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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 2000
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.)
575 MARYVILLE CENTRE DRIVE 63166-6760
P. O. BOX 66760 (Zip Code)
ST. LOUIS, MISSOURI
(Address of Principal Executive Offices)
SOLUTIA INC. 2000 STOCK-BASED INCENTIVE 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
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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 PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common stock, $0.01 par value
(and associated preferred share 5,400,000<F1> $11.8125<F2> $63,787,500<F2> $16,939.90<F3>
purchase rights)
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<FN>
<F1> Section 3 of the plan provides that in the event of (a) a stock
dividend, (b) any change in corporate capitalization, such as a
stock split, (c) a corporate transaction, such as a merger or
spinoff, or (d) a reorganization, the total number of shares that
may be granted, the number of shares covered by each outstanding
award, and the option 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 shown 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 June 19, 2000.
<F3> Includes a minimum registration fee of $100 for the preferred
share purchase rights.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission,
this registration statement omits the information specified in Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference:
(a) Solutia's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) Solutia's Quarterly Report on Form 10-Q for the period
ended March 31, 2000, and Solutia's Current Reports on
Form 8-K filed on April 27, 2000, March 6, 2000,
February 1, 2000, January 20, 2000, and January 4, 2000;
(c) The description of Solutia's common stock and the
description of associated preferred share purchase rights
contained in Solutia's Registration Statement on Form 10
filed under the Exchange Act of 1934 on August 7, as
amended August 19, 1997, including any amendments or
reports filed to update these descriptions.
All documents that Solutia later files pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, before
Solutia files a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities
that have not been sold, will be considered to be incorporated by
reference and will be a part of this registration statement from the
date the documents were filed.
Any statement contained in a document incorporated or considered to be
incorporated by reference in this registration statement shall be
considered to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in this
registration statement or in any later filed document which also is
incorporated or considered to be incorporated by reference in this
registration statement modifies or supersedes such statement. Any
statement that is modified or superseded shall not be considered, except
as 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
Karl R. Barnickol, Esq., Senior Vice President, General Counsel and
Secretary of Solutia has passed upon the validity of the common stock to
be issued under the plan. Mr. Barnickol beneficially owns approximately
127,515 shares of Solutia common stock. In addition he holds options
granted under Solutia stock-based incentive plans to purchase 294,621
shares of Solutia common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
permits indemnification of directors, officers, employees and agents of
corporations under specified conditions and subject to specified
limitation.
Article VIII of Solutia's Restated Certificate of Incorporation and
Article VII of its by-laws provide for indemnification of any director
or officer to the fullest extent permitted by the General Corporation
Law of the State of Delaware.
In addition, Solutia maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
2
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See Exhibit Index at page 6.
ITEM 9. UNDERTAKINGS
(a) Solutia 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) 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 about 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) do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission 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 post-effective amendment
shall be considered to be a new registration statement
relating to the securities offered, and the offering of
such securities at that time will be considered to be the
initial bona fide offering; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) Solutia undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of Solutia's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement will be considered a new
registration statement relating to the securities offered, and the
offering of those securities at that time will be viewed as the
initial bona fide offering of those securities.
* * * *
(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 under 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.
3
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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 23rd of June, 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, June 23, 2000
-------------------------- and Director (Principal Executive Officer)
John C. Hunter III
<F*> Senior Vice President and Chief June 23, 2000
-------------------------- Financial Officer (Principal Financial Officer)
Robert A. Clausen
<F*> Vice President and Controller June 23, 2000
-------------------------- (Principal Accounting Officer)
James M. Sullivan
<F*> Vice Chairman, Chief Operating June 23, 2000
-------------------------- Officer and Director
Michael E. Miller
<F*> Director June 23, 2000
--------------------------
Robert T. Blakely
<F*> Director June 23, 2000
--------------------------
Paul H. Hatfield
<F*> Director June 23, 2000
--------------------------
Robert H. Jenkins
<F*> Director June 23, 2000
--------------------------
Frank A. Metz, Jr.
<F*> Director June 23, 2000
--------------------------
J. Patrick Mulcahy
<F*> Director June 23, 2000
--------------------------
Robert G. Potter
4
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
<F*> Director June 23, 2000
--------------------------
William D. Ruckelshaus
<F*> Director June 23, 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
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Karl R. Barnickol
Attorney-in-Fact
5
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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
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4 Form of Rights Agreement, dated as of August 6, 1997,
between Solutia and First Chicago Trust Company of New
York (incorporated by reference to Solutia's Registration
Statement on Form 10 filed on August 7, 1997)
5 Opinion of Karl R. Barnickol regarding validity of
securities to be issued
15 Omitted - Inapplicable
23 1. Consent of Deloitte & Touche LLP
2. Consent of Deloitte & Touche Accountants
3. Consent of Karl R. Barnickol - See Exhibit 5
24 1. Power of Attorney submitted by John C. Hunter III,
Robert T. Blakely, Paul H. Hatfield, Robert H. Jenkins,
Frank A. Metz, Jr., Michael E. Miller, J. Patrick Mulcahy,
Robert G. Potter, William D. Ruckelshaus, and
John B. Slaughter
2. Power of Attorney submitted by Robert A. Clausen and
James M. Sullivan
6
