<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1997
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File No. 333-
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================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SOLUTIA INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1781797
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10300 Olive Boulevard, P.O. Box 66760, St. Louis, Missouri 63166-6760
(Address of Principal Executive Offices) (Zip Code)
SOLUTIA INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Karl R. Barnickol, Esq., General Counsel
Solutia Inc., 10300 Olive Boulevard, P.O. Box 66760, St. Louis 63166-6760
(Name and address of agent for service)
(314) 674-1000
Telephone number, including area code,
of agent for service
<TABLE>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
<CAPTION>
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, ($.01 par
value) and associated Preferred
Share Purchase Rights 250,000<F1> $20.5625<F2> $5,140,625<F2> $1,657.77<F3>
=========================================================================================================================
<FN>
<F1> Section 9 of the Solutia Inc. Employee Stock Purchase Plan (the "Plan")
provides that in the event of a stock dividend, stock split, or
recombination, the total number of shares then being purchased under the
Plan and the price per share shall be adjusted proportionately.
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 and associated Preferred Share Purchase
Rights which, by reason of any such event, may become subject to the
Plan.
<F2> 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.
<F3> Includes a minimum registration fee of $100 for the Preferred Share
Purchase Rights.
</TABLE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) 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 Form S-8 (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), (b) and (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 incorporated 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, 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,
1
<PAGE> 3
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.
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 liability 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 6.
2
<PAGE> 4
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;
(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 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 that time be deemed to be the initial bonafide
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 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to 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
3
<PAGE> 5
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 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 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
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 County of St. Louis, State of Missouri, on
August 28, 1997.
SOLUTIA INC.
(Registrant)
By: /s/ Karl R. Barnickol
-----------------------------------------
Karl R. Barnickol
Secretary
4
<PAGE> 6
Pursuant to the requirements of the Securities Act of 1933, 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>
<F*> Chairman, Chief Executive August 28, 1997
- --------------------- Officer and Director
Robert G. Potter (Principal Executive Officer)
<F*> President and Director August 28, 1997
- ---------------------
John C. Hunter, III
<F*> Senior Vice President, August 28, 1997
- --------------------- Chief Financial Officer
Robert A. Clausen and Director
(Principal Financial Officer)
<F*> Vice President and Controller August 28, 1997
- --------------------- (Principal Accounting Officer)
Roger S. Hoard
<FN>
<F*> 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.
</TABLE>
/s/ Karl R. Barnickol
--------------------------------------------
Karl R. Barnickol
Attorney-in-Fact
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
----------- -----------
<C> <S>
4 Rights Agreement, dated as of August 6, 1997 between the
Company and First Chicago Trust Company of New York as
Rights Agent (incorporated herein by reference to the
Company's registration statement on Form 10 filed August
7, 1997, as amended August 19, 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.
DELOITTE & TOUCHE LLP
Saint Louis, Missouri
August 28, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF COMPANY COUNSEL
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 filed 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.
KARL R. BARNICKOL
General Counsel
Solutia Inc.
Saint Louis, Missouri
August 28, 1997
<PAGE> 1
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.
/s/ Mary K. McBride
---------------------------
Notary Public
My Commission Expires: 2-12-98
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<PAGE> 2
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.
/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, 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.
/s/ Mary K. McBride
---------------------------
Notary Public
My Commission Expires: 2-12-98
-------
<PAGE> 4
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.
/s/ Mary K. McBride
-------------------------
Notary Public
My Commission Expires: 2-12-98
-------
