______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
THE DOW CHEMICAL COMPANY
(a Delaware corporation)
Executive Offices -- 2030 Dow Center
Midland, Michigan 48674
(Name, state of incorporation and address of principal
executive office of registrant)
I.R.S. Employer Identification No. 38-1285128
____________________
THE DOW CHEMICAL COMPANY
1994 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full title of the plan)
_________________________
ENRIQUE C. FALLA
Executive Vice President and Chief Financial Officer
THE DOW CHEMICAL COMPANY
2030 Dow Center
Midland, Michigan 48674
(Name and address of agent for service)
Telephone: (517) 636-1000
____________________
CALCULATION OF REGISTRATION FEE
Title Proposed Proposed
of securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per unit (1) offering price (1) fee
_____________________________________________________________________________
Common Stock, 100,000 $68.375 $6,837,500.00 $2,357.76
par value $2.50 shares
of The Dow
Chemical Company
1) The price per unit and the aggregate offering price, calculated pursuant
to Rule 457(c) and provided herein for the sole purpose of determining the
registration fee, are based on the average of the high and low price of the
Common Stock of The Dow Chemical Company on the New York Stock Exchange on
March 17, 1995.
Page 1 of 11 Pages.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by The Dow Chemical Company
("Dow") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by this reference:
(a) Dow's Annual Report on Form 10-K for the year ended December 31,
1994 (The consolidated financial statements and financial statement schedule
included in such Annual Report have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing therein, and have
been so incorporated in this Registration Statement in reliance upon such
report given upon the authority of said firm as experts in accounting and
auditing.);
(b) Dow's Current Reports on Form 8-K dated January 20, 1995 and
January 25, 1995; and
(c) The description of Dow's Common Stock, par value $2.50 per share,
contained in a registration statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "Act") and any amendments or reports
filed for the purpose of updating that description.
All documents subsequently filed by Dow pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Act, prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article VI of its Restated Certificate of Incorporation, as
amended, Dow may indemnify its Directors, officers, employees and agents to
such extent as is permitted by the laws of the State of Delaware and as Dow's
Bylaws may from time to time provide. Section 145 of the General Corporation
Law of the State of Delaware empowers Dow to indemnify, subject to the
standards and limitations therein prescribed, any person in connection with
any action, suit or proceeding brought or threatened by reason of the fact
that such person is or was a Director, officer, employee or agent of Dow or
is or was serving in such capacity with respect to another corporation or
other enterprise at the request of Dow. Under Section VI of the Bylaws of
Dow, Dow is required to indemnify its Directors, officers and employees to
the full extent permitted by Delaware law whenever such a person is a
defendant in any legal proceeding. Section VI also gives the Company
discretion to indemnify Directors, officers, employees and agents in other
legal proceedings to which they are made a party. Any indemnification of a
Director, officer, employee or agent of the Company must be approved by the
Board of Directors. Dow maintains a Directors' and officers' liability
insurance policy that indemnifies Dow's Directors and officers against
certain losses in connection with claims made against them for certain
wrongful acts.
2 of 11 Pages
Item 8. EXHIBITS.
Exhibit No. Description of Exhibit
4(a) Restated Certificate of Incorporation of The
Dow Chemical Company, filed as Exhibit 3(a) to
Dow's Annual Report on Form 10-K for the year
ended December 31, 1992, incorporated herein by
this reference.
4(b) Bylaws of The Dow Chemical Company, filed as
Exhibit 3(ii) to Dow's Annual Report on Form
10-K for the year ended December 31, 1994,
incorporated herein by this reference.
23 Independent Auditors' Consent.
24 Power of Attorney.
3 of 11 Pages
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) 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.
(c) 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
4 of 11 Pages
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.
5 of 11 Pages
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 Midland, State of Michigan, on
March 23, 1995.
THE DOW CHEMICAL COMPANY
(Registrant)
By: /s/ Donna J. Roberts, Secretary
___________________________________
Donna J. Roberts, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
J. K. BARTON* Director
J. K. Barton
A. J. BUTLER* Director
A. J. Butler
D. T. BUZZELLI* Director and Vice President
D. T. Buzzelli
F. P. CORSON* Director and Vice President
F. P. Corson
W. D. DAVIS* Director
W. D. Davis
M. L. DOW* Director
M. L. Dow
J. L. DOWNEY* Director
J. L. Downey
6 of 11 Pages
E. C. FALLA* Director and Executive Vice
E. C. Falla President (Chief Financial Officer)
B. H. FRANKLIN* Director
B. H. Franklin
R. L. KESSELER* Vice President and Controller
R. L. Kesseler
F. W. LYONS, JR.* Director
F. W. Lyons, Jr.
W. J. NEELY* Director
W. J. Neely
F. P. POPOFF* Director and Chairman of the Board
F. P. Popoff (Chief Executive Officer)
H. T. SHAPIRO* Director
H. T. Shapiro
E. J. SOSA* Director and Senior
E. J. Sosa Vice President
W. S. STAVROPOULOS* Director and President
W. S. Stavropoulos (Chief Operating Officer)
P. G. STERN Director
P. G. Stern
*By: /s/ Donna J. Roberts
________________________
Donna J. Roberts
Attorney-in-fact
Dated: March 23, 1995
7 of 11 Pages
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page Number
4(a) Restated Certificate of Incorporation
of The Dow Chemical Company, filed as
Exhibit 3(a) to Dow's Annual Report on
Form 10-K for the year ended December
31, 1992, incorporated herein by this
reference.
4(b) Bylaws of The Dow Chemical Company,
filed as Exhibit 3(ii) to Dow's Annual
Report on Form 10-K for the year ended
December 31, 1994, incorporated herein
by this reference.
23 Independent Auditors' Consent. 9
24 Power of Attorney. 10-11
8 of 11 Pages
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of The Dow Chemical Company on Form S-8 of our report dated February 8, 1995
appearing in the Annual Report on Form 10-K of The Dow Chemical Company for
the year ended December 31, 1994, and to the reference to us under Item 3,
"Incorporation of Documents by Reference", of this Registration Statement.
/s/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Midland, Michigan
March 22, 1995
9 of 11 Pages
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints DONNA
J. ROBERTS, JOHN G. SCRIVEN or ENRIQUE C. FALLA, acting severally, as his or
her attorney-in-fact and agent, to sign registration statements on Form S-8
and any or all amendments (including post-effective amendments) to such
registration statements for shares of the Common Stock, par value $2.50 per
share, of The Dow Chemical Company, to be offered pursuant to the 1994
Non-Employee Directors' Stock Plan, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorney-in-fact and agent full power
and authority to perform any act in connection with any of the foregoing as
fully to all intents and purposes as he or she might do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof. Each attorney-in-fact and
agent is hereby granted full power of substitution and revocation with
respect hereto.
SIGNATURE TITLE DATE
J. K. BARTON Director July 14, 1994
J. K. Barton
A. J. BUTLER Director July 14, 1994
A. J. Butler
D. T. BUZZELLI Director and Vice President July 14, 1994
D. T. Buzzelli
F. P. CORSON Director and Vice President July 14, 1994
F. P. Corson
W. D. DAVIS Director July 14, 1994
W. D. Davis
M. L. DOW Director July 14, 1994
M. L. Dow
J. L. DOWNEY Director July 14, 1994
J. L. Downey
10 of 11 Pages
SIGNATURE TITLE DATE
E. C. FALLA Director and Executive Vice July 14, 1994
E. C. Falla President (Chief Financial Officer)
B. H. FRANKLIN Director July 14, 1994
B. H. Franklin
R. L. KESSELER Vice President and Controller July 14, 1994
R. L. Kesseler
F. W. LYONS, JR. Director July 14, 1994
F. W. Lyons, Jr.
W. J. NEELY Director July 14, 1994
W. J. Neely
F. P. POPOFF Director and Chairman of the July 14, 1994
F. P. Popoff Board (Chief Executive Officer)
H. T. SHAPIRO Director July 14, 1994
H. T. Shapiro
E. J. SOSA Director and Senior July 14, 1994
E. J. Sosa Vice President
W. S. STAVROPOULOS Director and President July 14, 1994
W. S. Stavropoulos (Chief Operating Officer)
P. G. STERN Director July 14, 1994
P. G. Stern
J. G. TEMPLE, JR. Director July 14, 1994
J. G. Temple, Jr.
11 of 11 Pages
