 in connection with any
subsequent stockholders' meeting; and
- any reports filed under Section 15(d) of the Securities Exchange
Act of 1934.
Item 4. DESCRIPTION OF SECURITIES
-------------------------
Not applicable; the class of securities to be offered is registered
under Section 12(g) of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
-------------------------------------
The validity of the newly issued shares of Common Stock of the Company
will be passed upon by J.M. Jackson, Jr., Vice President, General Counsel and
Secretary. Mr. Jackson owns
shares of the Company directly, and through various employee benefit plans, and
has options to purchase shares.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Virginia Stock Corporation Act permits indemnification of the
Company's directors, officers and employees in a variety of circumstances. Under
Sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act, a Virginia
corporation generally is authorized to indemnify its directors, officers and
employees in civil or criminal actions if they acted in good faith and believed
their conduct to be in the best interests of the corporation. In the case of
criminal actions, directors, officers or employees will be indemnified if they
had no reasonable cause to believe that their conduct was unlawful. The Act also
provides mandatory indemnification in Section 13.1-698 for a director against
expenses incurred in the successful defense of a proceeding. Under Section 13.1-
704 of the Virginia Stock Corporation Act, a Virginia corporation is permitted
to grant such further indemnity to its directors, officers and employees as may
be authorized by the articles of incorporation or any bylaw or resolution
adopted by its shareholders unless those persons engaged in willful misconduct
or a knowing violation of the criminal law. The Company's By-laws require
indemnification of directors, officers and employees with respect to certain
liabilities, expenses and other amounts imposed upon them by reason of having
been directors, officers or employees unless they engaged in willful misconduct
or a knowing violation of the criminal law. The Company's Board of Directors or,
under certain circumstances, legal counsel make the determination of whether a
director, officer or employee met the standard of conduct required for
indemnification. Section 13.1-692.1 of the Virginia Stock Corporation Act
permits a Virginia corporation to limit or totally eliminate the liability of a
director or officer for monetary damages in a shareholder or derivative
proceeding unless that director or officer engaged in willful misconduct or a
knowing violation of the criminal law or securities laws. The Company's By-laws
contain a provision intended to eliminate such liability.
Directors and officers of the Company are insured, subject to certain
exclusions and limits and to the extent not otherwise indemnified by the
Company, against loss (including expenses incurred in the defense of actions,
suits and proceedings in connection therewith) arising from any error,
misstatement, misleading statement, omission or other act made or performed in
their capacity as directors and officers. The policies also reimburse the
Company for liability incurred in the indemnification of its directors and
officers under common or statutory laws or the Company's By-laws, subject to the
terms, conditions and exclusions of such policies. In addition, directors,
officers and other employees of the Company who may be "fiduciaries" as that
term is used in the Employee Retirement Income Security Act of 1974 are insured
with respect to liabilities under the Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
Item 8. EXHIBITS
--------
(a) The Exhibits to this Registration Statement are listed in the
Exhibit Index to this Registration Statement, which Index is incorporated herein
by reference.
(b) The Registrant undertakes that it or its subsidiary will submit or
has submitted the plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner, and has made or will make all changes required by
the IRS in order to qualify the plan.
Item 9. UNDERTAKINGS
------------
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; provided that, notwithstanding the foregoing any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (i) and (ii) above do not
apply if the registration statement is on Form S-3 or Form S-
8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to under Item 6,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Registrant. Pursuant to the requirements of the Securities Act of 1933,
-----------
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Norwalk, State of Connecticut, on March 8, 2001.
OLIN CORPORATION
By: /s/ J. M. Jackson, Jr.
-----------------------------
J. M. Jackson, Jr.
Title: Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
We the undersigned officers and directors of Olin Corporation, hereby
severally constitute and appoint Johnnie M. Jackson, Jr., and Anthony W.
Ruggiero, and each of them singly, our true and lawful attorneys-in-fact, with
full power to them in any and all capacities, to sign any and all amendments to
this Registration Statement on Form S-8 (including any post-effective amendments
thereto), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may 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 below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Donald W. Griffin Chairman of the Board, President, Chief March 8, 2001
---------------------------------- Executive Officer and Director
Donald W. Griffin (Principal Executive Officer)
/s/ Anthony W. Ruggiero Executive Vice President, Chief March 8, 2001
---------------------------------- Financial Officer and Director
Anthony W. Ruggiero (Principal Financial Officer)
/s/ William W. Higgins Director March 8, 2001
----------------------------------
William W. Higgins
/s/ Randall W. Larrimore Director March 8, 2001
----------------------------------
Randall W. Larrimore
Signature Title Date
--------- ----- ----
/s/ Stephen F. Page Director March 8, 2001
----------------------------------
Stephen F. Page
Director March 8, 2001
/s/ G. Jackson Ratcliffe, Jr.
----------------------------------
G. Jackson Ratcliffe, Jr.
/s/ Richard M. Rompala Director March 8, 2001
----------------------------------
Richard M. Rompala
/s/ Mary E. Gallagher Vice President and Controller March 8, 2001
----------------------------------
Mary E. Gallagher (Principal Accounting Officer)
Plan. Pursuant to the requirements of the Securities Act of 1933, the
----
Olin Corporation Contributing Employee Ownership Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized on this 8th day of March, 2001.
OLIN CORPORATION CONTRIBUTING
EMPLOYEE OWNERSHIP PLAN
By the Pension and CEOP Administrative Committee
/s/ Peter C. Kosche
-------------------
Peter C. Kosche
/s/ Sharon E. Doughty
---------------------
Sharon E. Doughty
/s/ Linda S. LaFortune
----------------------
Linda S. LaFortune
EXHIBIT INDEX
EXHIBIT DESCRIPTION
4 By-laws of Olin as amended effective January 25, 2001.
5 Opinion of Counsel.
23.1 Consent of Independent Auditor
23.2 Consent of Counsel (contained in Exhibit 5)