SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MORTON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Indiana 36-4140798
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
100 North Riverside Plaza
Chicago, Illinois 60606-1596
(Address of Principal Executive offices)(Zip Code)
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MORTON INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
(Full title of the plan)
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P. Michael Phelps, Esq.
Vice President & Secretary
Morton International, Inc.
100 North Riverside Plaza
Chicago, Illinois 60606-1596
Telephone: (312) 807-2422
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Title of Amount to Proposed Proposed Amount of
securities be maximum offering maximum registration fee
to be registered registered(1) price per aggregate
share(2) offering price(2)
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<S> <C> <C> <C> <C>
Common Stock, 570,000 $28.50 $16,245,000 $4,922.73
par value $1.00
per share
- --------------------------------------------------------------------------------------------------
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2) Calculated pursuant to Rule 457(h), based on an assumed price of $28.50 per share, which represents the average of
the high and low prices of such securities reported on the New York Stock Exchange Composite Tape on April 28, 1997.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
The Registrant's Registration Statement on Form 10 filed March 24, 1997.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c) , 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities then offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such 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. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article Ninth of the Registrant's Articles of Incorporation ("Article
Ninth") sets forth the limits of the liability of directors, officers,
employees and agents (collectively, "Corporate Persons") in accordance with
the Indiana Business Corporation Law (the "Indiana Law"). Corporate Persons
will not be liable for any loss or damage suffered on account of any action
taken or omitted to be taken if (a) such person (i) acted in good faith, (ii)
with the care an ordinarily prudent person in a like position would have
exercised under similar circumstances, and (iii) in a manner such person
reasonably believed was in the best interests of the Registrant or (b) such
person's breach of or failure to act in accordance with the standards of
conduct set forth in (a) did not constitute willful misconduct or recklessness
(the "Standards of Conduct"). In addition, Corporate Persons will be deemed
to have complied with the Standards of Conduct if, in good faith, they relied
upon corporate records, information prepared by other Corporate Persons, legal
counsel, public accountants, and the Board of Directors if that Corporate
Person is not a director and if such Corporate Person reasonably believed the
records or persons upon whom he relied merited confidence. The elimination of
liability of Corporate Persons for monetary damages in the circumstances
described above may deter persons from bringing third party or derivative
actions against Corporate Persons to the extent such actions seek monetary
damages.
Article Ninth provides for indemnification and insurance on behalf of
Corporate Persons (and certain others acting on behalf of the Company or its
affiliates in accordance with the Indiana Law). Mandatory indemnification is
provided for Corporate Persons to the extent such person is successful in
defending any action, suit or proceeding, whether civil or criminal,
administrative or investigative, formal or informal (an "Action") against any
expenses, including attorneys' fees. In all other situations, unless ordered
by a court, any indemnification of a Corporate Person under Article Ninth
shall be made by the Registrant only as authorized in the specific case upon a
determination that indemnification of such
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person is proper in the circumstances because he met the "Indemnification
Standards." Those standards are as follows: the Corporate Person (a) acted in
good faith, (b) acted in a manner he reasonably believed (1) with respect to
actions as a Corporate Person, to be in the best interests of the Registrant
or (2) with respect to actions while serving, at the request of the
Registrant, as a Corporate Person, partner, trustee or member or in another
authorized capacity of or for another entity, was not opposed to the best
interests of the Registrant, and (c) with respect to any criminal Action,
either (1) had reasonable cause to believe his conduct was lawful or (2) had
no reasonable cause to believe his conduct was unlawful.
The determination that the Indemnification Standards were met will be made
(a) by the Board of Directors, by a majority vote of a quorum consisting of
directors who are not at the time parties to the Action involved, (b) if a
quorum cannot be obtained, by a majority vote of a committee duly designated
by the Board of Directors, consisting solely of two or more directors who are
not at the time parties, (c) by written opinion of legal counsel or (d) by the
shareholders who are not at the time parties, voting together as a single
class.
Also, Article Ninth provides for the advancement of expenses if the
Corporate Person furnishes a written affirmation of his good faith belief that
he has met the Indemnification Standards (and an agreement to repay such
advance if it is ultimately determined that he did not meet those standards),
and a determination is made that, based upon the facts then known,
indemnification as set forth above would not be precluded. The rights granted
under Article Ninth are deemed not to be the exclusive indemnification rights,
and additional indemnification may be provided by law or by action of directors
or shareholders. The Registrant may purchase insurance for any Corporate
Person against any liability asserted against and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Company
would have the power to indemnify him. The Registrant has purchased
directors' and officers' liability insurance in the amounts and subject to the
conditions set forth in such policies covering certain liabilities incurred by
its officers and directors in connection with the performance of their
respective duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Registration Statement. Pursuant to Item 8(b) of
Form S-8, the Registrant undertakes that it will submit or has submitted the
plan to which this Registration Statement relates 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 to qualify the plan.
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;
(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;
(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 the undertakings set forth in 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 by the
Registrant pursuant to section 13 or section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, 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 further undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as the indemnification for liabilities arising under the
Securities Act 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 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 and will be governed by the final adjudication of such issue.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 1st day of May,
1997.
MORTON INTERNATIONAL, INC.
By: /s/ S. J. Stewart
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S. J. Stewart,
Chairman and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints S. J. Stewart, R. P. Buschmann and P. M.
Phelps, and each of them, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, 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 or 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 or his 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 on Form S-8 has been signed by the following persons as
of May 1, 1997 in the capacities indicated.
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Signature Title
--------- -----
/s/ S.J. Stewart
- ----------------------------------- Chairman of the Board and
S. J. Stewart Chief Executive Officer and Director
(Principal Executive Officer
/s/ T. F. McDevitt
- ----------------------------------- Vice President Finance and
T. F. McDevitt Chief Financial Officer
(Principal Financial Officer)
/s/ L.N. Liszt
- ----------------------------------- Controller (Principal
L. N. Liszt Accounting Officer)
/s/ R.M. Barford
- ----------------------------------- Director
R. M. Barford
/s/ J.R. Cantalupo
- ----------------------------------- Director
J. R. Cantalupo
/s/ W.T. Creson
- ----------------------------------- Director
W. T. Creson
/s/ W.J. Farrell
- ----------------------------------- Director
W. J. Farrell
/s/ D.C. Fill
- ----------------------------------- Director
D. C. Fill
/s/ W.E. Johnston
- ----------------------------------- Director
W. E. Johnston
/s/ R.L. Keyser
- ----------------------------------- Director
R. L. Keyser
/s/ F.W. Luerssen
- ----------------------------------- Director
F. W. Luerssen
/s/ E.J. Mooney
- ----------------------------------- Director
E. J. Mooney
/s/ G.A. Schaefer
- ----------------------------------- Director
G. A. Schaefer
/s/ R. W. Stone
- ----------------------------------- Director
R. W. Stone
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INDEX TO EXHIBITS
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Exhibit
Number Description Method of Filing
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4.1 Form of Rights Agreement between the Incorporated by reference
Registrant and The First Chicago Trust to Exhibit 4.1 to
Company of New York. Registrant's Registration
Statement on Form 10 filed
March 24, 1997.
4.2 Articles of Incorporation of the Incorporated by reference
Registrant. to Exhibit 3.1 to
Registrant's Registration
Statement on Form 10 filed
March 24, 1997.
4.3 By-laws of the Registrant. Incorporated by reference
to Exhibit 3.2 to
Registrant's Registration
Statement on Form 10 filed
March 24, 1997.
5.1 Opinion of Barnes & Thornburg re Filed herewith
legality of securities being registered. electronically.
23.1 Consent of Ernst & Young LLP, Filed herewith
independent auditors. electronically.
23.2 Consent of Barnes & Thornburg. Included in Exhibit 5.1.
24.1 Power of Attorney. Included in Part II of
Registration Statement.
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[RETIREMENT SAVINGS PLAN] EXHIBIT 5.1
May 1, 1997
New Morton International, Inc.
100 North Riverside Plaza
Chicago, Illinois 60606
Gentlemen:
We have acted as special Indiana counsel to New Morton International,
Inc., an Indiana corporation (the "Company") in connection with the
Registration Statement on Form S-8 (the "Registration Statement") filed under
the Securities Act of 1933, as amended, relating to the offer and sale of
570,000 shares of common stock, par value $1.00 per share, of the Company (the
"Common Stock") under the Retirement Savings Plan (the "Plan") which, pursuant
to the resolution of the Board of Directors of the Company on April 24, 1997,
was assumed by the Company effective upon the consummation of the
transactions (the "Distribution") contemplated by the Distribution Agreement by
and between the Company and Morton International, Inc., an Indiana corporation
(a copy of which is an exhibit to the Company's Form 10 Registration Statement
filed with the Securities and Exchange Commission on March 24, 1997 (the "Form
10")). Following the Distribution, the Company intends to amend its articles
of incorporation to change its name to Morton International, Inc.
In rendering the opinions set forth herein, we have limited our factual
inquiry to (i) review of the articles of incorporation and by-laws of the
Company, (ii) reliance on a certificate of the Secretary of the Company, (iii)
reliance on the facts and representations contained in the Form 10, including
without limitation those relating to the number of the Company's Common Shares
which will be outstanding following the Distribution, and (iv) such documents,
corporate records and other instruments as we have deemed necessary or
appropriate as a basis for the opinions expressed below, including without
limitation a certificate issued by the Secretary of State of the State of
Indiana dated April 17, 1997 attesting to the corporate existence of the
Company in the State of Indiana. In addition, 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 copies.
Based upon the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that when (i) the Common Stock has been
purchased and the purchase price has been paid pursuant to the Plan and the
Registration Statement, (ii) the Corporation has complied with the Securities
Act of 1933, as amended, and with the securities laws of the State of Indiana
and all other jurisdictions in which the Common Stock is to be issued pursuant
to the Plan and the Registration Statement, and (iii) the registration and
delivery of the certificate or certificates evidencing the Common Stock has
occurred, the Common Stock will be legally issued, fully paid and non-
assessable.
The foregoing opinion is limited to the current internal laws of the
State of Indiana (without giving effect to any conflict of law principals
thereof), and we have not considered, and express no opinion on, the laws of
any other jurisdiction. This opinion is based upon the laws in effect and
facts in existence on the date of this letter, and we assume no obligation to
revise or supplement this letter should the law or facts, or both, change.
This opinion is intended solely for the use of the Company in connection
with the registration of the Common Stock pursuant to the Registration
Statement. It may not be relied upon by any other person or for any other
purpose, or reproduced or filed publicly by any person, without the written
consent of Barnes & Thornburg; provided, however, that we hereby consent to
the filing of this opinion as Exhibit 5.1 to the Registration Statement. In
giving this consent, however, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Barnes & Thornburg
BARNES & THORNBURG
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Morton International, Inc. Retirement
Savings Plan of our report dated July 31, 1996, with respect to the
consolidated financial statements of Morton International, Inc. (the
predecessor to the Registrant) as of June 30, 1996 and 1995 and for each of
the three years in the period ended June 30, 1996, included in the
Registration Statement on Form 10 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Chicago, Illinois
April 29, 1997
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