<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 27, 1998
Registration Statement File No. 333-
===============================================================================
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 Identification No.)
incorporation or organization)
10300 OLIVE BOULEVARD 63166-6760
P. O. BOX 66760 (Zip Code)
ST. LOUIS, MISSOURI
(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>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
<CAPTION>
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
REGISTERED PRICE PER SHARE AGGREGATE OFFERING REGISTRATION FEE
PRICE<F1>
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value (and associated
Preferred Share Purchase Rights) 600,000<F1> $29.438<F2> $17,662,800<F2> $5,310.53<F3>
======================================================================================================================
<FN>
<F1> 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 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 Common Stock as
reported in The Wall Street Journal for the New York Stock
Exchange Composite Transactions for April 22, 1998.
<F3> Includes a minimum registration fee of $100 for the Preferred Share
Purchase Rights.
</TABLE>
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Pursuant to General Instruction E to Form S-8, Solutia Inc. (the
"Company") incorporates by reference the contents of the Company's
Registration Statement on Form S-8 (File No. 333-34683) as filed with the
Securities and Exchange Commission ("SEC") on August 29, 1997, except as the
foregoing may be modified by the information set forth herein. This
Registration Statement is being filed to register an additional 600,000
shares of Company Common Stock, $0.0l par value (the "Common Stock") and
associated Preferred Share Purchase Rights.
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. Mr. Barnickol beneficially
owns 42,838 shares and holds options to purchase an additional 323,698 shares
of Common Stock.
ITEM 8. EXHIBITS.
See Exhibit Index at page 4.
1
<PAGE> 3
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 the 27th day of April, 1998.
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>
<F*>
- ---------------------------- Chairman, Chief Executive Officer April 27, 1998
Robert G. Potter and Director (Principal Executive Officer)
<F*>
- ---------------------------- President and Director April 27, 1998
John C. Hunter III
<F*>
- ---------------------------- Senior Vice President and Chief
Robert A. Clausen Financial Officer (Principal Financial Officer) April 27, 1998
<F*>
- ----------------------------- Vice President and Controller
Roger S. Hoard (Principal Accounting Officer) April 27, 1998
<F*>
- ----------------------------- Director April 27, 1998
Robert T. Blakely
<F*>
- ----------------------------- Director April 27, 1998
Joan T. Bok
<F*>
- ----------------------------- Director April 27, 1998
Paul H. Hatfield
<F*>
- ----------------------------- Director April 27, 1998
Robert H. Jenkins
<F*>
- ----------------------------- Director April 27, 1998
Howard M. Love
2
<PAGE> 4
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
<F*>
- ----------------------------- Director April 27, 1998
Frank A. Metz, Jr.
<F*>
- ----------------------------- Director April 27, 1998
William D. Ruckelshaus
<F*>
- ----------------------------- Director April 27, 1998
John B. Slaughter
<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
3
<PAGE> 5
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 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
2. Consent of Solutia's Counsel -- See Exhibit 5
24 Powers of Attorney submitted by Robert G. Potter, John C.
Hunter III, Robert A. Clausen, Roger S. Hoard, Robert T.
Blakely, Joan T. Bok, Paul H. Hatfield, Robert H.
Jenkins, Howard M. Love, Frank A. Metz, Jr.,
William D. Ruckelshaus and John B. Slaughter
(incorporated herein by reference to Exhibit 24(a) of the
Company's Form 10-K for the year ended December 31, 1997
filed on March 13, 1998)
</TABLE>
4
<PAGE> 1
EXHIBIT 5
April 27, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As General Counsel of Solutia Inc., a Delaware corporation having its
general offices at 10300 Olive Boulevard, St. Louis, Missouri 63166-6760 (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 (the "Securities Act"), covering 600,000 shares of Common
Stock, $0.01 par value per share, of the Company ("Common Stock") authorized
for issuance under the Solutia Inc. 1997 Stock-Based Incentive Plan (the
"Plan") and associated Preferred Share Purchase Rights. 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 then sole stockholder, Monsanto
Company, on August 28, 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 7,800,000 shares of Common
Stock thereunder, including the 600,000 shares now being registered.
It is my opinion that the Company is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
Delaware; that the Plan, including the authority to issue up to 7,800,000
shares of Common Stock thereunder, including the 600,000 shares now being
registered, has been duly authorized by appropriate corporate actions of the
Company; and that the aforesaid 600,000 shares of Common Stock when 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 the
Registration Statement and to its use in connection therewith. I further
consent to the reference to Solutia's counsel in the "Commitments and
Contingencies" note to the financial statements incorporated by reference in
the Company's Annual Report on Form 10-K for the year ended December 31, 1997
and incorporated by reference in this Registration Statement. My consent to
the reference to Solutia's counsel in the note is not an admission that the
consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Karl R. Barnickol
------------------------------
Karl R. Barnickol
General Counsel
Solutia Inc.
5
<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 reports dated February 25, 1998
(which include an explanatory paragraph as to a change in method of
accounting), appearing in and incorporated by reference in your Annual Report
on Form 10-K for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Saint Louis, Missouri
April 27, 1998
6
