<PAGE> 1
As filed with the Securities and Exchange Commission on June 21, 1996
Registration No.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
======================
CABOT CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 04-2271897
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
75 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Address of Principal Executive Office, including zip code)
NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN
(Full title of the Plan)
CHARLES D. GERLINGER, ESQ.
75 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 342-6170
(Telephone number, including area code, of agent for service)
----------------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after this Registration Statement becomes effective.
----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- -------------------------------------------------------------------------------
SECURITIES AMOUNT TO BE PROPOSED PROPOSED
TO BE REGISTERED MAXIMUM MAXIMUM AMOUNT OF
REGISTERED OFFERING AGGREGATE REGISTRATION
PRICE PER OFFERING FEE
SHARE(1) PRICE(1)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$1.00 400,000 $26.88 $10,752,000 $3,707.59
(including shares(2)
Preferred
Stock
Purchase
Rights)
- -------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of Cabot Corporation's Common Stock, par value $1.00, reported on the
New York Stock Exchange Composite Transactions Index for June 19, 1996.
(2) Plus such indeterminate number of additional shares of Common Stock as
may be required in the event of a stock dividend, reverse stock split or
combination of shares, recapitalization or other change in the Company's
capital stock. Prior to the occurrence of certain events, the Preferred
Stock Purchase Rights will not be evidenced separately from the Common
Stock.
</TABLE>
<PAGE> 2
Explanatory Note
This registration statement (together with all exhibits hereto (the
"Registration Statement")), has been prepared in accordance with the
requirements of the Securities Act of 1933 (the "1933 Act") to register shares
of common stock of Cabot Corporation, par value $1.00 per share, with attached
preferred stock purchase rights ("Common Stock"), offered pursuant to the Cabot
Corporation Non-Employee Directors' Stock Compensation Plan (the "Plan"). The
documents containing the information specified in Part I of this Form S-8
Registration Statement will be sent or given to participants as specified by
Rule 428(b)(1). Such documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the 1933 Act.
Under cover of this Registration Statement is a reoffer prospectus
prepared in accordance with the requirements of Part I of Form S-3 of the 1933
Act. Pursuant to General Instruction C of Form S-8 under the 1933 Act, this
Registration Statement registers reofferings of up to 400,000 shares of the
Common Stock acquired by certain selling stockholders through their
participation in the Plan. The Registrant satisfies the requirements for use
of Form S-3.
Form S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION REQUIRED BY PART
I OF FORM S-3 FOR THE REOFFERING OF COMMON STOCK BY SELLING STOCKHOLDERS.
Form S-3 Item Number Location/Heading in Prospectus
- -------------------- ------------------------------
1. Forepart of Registration Statement and.......Cover Page; Available
Outside Front Cover Page of Prospectus Information
2. Inside Front and Outside Back Cover..........Available Information;
Pages of Prospectus Incorporation of Certain
Information by Reference
3. Summary Information, Risk Factors ...........Cover Page
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds..............................Use of Proceeds
5. Determination of Offering Price..............Not Applicable
6. Dilution.....................................Not Applicable
7. Selling Security Holders.....................Principal and Selling
Stockholders
8. Plan of Distribution.........................Plan of Distribution
9. Description of Securities to be Registered...Incorporation of Certain
Information by Reference
10. Interests of Named Experts and Counsel......Experts
11. Material Changes............................Part II, Item 3 Incorporation of
Certain Documents by Reference
12. Incorporation of Certain Information .......Incorporation of Certain
by Reference Information by Reference
13. Disclosure of Commission Position...........Part II, Item 9 Undertakings
on Indemnification for Securities Act
Liabilities
<PAGE> 3
PROSPECTUS
CABOT CORPORATION
400,000 SHARES OF
COMMON STOCK
($1.00 PAR VALUE)
This Prospectus relates to the offer and sale of 400,000 shares (the
"Shares") of common stock, par value $1.00 per share, including Preferred Stock
Purchase Rights relating thereto (the "Common Stock"), of Cabot Corporation, a
Delaware corporation, ("Cabot" or the "Company") which may be offered hereby
from time to time by certain non-employee directors or former non-employee
directors of the Company, participants in the Company's Non-Employee Directors'
Stock Compensation Plan (the "Plan") and named herein (each a "Selling
Stockholder"). Certain of the Shares have been acquired by the Selling
Stockholders from the Company in transactions not involving a public offering
within the meaning of Section 4(2) of the Securities Act of 1933 (the "1933
Act") pursuant to the Plan. The Selling Stockholders also may be deemed
affiliates of the Company (as defined in Rule 405 of the 1933 Act). See
"Principal and Selling Stockholders." The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholders.
Alternatively, the Shares may be sold from time to time in one or more
transactions (which may involve one or more block transactions) on the New York
Stock Exchange, the Pacific Stock Exchange or the Boston Stock Exchange, or in
sales occurring in the public market of such Exchanges, in separately negotiated
transactions, or in a combination of such transactions. Each sale may be made
either at market prices prevailing at the time of such sale or at negotiated
prices. Some or all of the Shares may be sold through brokers acting on behalf
of each Selling Stockholder or to dealers for resale by such dealers. In
connection with such sales, such brokers and dealers may receive compensation in
the form of discounts or commissions from each Selling Stockholder and/or the
purchasers of such Shares for whom they act as broker or agent (which discounts
or commissions are not anticipated to exceed those customary in the types of
transactions involved). All expenses of registration incurred in connection with
this offering are being borne by the Company, but all brokerage commissions and
other expenses incurred by each Selling Stockholder will be payable by such
Selling Stockholder. See "Plan of Distribution."
The Selling Stockholders and any dealer participating in the distribution
of any Shares or any broker executing selling orders on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the Act,
in which case any profit on the sale of any or all of the Shares by the Selling
Stockholders and any discounts or commissions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Act.
The Company's Common Stock is listed on the New York Stock Exchange, the
Pacific Stock Exchange and the Boston Stock Exchange under the trading symbol
"CBT". The shares of Common Stock offered hereby are, or are expected to be,
authorized for listing on such Exchanges.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JUNE 21, 1996
<PAGE> 4
TABLE OF CONTENTS Page
----------------- ----
AVAILABLE INFORMATION........................................................2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE............................2
THE COMPANY..................................................................3
USE OF PROCEEDS..............................................................3
PRINCIPAL AND SELLING STOCKHOLDERS...........................................4
PLAN OF DISTRIBUTION.........................................................5
EXPERTS......................................................................5
INDEMNIFICATION OF DIRECTORS AND OFFICERS....................................5
No person has been authorized to give any information or to make any
representation in connection with this offering other than those contained in
this Prospectus. If given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, any
securities other than the registered securities to which it relates, or an offer
to or solicitation of any person in any jurisdiction in which such offer or
solicitation would be unlawful. The delivery of this Prospectus at any time does
not imply that information herein is correct as of any time subsequent to its
date.
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<PAGE> 5
AVAILABLE INFORMATION
Cabot Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy materials and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
materials and other information filed by the Company can be inspected and copied
at the public reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the Commission located at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company is
listed on the New York Stock Exchange and such reports and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, NY 10005. The Company is also listed
on the Boston Stock Exchange and the Pacific Stock Exchange.
This Prospectus constitutes a part of the Registration Statement and omits
certain of the information contained in the Registration Statement and reference
is hereby made to the Registration Statement for further information with
respect to the Company and the securities offered hereby. Any statements
contained herein concerning the provisions of any documents are necessarily
summaries of such documents and not complete, and each statement is qualified in
its entirety by reference to the copy of the applicable document filed with the
Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed with the Commission by the
Company are incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, filed under Section 13 of the Exchange Act.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995, filed under Section 13 of the Exchange Act.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed under Section 13 of the Exchange Act.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 filed pursuant to Section 12 of the
Exchange Act and the description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A filed
pursuant to Section 12 of the Exchange Act.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13, 14 or 15(d) of the Exchange Act, prior to filing a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
incorporated by reference herein and to be part hereof from the date of filing
of such report and documents. Any statement contained in a report or document
incorporated or deemed to be incorporated by reference in this Prospectus shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in a subsequently filed document
which also is or is deemed to be incorporated by reference in this Prospectus
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
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<PAGE> 6
constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the information
described above that has been incorporated herein by reference (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests for such information may be directed to
Thomas W. McNaughton, Jr., Director, Investor Relations, Cabot Corporation, 75
State Street, Boston, Massachusetts 02109; telephone number (617) 342-6242.
THE COMPANY
Cabot Corporation and its subsidiaries (the "Company") have businesses in
specialty chemicals and materials and in energy. The Specialty Chemicals and
Materials Group manufactures carbon black, fumed silica, thermoplastic
concentrates and specialty compounds, and electronic materials and refractory
metals. Carbon black is a very fine black powder used as a reinforcing agent in
tires and industrial rubber products such as extruded profiles, hoses and molded
goods. Special blacks are used to provide pigmentation, conductivity and
ultraviolet protection and for other purposes in many specialty applications
such as inks, plastics, cables and coatings. Fumed silica is an ultra-fine,
high-purity silica used as a reinforcing, thickening, suspending or anti-caking
agent in a wide variety of products for the automotive, construction and
consumer industries, including adhesives, cosmetics, inks, lubricants, paints
and pharmaceuticals. High-purity polishing compounds, made by the Company from
fumed metal oxides and a variety of chemistries, are used in the manufacture of
wafers, chips and other electronic devices by the semiconductor industry. The
Company produces black and white thermoplastics concentrates and specialty
compounds for sale to plastic resin producers and the plastics processing
industry. The major applications for these materials include plastic pipe and
tubing, plastic packaging and agricultural film, automotive components, cable
sheathing and special packaging for use in the electronics industry. The Company
also produces tantalum in various forms including powder, wire, sheet and foil
for electrolytic capacitors. Both tantalum and niobium and their alloys are
produced by the Company in wrought form for non-electronic applications such as
chemical process equipment and the production of superalloys, and for various
other industrial, defense, aerospace and medical applications. The Company
maintained an approximately 42.5% ownership interest in Cabot Safety
Corporation, after restructuring the Company's safety products and specialty
composites business in July 1995. Cabot Safety Corporation manufactures and
sells personal safety products, as well as energy absorbing, vibration damping
and impact absorbing products for industrial noise control and environmental
enhancement. The Company's principal executive offices are located at 75 State
Street, Boston, MA 02109. The telephone number, including area code, of the
Company's principal executive offices is (617) 345-0100.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
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<PAGE> 7
PRINCIPAL AND SELLING STOCKHOLDERS
The Selling Stockholders consist of non-employee directors of the Company.
Any or all of the Shares listed below under the heading "Shares Offered" may be
offered for sale by the Selling Stockholders pursuant hereto. Set forth below is
the name of each Selling Stockholder, the number of shares of Common Stock
beneficially owned by each Selling Stockholder as of the most recent
practicable date, the number of shares of Common Stock that may be offered and
sold by each Selling Stockholder hereunder and the number of shares of Common
Stock to be owned by each Selling Stockholder if all Shares offered hereby by
such Selling Stockholder are sold. There can be no assurances that any Selling
Stockholder will sell all or any of the shares of Common Stock offered by him
or her hereunder.
Shares of Common
Shares of Common Stock Owned
Stock Owned as of After
Name Shares Offered Offering
---- -------------- -------------- --------
Information regarding the sales of securities by the Selling Stockholders
under the above headings will be provided herein by post-effective amendment at
such time or times as one or more of the non-employee directors holding shares
of Common Stock pursuant to the Company's Non-Employee Directors' Stock
Compensation Plan (the "Plan") wish to avail themselves of this Prospectus.
The Shares which may be offered from time to time pursuant hereto by the
Selling Stockholders represent shares of Common Stock that were acquired by the
Selling Stockholders under the Plan. Under the Plan, which became effective
November 8, 1991, each non-employee director of the Company received initially
1,600 shares (after giving effect to various stock-splits). On January 15th in
each year, commencing in 1997, each non-employee director will receive 1,600
shares of Common Stock (or a prorata number if the non-employee director is not
standing for re-election) for service as a director previously rendered, and to
be rendered.
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<PAGE> 8
PLAN OF DISTRIBUTION
Each Selling Stockholder may from time to time and subject to certain
conditions effect sales of Shares earned by such Selling Stockholder under the
Company's Plan. Such sales may be made in one or more transactions on the New
York Stock Exchange ("NYSE") or the Pacific Stock Exchange or the Boston Stock
Exchange or other securities exchanges or in the over-the-counter market or
otherwise, at prices and at terms prevailing or at prices related to the then
current market price, or in negotiated transactions, by gift or otherwise. If
all or a portion of such shares are sold in transactions on the NYSE or the
Pacific Stock Exchange or the Boston Stock Exchange, they may be sold by means
of: (a) a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transactions; (b) purchases by a broker as principal
and resale by such broker for its account pursuant to this Prospectus; (c) an
Exchange distribution in accordance with the rules of such Exchange; (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; or (e) a combination of the foregoing methods. In effecting sales,
brokers or dealers engaged by a Selling Stockholder may arrange for other
brokers or dealers to participate. The brokers or dealers engaged by a Selling
Stockholder may receive commissions or discounts from such Selling Stockholders
in amounts to be negotiated prior to the sale. Such brokers or dealers and other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the 1933 Act in connection with such sales.
EXPERTS
The consolidated balance sheets as of September 30, 1995 and 1994 and the
consolidated statements of operations and cash flows for each of the three years
in the period ended September 30, 1995, incorporated by reference in this
Prospectus, have been incorporated by reference herein in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Robert Rothberg, Esq., Cabot Corporation, 75 State
Street, Boston, Massachusetts 02109. Mr. Rothberg is a Vice President and the
General Counsel of the Company. At the time of rendering his opinion as to the
legality of the Common Stock being registered hereunder, Mr. Rothberg had a
substantial interest in the Company, as defined by the rules of the Securities
and Exchange Commission, in that Mr. Rothberg owned 83,294 shares of the
Company's Common Stock, with a fair market value of in excess of $50,000, and
had the right to purchase an additional 20,000 shares pursuant to the Company's
1996 Equity Incentive Plan.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Eighth (j) of the Company's Certificate of Incorporation and
Section 14 of the Company's by-laws provide that the Company shall indemnify any
person who was a party, is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the Company or
is or was serving at the request of the Company as a director, officer, employee
or agent of another company or enterprise including service as a fiduciary of an
employee benefit plan against expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement incurred in connection with such
action, suit or proceeding to the extent permitted from time to time under the
Delaware General Corporation Law. Such indemnification shall be made as
authorized in a specific case upon a determination by the Board of Directors or
the stockholders of the Company. The rights of indemnification are not exclusive
of any other rights to which those seeking
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<PAGE> 9
indemnification may be entitled and shall continue as to a person who ceases to
be a director, officer, employee or agent. In addition, under Article Eighth (i)
no director of the Company shall be liable to the Company or its stockholders
for monetary damages for any breach of fiduciary duty, except to the extent that
Delaware General Corporation Law prohibits the elimination or limitation of
liability of directors for breach of fiduciary duty.
Section 145 of the Delaware General Corporation Law authorizes the
indemnification of directors, officers, employees and agents against liability
incurred by reason of being a director, officer, employee or agent, and against
expenses (including attorneys' fees) in connection with defending any action
seeking to establish liability, in the case of third-party claims, if such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, unless a court
otherwise determines. Indemnification is also authorized with respect to any
criminal action or proceeding where such person had no reasonable cause to
believe his or her conduct was unlawful.
The Company's current directors' and officers' insurance policies cover
directors and officers of the Company and its subsidiaries.
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<PAGE> 10
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K, for the fiscal year ended
September 30, 1995, filed under Section 13 of the Exchange Act.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995, filed under Section 13 of the Exchange Act.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed under Section 13 of the Exchange Act.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 filed pursuant to Section 12 of the
Exchange Act and the description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A filed
pursuant to Section 12 of the Exchange Act.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13, 14 or 15(d) of the Exchange Act, prior to filing a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
incorporated by reference herein and to be part hereof from the date of the
filing of such report and documents.
Item 4. Description of Securities
The Company's Common Stock is registered under Section 12 of the Exchange
Act and the Company's Preferred Stock Purchase Rights is registered under
Section 12 of the Exchange Act. See Item 3(d) regarding the description of the
Company's Common Stock and the Company's Preferred Stock Purchase Rights.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Robert Rothberg, Esq. At the time of rendering his
opinion as to the legality of the Common Stock being registered hereunder, Mr.
Rothberg had a substantial interest in the Company, as defined by the rules of
the Securities and Exchange Commission, in that the fair market value of the
83,294 shares of Common Stock beneficially owned by him exceeds $50,000, and he
had the right to purchase an additional 20,000 shares pursuant to the Company's
1996 Equity Incentive Plan. Also, at such time Mr. Rothberg was connected with
the Company in that he was a Vice President and the General Counsel of the
Company.
Item 6. Indemnification of Directors and Officers
Article Eighth (j) of the Company's Certificate of Incorporation and
Section 14 of the Company's by-laws provide that the Company shall indemnify any
person who was a party, is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another company or enterprise including service as
a fiduciary of an employee benefit plan against expenses (including attorneys'
fees), judgments, fines, penalties and amounts paid in settlement incurred in
connection with such action, suit or proceeding to the extent permitted from
time to time under the Delaware General Corporation Law. Such indemnification
shall be
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<PAGE> 11
made as authorized in a specific case upon a determination by the Board of
Directors or the stockholders of the Company. The rights of indemnification are
not exclusive of any other rights to which those seeking indemnification may be
entitled and shall continue as to a person who ceases to be a director, officer,
employee or agent. In addition, under Article Eighth (i) no director of the
Company shall be liable to the Company or its stockholders for monetary damages
for any breach of fiduciary duty, except to the extent that Delaware General
Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.
Section 145 of the Delaware General Corporation Law authorizes the
indemnification of directors, officers, employees and agents against liability
incurred by reason of being a director, officer, employee or agent, and against
expenses (including attorneys' fees) in connection with defending any action
seeking to establish liability, in the case of third-party claims, if such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, unless a court
otherwise determines. Indemnification is also authorized with respect to any
criminal action or proceeding where such person had no reasonable cause to
believe his or her conduct was unlawful.
The Company's current directors' and officers' insurance policies cover
directors and officers of the Company and its subsidiaries.
Item 7. Exemption from Registration Claimed
Certain of the shares of Common Stock to be resold by the Selling
Stockholders named in the Prospectus prepared in accordance with Part I of Form
S-3 were issued by the Registrant to the Selling Stockholders pursuant to an
exemption from registration under the Act by virtue of Section 4(2) thereof. The
shares were issued to the Selling Stockholders pursuant to the Registrant's
Non-Employee Directors' Stock Compensation Plan, a written plan in connection
with the Selling Stockholders' service as outside directors for the Company. The
Selling Stockholders had access, by virtue of their positions on the Company's
Board of Directors, to sufficient information to make an informed investment
decision.
Item 8. Exhibits
Exhibit
Number
------
5 Opinion of Robert Rothberg.
23.1 Consent of Robert Rothberg is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney.
99 Non-Employee Directors' Stock Compensation Plan.
Item 9. Undertakings
A. Subsequent Exchange Act Documents.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
Page II-2
<PAGE> 12
B. To Transmit Certain Material.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each person to whom the prospectus is sent or
given, a copy of the registrant's latest annual report to stockholders furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934. Where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the prospectus,
the undersigned also undertakes to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
C. Undertaking to Update Annually.
The undersigned registrant hereby undertakes: (1) to file during any
period in which offers or sales are made, a post-effective amendment to the
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 thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change in such information in the registration
statement; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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 shall be deemed to be the initial bona fide offering
thereof; 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. Provided, however, that if the information required
to be included in a post-effective amendment by clauses (1)(i) and (1)(ii) of
this paragraph is contained in periodic reports filed with or furnished to the
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, the registrant need not file a post-effective amendment
to provide such information.
D. Indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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.
Page II-3
<PAGE> 13
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 City of Boston, and the Commonwealth of Massachusetts,
June XX, 1996.
CABOT CORPORATION
By /s/ Kenyon C. Gilson
------------------------------
Kenyon C. Gilson
Executive Vice President
and Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL EXECUTIVE OFFICER
/s/ * Chairman of the Board June 21, 1996
- ---------------------------------- of Directors and Chief
(Samuel W. Bodman) Executive Officer
PRINCIPAL FINANCIAL OFFICER
/s/ Kenyon C. Gilson Executive Vice President June 21, 1996
- ---------------------------------- and Chief Financial
(Kenyon C. Gilson) Officer
PRINCIPAL ACCOUNTING OFFICER
/s/ * Vice President June 21, 1996
- ---------------------------------- and Controller
(Paul J. Gormisky)
MAJORITY OF THE BOARD OF DIRECTORS
* Director June 21, 1996
- ----------------------------------
(Kennett F. Burnes)
* Director June 21, 1996
- ----------------------------------
(Jane C. Bradley)
* Director June 21, 1996
- ----------------------------------
(John G.L. Cabot)
* Director June 21, 1996
- ----------------------------------
(Arthur L. Goldstein)
* Director June 21, 1996
- ----------------------------------
(Robert P. Henderson)
* Director June 21, 1996
- ----------------------------------
(Arnold S. Hiatt)
* Director June 21, 1996
- ----------------------------------
(John H. McArthur)
* Director June 21, 1996
- ----------------------------------
(John F. O'Brien)
* Director June 21, 1996
- ----------------------------------
(David V. Ragone)
* Director June 21, 1996
- ----------------------------------
(Charles P. Siess, Jr.)
Page II-4
<PAGE> 14
SIGNATURE TITLE DATE
--------- ----- ----
* Director June 21, 1996
- ----------------------------------
(Morris Tanenbaum)
* Director June 21, 1996
- ----------------------------------
(Lydia W. Thomas)
*By /s/ CHARLES D. GERLINGER June 21, 1996
------------------------------
Charles D. Gerlinger
As Attorney-in-Fact**
- ---------------------
** By authority of Power of Attorney filed as Exhibit 24 to this Registration
Statement
Page II-5
<PAGE> 15
EXHIBIT INDEX
Exhibit
Number Page
- ------ ----
5 Opinion of Robert Rothberg, Vice President and
General Counsel.
23.1 Consent of Robert Rothberg is contained in the
Opinion filed as Exhibit 5 to this Registration Statement.
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney.
99 Non-Employee Directors' Stock Compensation Plan.
Page II-6
<PAGE> 1
Exhibit 5
June 21, 1996
Cabot Corporation
75 State Street
Boston, Massachusetts 02109
Ladies and Gentlemen:
I am a Vice President and General Counsel of Cabot Corporation, a Delaware
corporation (the "Company"). In that capacity, I have acted as counsel for the
Company, with respect to the Company's Forms S-8 Registration Statement (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, by the Company of an aggregate of 400,000 shares of Common
Stock, par value $1.00 per share (the "Shares"), subject to purchase under the
Cabot Corporation Non-Employee Directors' Stock Compensation Plan (the "Plan").
As counsel for the Company, I have examined, among other things, the
provisions of such applicable federal and state laws and certain corporate
records and proceedings, including the originals and/or copies of such
documents, certificates and records as I have deemed necessary and appropriate
in order to render this opinion.
Based on the foregoing, I am of the opinion that the Shares have been duly
and validly authorized for issuance by all necessary corporate action on the
part of the Company and, upon delivery thereof and payment therefor in
accordance with the Plan and the Registration Statement, will be validly issued,
fully paid, and non-assessable.
I consent to being named in the Registration Statement and related
prospectus as counsel who is passing upon the legality of the Shares. I also
consent to your filing copies of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Robert Rothberg
Robert Rothberg
Vice President and General Counsel
Cabot Corporation
Page II-7
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated October 30, 1995, except for the information in
Note I, for which the date is December 1, 1995, on our audits of the
consolidated financial statements of Cabot Corporation as of September 30, 1995
and 1994, and for the years ended September 30, 1995, 1994 and 1993 which report
is included in the Company's Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 21, 1996
Page II-8
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors and officers of Cabot Corporation, hereby
severally constitute and appoint Charles D. Gerlinger and William F. Robinson,
Jr., and each of them, our true and lawful attorneys with full power to (i) sign
for us, and in our names in the capacities indicated below, a Registration
Statement to be filed with the Securities and Exchange Commission for the
purpose of registering certain shares of Common Stock of Cabot Corporation, $1
par value, to be issued pursuant to the Non-Employee Directors' Stock
Compensation Plan, and any and all amendments thereto, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or either
of them, to said Registration Statement and (ii) to file such Registration
Statement and amendments with the Securities and Exchange Commission on behalf
of Cabot Corporation.
Signature Title Date
--------- ----- ----
/s/ Samuel W. Bodman Director and Chairman of the May 10, 1996
- -------------------------- Board (Chief Executive Officer)
Samuel W. Bodman
/s/ Kennett F. Burnes Director and President May 10, 1996
- --------------------------
Kennett F. Burnes
/s/ Kenyon C. Gilson Executive Vice President May 10, 1996
- -------------------------- and Chief Financial Officer
Kenyon C. Gilson
/s/ Paul J. Gormisky Vice President and Controller May 10, 1996
- -------------------------- (Principal Accounting Officer)
Paul J. Gormisky
/s/ Jane C. Bradley Director May 10, 1996
- --------------------------
Jane C. Bradley
/s/ John G.L. Cabot Director May 10, 1996
- --------------------------
John G.L. Cabot
/s/ Arthur L. Goldstein Director May 10, 1996
- --------------------------
Arthur L. Goldstein
/s/ Robert P. Henderson Director May 10, 1996
- --------------------------
Robert P. Henderson
Page II-9
<PAGE> 2
Signature Title Date
- --------- ----- ----
/s/ Arnold S. Hiatt Director May 10, 1996
- --------------------------
Arnold S. Hiatt
/s/ John H. McArthur Director May 10, 1996
- --------------------------
John H. McArthur
/s/ John F. O'Brien Director May 10, 1996
- --------------------------
John F. O'Brien
/s/ David V. Ragone Director May 10, 1996
- --------------------------
David V. Ragone
/s/ Charles P. Siess, Jr. Director May 10, 1996
- --------------------------
Charles P. Siess, Jr.
/s/ Morris Tanenbaum Director May 10, 1996
- --------------------------
Morris Tanenbaum
/s/ Lydia W. Thomas Director May 10, 1996
- --------------------------
Lydia W. Thomas
Page II-10
<PAGE> 1
Exhibit 99
CABOT CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN
1. Purpose.
--------
The purpose of the Cabot Corporation Non-Employee Directors' Stock
Compensation Plan (the "Plan") is to advance the interests of Cabot Corporation
and its stockholders by helping to attract and retain highly qualified,
non-employee directors. The Plan shall be interpreted and implemented in a
manner so that eligible Non-employee Directors will not fail, by reason of the
Plan or its implementation, to be "disinterested persons" within the meaning of
Rule 16(b)3 of the Securities Exchange Act of 1934, as such Rule and such Act
may be amended.
2. Definition.
-----------
Unless the context clearly indicates otherwise, the following terms when
used in the Plan shall have the meanings set forth in this section:
a. "Board of Directors" shall mean the Board of Directors of the
Company.
b. "Company" shall mean Cabot Corporation, a Delaware corporation,
or its successor.
c. "Non-employee Directors" shall mean any member of the Board of
Directors who is not also an employee of the Company or any of its
affiliates.
d. "Common Stock" shall mean the shares of common stock of the
Company, $1 par value per share.
3. Shares of Common Stock Subject to the Plan.
-------------------------------------------
Common Stock may be shares of the Company's authorized but unissued or
reacquired shares of Common Stock.
4. Eligibility.
------------
Only Non-employee Directors shall be eligible to receive shares of Common
Stock under the Plan.
Page II-11
<PAGE> 2
5. Awards of Common Stock.
-----------------------
On the date of the January meeting of the Board of Directors (or if no
such meeting is held, on January 15th) in each fiscal year of the Company, the
Company shall issue 400 shares of Common Stock to each Non-employee Director as
a portion of his or her annual compensation received as a Non-employee Director.
In the event the Director is first elected after the commencement of the fiscal
year, the shares issuable to him or her shall be prorated.
6. Adjustments.
------------
In the event of any reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, issuance of rights or
any other change in the capital structure of the Company, the number of shares
of Common Stock to be issued hereunder shall be equitably adjusted to reflect
the occurrence of such event.
7. General Provisions.
-------------------
a. No Non-employee Director and no beneficiary or other person claiming
under or through such Non-employee Director shall have any right,
title or interest by reason of this Plan or any share of Common Stock
to any particular assets of the Company. The Company shall not be
required to establish any fund or make any other segregation of
assets to assure the award of Common Stock hereunder.
b. No right under the Plan shall be subject to anticipation, sale,
assignment, pledge, encumbrance or charge except by will or the law
of descent and distribution.
c. Notwithstanding any other provision of the Plan or agreements made
pursuant hereto, the Company shall not be required to issue or
deliver any certificate for shares of Common Stock under this Plan
prior to fulfillment of all of the following conditions:
1. Any required listing or approval upon notice of issuance of
such shares on any securities exchange on which the Common
Stock may then be traded.
2. Any registration or other qualification of such shares under
any state or federal law or regulation or other qualification
which the Board of Directors shall upon the advice of counsel
deem necessary or advisable.
3. The obtaining of any other required consent or approval or
permit from any state or federal government agency.
Page II-12
<PAGE> 3
d. In no event shall the Company be required to issue a fractional share
hereunder.
e. The issuance of shares to Non-employee Directors or to their legal
representatives shall be subject to any applicable taxes or other laws
or regulations of the United States of America or any state or
commonwealth having jurisdiction thereover.
8. Effective date; Termination and Amendment.
------------------------------------------
a. This Plan shall become effective on the date of its adoption by the
Board of Directors provided, however, that any grants made under the
Plan prior to its approval by the holders of a majority of the
outstanding shares of Common Stock and Series B ESOP Convertible
Preferred Stock of the Company voted either in person or by proxy at a
duly held meeting of the stockholders of the Company shall be subject
to such approval.
b. The Plan shall terminate on the date that occurs 20 years after its
effective date. The Board of Directors may also terminate the Plan or
make such modifications or amendments to the Plan as it may deem
advisable, provided, however, that the Board of Directors may not
amend the Plan:
(1) more often than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder; and
(2) without the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock and Series B ESOP Convertible
Preferred Stock entitled to vote for any of the following
purposes:
(i) increase the maximum number of shares of Common Stock
which may be awarded under the Plan
(ii) extend the period during which any shares of Common Stock
may be awarded;
(iii) change the requirements as to the classes of persons
eligible to receive shares of Common Stock under the Plan;
or
(iv) make any other amendment to the Plan for which approval by
the stockholders of the Company is required pursuant to any
applicable law or rule.
Page II-13
