<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1997
REGISTRATION STATEMENT FILE NO. 333-
================================================================================
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 or (I.R.S. Employer Indemnification No.)
organization)
10300 OLIVE BLVD. 63166-6760
ST. LOUIS, MISSOURI (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
SOLUTIA INC. SAVINGS AND INVESTMENT 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>
=======================================================================================================================
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).................. 750,000* $20.5625** $15,421,875** $4,773.29***
=======================================================================================================================
</TABLE>
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.
- ------------------
* The Solutia Inc. Defined Contribution and Employee Stock Ownership Trust
Agreement provides that the number of Shares available under the Plan will
be equitably adjusted in the event of a stock dividend, stock split,
recapitalization or similar event. Accordingly, 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 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.
================================================================================
<PAGE> 2
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 the Solutia Inc. Savings and
Investment Plan (hereinafter referred to as the "Plan"), and all such other
documents or portions of documents subsequently filed by the Company or the Plan
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 and the Plan's latest annual report, filed pursuant
to Sections 13(a) or 15(d) of the Exchange Act, or in the case of the
Company, 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 reports
or the prospectus or effective registration statement referred to in (a)
above.
(c) The description of the Company's common stock, par value $.01 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
1
<PAGE> 3
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 7.
In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA and an Internal Revenue Service ("IRS") determination
letter that the Plan is qualified under Section 401 of the Internal Revenue Code
of 1986, as amended, the registrant hereby undertakes to submit the Plan and any
amendment thereto to the IRS in a timely manner and to make all changes required
by the IRS in order 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 this 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 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.
***
2
<PAGE> 4
(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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <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
Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustee (or other persons who administer the Plan) has duly caused this
Registration Statement to be signed on her behalf by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri, on August 28,
1997.
SOLUTIA INC. SAVINGS AND
INVESTMENT PLAN
(Plan)
By: /s/ SHEILA B. FELDMAN
------------------------------------
Sheila B. Feldman, Chairman
Employee Benefits Plans Committee
Solutia Inc.
5
<PAGE> 7
EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
(4) 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) Omitted -- Inapplicable
(15) Omitted -- Inapplicable
(23) 1. Consent of Deloitte & Touche LLP
2. Consent of Company Counsel
(24) Powers of Attorney submitted by Robert G. Potter, John C.
Hunter III, Robert A. Clausen and Roger S. Hoard
</TABLE>
6
<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
EXHIBIT 23.2
I hereby 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.
/s/ Karl R. Barnickol
-------------------------------
Karl R. Barnickol
General Counsel
Monsanto Company
<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
---------
