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 issuer)
I.R.S. Employer Identification No. 38-1285128
____________________
THE 1998 NON-EMPLOYEE DIRECTORS'
STOCK INCENTIVE PLAN
(Full title of the plan)
____________________
JOHN SCRIVEN
Vice President, General Counsel and Secretary
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
Proposed Proposed
Title maximum maximum Amount
of securities Amount to offering aggregate of
to be be price offering registra
registered registered per price tion fee
share(1)
Common Stock,
par value 200,000 $95.53125 $19,106,250 $5,636.34
$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 30,
1998.
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, 1997 (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.); and
(b) 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 of the Securities Exchange Act
of 1934, 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 OFFICERS
Under Article VI of the 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
as such 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 or 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.
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, 1997
incorporated herein by this
reference.
23 Independent Auditors'
Consent.
24 Power of Attorney.
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 undersigned 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
undersigned 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.
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, and the State
of Michigan on March 27, 1998.
THE DOW CHEMICAL COMPANY
(Registrant)
By: /s/J. PEDRO REINHARD
J. Pedro Reinhard
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
A. A. ALLEMANG* Director and Vice February 12,
President 1998
A. A. Allemang
J. K. BARTON* Director February 12,
1998
J. K. Barton
D. T. BUZZELLI* Director February 12,
1998
D. T. Buzzelli
A. J. CARBONE* Director and Executive February 12,
1998
A. J. Carbone Vice President
F. P. CORSON* Director and Vice February 12,
President 1998
F. P. Corson
J. C. DANFORTH* Director February 12,
1998
J. C. Danforth
W. D. DAVIS* Director February 12,
1998
W. D. Davis
M. L. DOW* Director February 12,
1998
M. L. Dow
J. L. DOWNEY* Director February 12,
1998
J. L. Downey
E. C. FALLA* Director and February 12,
1998
E. C. Falla Senior Consultant
B. H. FRANKLIN* Director February 12,
1998
B. H. Franklin
A. D. GILMOUR* Director February 12,
1998
A. D. Gilmour
G. M. LYNCH* Vice President and February 12,
Controller 1998
G. M. Lynch
M. D. PARKER* Director and Executive February 12,
1998
M. D. Parker Vice President
F. P. POPOFF* Director and Chairman February 12,
of the 1998
F. P. Popoff Board
J. P. REINHARD* Director, Executive Vice February 12,
1998
J. P. Reinhard President and
Chief Financial Officer
H. T. SHAPIRO* Director February 12,
1998
H. T. Shapiro
W. S. STAVROPOULOS* Director, President and February 12,
1998
W. S. Stavropoulos Chief Executive Officer
P. G. STERN* Director February 12,
1998
P. G. Stern
*By: /s/J. PEDRO REINHARD
J. Pedro Reinhard
Executive Vice President and
Chief Financial Officer
Dated: March 27, 1998
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, 1997
incorporated herein by this
reference.
23 Independent Auditors' 9
Consent.
24 Power of Attorney. 10-11
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 11, 1998, appearing in the Annual Report on Form
10-K of The Dow Chemical Company for the year ended December 31,
1997, and to the references to us under Item 3, "Incorporation of
Documents by Reference," of this Registration Statement.
Deloitte & Touche LLP
Midland, Michigan
April 2, 1998
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints John Scriven or J. Pedro Reinhard, acting severally, as
his or her attorney-in-fact and agent, to sign any registration
statement on Form S-8 and any or all amendments (including post-
effective amendments) to such registration statement in
connection with the 1998 Non-Employee Directors' Stock Incentive
Plan of The Dow Chemical Company, 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
/s/A. A. ALLEMANG Director and Vice February 12,
President 1998
A. A. Allemang
/s/J. K. BARTON Director February 12,
1998
J. K. Barton
/s/D. T. BUZZELLI Director February 12,
1998
D. T. Buzzelli
/s/A. J. CARBONE Director and Executive February 12,
1998
A. J. Carbone Vice President
/s/F. P. CORSON Director and Vice February 12,
President 1998
F. P. Corson
/s/J. C. DANFORTH Director February 12,
1998
J. C. Danforth
/s/W. D. DAVIS Director February 12,
1998
W. D. Davis
/s/M. L. DOW Director February 12,
1998
M. L. Dow
/s/J. L. DOWNEY Director February 12,
1998
J. L. Downey
/s/E. C. FALLA Director and February 12,
1998
E. C. Falla Senior Consultant
/s/B. H. FRANKLIN Director February 12,
1998
B. H. Franklin
/s/A. D. GILMOUR Director February 12,
1998
A. D. Gilmour
/s/G. M. LYNCH Vice President and February 12,
Controller 1998
G. M. Lynch
/s/M. D. PARKER Director and Executive February 12,
1998
M. D. Parker Vice President
/s/F. P. POPOFF Director and Chairman February 12,
of the 1998
F. P. Popoff Board
/s/J. P. REINHARD Director, Executive Vice February 12,
1998
J. P. Reinhard President and
Chief Financial Officer
/s/H. T. SHAPIRO Director February 12,
1998
H. T. Shapiro
/s/W. S. STAVROPOULOS Director, President and February 12,
1998
W. S. Stavropoulos Chief Executive Officer
/s/P. G. STERN Director February 12,
1998
P. G. Stern
