As filed with the Securities and Exchange Commission on February 3, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ARCH CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
Virginia 06-1526315
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
501 Merritt 7
Norwalk, Connecticut 06851
(Address of Principal Executive Offices)
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Olin Corporation Contributing Employee Ownership Plan
(Full title of the plan)
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J. M. Jackson, Jr.
Secretary
Arch Chemicals, Inc.
501 Merritt 7
Norwalk, Connecticut 06851
203-750-3126
(Name, address and telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum
securities to be offering price per aggregate offering Amount of
to be registered registered share price registration fee
<C> <S> <S> <S> <S>
Common Stock, 2,000,000 [1] $14.03125 [2] $28,062,500 [2] $7,802
par value $1.00 per share
Series A Participating Cumulative [1][3] [3] [3] [3]
Preferred Stock Purchase Rights
[1] In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement registers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein, as well as an indeterminate number of additional shares which may
be issuable pursuant to the anti-dilution provisions thereof.
[2] Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as
amended, and based on the average of the high and low prices of Arch
Chemicals, Inc.'s Common Stock reported on the New York Stock Exchange
consolidated reporting system on January 29, 1999.
[3] The Rights are appurtenant to and trade with the Common Stock. The
value attributable to the Rights, if any, is reflected in the book value of
the Common Stock and the registration fee for the Rights is included in the
fee for the Common Stock.
</TABLE>
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission (the
"Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference herein and shall be
deemed a part hereof:
(a) The Registration Statement on Form 10 of Arch Chemicals, Inc.
(the "Company"), as amended, filed with the Commission, which became
effective under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on January 22, 1999, and which contains a description
of the Common Stock, par value $1.00 per share, of the Company (the
"Common Stock"), and the Series A Participating Cumulative Preferred
Stock Purchase Rights of the Company (the "Rights");
(b) The Annual Report of the Olin Corporation Contributing
Employee Ownership Plan on Form 11-K for the fiscal year ended
December 31, 1997, filed pursuant to Section 15(d) of the Exchange
Act; and
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the fiscal year ended December 31, 1998.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the Company's By-laws
require, indemnification of the Company's directors, officers and employees
in a variety of circumstances. Under Section 13.1-697 of the Virginia
Stock Corporation Act, a Virginia corporation generally is authorized to
indemnify its directors, officers and employees in civil or criminal
actions if such persons acted in good faith and believed their conduct to
be in the best interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that their conduct was
unlawful. Under Section 13.1-704 of the Virginia Stock Corporation Act, a
Virginia corporation is permitted to grant the same indemnity to such
persons unless they engaged in willful misconduct or a knowing violation of
the criminal law. The Company's By-laws require indemnification of
directors, officers and employees with respect to certain liabilities,
expenses and other amounts imposed upon such persons by reason of having
been directors, officers or employees unless they engaged in willful
misconduct or a knowing violation of the criminal law. Section 13.1-692.1
of the Virginia Stock Corporation Act permits a Virginia corporation to
limit or totally eliminate the liability of a director or officer in a
shareholder or derivative proceeding, and the Company's By-laws contain a
provision intended to eliminate such liability.
Directors and officers of the Company are insured, subject to certain
exclusions and limits and to the extent not otherwise indemnified by the
Company, against loss (including expenses incurred in the defense of
actions, suits and proceedings in connection therewith) arising from any
error, misstatement, misleading statement, omission or other act made or
performed in their capacity as directors and officers. The policies also
reimburse the Company for liability incurred in the indemnification of its
directors and officers under common or statutory laws or the Company's
By-laws, subject to the terms, conditions and exclusions of such policies.
In addition, directors, officers and other employees of the Company who may
be "fiduciaries" as that term is used in the Employee Retirement Income
Security Act of 1974 are insured with respect to liabilities under such
Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
Exhibit Number Description
4(a) Amended and Restated Articles of Incorporation.
Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form 10 (SEC File
No. 1-14601).
4(b) Amended By-laws. Incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form 10
(SEC File No. 1-14601).
4(c) Specimen Common Share certificate. Incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 10 (SEC File No. 1-14601).
4(d) Rights Agreement dated January 29, 1999, between the
Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent. Incorporated by reference to Exhibit
4.4 to the Company's Registration Statement on Form 10
(SEC File No. 1-14601).
4(e) Form of Rights certificate. Incorporated by reference
to Exhibit 4.5 to the Company's Registration Statement
on Form 10 (SEC File No. 1-14601).
5 Opinion of Hunton & Williams.
23(a) Consent of KPMG LLP.
23(b) Consent of Hunton & Williams (included in Exhibit 5).
24 Powers of Attorney (included on the signature pages
hereof).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a)(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 (the "Securities Act");
(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 thereof) 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 with respect to 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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports
<PAGE>
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(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) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
<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 town of Norwalk, State of Connecticut, on
the third day of February, 1999.
ARCH CHEMICALS, INC.
By /s/ J. M. Jackson, Jr.
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J. M. Jackson, Jr.
Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose
signature appears below hereby constitutes and appoints J. P. Lacerenza, S.
A. O'Connor and L. S. Massimo his or her true and lawful attorneys-in-fact
and agents, with full power of substitution, and each with power to act
alone, to sign and execute on behalf of the undersigned any and all
amendments or supplements to this Registration Statement, and to perform
any acts necessary to be done in order to file any and all such amendments
and supplements with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, and each of the
undersigned does hereby ratify and confirm all that said attorneys-in-fact
and agents, or their substitutes, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Johnnie M. Jackson, Jr.
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Johnnie M. Jackson, Jr. President, Secretary and Director 2/3/99
(Principal Executive Officer)
/s/ Louis S. Massimo
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Louis S. Massimo Vice President and 2/3/99
Chief Financial Officer
(Principal Financial Officer)
/s/ Steven Giuliano
- ----------------------------
Steven Giuliano Controller 2/3/99
(Principal Accounting Officer)
/s/ Peter C. Kosche
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Peter C. Kosche Director 2/3/99
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Olin
Corporation Contributing Employee Ownership Plan has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the town of Norwalk, State of Connecticut, on
the third day of February, 1999.
OLIN CORPORATION CONTRIBUTING
EMPLOYEE OWNERSHIP PLAN
By /s/ P. C. Kosche
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P. C. Kosche
By /s/ J. W. Daly
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J. W. Daly
By /s/ S. E. Doughty
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S. E. Doughty
By /s/ L. S. Lafortune
------------------------
L. S. Lafortune
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4(a) Amended and Restated Articles of Incorporation.
Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form 10 (SEC File
No. 1-14601).
4(b) Amended By-laws. Incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form 10
(SEC File No. 1-14601).
4(c) Specimen Common Share certificate. Incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 10 (SEC File No. 1-14601).
4(d) Rights Agreement dated January 29, 1999, between the
Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent. Incorporated by reference to Exhibit
4.4 to the Company's Registration Statement on Form 10
(SEC File No. 1-14601).
4(e) Form of Rights certificate. Incorporated by reference
to Exhibit 4.5 to the Company's Registration Statement
on Form 10 (SEC File No. 1-14601).
5 Opinion of Hunton & Williams.
23(a) Consent of KPMG LLP.
23(b) Consent of Hunton & Williams (included in Exhibit 5).
24 Powers of Attorney (included on the signature pages
hereof).
Exhibit 5
February 2, 1999
The Board of Directors
Arch Chemicals, Inc.
501 Merritt 7
Norwalk, Connecticut 06851
Arch Chemicals, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as Virginia counsel to Arch Chemicals, Inc., a
Virginia corporation (the "Company"), in connection with the preparation
and filing of a registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, with respect to
2,000,000 shares of the Company's Common Stock, $1.00 par value (the
"Shares"), to be offered pursuant to the Olin Corporation Contributing
Employee Ownership Plan (the "Plan"). Each Share will be accompanied by one
Series A Participating Cumulative Preferred Stock Purchase Right issued
pursuant to the Rights Agreement between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
In rendering this opinion, we have relied upon, among other things,
our examination of the Registration Statement and the Plan and of such
records of the Company and certificates of its officers and of public
officials as we have deemed necessary. In connection with the filing of the
Registration Statement, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the Commonwealth of Virginia; and
2. The Shares have been duly authorized and, when delivered by Olin
Corporation in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
Hunton & Williams
EXHIBIT 23(a)
Consent of Independent Auditors
Board of Directors
Arch Chemicals, Inc.:
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Arch Chemicals, Inc. of our report dated November 2, 1998,
relating to the combined balance sheets of Arch Chemicals, Inc. and
subsidiaries as of December 31, 1997 and 1996 and the related combined
statements of income, comprehensive income, shareholders' equity and cash
flows for each of the years in the three-year period ended December 31,
1997, which report is included in the Registration Statement on Form 10 of
Arch Chemicals, Inc., as amended, which became effective on January 22,
1999.
/s/ KPMG LLP
Stamford, Connecticut
February 3, 1999
