As filed with the Securities and Exchange Commission on January 18, 2012
Registration No. 333- 177176
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CABOT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 04-2271897 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| Two Seaport Lane Suite 1300 Boston, MA |
02210 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Cabot Retirement Savings Plan
Cabot Supplemental Retirement Savings Plan
(Full Title of the Plans)
Brian A. Berube, Esq.
Vice President and General Counsel
Two Seaport Lane
Suite 1300
Boston, MA 02210
(Name and Address of Agent For Service)
617-345-0100
(Telephone Number, Including Area Code, of Agent For Service)
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.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
This post-effective amendment is being filed to clarify that the registered shares may also be issued under the Cabot Supplemental Retirement Savings Plan as employer matching contributions.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 5. | Interests of Named Experts and Counsel |
The validity of the securities has been passed upon by Brian A. Berube, the registrant’s Vice President and General Counsel. At the time of rendering his opinion, Mr. Berube had a beneficial ownership interest in 81,897 shares of the registrant’s common stock. It is anticipated that additional shares will be issued to Mr. Berube pursuant to the registrant’s equity incentive and employee benefit plans.
| Item 8. | Exhibits |
The exhibit index immediately preceding the exhibits is incorporated herein by reference.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts on this 17th day of January, 2012.
| CABOT CORPORATION | ||
| By: | /s/ Patrick M. Prevost | |
| Patrick M. Prevost | ||
| President and Chief Executive Officer | ||
The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts on this 17th day of January, 2012.
| CABOT RETIREMENT SAVINGS PLAN | ||
| By: | /s/ Robby D. Sisco | |
| Robby D. Sisco | ||
| Vice President | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Patrick M. Prevost |
President, Chief Executive Officer and Director (Principal executive officer) | January 17, 2012 | ||
| Patrick M. Prevost | ||||
| /s/ Eduardo E. Cordeiro |
Executive Vice President and Chief Financial Officer (Principal financial officer) | January 17, 2012 | ||
| Eduardo E. Cordeiro | ||||
| /s/ James P. Kelly |
Vice President and Controller (Principal accounting officer) |
January 17, 2012 | ||
| James P. Kelly | ||||
|
* |
Director, Non-Executive Chairman of the Board | January 17, 2012 | ||
| John F. O’Brien | ||||
|
* |
Director | January 17, 2012 | ||
| John S. Clarkeson | ||||
|
* |
Director | January 17, 2012 | ||
| Juan Enriquez-Cabot |
||||
|
* |
Director |
January 17, 2012 | ||
| Gautam S. Kaji |
||||
|
* |
Director | January 17, 2012 | ||
| Roderick C.G. MacLeod | ||||
|
* |
Director | January 17, 2012 | ||
| Henry F. McCance |
||||
|
* |
Director | January 17, 2012 | ||
| John K. McGillicuddy | ||||
II-6
|
* |
Director | January 17, 2012 | ||
| Sue H. Rataj |
||||
|
* |
Director | January 17, 2012 | ||
| Ronaldo H. Schmitz |
||||
|
* |
Director | January 17, 2012 | ||
| Lydia W. Thomas |
||||
|
* |
Director | January 17, 2012 | ||
| Mark S. Wrighton |
||||
| By: | /s/ Brian A. Berube | |
| Attorney-in-fact |
INDEX TO EXHIBITS
| Number |
Description | |
| 5.1 | Opinion of Brian A. Berube as to the legality of the securities. | |
| 23.1 | Consent of Deloitte & Touche LLP. | |
| 23.2 | Consent of Brian A. Berube (contained in Exhibit 5.1). | |
| 24 | Power of attorney (previously filed). | |