<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 1998
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)
DELAWARE 43-1781797
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10300 OLIVE BOULEVARD 63166-6760
P. O. BOX 66760 (Zip Code)
ST. LOUIS, MISSOURI
(Address of Principal Executive Offices)
SOLUTIA INC. ERISA PARITY SAVINGS AND INVESTMENT 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 AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER UNIT AGGREGATE OFFERING REGISTRATION FEE
PRICE<F1>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Savings and Investment Plan
Obligations <F2> $7,500,000 100% $7,500,000 $2,212.50
=================================================================================================================================
<FN>
<F1> Estimated solely for the purpose of determining the registration fee.
<F2> The ERISA Parity Savings and Investment Plan Obligations are unsecured
obligations of Solutia Inc. to pay deferred compensation in the future in
accordance with the terms of the Solutia Inc. ERISA Parity Savings and
Investment Plan.
</TABLE>
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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. 333-34591) as filed with the
Securities and Exchange Commission ("SEC") on August 28, 1997, except as the
foregoing may be modified by the information set forth herein. This
Registration Statement is being filed to register an additional $7,500,000 of
ERISA Parity Savings and Investment Obligations (the "Obligations"). The
Obligations are unsecured obligations of Solutia Inc. to pay deferred
compensation in the future in accordance with the terms of the Solutia Inc.
ERISA Parity Savings and Investment Plan (the "Plan").
ITEM 4. DESCRIPTION OF SECURITIES.
Under the Plan, the Company provides certain employees ("Participants")
who are prohibited from fully contributing to the Solutia Inc. Savings and
Investment Plan (the "Savings Plan") because of limitations imposed on the
Savings Plan by the Internal Revenue Code with the opportunity to defer a
specified portion of their compensation. The Obligations are unsecured
general obligations of the Company to pay the deferred compensation in the
future in accordance with the terms of the Plan and rank equally with other
unsecured and unsubordinated indebtedness of the Company.
Compensation deferred by a Participant ("Employee Deferrals"), together
with any employer contribution ("Employer Match"), are held in the general
funds of the Company. The Company establishes an individual bookkeeping
account for each Participant. Employee Deferrals are allocated to a
Participant's account in accordance with investment alternatives selected by
the Participant and the terms of the Plan. Investment alternatives include
(i) a stock account treated as though it were invested in Company common
stock ("Stock Account") or (ii) a mutual fund or similar account treated as
though it were invested in certain investment vehicles specified in the Plan.
Employer Matches are automatically invested in the Stock Account, subject to
certain exceptions. Employee Deferrals and Employer Matches invested in the
Stock Account accrue dividend equivalents and are reinvested. A
Participant's account reflects, in all other respects, share ownership for
events such as a stock split, but a Participant has no voting rights.
Neither amounts in the Plan nor the establishment of individual
bookkeeping accounts shall be deemed to have created a trust, and no
Participant shall have an ownership interest in any such account. A
Participant's rights to any amounts credited to his account are not
transferable or assignable.
Obligations are not subject to redemption, in whole or in part by
Participants, except upon termination of employment or death as specified in
the Plan. The Company reserves the right to amend, merge, consolidate, or
terminate the Plan at any time, except that such action shall not adversely
affect the amount that any Participant is entitled to receive.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities 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 is a
participant in the Plan.
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 that they
may incur in such capacity.
Article VIII of the Company's Restated Certificate of Incorporation
provides for indemnification of directors and officers of the Company.
Section 7.1 of the Company's By-Laws provides for indemnification of
directors, officers, and employees of the Company.
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In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
ITEM 8. EXHIBITS.
See Exhibit Index at page 5.
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<PAGE> 4
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 13th day of March, 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 March 13, 1998
- ----------------------------- and Director (Principal Executive Officer)
Robert G. Potter
<F*> President and Director March 13, 1998
- -----------------------------
John C. Hunter III
<F*> Senior Vice President and Chief March 13, 1998
- ----------------------------- Financial Officer (Principal Financial Officer)
Robert A. Clausen
<F*> Vice President and Controller March 13, 1998
- ----------------------------- (Principal Accounting Officer)
Roger S. Hoard
<F*> Director March 13, 1998
- -----------------------------
Robert T. Blakely
<F*> Director March 13, 1998
- -----------------------------
Joan T. Bok
<F*> Director March 13, 1998
- -----------------------------
Paul H. Hatfield
<F*> Director March 13, 1998
- -----------------------------
Robert H. Jenkins
<F*> Director March 13, 1998
- -----------------------------
Howard M. Love
3
<PAGE> 5
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
<F*> Director March 13, 1998
- -----------------------------
Frank A. Metz, Jr.
<F*> Director March 13, 1998
- -----------------------------
William D. Ruckelshaus
<F*> Director March 13, 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.
/s/ Karl R. Barnickol
----------------------------
Karl R. Barnickol
Attorney-in-Fact
</TABLE>
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
- ----------- -----------
<S> <C>
(5) Opinion re legality of securities to be issued
(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, 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>
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EXHIBIT 5
March 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: $7,500,000 ERISA Parity Savings and Investment Plan Obligations
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 $7,500,000 of Solutia
Inc. ERISA Parity Savings and Investment Plan Obligations (the "Obligations"),
which may be issued pursuant to the Solutia Inc. ERISA Parity Savings and
Investment Plan (the "Plan").
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 issuance of the Obligations.
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 and that the Obligations, when issued and delivered as contemplated
by the Registration Statement and the Plan, will be duly authorized and will
constitute valid and binding obligations of the Company, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws of
general applicability relating to or affecting enforcement of creditors'
rights or by general principles of equity.
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.
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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
DELOITTE & TOUCHE LLP
Saint Louis, Missouri
March 13, 1998
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