<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000
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 (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
575 MARYVILLE CENTRE DRIVE 63166-6760
P. O. BOX 66760 (ZIP CODE)
ST. LOUIS, MISSOURI
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SOLUTIA INC. EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
KARL R. BARNICKOL, ESQ.
GENERAL COUNSEL
SOLUTIA INC.
575 MARYVILLE CENTRE DRIVE
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
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $0.01 par value
(and associated preferred 500,000<F1> $13.0938<F2> $6,546,900<F2> $1,828.39<F3>
share purchase rights)
==============================================================================================================================
<FN>
<F1> Section 9 of the Solutia Inc. Employee Stock Purchase 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 6, 2000.
<F3> Includes a minimum registration fee of $100 for the preferred share
purchase rights.
</TABLE>
============================================================================
<PAGE>
<PAGE>
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.
incorporates by reference the contents of Solutia's Registration Statement
on Form S-8 (File No. 333-34561) as filed with the Securities and Exchange
Commission on August 28, 1997, except as may be modified by the information
set forth in this document. This registration statement is being filed to
register an additional 500,000 shares of Solutia common stock, and
associated preferred share purchase rights.
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 Solutia may be indemnified against any liabilities that they may
incur in such capacity.
Article VIII of Solutia's Restated Certificate of Incorporation
provides for indemnification of directors and officers of Solutia. Section
7.1 of Solutia's By-Laws provides for indemnification of directors,
officers, and employees of Solutia.
In addition, Solutia maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
ITEM 8. EXHIBITS.
See Exhibit Index at page 4.
1
<PAGE>
<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, State of Missouri,
on this the 10th of March, 2000.
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, President, Chief Executive Officer, March 10, 2000
- --------------------------- and Director (Principal Executive Officer)
John C. Hunter III
<F*> Senior Vice President and Chief March 10, 2000
- --------------------------- Financial Officer (Principal Financial Officer)
Robert A. Clausen
<F*> Vice President and Controller March 10, 2000
- --------------------------- (Principal Accounting Officer)
James M. Sullivan
<F*> Vice Chairman, Chief Operating Officer March 10, 2000
- --------------------------- and Director
Michael E. Miller
<F*> Director March 10, 2000
- ---------------------------
Robert T. Blakely
<F*> Director March 10, 2000
- ---------------------------
Joan T. Bok
<F*> Director March 10, 2000
- ---------------------------
Paul H. Hatfield
<F*> Director March 10, 2000
- ---------------------------
Robert H. Jenkins
Director March , 2000
- ---------------------------
Howard M. Love
<F*> Director March 10, 2000
- ---------------------------
Frank A. Metz, Jr.
2
<PAGE>
<PAGE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
<F*> Director March 10, 2000
- ---------------------------
J. Patrick Mulcahy
<F*> Director March 10, 2000
- ---------------------------
Robert G. Potter
<F*> Director March 10, 2000
- ---------------------------
William D. Ruckelshaus
<F*> Director March 10, 2000
- ---------------------------
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>
<PAGE>
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 Solutia and
First Chicago Trust Company of New York (incorporated herein by
reference to Exhibit 4 of Solutia's Registration Statement on
Form 10 filed with the Commission on August 7, 1997).
5 Omitted -- Inapplicable
15 Omitted -- Inapplicable
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Deloitte & Touche Accountants
24 Powers of Attorney submitted by John C. Hunter III,
Robert A. Clausen, James M. Sullivan, Robert T. Blakely,
Joan T. Bok, Paul H. Hatfield, Robert H. Jenkins, Howard M. Love,
Frank A. Metz, Jr., Michael E. Miller, J. Patrick Mulcahy,
Robert G. Potter, William D. Ruckelshaus and John B. Slaughter
(incorporated herein by reference to Exhibit 24(a) of Solutia's
Form 10-K for the year ended December 31, 1999, filed on
March 10, 2000)
4
<PAGE>
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 opinions dated February 23,
2000 (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, 1999.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Saint Louis, Missouri
March 9, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
Solutia Inc.:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our opinion dated March 1, 2000 (relating to the
financial statements of Viking Resins Group Holdings B.V. and subsidiaries),
appearing in Exhibit 99.1 of your Form 8-K/A filed March 6, 2000.
/s/ Deloitte & Touche Accountants
DELOITTE & TOUCHE ACCOUNTANTS
Amsterdam, The Netherlands
March 9, 2000
