<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on October 8, 1996
Registration No. 33-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
MILLENNIUM CHEMICALS INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3436215
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
99 Wood Avenue South
Iselin, New Jersey 08830
(Address of principal executive offices) (Zip code)
Millennium Chemicals Inc. Long Term Stock Incentive Plan
(Full title of the plan)
George H. Hempstead, III, Esq.
Senior Vice President - Law and Administration
99 Wood Avenue South
Iselin, New Jersey 08830
(908) 603-6600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price aggregate offering registration
per share(1) price fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 per
share 3,909,000 shares $22.625 $88,441,125 $26,800.34
==============================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (c).
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and Exchange
Commission by Millennium Chemicals Inc., a Delaware corporation (the "Company"),
are incorporated herein by reference:
(1) the Company's Registration Statement on Form 10, Registration
No. 1-12091, filed with the Securities and Exchange Commission on August
23, 1996;
(2) the Company's Information Statement, dated August 23, 1996
attached as Annex A to the Company's Registration Statement on Form 10,
Registration No. 1-12091, furnished to holders of Ordinary Shares of the
capital of Hanson PLC in connection with the proposed dividend of 100%
of the capital stock of the Company; and
(3) the description of the Company's Common Stock, par value
$0.01 per share, incorporated by reference from the Company's
Registration Statement filed on Form 10, Registration No. 1-12091, filed
with the Securities and Exchange Commission on August 23, 1996, pursuant
to Section 12 of the Securities and Exchange Act of 1934, as amended,
under the caption "Description of Capital Stock."
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing such
documents.
Any statement in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. Article XIV of the
Company's By-Laws provides for indemnification of directors and officers to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
II-1
<PAGE>
<PAGE>
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. Article VII of the Company's Amended and Restated
Certificate of Incorporation contains such a provision.
The Company's By-Laws authorize the Company to purchase insurance for
directors, officers and employees of the Company, and persons who serve at the
request of the Company as directors, officers, members, employees, fiduciaries
or agents of other enterprises against any expense, liability or loss incurred
in such capacity, whether or not the Company would have the power to indemnify
such persons against such expense or liability under the By-Laws. The Company
intends to maintain insurance coverage for its directors and officers under a
directors and officer's liability insurance policy as well as coverage to
reimburse the Company for potential costs of its indemnification of directors
and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Form of Amended and Restated Certificate of Incorporation of the
Company. Incorporated by reference from Exhibit 3.1 of the
Company's Registration Statement on Form 10, Registration No.
1-12091, filed with the Securities and Exchange Commission on
August 23, 1996.
4.2 By-Laws of the Company. Incorporated by reference from Exhibit
3.2 of the Company's Registration Statement on Form 10,
Registration No. 1-12091, filed with the Securities and Exchange
Commission on August 23, 1996.
4.3 Millennium Chemicals Inc. Long Term Stock Incentive Plan.
Incorporated by reference from Exhibit 10.25 of the Company's
Registration Statement on Form 10, Registration No. 1-12091,
filed with the Securities and Exchange Commission on August 23,
1996.
4.4 Specimen certificate for Common Stock of Millennium Chemicals
Inc. Incorporated by reference from Exhibit 4.1 of the Company's
Registration Statement on Form 10, Registration No. 1-12091,
filed with the Securities and Exchange Commission on August 23,
1996.
5 Opinion of Weil, Gotshal & Manges LLP.
23.01 Consent of Price Waterhouse LLP.
23.02 Consent of Ernst & Young LLP.
23.03 Consent of Ernst & Young.
23.04 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
24 Powers of Attorney.
II-2
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<PAGE>
Item 9. Undertakings.
(a) 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. 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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"calculation of registration fee" table in the effective
registration statement; (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 (a)(1)(i) and (a)(1)(ii) of this section do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, 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 Securities and
Exchange Commission by the registrant pursuant to Section 13 or
Section 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 the 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 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 foregoing provisions, 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 London, State of England, on October 8, 1996.
Millennium Chemicals Inc.
By: /s/ George H. Hempstead
_________________________________
George H. Hempstead
Senior Vice President - Law and
Administration
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William M. Landuyt* Chairman of the Board and Chief October 8, 1996
_________________________________________ Executive Officer
William M. Landuyt
/s/ Robert E. Lee* President, Chief Operating Officer and October 8, 1996
_________________________________________ Director
Robert E. Lee
/s/ John E. Lushefski* Senior Vice President and Chief October 8, 1996
_________________________________________ Financial Officer
John E. Lushefski
/s/ Marie S. Dreher* Corporate Controller October 8, 1996
_________________________________________
Marie S. Dreher
/s/ The Rt. Hon. Kenneth Baker* Director October 8, 1996
_________________________________________
The Rt. Hon. Kenneth Baker CH MP
/s/ Worley H. Clark, Jr.* Director October 8, 1996
_________________________________________
Worley H. Clark, Jr.
/s/ The Rt. Hon. The Lord Glenarthur Director October 8, 1996
_________________________________________
The Rt. Hon. The Lord Glenarthur
/s/ David J.P. Meachin* Director October 8, 1996
_________________________________________
David J.P. Meachin
/s/ Martin G. Taylor* Director October 8, 1996
_________________________________________
Martin G. Taylor
/s/ Martin D. Ginsburg* Director October 8, 1996
_________________________________________
Martin D. Ginsburg
* By George H. Hempstead, III
Attorney-in-fact
/s/ George H. Hempstead, III
_________________________________________
George H. Hempstead, III
</TABLE>
II-4
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Document
- ----------- ---------
<C> <S>
4.1 Form of Amended and Restated Certificate of Incorporation of the
Company. Incorporated by reference from Exhibit 3.1 of the
Company's Registration Statement on Form 10, Registration No.
1-12091 filed with the Securities and Exchange Commission on
August 23, 1996.
4.2 By-Laws of the Company. Incorporated by reference from Exhibit 3.2
of the Company's Registration Statement on Form 10, Registration
No. 1-12091 filed with the Securities and Exchange Commission on
August 23, 1996.
4.3 Millennium Chemicals Inc. Long Term Stock Incentive Plan.
Incorporated by reference from Exhibit 10.25 of the Company's
Registration Statement on Form 10, Registration No. 1-12091 filed
with the Securities and Exchange Commission on August 23, 1996.
4.4 Specimen Certificate for Common Stock of Millennium Chemicals Inc.
Incorporated by reference from the Company's Registration
Statement on Form 10, Registration No. 1-12091, filed with the
Securities and Exchange Commission on August 23, 1996.
5 Opinion of Weil, Gotshal & Manges LLP.
23.01 Consent of Price Waterhouse LLP.
23.02 Consent of Ernst & Young LLP.
23.03 Consent of Ernst & Young.
23.04 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
24 Powers of Attorney.
</TABLE>
<PAGE>
<PAGE>
Exhibit 5
October 8, 1996
Millennium Chemicals Inc.
99 Wood Avenue South
Iselin, New Jersey 08830
Ladies and Gentlemen:
We have acted as special counsel to Millennium Chemicals Inc., a
Delaware corporation (the "Company"), in connection with the authorization of
the filing with the Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement") of the Company for
registration under the Securities Act of 1933, as amended, of the issuance of up
to 3,909,000 shares (the "Plan Shares") of the Company's Common Stock, par value
$.01 per share, including associated preferred stock purchase rights, reserved
for issuance (i) upon the exercise of options and/or stock appreciation rights,
(ii) pursuant to performance share or performance unit awards, (iii) upon the
grant of restricted stock, or (iv) pursuant to the formula stock grants to
directors, under the Millennium Chemicals Inc. Long Term Stock Incentive Plan
(the "Stock Incentive Plan").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Stock Incentive Plan and such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company and have made such inquiries
of such officers and representatives as we have deemed relevant and necessary as
a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents.
Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the Plan Shares have been duly authorized and, when
and to the extent issued (i) upon the exercise of options and/or stock
appreciation rights, (ii) pursuant to performance share or performance unit
awards, (iii) upon the grant of restricted stock, or (iv) pursuant to the
formula stock grants to directors, under the Stock Incentive Plan and the
instruments of award or grant (including, in the case of shares issuable upon
exercise of stock options, payment of the exercise price thereof), will be
validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the corporate laws of the
State of Delaware and the federal laws of the United States, and we express no
opinion as to the effect on the matters covered by this opinion of the laws of
any other jurisdiction.
The opinion expressed herein is rendered solely for your benefit in
connection with the transactions described herein. Such opinion may not be used
or relied upon by any other person, nor may this letter or any copies thereof be
furnished to a third party, filed with a governmental agency, quoted, cited or
otherwise referred to without our prior written consent, except that we hereby
consent to the use of this opinion as an exhibit to the Registration Statement.
Very truly yours,
Weil, Gotshal & Manges LLP
<PAGE>
<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of (a) our report dated July 2, 1996 related to the
combined financial statements of Millennium Chemicals Inc., (b) our report dated
October 29, 1993 related to the consolidated financial statements of Quantum
Chemical Corporation, and (c) our report dated July 2, 1996 related to the
financial statement of Millennium Chemicals Inc., all of which appear in the
Registration Statement on Form 10 of Millennium Chemicals Inc. dated August 23,
1996.
PRICE WATERHOUSE LLP
Morristown, New Jersey
October 7, 1996
<PAGE>
<PAGE>
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8), pertaining to the Millennium Chemicals Inc. Long Term Stock Incentive
Plan, of our report dated November 7, 1995, except for Note 12 as to which the
date is July 2, 1996, with respect to the consolidated financial statements of
HMB Holdings Inc. included in the Registration Statement on Form 10 of
Millennium Chemicals Inc. filed with the Securities and Exchange Commission on
August 23, 1996.
ERNST & YOUNG LLP
Independent Accountants
Hackensack, New Jersey
October, 7 1996
<PAGE>
<PAGE>
Exhibit 23.03
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8), pertaining to the Millennium Chemicals Inc. Long Term Stock Incentive
Plan, of our report dated February 10, 1994 with respect to the financial
statements of SCM Chemicals Limited for the fiscal year ended September 30,
1993, included in the Registration Statement on Form 10 of Millennium Chemicals
Inc. filed with the Securities and Exchange Commission on August 23, 1996.
ERNST & YOUNG
Chartered Accountants
Hull, England
October 7, 1996
<PAGE>
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints George H. Hempstead, III, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act, for him and in his name, place, and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 of Millennium Chemicals Inc. and any
or all amendments (including post-effective amendments) thereto, relating to the
registration, under the Securities Act of 1933, as amended, of shares of Common
Stock of the Company to be issued pursuant to the Millennium Chemicals Inc. Long
Term Stock Incentive Plan, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
October 8, 1996 /s/ William M. Landuyt
_________________________________________
William M. Landuyt
/s/ Robert E. Lee
_________________________________________
Robert E. Lee
/s/ John E. Lushefski
_________________________________________
John E. Lushefski
/s/ Marie S. Dreher
_________________________________________
Marie S. Dreher
/s/ The Rt. Hon. Kenneth Baker CH MP
_________________________________________
The Rt. Hon. Kenneth Baker CH MP
/s/ Worley H. Clark, Jr.
_________________________________________
Worley H. Clark, Jr.
/s/ The Rt. Hon. The Lord Glenarthur
_________________________________________
The Rt. Hon. The Lord Glenarthur
/s/ David J.P. Meachin
_________________________________________
David J.P. Meachin
/s/ Martin G. Taylor
_________________________________________
Martin G. Taylor
/s/ Martin D. Ginsburg
_________________________________________
Martin D. Ginsburg
