As filed with the Securities and Exchange Commission on June 7, 1996
Registration No. 333-
======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the
Securities Act of 1933
WITCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-1870000
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One American Lane
Greenwich, Connecticut 06831-2559
(Address of Principal Executive Offices) (Zip Code)
---------------------------
1995 Stock Option Plan for Employees of Witco Corporation
and its Subsidiaries
(Full title of the plan)
--------------------------
David G. Ormsby, Esq.
CRAVATH, SWAINE & MOORE
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(Name and address of agent for service)
(212) 474-1000
(Telephone number, including area code, of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
=======================================================================
Proposed
Title of Proposed maximum
securities Amount of maximum aggregate Amount of
to be shares to be offering price offering registration
registered registered per share (1) price (1) fee (2)
- -----------------------------------------------------------------------
Common Stock,
par value $5.00
per share 1,000,000 $32.94 $32,937,500 $11,357.76
=======================================================================
This Registration Statement constitutes Post-Effective Amendment
No. 1 to the registrant's Registration Statement on Form S-8
(Registration No. 33-60755).
(1) Estimated solely for the purpose of determining the registration
fee on the basis of the average of the highest and lowest prices
of the registrant's Common Stock reported on the New York Stock
Exchange Composite Tape on June 4, 1996.
(2) A filing fee of $28,633.62 was previously paid in connection with
the registrant's Registration Statement on Form S-8 (Registration
No. 33-60755) relating to the registration of 2,600,00 shares of
the registrant's Common Stock.
<PAGE>
This registration statement relates to 1,000,000 shares of
Common Stock, par value $5.00 per share (the "Common Stock"), of Witco
Corporation (the "Company") of the same class as those shares
registered under the Company's registration statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange
Commission on June 30, 1995 (Registration No. 33-60755). The contents
of the Registration Statement are hereby incorporated herein by
reference and made a part hereof.
Filed as Exhibit 4 hereto is Amendment No. 1 to the 1995
Stock Option Plan for Employees of Witco Corporation and its
Subsidiaries (the "Plan"), which makes the Plan available to employees
who are not "key employees", increases the number of shares of Common
Stock available for option awards from 2,600,000 shares to 3,600,000
shares and increases the maximum numbers of option shares of Common
Stock that may be granted to any person during the term of the plan
from 1,300,000 shares to 2,000,000 shares.
Exhibits
The following documents are filed as a part of this
Registration Statement:
Exhibit Description
4 Amendment No. 1 to the 1995 Stock Option Plan
for Employees of Witco Corporation and its Subsidiaries
5 Opinion of Cravath, Swaine & Moore
15 Letter re: unaudited interim financial information
23.1 Consent of Cravath, Swaine & Moore (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Powers of attorney (included on the signature pages hereto)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints WILLIAM R. TOLLER,
WILLIAM E. MAHONEY, MICHAEL D. FULLWOOD and DUSTAN E. MCCOY, acting
severally, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and all other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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 Greenwich,
State of Connecticut, on June 4, 1996.
WITCO CORPORATION
By:/s/ WILLIAM R. TOLLER
--------------------------
William R. Toller
Chairman of the Board and
Chief Executive Officer
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 date indicated.
PRINCIPAL EXECUTIVE OFFICERS:
Name Title Date
/s/ WILLIAM R. TOLLER Chairman of the Board, June 4, 1996
- ----------------------- Chief Executive Officer
William R. Toller and Director
/s/ WILLIAM E. MAHONEY Vice Chairman, Chief June 4, 1996
- ----------------------- Operating Officer
William E. Mahoney and Director
<PAGE>
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ MICHAEL D. FULLWOOD Executive Vice President June 4, 1996
- ------------------------ and Chief Financial Officer
Michael D. Fullwood
DIRECTORS:
/s/ SIMEON BRINBERG Director June 4, 1996
- -----------------------
Simeon Brinberg
/s/ WILLIAM G. BURNS Director June 4, 1996
- -----------------------
William G. Burns
/s/ WILLIAM R. GRANT Director June 4, 1996
- -----------------------
William R. Grant
/s/ RICHARD M. HAYDEN Director June 4, 1996
- -----------------------
Richard M. Hayden
/s/ HARRY G. HOHN Director June 4, 1996
- -----------------------
Harry G. Hohn
/s/ L. JOHN POLITE, JR. Director June 4, 1996
- -----------------------
L. John Polite, Jr.
/s/ DAN J. SAMUEL Director June 4, 1996
- -----------------------
Dan J. Samuel
/s/ BRUCE F. WESSON Director June 4, 1996
- -----------------------
Bruce F. Wesson
<PAGE>
/s/ WILLIAM WISHNICK Director June 4, 1996
- -----------------------
William Wishnick
Pursuant to the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Greenwich,
State of Connecticut, on June 4, 1996.
1995 STOCK OPTION PLAN FOR EMPLOYEES OF
WITCO CORPORATION AND ITS SUBSIDIARIES
By /s/ WILLIAM R. GRANT
-------------------------------------
Name: William R. Grant
Member of the Organization and
Compensation Committee of the
Board of Directors
<PAGE>
Exhibit Index
Exhibit Description
4 Amendment No. 1 to the 1995 Stock Option Plan
for Employees of Witco Corporation and its Subsidiaries
5 Opinion of Cravath, Swaine & Moore
15 Letter re: unaudited interim financial information
23.1 Consent of Cravath, Swaine & Moore (contained within Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Powers of attorney (included on the signature pages hereto)
<PAGE>
Exhibit 4
Amendment No. 1 to the
1995 Stock Option Plan for Employees of
Witco Corporation and its Subsidiaries
Section 1. ESTABLISHMENT.
Witco Corporation hereby establishes the 1995 Stock Option
Plan for Employees of Witco Corporation and its Subsidiaries.
Section 2. PURPOSE.
The purpose of the Plan is to: (a) create a strong and clear
link between rewards for employees of the Company and its subsidiaries
and the creation of value for the Company's shareholders; (b) attract
and retain the highest caliber employees to the Company and its
subsidiaries by insuring that the Company's total compensation
opportunities are fully comparable to opportunity levels among
competing employers; and (c) promote a stakeholder orientation among
employees of the Company and its subsidiaries by providing a
meaningful opportunity to own shares of the Company.
Section 3. DEFINITIONS.
(a) Affiliate means (a) any corporation that is a member of
the "controlled group of corporations" that includes the Company,
determined in accordance with the Code Section 1563(a) without regard
to Code Sections 1563(a)(4) and (e)(3)(C), and (b) any organization
that is part of a group of trades or businesses under common control
pursuant to Code Section 414(b) that includes the Company.
(b) Board of Directors shall mean the Board of Directors of
the Company.
(c) Change in Control shall be deemed to have occurred if:
(i) any "person", as such term is used in Sections
3(a)(9) and 13(d)(3) of the Exchange Act, other than an
Affiliate or any employee benefit plan sponsored by the
Company or an Affiliate becomes a "beneficial owner", as
such term is used in Rule 13d-3 promulgated under the
Exchange Act, of 20% or more of the "Voting Stock" (which
means the capital stock of any class or classes of the
Company having general voting power under ordinary
circumstances, in the absence of contingencies, to elect the
directors of such corporation) of the Company;
(ii) 33 1/3% of the Board of Directors consists of
individuals other than the members of the Board of Directors
on January 1, 1994 (the "Incumbent Directors"); provided,
however, that any person becoming a director subsequent to
such date whose election or nomination for election was
approved by two-thirds (but in no event less than two) of
the directors who at the time of such election or nomination
comprise the Incumbent Directors shall, for purposes of this
Plan, be considered an Incumbent Director:
(iii) the Company adopts any plan of liquidation
providing for the distribution of all or substantially all
of its assets;
(iv) the Company combines with another company (whether
or not the Company is the surviving corporation) and
immediately after the combination, the shareholders of the
Company immediately prior to the combination (other than
shareholders who, immediately prior to the combination, were
"affiliates" of such other company, as such term is defined
in the rules of the Securities and Exchange Commission) do
not beneficially own, directly or indirectly, more than 20%
of the Voting Stock of the combined company; or
(v) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or
substantially all, the assets of the Company occurs.
<PAGE>
(d) Code shall mean the Internal Revenue Code of 1986,
together with any applicable amendments. References to Sections of the
Code shall refer to any corresponding provisions of subsequent
legislation.
(e) Committee shall mean the Organization and Compensation
Committee of the Board of Directors composed and acting as described
in Section 4.
(f) Company shall mean Witco Corporation, a Delaware
corporation.
(g) Date of Exercise shall mean the date on which both the
payment of the Option Price and written request for the Shares to be
purchased are received by the Secretary of the Company.
(h) Date of Grant shall mean the date the Option is granted
pursuant to the provisions of Section 13.
(i) Effective Date shall have the meaning set forth in
Section 12.
(j) Exchange Act shall mean the Securities Exchange Act of
1934, as amended from time to time, or any successor statute.
(k) Fair Market Value shall mean the closing price of the
Shares on the New York Stock Exchange-Composite Transactions Tape on
the applicable valuation date or, if no trade of the Shares shall have
been made on that day, the next preceding day on which there was a
trade of the Shares.
(l) Incentive Stock Option shall mean an Option meeting the
requirements of Section 422 of the Code.
(m) Nonqualified Stock Option shall mean all Options which
are not Incentive Stock Options.
(n) Option or Options shall mean the Option or Options to
purchase Shares granted pursuant to the provisions of this Plan and
evidenced in the Optionee's Stock Option Agreement.
(o) Optionee shall mean the officer or other key employee to
whom an Option is granted.
(p) Option Price shall mean the price per Share which the
Optionee must pay to purchase Shares pursuant to an Option, as
determined under the Plan and set forth in the Optionee's Stock Option
Agreement.
(q) Plan shall mean the 1995 Stock Option Plan for Employees
of Witco Corporation and its Subsidiaries, as presently adopted and as
amended from time to time.
(r) Shares shall mean shares of the common stock of the
Company ($5.00 par value), or in the event that the outstanding shares
of the common stock of the Company are hereafter changed into or
exchanged for shares of a different stock or securities of the Company
or some other corporation, then such other stock or securities.
(s) Stock Option Agreement, which is dated as of the Date of
Grant, shall mean the agreement between the Company and the Optionee
under which the Optionee may purchase Shares pursuant to the Plan.
(t) Subsidiaries or Subsidiary shall mean all Subsidiaries
or any Subsidiary as such term is defined in Section 424(f) of the
Code.
Section 4. ADMINISTRATION.
The Plan shall be administered by the Committee, which shall
consist of three or more persons who shall be members of the Board of
Directors and who shall be disinterested persons as defined from time
to time in Rule 16b-3 promulgated by the Securities and Exchange
Commission pursuant to the Exchange Act. The Committee shall be
appointed by the Board of Directors, which may from time to time
appoint members of the Committee in substitution for members
previously appointed and may fill vacancies, however caused, in the
Committee.
<PAGE>
The Committee will, in its discretion, determine (subject to
the terms of the Plan) the officers and other employees to be granted
Options, the time or times at which Options shall be granted, and the
number of Shares subject to each Option, whether the Options are
Incentive Stock Options or Nonqualified Stock Options, and the manner
in which Options may be exercised. In making such determination, the
Committee may take into consideration the value of the services
rendered by the respective individuals, their present and potential
contributions to the success of the Company and its Subsidiaries and
such other factors which the Committee may deem relevant in
accomplishing the purpose of the Plan.
The Committee shall hold its meetings at such times and
places as it may determine. A majority of the Committee shall
constitute a quorum and the acts of a majority of the members present
at any meeting at which a quorum is present, or acts approved in
writing by a majority of the Committee, shall be deemed the acts of
the Committee. The Company shall grant Options under the Plan in
accordance with determinations made by the Committee pursuant to the
provisions of the Plan. The Committee from time to time may adopt (and
thereafter amend and rescind) such rules and provisions for carrying
out the Plan and take such action in the administration of the Plan,
not inconsistent with the provisions hereof, as it shall deem proper.
The interpretation and construction of any provisions of the Plan by
the Committee shall, unless otherwise determined by the Board of
Directors, be final and conclusive. No member of the Board of
Directors or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any
Option granted thereunder.
Section 5. OPTION SHARES.
The maximum number of Shares which may be issued upon
exercise of Options under the Plan shall not exceed 3,600,000 Shares
(subject to adjustment as provided in Section 10). Notwithstanding any
other provision in the Plan, no person shall be granted Options for
more than 2,000,000 shares (subject to adjustment as provided in
Section 10) during the term of this Plan. The Shares issued under the
Plan may be either issued Shares reacquired by the Company at any time
and held in its Treasury or authorized but unissued Shares, as the
Board of Directors from time to time may determine.
In the event that any outstanding Options under the Plan for
any reason expire or are terminated, the Shares allocable to the
unexercised portion of all of such Options shall again be available
for the future grant of an Option or Options under the Plan.
Section 6. ELIGIBILITY.
Options will be granted only to persons who are employees of
the Company or its Subsidiaries. The term "employees" shall include
officers as well as other employees of the Company or any Subsidiary
and shall include directors who are also employees of the Company or
any Subsidiary.
No Incentive Stock Option may be granted to any individual
who, on the Date of Grant, owns (within the meaning of Section
422(b)(6) of the Code) directly or indirectly stock of the Company
possessing more than ten percent (10%) of the total combined voting
power or value of all classes of stock of the Company or any
Subsidiary. For purposes of the preceding sentence, direct or indirect
ownership shall be determined in accordance with the attribution rules
of Section 424(d) of the Code.
An individual may be granted more than one Option but only
on the terms and subject to the restrictions hereinafter set forth. No
person shall be eligible to receive an Option for a larger number of
Shares than is recommended for such individual by the Committee.
Section 7. LIMITATION APPLICABLE ONLY TO INCENTIVE STOCK OPTIONS.
To the extent that the aggregate Fair Market Value of the
Shares determined as of the Date of Grant with respect to which
Incentive Stock Options (determined without regard to this sentence)
are granted to an Optionee after 1986 and are exercisable for the
first time by an Optionee in any calendar year (under all plans of the
Company and its Subsidiaries) exceeds $100,000 (or such other maximum
amount which may hereafter be specified under Section 422 of the
Code), such Options shall be treated as Options which are not
Incentive Stock Options by taking such Options into account in the
order in which granted.
<PAGE>
Section 8. TERMS AND CONDITIONS OF OPTIONS.
Each Option granted under the Plan shall be evidenced by a
Stock Option Agreement containing such terms and conditions, not
inconsistent with the Plan, as the Committee shall determine, provided
that such Stock Option Agreement shall clearly and separately identify
Nonqualified Stock Options and Incentive Stock Options and that the
substance of the following terms and conditions shall be included
therein:
(a) Option Price. The Option Price at which each Share
covered by such Option may be purchased shall be determined by the
Committee and shall be no less than 100 percent (100%) of the Fair
Market Value of the Shares on the Date of Grant.
(b) Nontransferable. The Option shall not be transferable by
the Optionee otherwise than by will or by the laws of descent and
distribution and may be exercised, during the Optionee's lifetime,
only by the Optionee.
(c) Exercise After Termination of Employment. Except as
provided hereafter in this paragraph (c), only those Options
exercisable as of the date of the Optionee's termination of employment
(determined after application of paragraph (g) hereof) may be
exercised, and such Options shall be exercisable during the ninety
(90) day period following such termination, provided that in no event
shall Options be exercisable after the expiration of ten (10) years
from the Date of Grant or such earlier date as may be specified
hereunder. Options granted under the Plan shall not be affected by any
change of duties or position so long as the Optionee continues to be
an employee of the Company or any Subsidiary. Notwithstanding the
foregoing provisions of this paragraph (c), upon termination of
employment by (i) early retirement or normal retirement by an
Optionee, each as determined pursuant to the Witco Corporation
Retirement Plan, (ii) death or (iii) disability as determined pursuant
to the Witco Corporation Long Term Disability Plan, any Option which
would otherwise not then be exercisable shall become immediately
exercisable and such Options shall be exercisable during the three (3)
year period following such termination; provided, however, that except
in the case of the death of the Optionee, the exercise of any
Incentive Stock Option shall qualify for Incentive Stock Option
treatment only if the Optionee has been an employee of the Company or
any Subsidiary at all times during the period beginning with the Date
of Grant and ending on the day three (3) months (or one (1) year in
the case of an Optionee permanently and totally disabled as defined in
Section 22(e)(3) of the Code) before the Date of Exercise of such
Option. In the event of any question regarding the meaning of the
terms "termination", "early retirement", "normal retirement" or
"disability" the determination of the Committee shall be final and
binding. If any Optionee who has terminated employment for a reason
other than death shall die holding an Option that is not fully
exercised, such Option may be exercised, to the extent it could have
been exercised by the decedent, at any time within the greater of one
year after such date of death or the remainder of the period in which
the Optionee could have exercised the Option had he or she not died,
but in no event beyond the original term of the Option.
(d) Term of Option. No Option shall be exercisable prior to
six (6) months after the Date of Grant or the date of shareholder
approval of the Plan, whichever is later, or after (i) the expiration
of ten (10) years from the Date of Grant or (ii) such earlier date as
may be specified hereunder.
(e) Death of Optionee. In the event of the death of an
Optionee, any Option theretofore granted to such person which is then
exercisable as provided in paragraph (c) shall be exercisable only by
the executor or administrator of the Optionee's estate or by the
person or persons to whom the Optionee's rights under the Option shall
pass by the Optionee's will or the laws of descent and distribution.
(f) No Right to Continuance of Employment. Nothing contained
in the Plan or in any Stock Option Agreement shall confer upon any
Optionee any right of continuance of employment by the Company or its
Subsidiaries, nor interfere in any way with the right of the Company
or any of its Subsidiaries to terminate the Optionee's employment or
change the Optionee's compensation at any time.
(g) Dismissal for Cause. In the event that any Optionee
shall be dismissed from the employ of the Company or any of its
Subsidiaries for any reason which the Committee determines to
constitute good cause for dismissal, the Company shall notify such
Optionee of such determination and any Option still held by such
person at such time shall be canceled effective as of the date of such
Optionee's termination of employment. The decision of the Committee as
to what shall constitute good cause for dismissal shall be final and
binding upon all concerned.
<PAGE>
Section 9. EXERCISE OF OPTIONS - PURCHASE OF SHARES.
Unless otherwise determined by the Committee (subject to
Section 8(d) hereof), twenty percent (20%) of the total number of
Shares subject to an Option shall become exercisable one year from
Date of Grant and twenty percent (20%) on each of the four succeeding
anniversaries, subject to the limitations imposed on exercise in the
Stock Option Agreement. An Optionee's right to purchase Shares with
respect to an Option which becomes exercisable in installments shall
be cumulative during the term of the Option. An Option shall be
exercised by payment to the Company of the Option Price accompanied by
a written request specifying the number of Shares with respect to
which such Option is exercised on the Date of Exercise. However, the
Company shall not be required to issue or deliver any certificates for
Shares purchased upon the exercise of an Option prior to the
completion of any registration or other qualification of such shares
under any state or federal law or rulings or regulations of any
government regulatory body, which the Company shall determine to be
necessary or advisable.
Payment of the Option Price shall be in cash, or such other
consideration as the Committee shall determine in its sole discretion,
to be substantially equivalent to cash (including cashless exercise
procedures), or by surrender of stock certificates representing like
common stock of the Company having an aggregate Fair Market Value,
determined as of the Date of Exercise, equal to the number of Shares
with respect to which such Option is exercised multiplied by the
Option Price per share; provided that the Committee may impose
whatever restrictions it deems necessary or desirable with respect to
the payment for Shares by the surrender of stock certificates
representing like common stock of the Company.
No Optionee or Optionee's executor or administrator,
legatees or distributees, as the case may be, will be, or will be
deemed to be, a holder of any Shares subject to an Option unless and
until a stock certificate or certificates for such Shares are issued
to such person or persons under the terms of the Plan and Stock Option
Agreement. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in
Section 10.
Section 10. CHANGE IN STOCK, ADJUSTMENTS, ETC.
In the event that the outstanding Shares are hereafter
increased or decreased or changed into, or exchanged for, a different
number of shares or kind of shares or other securities of the Company
or another corporation, by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up,
combination of Shares, or a dividend payable in capital stock,
appropriate adjustment shall be made by the Committee in the number
and the kind of Shares for purchase of which Options may be granted
under the Plan, including the maximum number that may be granted to
any one person. In addition, the Committee shall make appropriate
adjustments in the number and in the kind of Shares as to which
outstanding Options, or portions thereof then unexercised, shall be
exercisable, to the end that the Optionee's proportionate interest
shall be maintained as before the occurrence of such event, and such
adjustment of outstanding Options shall be made without change of the
total Option Price applicable to the unexercised portion of the Option
and with a corresponding adjustment in the Option Price per share;
provided, however, that each such adjustment in the number and kind of
Shares subject to the outstanding Options, including any adjustments
in the Option Price, shall be made in such manner as not to constitute
a modification as defined in Section 424(h) of the Code. Any such
adjustment made by the Committee shall be conclusive.
The grant of an Option pursuant to the Plan shall not affect
in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes in its capital or
business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any part of its business or
assets.
Section 11. DURATION, AMENDMENT AND TERMINATION.
The Board of Directors may at any time terminate the Plan or
make such amendments thereof as it shall deem advisable and in the
best interest of the Company, without further action on the part of
the shareholders of the Company; provided, however, that no such
termination or amendment shall, without the consent of the individual
to whom any Option shall theretofore have been granted, affect or
impair the rights of such individual under such Option, and provided
further, that unless the shareholders of the Company shall have first
approved thereof, no amendment of the Plan shall be effective for
which shareholder approval is required in order to satisfy the
requirements of Rule 16b-3 under Section 16(b) of the Exchange Act,
the Code, the New York Stock Exchange, or any other applicable laws.
<PAGE>
It is intended that the Plan be applied and administered in
compliance with Rule 16b-3. If any provision of the Plan would be in
violation of Rule 16b-3 if applied as written, such provision shall
not have effect as written and shall be given effect so as to comply
with Rule 16b-3, as determined by the Committee. The Board of
Directors is authorized to amend the plan and to make any such
modifications to Stock Option Agreements to comply with Rule 16b-3, as
it may be amended from time to time, and to make any other such
amendments or modifications as it deems necessary or appropriate to
better the purposes of the Plan in light of any amendments made to
Rule 16b-3.
No Option shall be granted under the Plan after March 1,
2005, but Options granted prior to or as of such date may extend
beyond such date in accordance with the provisions hereof.
Section 12. EFFECTIVE DATE OF THE PLAN.
The Plan shall be effective on the date approved by the
Board of Directors (the "Effective Date"), subject to the approval of
the Plan within twelve (12) months of its Effective Date by the
shareholders of the Company. After the Effective Date, the Options may
be granted as provided herein subject to such subsequent shareholder
approval.
Section 13. DATE OF GRANT.
The Date of Grant of an Option pursuant to the Plan shall be
the date the Committee's decision that an Option shall be granted
becomes final or such later date as specified by the Committee. The
Company shall submit to the Optionee a Stock Option Agreement duly
executed by and on behalf of the Company, with the request that the
Optionee execute such Agreement and return it to the Secretary of the
Company within thirty (30) days after it is mailed by the Company to
the Optionee.
Section 14. NO OBLIGATION TO EXERCISE OPTION.
Granting of an Option shall impose no obligation on the
Optionee to exercise such Option.
Section 15. WITHHOLDING TAXES.
The Company's obligations to deliver Shares upon the
exercise of any Option shall be subject to applicable federal, state
and local tax withholding requirements. Accordingly, the Company may
either (i) reduce the number of Shares otherwise issuable, subject to
such limitations as may be imposed by Rule 16b-3 under Section 16(b)
of the Exchange Act, or (ii) require reimbursement from the holder
equal to the withholding applicable under federal, state and local
income tax laws and regulations.
Section 16. EFFECT OF CHANGE IN CONTROL OR TENDER OFFER.
(a) Each Stock Option Agreement entered into pursuant to the
Plan shall provide that Options granted under the Plan shall be
exercisable in full for a period of thirty (30) days following the
date of a Change in Control of the Company.
(b) A tender offer or exchange offer for shares which
results in a Change in Control shall be deemed to constitute a Tender
Offer.
(c) All Options outstanding at the end of the thirty (30)
day period in subsection (a) hereof shall be surrendered to the
Secretary of the Company for cancellation in exchange for a settlement
payment. The amount paid in settlement for the surrender and
cancellation of each Option shall be the higher of:
(i) the excess of the Fair Market Value of the Shares
subject to the Option (regardless of exercisability) at the end of the
period specified in subsection (a) hereof over the Option Price; or
(ii) the excess of the "Offer Price per Share" (as
hereinafter defined), if any, of the Shares subject to the Option
(regardless of exercisability) over the Option Price.
As used in subparagraph (ii) above, the term "Offer Price
per Share" shall mean the highest price per Share payable in any
Tender Offer which was in effect at any time during the period
beginning sixty (60) days prior to the date on which such Option was
surrendered. Any securities or other property which are part of the
consideration paid for Shares in a Tender Offer shall be valued in
determining the Offer Price per Share at the valuation placed on such
securities or property by the corporation, person or other entity
making the Tender Offer.
(d) The Committee at any time may exempt from the operation
of subsections (a) and (c) hereof any outstanding Option selected by
the Committee or may exempt all outstanding Options. No exemption
shall, however, be effective after payment or delivery of Shares has
been made in settlement of a surrendered Option.
(e) The Committee shall have sole discretion to determine
whether settlement payments shall be made wholly in cash, wholly in
Shares or by a combination of cash and Shares. In the event no action
is taken by the Committee to determine the method of payment, the
amount due shall be paid in cash.
(f) To the extent that the exercise of an Option during the
thirty (30) day period referred to in subsection (a) above or the
surrender of an Option as provided for in subsection (c) above would
result in liability under Section 16(b) of the Exchange Act to an
Optionee, the Committee shall exempt from the operation of subsections
(a) and (c) hereof any such Options, pursuant to subsection (d) above,
until such time that the exercise of such Option would not result in
liability under Section 16(b) of the Exchange Act.
Section 17. OTHER TERMS.
Stock Option Agreements evidencing Options may contain such
other provisions, not inconsistent with the Plan, as the Committee
deems advisable.
<PAGE>
[Letterhead of]
CRAVATH, SWAINE & MOORE
June 7, 1996
Witco Corporation
Form S-8 Registration Statement
Dear Sirs:
We have acted as counsel for Witco Corporation, a Delaware
Corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by
the Company on the date hereof with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to 1,000,000 shares of
Common Stock, par value $5.00 per share, of the Company (the "Common
Stock"), which may be issued pursuant to the 1995 Stock Option Plan
for Employees of Witco Corporation and its Subsidiaries, as amended
(the "Plan").
In connection with the foregoing, we have examined
originals, or copies certified or otherwise identified to our
satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for the purpose
of this opinion.
Based upon the foregoing, we are of opinion that the Common
Stock is validly authorized and, when issued under the Plan in
accordance with the terms thereof for consideration having a value not
less than the par value thereof, will be legally issued, fully paid
and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do
not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules
and Regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Moore
Witco Corporation
One American Lane
Greenwich, CT 06831-2559
<PAGE>
Exhibit 15
LETTER RE: UNAUDITED FINANCIAL INFORMATION
ACKNOWLEDGMENT LETTER
June 6, 1996
The Board of Directors
Witco Corporation
We are aware of the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1995 Stock Option Plan for
Employees of Witco Corporation and its Subsidiaries, of our report
dated May 10, 1996 relating to the unaudited condensed consolidated
interim financial statements of Witco Corporation and Subsidiary
Companies which is included in its Form 10-Q for the quarter ended
March 31, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933, our report is
not a part of the registration statement prepared or certified by
accountants within the meaning of Sections 7 or 11 of the Securities
Act of 1933.
ERNST & YOUNG LLP
Stamford, Connecticut
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1995 Stock Option Plan for
Employees of Witco Corporation and its Subsidiaries of our report
dated January 29, 1996 (except for Note 7, as to which the date is
February 12, 1996,), with respect to the consolidated financial
statements and schedule of Witco Corporation and Subsidiary Companies
included in its Annual Report (Form 10-K) for the year ended December
31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Stamford, Connecticut
June 6, 1996
