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 DOW CHEMICAL COMPANY
2000-2001 EMPLOYEES' STOCK PURCHASE 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 Amount
Title maximum maximum of
of securities Amount to offering aggregate registration
to be registered be price offering fee
registered per share price
Common Stock, par 2,002,000 $88.55 $177,277,100 $46,801.15
value $2.50 per shares
share, of The Dow
Chemical Company
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, 1999. (The consolidated financial statements and
the 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) 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. IDEMNIFICATION 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.
Item 8. EXHIBITS.
Exhibit No. Description of Exhibit
4(a) Restated Certificate of
Incorporation of The Dow
Chemical Company, filed as
Exhibit 3(i) to Dow's Annual
Report on Form 10-K for the
year ended December 31, 1999,
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, 1998,
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 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.
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 24, 2000.
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 date indicated.
A. A. ALLEMANG*
A. A. Allemang Director and Vice President
J. K. BARTON*
J. K. Barton Director
D. T. BUZZELLI*
D. T. Buzzelli Director
A. J. CARBONE*
A. J. Carbone Director, Vice Chairman and
Executive Vice President
J. M. COOK*
J. M. Cook Director
J. C. DANFORTH*
J. C. Danforth Director
W. D. DAVIS*
W. D. Davis Director
E. C. FALLA*
E. C. Falla Director
B. H. FRANKLIN*
B. H. Franklin Director
A. D. GILMOUR*
A. D. Gilmour Director
G. M. LYNCH*
G. M. Lynch Vice President and
Controller
M. D. PARKER*
M. D. Parker Director and
Executive Vice President
F. P. POPOFF*
F. P. Popoff Director and
Chairman of the Board
J. P. REINHARD*
J. P. Reinhard Director, Executive
Vice President and Chief
Financial Officer
H. T. SHAPIRO*
H. T. Shapiro Director
W. S. STAVROPOULOS*
W. S. Stavropoulos Director, President
and Chief Executive Officer
P. G. STERN*
P. G. Stern Director
*By: /s/J. PEDRO REINHARD
J. Pedro Reinhard
Executive Vice President and
Chief Financial Officer
Dated: March 24, 2000
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page Number
4(a) Restated Certificate of Incorporation
of The Dow Chemical Company, filed as
Exhibit 3(i) to Dow's Annual Report on
Form 10-K for the year ended December
31, 1999, 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, 1998, incorporated herein
by this reference.
23 Independent Auditors' Consent. 7
24 Power of Attorney. 8
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Dow Chemical Company:
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 9, 2000,
appearing in the Annual Report on Form 10-K of The Dow Chemical Company
for the year ended December 31, 1999, 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 24, 2000
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 2000-2001 Employees' Stock Purchase 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
A. A. ALLEMANG
A. A. Allemang Director and Vice February 10, 2000
President
J. K. BARTON
J. K. Barton Director February 10, 2000
D. T. BUZZELLI
D. T. Buzzelli Director February 10, 2000
A. J. CARBONE
A. J. Carbone Director and February 10, 2000
Executive Vice President
J. M. COOK
J. M. Cook Director February 10, 2000
J. C. DANFORTH
J. C. Danforth Director February 10, 2000
W. D. DAVIS
W. D. Davis Director February 10, 2000
E. C. FALLA
E. C. Falla Director February 10, 2000
B. H. FRANKLIN
B. H. Franklin Director February 10, 2000
A. D. GILMOUR
A. D. Gilmour Director February 10, 2000
G. M. LYNCH
G. M. Lynch Vice President and February 4, 2000
Controller
M. D. PARKER
M. D. Parker Director and February 10, 2000
Executive Vice President
F. P. POPOFF
F. P. Popoff Director and February 10, 2000
Chairman of the Board
J. P. REINHARD
J. P. Reinhard Director, Executive February 10, 2000
Vice President and
Chief Financial Officer
H. T. SHAPIRO
H. T. Shapiro Director February 10, 2000
W. S. STAVROPOULOS
W. S. Stavropoulos Director, President February 10, 2000
and Chief Executive
Officer
P. G. STERN
P. G. Stern Director February 10, 2000
