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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 1999
Registration Statement File No. 333-
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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. NON-EMPLOYEE DIRECTOR COMPENSATION 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
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<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
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 225,000<F1> $19.3125<F2> $4,345,312.50<F2> $1,308<F3>
(and associated Preferred
Share Purchase Rights)
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<FN>
<F1> Section 19 of the Solutia Inc. Non-Employee Director Compensation
Plan (the "Plan") provides that in the event of a stock dividend,
stock split, or other change in corporate capitalization, the
total number of shares subject to the Plan may 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 as
reported in The Wall Street Journal for the New York Stock
Exchange Composite Transactions for March 10, 1999.
<F3> Includes a minimum registration fee of $100 for the Preferred
Share Purchase Rights.
</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. 333-35689) as filed with
the Securities and Exchange Commission ("SEC") on September 16, 1997,
except as the foregoing may be modified by the information set forth
herein. This Registration Statement is being filed to register an
additional 225,000 shares of Company Common Stock, $0.0l par value (the
"Common Stock") and associated Preferred Share Purchase Rights.
ITEM 8. EXHIBITS.
See Exhibit Index at page 4.
1
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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 16th of March, 1999.
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 16, 1999
- ---------------------- and Director (Principal Executive Officer)
Robert G. Potter
<F*> President and Director March 16, 1999
- ----------------------
John C. Hunter III
<F*> Senior Vice President and Chief March 16, 1999
- ---------------------- Financial Officer (Principal Financial Officer)
Robert A. Clausen
<F*> Vice President and Controller March 16, 1999
- ---------------------- (Principal Accounting Officer)
Roger S. Hoard
<F*> Director March 16, 1999
- ----------------------
Robert T. Blakely
<F*> Director March 16, 1999
- ----------------------
Joan T. Bok
<F*> Director March 16, 1999
- ----------------------
Paul H. Hatfield
<F*> Director March 16, 1999
- ----------------------
Robert H. Jenkins
<F*> Director March 16, 1999
- ----------------------
Howard M. Love
2
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<PAGE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
<F*> Director March 16, 1999
- ------------------------
Frank A. Metz, Jr.
<F*> Director March 16, 1999
- ------------------------
William D. Ruckelshaus
<F*> Director March 16, 1999
- ------------------------
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
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EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table
of Item 601 of Regulation S-K.
Exhibit No. Description
- ----------- -----------
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 Exhibit 4 of the
Company's Registration Statement on Form 10 filed with
the Commission on August 7, 1997).
5 Omitted -- Inapplicable
15 Omitted -- Inapplicable
23 Consent of Deloitte & Touche LLP
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, 1998 filed on March 16, 1999)
4
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EXHIBIT 23
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 24,
1999 (which include an explanatory paragraph as to a change in method of
accounting in 1997), appearing in and incorporated by reference in your
Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Saint Louis, Missouri
March 15, 1999
5
