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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1997
REGISTRATION STATEMENT FILE NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SOLUTIA INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C>
DELAWARE 43-1781797
(State or other jurisdiction of incorporation (I.R.S. Employer Indemnification No.)
or organization)
10300 OLIVE BLVD. 63166-6760
ST. LOUIS, MISSOURI (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
SOLUTIA INC. MANAGEMENT INCENTIVE REPLACEMENT PLAN
(Full title of the plan)
KARL R. BARNICKOL, ESQ.
General Counsel
Solutia Inc.
10300 Olive Blvd.
P.O. Box 66760
St. Louis, Missouri 63166-6760
(Name and address of agent for service)
(314) 674-1000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value (and associated
Preferred Share Purchase
Rights).................. 17,500,000* $20.5625** $359,843,750** $109,143.46***
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</TABLE>
* Section V.B. of the Solutia Inc. Management Incentive Replacement Plan (the
"Plan") provides that in the event of a stock dividend, stock split,
recapitalization, etc., the total number of shares which may be optioned or
awarded, the number of shares covered by each outstanding option or award,
and the price per share of such outstanding options shall be equitably
adjusted. Accordingly, pursuant to Rule 416, this registration statement
covers, in addition to the number of shares of Common Stock stated above, an
indeterminate number of shares which, by reason of any such event, may
become subject to the Plan.
** Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(h)(1) and based on the average
of the high and low prices of the Common Stock, quoted on a when issued
basis, as reported in The Wall Street Journal for the New York Stock
Exchange Composite Transactions for August 25, 1997.
*** Includes a minimum registration fee of $100 for the Preferred Share Purchase
Rights.
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PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428 (b)
(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below of Solutia Inc. (hereinafter
referred to as the "Company" or "registrant"), and all such other documents or
portions of documents subsequently filed by the Company 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 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 documents.
(a) The Company's latest annual report, filed pursuant to Sections
13(a) or 15(d) of the Exchange Act, or either (1) the Company's latest
prospectus filed pursuant to Rule 424(b) under the Securities Act which
contains, either directly or by incorporation by reference, audited
financial statements for the Company's latest fiscal year for which such
statements have been filed, or (2) the Company's effective registration
statement on Form 10 or 20-F filed under the Exchange Act containing
audited consolidated financial statements for the Company's latest fiscal
year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
or the prospectus or effective registration statement referred to in (a)
above.
(c) The description of the Company's Common Stock, $.01 par value per
share ("Common Stock"), and the description of associated Preferred Share
Purchase Rights contained in registration statements filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
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 subsequently filed document which also is or is
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.
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<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock to be issued pursuant to the Plan will be
passed upon for the Company by Karl R. Barnickol, Senior Vice President, General
Counsel and Secretary of the Company. Based upon the estimated conversion price
on the date of distribution of shares of the Company's Common Stock in
connection with the Company's spin-off from Monsanto Company, Mr. Barnickol will
beneficially own 10,823 shares and hold options to purchase approximately
279,120 additional shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions pursuant to which directors, officers, employees and agents of
the Company may be indemnified against any liabilities which they may incur in
their capacity as such.
Article VIII of the Company's Restated Certificate of Incorporation will
provide for indemnification of directors and officers of the Company. Section
7.1 of the Company's By-Laws will provide for indemnification of directors,
officers and employees of the Company.
In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index at page 5.
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 paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if 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 the registration statement.
(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
2
<PAGE> 4
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, 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 an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
* * *
(h) Insofar as 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.
3
<PAGE> 5
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 County of St. Louis, and the State of Missouri, on this
28th day of August, 1997.
SOLUTIA INC.
(Registrant)
By /s/ KARL R. BARNICKOL
------------------------------------
Karl R. Barnickol
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
* Chairman, Chief Executive Officer and August 28, 1997
- --------------------------------------------- Director (Principal Executive
(Robert G. Potter) Officer)
* President and Director August 28, 1997
- ---------------------------------------------
(John C. Hunter III)
* Senior Vice President, Chief August 28, 1997
- --------------------------------------------- Financial Officer and Director
(Robert A. Clausen) (Principal Financial Officer)
* Vice President and Controller August 28, 1997
- --------------------------------------------- (Principal Accounting Officer)
(Roger S. Hoard)
</TABLE>
* Karl R. Barnickol, by signing his name hereto, does sign this document on
behalf of the above noted individuals, pursuant to powers of attorney duly
executed by such individuals which have been filed as an Exhibit to this
Registration Statement.
/s/ KARL R. BARNICKOL
-------------------------------------
Attorney-in-fact
4
<PAGE> 6
EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
(4) Form of Rights Agreement, dated as of August 6, 1997 between
the Company and First Chicago Trust Company of New York
(incorporated herein by reference to the Company's
Registration Statement on Form 10 filed with the Commission
on August 7, 1997)
(5) Opinion re legality
(15) Omitted -- Inapplicable
(23) 1. Consent of Deloitte & Touche LLP
2. Consent of Company Counsel -- See Exhibit 5
(24) Powers of Attorney submitted by Robert G. Potter, John C.
Hunter III, Robert A. Clausen and Roger S. Hoard
</TABLE>
5
<PAGE> 1
Exhibit 5
August 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
As General Counsel of Solutia, Inc., a Delaware Corporation having its general
offices at 10300 Olive Blvd., St. Louis, Missouri 63166 (the "Company"), I am
familiar with the Registration Statement on Form S-8 (the "Registration
Statement") being filed by the Company under the Securities Act of 1933, as
amended, covering up to 17,500,000 shares of the Company's Common Stock, $.01
par value, ("Common Stock") to the extent authorized for issuance under the
Solutia Inc. Management Incentive Replacement Plan (the "Plan"). The Plan was
adopted by the Company's Board of Directors by unanimous written consent
effective as of August 26, 1997, and was approved by the Company's sole
stockholder, Monsanto Company, on August 27, 1997
I am also familiar with the Company's certificate of incorporation and by-laws
as now in effect, and with all corporate and other proceedings
taken by the Board of Directors relative to the authorization of the Plan,
including the proposed original issuance of up to 17,500,000 shares of Common
Stock upon the exercise of options.
It is my opinion that the Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; that the Plan has been duly
authorized by appropriate corporate action of the Company; and that the shares
of Common Stock to be issued under the Plan, when issued and delivered pursuant
to the provisions of the Plan, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement and to its use in connection therewith. I further
consent to the reference to Chemicals' counsel in the "Commitments and
Contingencies" note to the financial statements incorporated by reference in the
Company's registration statement on Form 10 dated August 7, 1997, as amended
August 19, 1997, and incorporated by reference in this Registration Statement.
My consent to the reference to Chemicals' counsel in the note is not an
admission that the consent is required by Section 7 of the Securities Act of
1933.
Very truly yours,
/s/Karl R. Barnickol
----------------------
Karl R. Barnickol
General Counsel
Solutia Inc.
<PAGE> 1
EXHIBIT 23(1)
CONSENT OF INDEPENDENT AUDITORS
SOLUTIA INC.:
We consent to the incorporation by reference in this Registration Statement
of Solutia Inc. on Form S-8 of our report dated May 1, 1997, except for the
SUBSEQUENT EVENT section of Note 1, as to which the date is July 10, 1997,
appearing in your Registration Statement on Form 10 filed August 7, 1997,
as amended August 19, 1997.
/s/ Deloitte & Touche LLP
Saint Louis, Missouri
August 28, 1997
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Robert G. Potter, of St. Louis County, State of Missouri, Chairman
and Chief Executive Officer (Principal Executive Officer) and Director of
Solutia Inc. (the "Company"), a Delaware corporation with its general offices
in the County of St. Louis, Missouri, do by these presents make, constitute and
appoint Karl R. Barnickol and Karen L. Knopf, both of St. Louis County,
Missouri, or either of them acting alone, to be my true and lawful attorneys
for me and in my name, place and stead, to execute and sign (i) the
Registration Statements on Form S-8 and any Amendments thereto to be filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), covering the registration of the Company s
securities to be issued under the Solutia Inc. Savings and Investment Plan and
the Solutia Inc. ERISA Parity Savings and Investment Plan; (ii) the
Registration Statement on Form S-8 and any Amendments thereto to be filed with
the Commission under the Act, covering the registration of the Company s
securities to be issued under the Solutia Inc. Employee Stock Purchase Plan;
(iii) the Registration Statements on Form S-8 and any Amendments thereto to be
filed with the Commission under the Act, covering the registration of the
Company's securities to be issued under the Solutia Inc. Management Incentive
Replacement Plan and the Solutia Inc. Shared Success Replacement Plan; and (iv)
any Registration Statements on Form S-8 and any Amendments thereto to be filed
with the Securities and Exchange Commission under the Act, covering the
registration of the Company's securities to be issued under any new stock-based
incentive plans; giving and granting unto said attorneys full power and
authority to do and perform such actions as fully as I might have done or could
do if personally present and executing any of said documents.
Witness my hand this 25th day of August, 1997
/s/Robert G. Potter
-------------------------
Robert G. Potter
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 25th day of August, 1997, before me personally appeared Robert
G. Potter, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free
act and deed.
<PAGE> 2
/s/Mary K. McBride
---------------------------
Notary Public
My Commission Expires: 2-12-98
-------
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, John C. Hunter III, of St. Louis County, State of Missouri,
President and Director of Solutia Inc. (the "Company"), a Delaware corporation
with its general offices in the County of St. Louis, Missouri, do by these
presents make, constitute and appoint Karl R. Barnickol and Karen L. Knopf,
both of St. Louis County, Missouri, or either of them acting alone, to be my
true and lawful attorneys for me and in my name, place and stead, to execute
and sign (i) the Registration Statements on Form S-8 and any Amendments thereto
to be filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), covering the
registration of the Company's securities to be issued under the Solutia Inc.
Savings and Investment Plan and the Solutia Inc. ERISA Parity Savings and
Investment Plan; (ii) the Registration Statement on Form S-8 and any Amendments
thereto to be filed with the Commission under the Act, covering the
registration of the Company's securities to be issued under the Solutia Inc.
Employee Stock Purchase Plan; (iii) the Registration Statements on Form S-8 and
any Amendments thereto to be filed with the Commission under the Act, covering
the registration of the Company's securities to be issued under the Solutia
Inc. Management Incentive Replacement Plan and the Solutia Inc. Shared Success
Replacement Plan; and (iv) any Registration Statements on Form S-8 and any
Amendments thereto to be filed with the Commission under the Act, covering the
registration of the Company's securities to be issued under any new stock-based
incentive plans; giving and granting unto said attorneys full power and
authority to do and perform such actions as fully as I might have done or could
do if personally present and executing any of said documents.
Witness my hand this 25th day of August, 1997
/s/John C. Hunter III
--------------------------
John C. Hunter III
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 25th day of August, 1997, before me personally appeared John C.
Hunter III, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free
act and deed.
<PAGE> 4
/s/Mary K. McBride
-------------------------
Notary Public
My Commission Expires: 2-12-98
---------
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Robert A. Clausen, of St. Louis County, State of Missouri, Senior
Vice President and Chief Financial Officer (Principal Financial Officer) and
Director of Solutia Inc. (the "Company"), a Delaware corporation with its
general offices in the County of St. Louis, Missouri, do by these presents
make, constitute and appoint Karl R. Barnickol and Karen L. Knopf, both of St.
Louis County, Missouri, or either of them acting alone, to be my true and
lawful attorneys for me and in my name, place and stead, to execute and sign
(i) the Registration Statements on Form S-8 and any Amendments thereto to be
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), covering the registration of
the Company s securities to be issued under the Solutia Inc. Savings and
Investment Plan and the Solutia Inc. ERISA Parity Savings and Investment Plan;
(ii) the Registration Statement on Form S-8 and any Amendments thereto to be
filed with the Commission under the Act, covering the registration of the
Company s securities to be issued under the Solutia Inc. Employee Stock
Purchase Plan; (iii) the Registration Statements on Form S-8 and any Amendments
thereto to be filed with the Commission under the Act, covering the
registration of the Company s securities to be issued under the Solutia Inc.
Management Incentive Replacement Plan and the Solutia Inc. Shared Success
Replacement Plan; and (iv) any Registration Statements on Form S-8 and any
Amendments thereto to be filed with the Commission under the Act, covering the
registration of the Company's securities to be issued under any new stock-based
incentive plans; giving and granting unto said attorneys full power and
authority to do and perform such actions as fully as I might have done or could
do if personally present and executing any of said documents.
Witness my hand this 26th day of August, 1997
/s/Robert A. Clausen
--------------------------
Robert A. Clausen
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 26th day of August, 1997, before me personally appeared Robert A.
Clausen, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free
act and deed.
<PAGE> 6
/s/Mary K. McBride
----------------------
Notary Public
My Commission Expires: 2-12-98
---------
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Roger S. Hoard, of St. Louis County, State of Missouri, Principal
Accounting Officer of Solutia Inc. (the "Company"), a Delaware corporation with
its general offices in the County of St. Louis, Missouri, do by these presents
make, constitute and appoint Karl R. Barnickol and Karen L. Knopf, both of St.
Louis County, Missouri, or either of them acting alone, to be my true and
lawful attorneys for me and in my name, place and stead, to execute and sign
(i) the Registration Statements on Form S-8 and any Amendments thereto to be
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), covering the registration of
the Company's securities to be issued under the Solutia Inc. Savings and
Investment Plan and the Solutia Inc. ERISA Parity Savings and Investment Plan;
(ii) the Registration Statement on Form S-8 and any Amendments thereto to be
filed with the Commission under the Act, covering the registration of the
Company's securities to be issued under the Solutia Inc. Employee Stock
Purchase Plan; (iii) the Registration Statements on Form S-8 and any Amendments
thereto to be filed with the Commission under the Act, covering the
registration of the Company's securities to be issued under the Solutia Inc.
Management Incentive Replacement Plan and the Solutia Inc. Shared Success
Replacement Plan; and (iv) any Registration Statements on Form S-8 and any
Amendments thereto to be filed with the Commission under the Act, covering the
registration of the Company's securities to be issued under any new stock-based
incentive plans; giving and granting unto said attorneys full power and
authority to do and perform such actions as fully as I might have done or could
do if personally present and executing any of said documents.
Witness my hand this 25th day of August, 1997
/s/Roger S. Hoard
-----------------------
Roger S. Hoard
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 25th day of August, 1997, before me personally appeared Roger S.
Hoard, to me known to be the person described in and who executed the foregoing
instrument, and acknowledged that he executed the same as his free act and
deed.
<PAGE> 8
/s/Mary K. McBride
-----------------------
Notary Public
My Commission Expires: 2-12-98
---------
