<PAGE> 1
As filed with the Securities and Exchange Commission on July 6, 1999
Registration No. 333-[ ]
----------------------
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 of Incorporation) (I.R.S. Employer Identification No.)
75 STATE STREET
BOSTON, MASSACHUSETTS
02109-1806
(Address of principal executive offices, including zip code)
1999 EQUITY INCENTIVE PLAN
(Full title of Plan)
Sarah W. Saunders, Esq.
75 State Street
Boston, Massachusetts 02109
(Name and address of agent for service)
(617) 345-0100
(Telephone number, including area code, of agent for service)
----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering price* registration fee
per share*
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 shares 23.625 $70,875,000 $19,703.25
$1.00 par value
</TABLE>
*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 29, 1999.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Cabot Corporation (the "Company") hereby incorporates by reference into
this registration statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K, dated September 30, 1998,
filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998, filed pursuant to Section 13 of the Exchange Act.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999, filed pursuant to 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.
In addition, all reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be part hereof from the date
of the filing of such reports and other documents.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby has been 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 Commission, in that the fair market value of the approximately 113,000
shares of Common Stock owned by him exceeds $50,000. It is anticipated that
additional shares will be issued to Mr. Rothberg pursuant to the 1999 Equity
Incentive Plan. Also, at such time Mr. Rothberg was connected with the Company
in that he was Vice President and 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 such person 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 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) of the Company's Certificate of Incorporation no director or officer
of the Company shall be liable to the Company or its
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<PAGE> 3
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 or officers for breach of fiduciary duty.
Section 145 of the Delaware General Corporation Law authorizes the
indemnification of directors, officers, employees and agents of a corporation
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 8. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
4 1999 Equity Incentive Plan.
5 Opinion of Robert Rothberg, Vice President and General Counsel.
23.1 Consent of Robert Rothberg is contained in his opinion as filed
as Exhibit 5 to this Registration Statement.
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney.
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 (the "1933 Act"),
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 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.
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, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are 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.
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<PAGE> 4
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 1933 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; 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 1933
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 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 Exchange Act 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 1933 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
[Remainder of page intentionally left blank.]
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<PAGE> 5
SIGNATURES
THE REGISTRANT. 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, Commonwealth of Massachusetts, on July
6, 1999.
CABOT CORPORATION
By: /s/ Kennett F. Burnes
---------------------
Kennett F. Burnes
President
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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ---- ----
<S> <C> <C>
/s/ Samuel W. Bodman Director, Chairman of the July 6, 1999
- ----------------------------- Board and Chief Executive
SAMUEL W. BODMAN Officer (principal executive
officer)
/s/ Kennett F. Burnes Director and President July 6, 1999
- -----------------------------
KENNETT F. BURNES
/s/ Robert L. Culver Executive Vice President and July 6, 1999
- ----------------------------- Chief Financial Officer
ROBERT L. CULVER (principal financial officer)
/s/ William T. Anderson Controller July 6, 1999
- ----------------------------- (principal accounting officer)
WILLIAM T. ANDERSON
* Director July 6, 1999
- -----------------------------
JANE C. BRADLEY
* Director July 6, 1999
- -----------------------------
JOHN G.L. CABOT
* Director July 6, 1999
- -----------------------------
JOHN S. CLARKESON
* Director July 6, 1999
- -----------------------------
ARTHUR L. GOLDSTEIN
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* Director July 6, 1999
- -----------------------------
ROBERT P. HENDERSON
* Director July 6, 1999
- -----------------------------
ARNOLD S. HIATT
* Director July 6, 1999
- -----------------------------
GAUTAM S. KAJI
* Director July 6, 1999
- -----------------------------
RODERICK C.G. MACLEOD
* Director July 6, 1999
- -----------------------------
JOHN H. MCARTHUR
* Director July 6, 1999
- -----------------------------
JOHN F. O'BRIEN
* Director July 6, 1999
- -----------------------------
DAVID V. RAGONE
* Director July 6, 1999
- -----------------------------
CHARLES P. SIESS, JR.
* Director July 6, 1999
- -----------------------------
LYDIA W. THOMAS
* Director July 6, 1999
- -----------------------------
MARK S. WRIGHTON
*By /s/ Sarah W. Saunders
------------------------
SARAH W. SAUNDERS
AS ATTORNEY-IN-FACT
</TABLE>
* By authority of Power of Attorney filed as Exhibit 24 to this Registration
Statement.
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<PAGE> 7
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
4 1999 Equity Incentive Plan.
5 Opinion of Robert Rothberg, Vice President and General Counsel.
23.1 Consent of Robert Rothberg is contained in his opinion as filed
as Exhibit 5 to this Registration Statement.
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney.
<PAGE> 1
EXHIBIT 4
---------
CABOT CORPORATION
1999 EQUITY INCENTIVE PLAN
1. PURPOSE
The purpose of this 1999 Equity Incentive Plan (the "Plan") is to advance
the interests of Cabot Corporation (the "Company") and its stockholders by
enhancing the Company's ability to (a) attract and retain employees who are in a
position to make significant contributions to the success of the Company and its
subsidiaries; (b) reward employees for such contributions; and (c) encourage
employees to take into account the long-term interests of the Company and its
stockholders through ownership of shares of the Company's common stock
("Stock").
2. ADMINISTRATION
The Plan will be administered by the Compensation Committee or such other
committee (the "Committee") of the Board of Directors of the Company (the
"Board") as the Board may from time to time designate; provided that any
Committee administering the Plan shall consist of at least three directors and
shall not include any employees of the Company. The Committee will have
authority, not inconsistent with the express provisions of the Plan and in
addition to other authority granted under the Plan, to (a) grant awards
("Awards") and determine the terms and conditions of each Award; (b) modify or
waive, on a case by case basis, any term or condition of, or compliance by a
Participant with any obligation to be performed by him or her under, a
previously granted Award; (c) prescribe forms, rules and procedures (which it
may vary from time to time) as appropriate for the administration of the Plan;
and (d) interpret the Plan and decide any questions and settle all controversies
and disputes that may arise in connection with the Plan. Such determinations and
actions of the Committee, and all other determinations and actions of the
Committee made or taken under authority granted by any provision of the Plan,
will be conclusive and will bind all parties.
3. EFFECTIVE DATE AND TERM OF PLAN
The Plan will become effective on the date on which it is approved by the
stockholders of the Company. No Award may be granted under the Plan after the
tenth anniversary of the date on which this Plan was adopted by the Board, but
Awards previously granted may extend beyond that date.
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 8.6, the maximum number of
shares of Stock that may be delivered under the Plan will be (a) 3,000,000
shares of Stock; plus (b) any shares of Stock issued under the Plan and
forfeited; plus (c) without duplication for shares counted under the immediately
preceding clause, a number of shares of Stock equal to the number of shares
repurchased by the Company in the open market or otherwise and having an
aggregate repurchase price no greater than the amount of cash proceeds received
by the Company from the sale of shares of Stock under the Plan; plus (d) any
shares of Stock surrendered to the Company in payment of the exercise price of
Options issued under the Plan. However, in no event shall the Company (a)
deliver more than 3,000,000 shares of Stock under the Plan (subject to
adjustment pursuant to Section 8.6) to the officers of the Company, (b) issue
ISO's (as defined in Section 6.2(a)) under the Plan covering more than 3,000,000
shares of Stock, or (c) issue any Award under the Plan if after giving effect to
such Award the aggregate of all outstanding awards under the Plan, the 1996
Equity Incentive Plan, and the Equity Incentive Plan approved by the
stockholders of
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<PAGE> 2
the Company at the 1989 Annual Meeting of Stockholders (i.e., unexercised
Options, unvested Purchase Restricted Stock, or other awards that remain subject
to the restrictions of the Plan or such other plans) would exceed 9.9% of the
total number of shares of Stock at the time outstanding.
Stock delivered under the Plan may be either from authorized but unissued
Stock or from treasury shares.
5. ELIGIBILITY AND PARTICIPATION
Those eligible to receive Awards under the Plan will be key employees of
the Company or any of its subsidiaries ("Employees") who, in the opinion of the
Committee, are in a position to make a significant contribution to the success
of the Company or its subsidiaries. A "subsidiary" for purposes of the Plan is
an entity in which the Company owns, directly or indirectly, (a) equity
interests possessing 40% or more, but less than a majority, of the total
combined voting power of all classes of equity, and which entity the Committee
shall have determined is managed as part of one of the Company's core
businesses, or (b) equity interests possessing a majority of the total combined
voting power of all classes of equity. The Committee will from time to time
select the eligible Employees who are to be granted Awards ("Participants"), but
no Participant shall receive Awards under the Plan covering more than 1,000,000
shares of Stock (subject to adjustment pursuant to Section 8.6).
6. TYPES OF AWARDS
6.1. RESTRICTED STOCK.
(a) NATURE OF RESTRICTED STOCK AWARD. An Award of Restricted Stock entitles
the recipient to acquire, at such time or times as the Committee may determine,
shares of Stock subject to the restrictions described in paragraph (d) below
("Restricted Stock") for a consideration which may be either (i) any amount
which is not less than 30% of the fair market value of the Stock at the time of
grant, or (ii) an amount less than 30% of the fair market value of the Stock at
the time of grant if the Committee has expressly determined to grant the
discount in accordance with Section 6.5 or in lieu of a comparable amount of
salary or cash bonus. However, the number of shares issued at less than 30% of
the fair market value in lieu of salary or cash bonus shall be no more than
500,000 shares (subject to adjustment pursuant to Section 8.6).
(b) PAYMENT FOR RESTRICTED STOCK. An Award of Restricted Stock may permit
the Participant to pay some or all of the purchase price thereof, or withholding
taxes to be paid by the Participant in connection therewith, in the form of a
note from the Participant on such terms as the Committee shall determine. Such
terms may include forgiveness of all or a portion of any such note upon such
conditions as the Committee may specify. However, if any portion of such a note
is to be forgiven on the sole condition that the Participant remain an Employee
for a period of time, the portion to be so forgiven shall not be counted for the
purposes of Section 6.1(a) as consideration for such Stock.
(c) RIGHTS AS A STOCKHOLDER. A Participant who receives Restricted Stock
will have all the rights of a stockholder with respect to the Stock, including
voting and dividend rights, subject to the restrictions described in paragraph
(d) below and any other conditions imposed by the Committee at the time of
grant.
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<PAGE> 3
(d) RESTRICTIONS. The restrictions on each grant of Restricted Stock will
lapse at such time or times, and on such conditions, as the Committee may
specify. However, not more than 5% of the shares of Stock subject to the Plan
shall be awarded with a vesting period less than 3 years from the date of grant,
or with no vesting period, or with a vesting schedule that is faster than
ratably over a three year period. Except as otherwise specifically provided by
the Plan or by the Committee in any particular case, until these restrictions
lapse, Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of, except that Restricted Stock may be pledged
as security for the purchase price thereof, or for loans used to fund any or all
of the purchase price thereof or withholding taxes paid in connection with the
purchase thereof. If the Participant ceases to be an Employee before such
restrictions have lapsed, the Company shall have the right to repurchase the
Restricted Stock for the amount of consideration (excluding services) it
received for the Stock plus, if the Committee shall so determine, an amount
equal to the withholding taxes paid in connection with the sale of the Stock, or
for such other consideration as the Committee shall determine, including for no
consideration if no consideration other than services was paid. The Committee
shall not accelerate the time at which the restrictions on all or any part of a
grant of Restricted Stock will lapse, except as the Committee may determine to
be appropriate in connection with a Participant's termination as an Employee.
6.2. OPTIONS.
(a) NATURE OF OPTIONS. An Option is an Award entitling the recipient on
exercise thereof to purchase Stock at a specified exercise price.
Both "incentive stock options," as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and Options that are not
incentive stock options, may be granted under the Plan. Any Option intended to
qualify as an incentive stock option will be referred to in the Plan as an
"ISO". Once an ISO has been granted, no action by the Committee that would cause
the Option to lose its status under the Code as an incentive stock option will
be effective without the consent of the Option holder.
(b) EXERCISE PRICE. The exercise price of an Option will be determined by
the Committee, but except as provided in Section 6.5 the Committee shall not set
the exercise price of an Option at less than the fair market value per share of
the Stock at the time the Option is granted unless the Committee expressly
determines to grant the discount in lieu of a comparable amount of salary or
cash bonus.
(c) DURATION OF OPTIONS. The latest date on which an Option may be
exercised will be the tenth anniversary of the date the Option was granted, or
such earlier date as may have been specified by the Committee at the time the
Option was granted.
(d) EXERCISE OF OPTIONS. An Option will become exercisable at such time or
times, and on such terms and conditions, as the Committee may specify. The
Committee may at any time accelerate the time at which all or any part of the
Option may be exercised.
Any exercise of an Option must be in writing, signed by the proper person
and delivered or mailed to the Company, accompanied by (1) any documents
required by the Committee and (2) payment in full for the number of shares for
which the Option is exercised.
6.3. APPRECIATION RIGHTS.
(a) NATURE OF APPRECIATION RIGHTS. An Appreciation Right is an Award
entitling the recipient on exercise of the Right to receive an amount, in cash
or Stock or a combination thereof (such form to be
3
<PAGE> 4
determined by the Committee), determined in whole or in part by reference to
appreciation in Stock value.
An Appreciation Right may be either a standard Stock Appreciation Right or
a Performance Appreciation Right. A Stock Appreciation Right entitles the
Participant to receive, with respect to each share of Stock as to which the
Right is exercised, the excess of (1) the share's fair market value on the date
of exercise, increased if the Committee so provides by the value of dividends on
the Stock, over (2) its fair market value on the date the Right was granted. A
Performance Appreciation Right is a form of Stock Appreciation Right pursuant to
which the amount the recipient is entitled to receive is adjusted upward or
downward under rules established by the Committee to take into account the
performance of the Stock in comparison with the performance of other stocks or
an index of other stocks or to take into account other criteria determined by
the Committee to be appropriate to reflect the true performance of the Stock or
the Company.
Appreciation Rights shall be exercisable at such time or times (not later
than ten years from the date of grant), and on such terms, as the Committee may
specify.
(b) TANDEM APPRECIATION RIGHTS. Appreciation Rights may be granted in
tandem with, or independently of, Options granted under the Plan. The
relationship between an Option and any Tandem Appreciation Rights shall be set
forth in the respective instrument for the Option or the Tandem Appreciation
Right or both.
6.4. PERFORMANCE AWARDS.
(a) NATURE OF PERFORMANCE AWARDS. A Performance Award entitles the
recipient to receive an amount, in cash or Stock or a combination thereof (such
form to be determined by the Committee), based on one or more measures of
performance and/or the attainment of one or more performance goals. Performance
measures or goals may be related to personal performance, corporate performance,
departmental performance or any other category of performance deemed by the
Committee to be important to the success of the Company. The Committee will
determine the performance measures and/or goals, the period or periods during
which performance is to be measured and all other terms and conditions
applicable to the Award. The Committee may in its discretion, in order to
qualify an Award under Section 162(m) of the Code, or for any other reason, seek
Stockholder approval for particular Awards, or a program pursuant to which
Awards were or are to be made, and may make any such Awards subject to such
approval.
(b) OTHER AWARDS MAY BE MADE SUBJECT TO PERFORMANCE CRITERIA. The Committee
may, at the time any Award described in this Section 6 is granted, specify one
or more measures of performance and/or the attainment of one or more performance
goals to be used in determining one or more terms of the Award or which shall be
conditions to the Participant's realization of benefits under all or a portion
of the Award.
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<PAGE> 5
6.5. SUBSTITUTE AWARDS.
In connection with any acquisition, the Committee may grant Awards to
persons who become Employees in connection with such acquisition in substitution
for equity incentives held by them in the seller or acquired entity. In such
case the Committee may set the prices and other terms of the substitute Awards
at such amounts and in such manner as may be appropriate to preserve for the
Participants the economic values of the equity incentives for which such Awards
are substitutes, or otherwise to provide such incentives as the Committee may
determine are appropriate. Any substitute Awards granted under the Plan shall
not count toward the share limitations set forth in Section 4, 6.1(a) or 6.1(d).
7. EVENTS AFFECTING OUTSTANDING AWARDS
7.1. DEATH AND DISABILITY.
If a Participant ceases to be an Employee by reason of death or total and
permanent disability (as determined by the Committee), the following will apply:
(a) Subject to paragraph (c) below, each Option and Appreciation Right
held by the Participant when his or her employment ended will immediately
become exercisable in full and will continue to be exercisable until the
earlier of (1) the third anniversary of the date on which his or her
employment ended, and (2) the date on which the Award would have terminated
had the Participant remained an Employee. If the Participant has died, his
or her Award may be exercised within such limits by his or her executor or
administrator or by the person or persons to whom the Award is transferred
by will or the applicable laws of descent and distribution (the
Participant's "legal representative").
(b) Subject to paragraph (c) below, each share of Restricted Stock
held by the Participant when his or her employment ended will immediately
become free of the restrictions.
(c) If when the Participant's employment ended exercise of an Option
or Appreciation Right or lapse of restrictions on Restricted Stock was
subject to performance or other conditions (other than conditions relating
solely to the passage of time and continued employment, which automatically
lapse pursuant to Section 7.1(a) or (b)) which had not been satisfied at
such time, the Committee may remove or modify such conditions or provide
that the Participant will receive the benefit of the Award if and when the
conditions are subsequently satisfied. If the Committee does not take such
action, however, such Award will terminate as of the date on which the
Participant's employment ended as described above.
(d) Any payment or benefit under a Performance Award to which the
Participant has not become irrevocably entitled will be forfeited and the
Award canceled as of the date on which the Participant's employment ended,
unless otherwise provided in the instrument evidencing the Award or
otherwise agreed to by the Committee.
If a Participant dies after his or her employment has ended but while an
Award held by him or her is still exercisable, his or her legal representative
will be entitled to exercise such Award until the earlier of (1) the third
anniversary of his or her death and (2) the date on which the Award would have
terminated had the Participant remained an Employee.
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<PAGE> 6
7.2. OTHER TERMINATION OF EMPLOYMENT.
If a Participant ceases to be an Employee for any reason other than those
specified in Section 7.1 above, except as otherwise determined by the Committee
in any particular case, the following will apply:
(a) All Options and Appreciation Rights held by the Participant that
were not exercisable when his or her employment ended will terminate. Any
Awards that were so exercisable will continue to be exercisable until the
earlier of (1) the date which is three months after the date on which his
or her employment ended and (2) the date on which the Award would have
terminated had the Participant remained an Employee.
(b) All Restricted Stock held by the Participant must be transferred
to the Company in accordance with Section 6.1 above.
(c) Any payment or benefit under a Performance Award to which the
Participant has not become irrevocably entitled will be forfeited and the
Award canceled, unless otherwise provided in the instrument evidencing the
Award or otherwise agreed to by the Committee.
For purposes of this Section 7.2, an Employee's employment will not be
considered to have ended (1) in the case of sick leave or other bona fide leave
of absence approved for purposes of the Plan by the Committee, so long as his or
her right to reemployment is guaranteed either by statute or by contract, (2) as
a result of a reduction in the Company's percentage ownership of the entity
employing the Employee, or (3) in the case of a transfer of the Employee to the
employment of a person or entity acquiring all or a portion of the business of
the Company or any of its subsidiaries.
7.3 CHANGE IN CONTROL.
Notwithstanding any other provision of the Plan or of any Award, in the
event of a Change in Control as defined in Exhibit A the following will apply:
(a) Each outstanding Option and Appreciation Right will immediately
become exercisable in full.
(b) Each outstanding share of Restricted Stock will immediately become
free of all restrictions and conditions.
(c) Conditions on Performance Awards which relate solely to the
passage of time and continued employment will be removed. Performance or
other conditions (other than conditions relating solely to the passage of
time and continued employment) will continue to apply unless otherwise
provided in the instrument evidencing the Awards or in any other agreement
between the Participant and the Company or unless otherwise agreed to by
the Committee.
(d) During the 60-day period following the Change in Control, a
Participant holding an Option or an Appreciation Right will have the right
(by giving written notice to the Company) to surrender all or part of his
or her Award to the Company and receive a cash payment equal to (1) the
excess of the value per share of stock (as defined below) on the date of
exercise over the exercise price per share, adjusted, in the case of a
Performance Appreciation Right to take into
6
<PAGE> 7
account the performance of the Stock in comparison to the other stocks or
index specified by the Committee, multiplied by (2) the number of shares
subject to the surrendered Award. Such right will not apply to any Option
as to which the Committee expressly excludes such right at the date of
grant; provided, however, if (i) the Change of Control is a merger to be
accounted for as a pooling of interest, (ii) adequate provision is made for
all Participants to receive, in substitution for their Awards, awards from
the surviving entity in the same form and terms (after giving effect to the
foregoing paragraphs (a), (b) and (c)) and with the same economic value as
their Awards under the Plan, and (iii) the Committee, in its discretion,
determines that the rights to receive cash payment under this paragraph (d)
are not in the best interests of the Company, then no Participant shall
have the right pursuant to this paragraph (d) to surrender his or her Award
to the Company for a cash payment. As used in this paragraph with respect
to an election by a Participant to receive cash in respect of an Award
which is not an ISO, the term "value per share" will mean the higher of (i)
the highest reported sales price, regular way, of a share of Stock on the
New York Stock Exchange Composite Transactions Index during the 60-day
period ending on the date of the Change in Control and (ii) if the Change
in Control is the result of the acquisition of Stock by a "person" (as
defined in Exhibit A), the highest price per share of the Stock paid by
such person. In the case of an election by a Participant to receive cash in
respect of an ISO, however, the term "value" will mean fair market value
unless otherwise agreed to by the Participant.
7.4 MERGERS, CONSOLIDATIONS, ETC.
In the event of a merger or consolidation in which the Company is not the
surviving corporation or which results in the acquisition of substantially all
the Company's outstanding Stock by a single person or entity or by a group of
persons or entities acting in concert, or in the event of sale or transfer of
all or substantially all of the Company's assets (a "covered transaction"), all
outstanding Options and Appreciation Rights may be terminated by the Board as of
the effective date of the covered transaction, subject to the following: If the
covered transaction follows a Change in Control or would give rise to a Change
in Control, no Option or Appreciation Right will be terminated (without the
consent of the Participant) prior to the expiration of 20 days following the
later of (i) the date on which the Award became fully exercisable and (ii) the
date on which the Participant received written notice of the covered
transaction.
8. GENERAL PROVISIONS
8.1. DOCUMENTATION OF AWARDS.
Awards will be evidenced by written instruments prescribed by the Company
from time to time. Such instruments may be in the form of agreements, to be
executed by both the Participant and the Company, or certificates, letters or
similar instruments, which need not be executed by the Participant but
acceptance of which will evidence agreement to the terms thereof and hereof.
8.2. RIGHTS AS A STOCKHOLDER; DIVIDEND EQUIVALENTS.
Except as specifically provided by the Plan, the receipt of an Award will
not give a Participant rights as a stockholder; the Participant will obtain such
rights, subject to any limitations imposed by the Plan or the instrument
evidencing the Award, upon actual receipt of Stock. However, the Committee may,
on such conditions as it deems appropriate, provide that a Participant will
receive a benefit in lieu of
7
<PAGE> 8
cash dividends that would have been payable on any or all Stock subject to the
Participant's Award had such Stock been outstanding. Without limitation, the
Committee may provide for payment to the Participant of amounts representing
such dividends, either currently or in the future, or for the investment of such
amounts on behalf of the Participant.
8.3. CONDITIONS ON DELIVERY OF STOCK.
The Company will not be obligated to deliver any shares of Stock pursuant
to the Plan or to remove any restriction from shares previously delivered under
the Plan (a) until all conditions of the Award have been satisfied or removed,
(b) until, in the opinion of the Company's counsel, all applicable federal and
state laws and regulations have been complied with, (c) if the outstanding Stock
is at the time listed on any stock exchange, until the shares to be delivered
have been listed or authorized to be listed on such exchange upon official
notice of notice of issuance, and (d) until all other legal matters in
connection with the issuance and delivery of such shares have been approved by
the Company's counsel. If the sale of Stock has not been registered under the
Securities Act of 1933, as amended, the Company may require, as a condition to
exercise of the Award, such representations or agreements as counsel for the
Company may consider appropriate to avoid violation of such Act and may require
that the certificates evidencing such Stock bear an appropriate legend
restricting transfer.
8.4. TAX WITHHOLDING.
The Company will withhold from any payment made pursuant to an Award an
amount sufficient to satisfy all federal, state and local withholding tax
requirements (the "withholding requirements").
In the case of an Award pursuant to which Stock may be delivered, the
Committee will have the right to require that the Participant or other
appropriate person remit to the Company an amount sufficient to satisfy the
withholding requirements, or make other arrangements satisfactory to the
Committee with regard to such requirements, prior to the delivery of any Stock.
If and to the extent that such withholding is required, the Committee may permit
the Participant or such other person to elect at such time and in such manner as
the Committee provides to have the Company hold back from the shares to be
delivered, or to deliver to the Company, Stock having a value calculated to
satisfy the withholding requirement.
If at the time an ISO is exercised the Committee determines that the
Company could be liable for withholding requirements with respect to a
disposition of the Stock received upon exercise, the Committee may require as a
condition of exercise that the person exercising the ISO agree (a) to inform the
Company promptly of any disposition of Stock received upon exercise, and (b) to
give such security as the Committee deems adequate to meet the potential
liability of the Company for the withholding requirements and to augment such
security from time to time in any amount reasonably deemed necessary by the
Committee to preserve the adequacy of such security.
8.5. NONTRANSFERABILITY OF AWARDS.
Except as otherwise specifically provided by the Committee, no Award may be
transferred other than by will or by the laws of descent and distribution, and
during a Participant's lifetime an Award requiring exercise may be exercised
only by him or her (or in the event of incapacity, the person or persons
properly appointed to act on his or her behalf).
8
<PAGE> 9
8.6. ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS.
(a) In the event of a stock dividend, stock split or combination of shares,
recapitalization or other change in the Company's capitalization, or other
distribution with respect to common stockholders other than normal cash
dividends, the Committee will make any appropriate adjustments to the maximum
number of shares that may be delivered under the Plan under Section 4 above.
(b) In any event referred to in paragraph (a) the Committee will also make
any appropriate adjustments to the number and kind of shares of stock or
securities subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Awards and any other provisions of Awards affected
by such change. The Committee may also make such adjustments to take into
account material changes in law or in accounting practices or principles,
mergers, consolidations, acquisitions, dispositions, repurchases or similar
corporate transactions, or any other event, if it is determined by the Committee
that adjustments are appropriate to avoid distortion in the operation of the
Plan, but no such adjustments other than those required by law may adversely
affect the rights of any Participant (without the Participant's consent) under
any Award previously granted.
8.7. EMPLOYMENT RIGHTS.
Neither the adoption of the Plan nor the grant of Awards will confer upon
any person any right to continued employment with the Company or any subsidiary
or affect in any way the right of the Company or subsidiary to terminate an
employment relationship at any time. Except as specifically provided by the
Committee in any particular case, the loss of existing or potential profit in
Awards granted under the Plan will not constitute an element of damages in the
event of termination of an employment relationship even if the termination is in
violation of an obligation of the Company to the Employee.
8.8 DEFERRAL OF PAYMENTS.
The Committee may agree at any time, upon request of the Participant, to
defer the date on which any payment under an Award will be made.
8.9 PAYMENT FOR STOCK; LOANS.
Stock purchased from the Company under this Plan either as Restricted Stock
or on exercise of an Option may be paid for with such legal consideration as the
Committee may determine. If and to the extent authorized by the Committee, the
Company may permit Participants to pay for Stock with promissory notes, and may
make loans to Participants of all or a portion of any withholding taxes to be
paid in connection with the grant, exercise or vesting of any Award. Any such
extensions of credit may be secured by Stock or other collateral, or may be made
on an unsecured basis, as the Committee may determine.
9
<PAGE> 10
9. DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION
The Committee may at any time discontinue granting Awards under the Plan.
The Board may at any time or times amend the Plan or any outstanding Award for
any purpose which may at the time be permitted by law, or may at any time
terminate the Plan as to any further grants of Awards, provided that (except to
the extent expressly required or permitted by the Plan) no such amendment will,
without the approval of the stockholders of the Company, (a) increase the
maximum number of shares available under the Plan, (b) extend the time within
which Awards may be granted, or (c) amend the provisions of this Section 9, and
no amendment or termination of the Plan may adversely affect the rights of any
Participant (without his or her consent) under any Award previously granted.
CABOT CORPORATION
By
----------------------------
10
<PAGE> 11
EXHIBIT A
A "Change in Control" shall be deemed to have occurred if:
(a) any "person" as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "1934 Act") (other than (i) the Company,
(ii) any subsidiary of the Company, (iii) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or of any subsidiary of
the Company, or (iv) any company owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company), is or becomes the "beneficial owner" (as
defined in Section 13(d) of the 1934 Act), together with all Affiliates and
Associates (as such terms are used in Rule 12b-2 of the General Rules and
Regulations under the 1934 Act) of such person, directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company's then outstanding securities;
(b) the stockholders of the Company approve a merger or consolidation of
the Company with any other company, other than (1) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
subsidiary of the Company, at least 65% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (2) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
after which no "person" (with the method of determining "beneficial ownership"
used in clause (a) of this definition) owns more than 25% of the combined voting
power of the securities of the Company or the surviving entity of such merger or
consolidation; or
(c) during any period of two consecutive years (not including any period
prior to the execution of the Plan), individuals who at the beginning of such
period constitute the Board, and any new director (other than a director
designated by a person who has conducted or threatened a proxy contest, or has
entered into an agreement with the Company to effect a transaction described in
clause (a), (b) or (d) of this definition) whose election by the Board or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved cease for any reason to constitute at least
a majority thereof; or
(d) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets.
11
<PAGE> 1
EXHIBIT 5
---------
July 2, 1999
Cabot Corporation
75 State Street
Boston, MA 02109
Ladies and Gentlemen:
I am Vice President and General Counsel to Cabot Corporation, a Delaware
corporation (the "Company"). In that capacity, I have acted as counsel for the
Company with respect to the Company's Registration Statement on Form S-8 (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 3,000,000 shares of Common Stock, par
value $1.00 (the "Shares"), to be issued under the Cabot Corporation 1999 Equity
Incentive 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 be named in the Registration Statement 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
Cabot Corporation
Vice President and General Counsel
<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 to register three million common shares of our report dated October 26,
1998 on our audits of the consolidated financial statements of Cabot Corporation
as of September 30, 1998 and 1997, and for each of the three years in the period
ended September 30, 1998, which report is included in the Company's 1998 Annual
Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
July 2, 1999
1
<PAGE> 1
EXHIBIT 24
----------
POWER OF ATTORNEY
We, the undersigned directors and officers of Cabot Corporation, hereby
severally constitute and appoint Robert Rothberg and Sarah W. Saunders, 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 1999 Equity Incentive 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Director, Chairman and May 14, 1999
- --------------------------- Chief Executive Officer
Samuel W. Bodman (principal executive officer)
/s/ Kennett F. Burnes Director and President May 14, 1999
- ---------------------------
Kennett F. Burnes
/s/ Robert L. Culver Executive Vice President and May 14, 1999
- --------------------------- Chief Financial Officer
Robert L. Culver (principal financial officer)
Controller May 14, 1999
- --------------------------- (principal accounting officer)
William T. Anderson
/s/ Jane C. Bradley Director May 14, 1999
- ---------------------------
Jane C. Bradley
/s/ John S. Clarkeson Director May 14, 1999
- ---------------------------
John S. Clarkeson
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Arthur L. Goldstein Director May 14, 1999
- ---------------------------
Arthur L. Goldstein
/s/ Robert P. Henderson Director May 14, 1999
- ---------------------------
Robert P. Henderson
/s/ Arnold S. Hiatt Director May 14, 1999
- ---------------------------
Arnold S. Hiatt
/s/ Gautam S. Kaji Director May 14, 1999
- ---------------------------
Gautam S. Kaji
/s/ Roderick C.G. MacLeod Director May 14, 1999
- ---------------------------
Roderick C.G. MacLeod
/s/ John H. McArthur Director May 14, 1999
- ---------------------------
John H. McArthur
/s/ John F. O'Brien Director May 14, 1999
- ---------------------------
John F. O'Brien
/s/ David V. Ragone Director May 14, 1999
- ---------------------------
David V. Ragone
/s/ Charles P. Siess, Jr. Director May 14, 1999
- ---------------------------
Charles P. Siess, Jr.
</TABLE>
2
<PAGE> 3
POWER OF ATTORNEY
I, the undersigned director of Cabot Corporation, hereby severally
constitute and appoint Robert Rothberg and Sarah W. Saunders, and each of them,
my true and lawful attorney with full power to (i) sign for me, and in my name
in the capacity 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
1999 Equity Incentive Plan, and any and all amendments thereto, hereby ratifying
and confirming my signature as it may be signed by my 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/ John G.L. Cabot Director May 24, 1999
- ---------------------------
John G.L. Cabot
<PAGE> 4
POWER OF ATTORNEY
I, the undersigned director of Cabot Corporation, hereby severally
constitute and appoint Robert Rothberg and Sarah W. Saunders, and each of them,
my true and lawful attorney with full power to (i) sign for me, and in my name
in the capacity 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
1999 Equity Incentive Plan, and any and all amendments thereto, hereby ratifying
and confirming my signature as it may be signed by my 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/ Lydia W. Thomas Director May 24, 1999
- ---------------------------
Lydia W. Thomas
<PAGE> 5
POWER OF ATTORNEY
I, the undersigned director of Cabot Corporation, hereby severally
constitute and appoint Robert Rothberg and Sarah W. Saunders, and each of them,
my true and lawful attorney with full power to (i) sign for me, and in my name
in the capacity 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
1999 Equity Incentive Plan, and any and all amendments thereto, hereby ratifying
and confirming my signature as it may be signed by my 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/ Mark S. Wrighton Director May 24, 1999
- ---------------------------
Mark S. Wrighton
