AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1997
Registration Statement File No.
===============================================================================
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
10300 Olive Boulevard 63166-6760
St. Louis, Missouri (Zip Code)
(Address of Principal
Executive Offices)
SOLUTIA INC. 1997 STOCK-BASED INCENTIVE PLAN
(full title of the plan)
KARL R. BARNICKOL, ESQ.
General Counsel
Solutia Inc.
10300 Olive Boulevard
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)
<TABLE>
<CAPTION>
Calculation of Registration Fee
=================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Title of securi- Amount maximum maximum Amount of
ties to be to be offering aggregate registration
registered registered price per share offering fee
Common Stock, 7,200,000(1) $20.5625(2) $148,050,000(2) $44,963.60(3)
$.01 par value
(including
associated
Preferred Share
Purchase Rights)
===============================================================================
</TABLE>
(1) Section 3 of the Plan provides that in the event of a stock dividend,
stock split, recapitalization, etc., the total number of shares which
may be granted, the number of shares covered by each outstanding award,
and the exercise price or base price per share (in the case of options
and stock appreciation rights, respectively) of such shares 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.
(2) 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 (trading on a when-
issued basis) as reported in The Wall Street Journal for the New York
Stock Exchange Composite Transactions for August 25, 1997.
(3) Includes a minimum registration fee of $100 for the Preferred Share
Purchase Rights.<PAGE>
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 Solutia Inc. Common Stock, $.01
par value per share 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.
1<PAGE>
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.
The legality of the Common Stock to be issued pursuant to the
Plan will be passed upon for the Company by Karl R. Barnickol,
Esq., Senior Vice President, General Counsel and Secretary of
the Company. Upon consummation of the distribution of shares of
Common Stock as a dividend to holders of common stock of Monsanto
Company, Mr. Barnickol will beneficially own 10,823 shares and
hold options to purchase approximately an additional 279,120
shares of 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 liability which they may incur in their
capacity as such.
Article VIII of the Company's Restated Certificate of
Incorporation provides for indemnification of directors and
officers of the Company, and Section 7.1 of the Company's By-Laws
provides 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.
ITEM 9. UNDERTAKINGS.
2<PAGE>
(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 bona fide offering thereof.
(3) To remove from registration by means of a
posteffective 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 securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
3<PAGE>
* * *
(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.
4<PAGE>
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, and the State of Missouri, on this
29th 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,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
* Chairman, Chief Executive Officer August 29, 1997
(Robert G. Potter) and Director (Principal Executive
officer)
* President and Director August 29, 1997
(John C. Hunter III)
* Senior Vice President, Chief August 29, 1997
Financial Officer and Director
(Robert A. Clausen) (Principal Financial Officer)
* Vice President and Controller August 29, 1997
(Roger S. Hoard) (Principal Accounting Officer)
* 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
_______________________________
Karl R. Barnickol
Attorney-in-Fact
5<PAGE>
EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit
Table of Item 601 of Regulation S-K.
Exhibit No. Description
(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 of Karl R. Barnickol re
legality of securities to be issued
(15) Omitted - Inapplicable
(23) 1. Consent of Deloitte & Touche LLP
(23) 2. Consent of Karl R. Barnickol - See
Exhibit 5
(24) Powers of Attorney submitted by Robert
G. Potter, John C. Hunter III, Robert
A. Clausen and Roger S. Hoard
6
EXHIBIT 5
August 19, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
As General Counsel of Solutia Inc., a Delaware corporation
having its general offices at 10300 Olive Boulevard, St. Louis,
Missouri 63166 (the "Company"), I am familiar with the Regis-
tration Statement on Form S-8 (the "Registration Statement")
being filed by the Company under the Securities Act of 1933, as
amended, covering 7,200,000 shares of Common Stock, $.01 par
value per share, of the Company ("Common Stock") authorized for
issuance under the Solutia Inc. 1997 Stock-Based Incentive 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 its sole stockholder,
Monsanto Company, on August 28, 1997.
I am also familiar with the Company's certificate of incorpora-
tion and its 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 origi-
nal issuance of up to 7,200,000 shares of Common Stock thereun-
der.
It is my opinion that the Company is a corporation duly orga-
nized and validly existing under the laws of the State of Dela-
ware; that the Plan, including the authority to issue up to
7,200,000 shares of Common Stock thereunder, has been duly
authorized by appropriate corporate action of the Company; and
that the aforesaid 7,200,000 shares of Common Stock, when
delivered pursuant to the provisions of the Plan, will be
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
said Registration Statement and to its use in connection there-
with. 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 registra-
tion 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, as amended.
Very truly yours,
/s/ Karl R. Barnickol
Karl R. Barnickol
General Counsel
Solutia Inc.
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
EXHIBIT 24
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 Exec-
utive 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 be filed with the Commis-
sion 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 secu-
rities to be issued under the Solutia Inc. Management Incentive
Replacement Plan and the Solutia Inc. Shared Success Replace-
ment 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 execut-
ing any of said documents.
Witness my hand this 25th day of August, 1997
/S/ ROBERT G. POTTER
ROBERT G. POTTER<PAGE>
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
-2-<PAGE>
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 Reg-
istration 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 secu-
rities 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 be filed with the Commission under
the Act, covering the registration of the Company's securi-
ties to be issued under the Solutia Inc. Employee Stock Pur-
chase 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 securi-
ties to be issued under the Solutia Inc. Management Incentive
Replacement Plan and the Solutia Inc. Shared Success Replace-
ment 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 registra-
tion 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 person-
ally present and executing any of said documents.
Witness my hand this 25th day of August, 1997
/S/ JOHN C. HUNTER
JOHN C. HUNTER III<PAGE>
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
-2-<PAGE>
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 Commis-
sion (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), covering the registration of the Compa-
ny'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 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 Suc-
cess 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 grant-
ing 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<PAGE>
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
-2-<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Roger S. Hoard, of St. Louis County, State of Mis-
souri, Principal Accounting Officer of Solutia Inc. (the "Com-
pany"), a Delaware corporation with its general offices in the
County of St. Louis, Missouri, do by these presents make, con-
stitute 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 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 Com-
pany's securities to be issued under the Solutia Inc. Manage-
ment 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/ ROGER S. HOARD
ROGER S. HOARD<PAGE>
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
-2-
