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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
MORTON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Indiana 36-3640053
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
100 North Riverside Plaza
Chicago, Illinois 60606-1596
(Address of Principal Executive Offices)(Zip Code)
__________
1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
(Full title of the plan)
__________
P. Michael Phelps, Esq.
Vice President & Secretary
Morton International, Inc.
100 North Riverside Plaza
Chicago, Illinois 60606-1596
Telephone: (312) 807-2421
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Title of securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered price per share(1) aggregate offering price(1) registration fee(2)
registered
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<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share 100,000 $28.25 $2,825,000.00 $974.14
- --------------------------------------------------------------------------------------------------------------------
<FN>
(1) Calculated pursuant to Rule 457(h), based on an assumed price of $28.25 per share,
which represents the average of the high and low prices of such securities reported
on the New York Stock Exchange Composite Tape on October 24, 1994.
(2) Registration fee is calculated on the basis of 1/29 of 1% of the proposed maximum
aggregate offering price of $2,825,000.00.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994.
The description of the Registrant's Common Stock contained in the
Registrant's Report on Form 8-A (File No. 1-10270) filed June 12, 1989 pursuant
to Section 12(b) of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities then offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ninth of the registrant's Articles of Incorporation
("Article Ninth") sets forth the limits of the liability of directors,
officers, employees and agents (collectively, "Corporate Persons") in
accordance with the Indiana Business Corporation Law (the "Indiana Law").
Corporate Persons will not be liable for any loss or damage suffered on account
of any action taken or omitted to be taken if (a) such person (i) acted in
good faith, (ii) with the care an ordinarily prudent person in a like position
would have exercised under similar circumstances, and (iii) in a manner such
person reasonably believed was in the best interests of the registrant or (b)
such person's breach of or failure to act in accordance with the standards of
conduct set forth in (a) did not constitute willful misconduct or recklessness
(the "Standards of Conduct"). In addition, Corporate Persons will be deemed
to have complied with the Standards of Conduct if, in good faith, they relied
upon corporate records, information prepared by other Corporate Persons, legal
counsel, public accountants, and the Board of Directors if that Corporate
Person is not a director and if such Corporate Person reasonably believed the
records or persons upon whom he relied merited confidence. The elimination of
liability of Corporate Persons for monetary damages in the circumstances
described above may deter persons from bringing third party or derivative
actions against Corporate Persons to the extent such actions seek monetary
damages.
Article Ninth provides for indemnification and insurance on behalf
of Corporate Persons (and certain others acting on behalf of the Company or its
affiliates in accordance with the Indiana Law). Mandatory indemnification is
provided for Corporate Persons to the extent such person is successful in
defending any action, suit or proceeding, whether civil or criminal,
administrative or investigative, formal or informal (an "Action") against any
expenses, including attorneys' fees. In all other situations, unless ordered
by a court, any indemnification of a Corporate Person under Article Ninth shall
be made by the registrant only as authorized in the specific case upon a
determination that indemnification of such person is proper in the
circumstances because he met the "Indemnification Standards." Those standards
are as follows: the Corporate Person (a) acted in good faith, (b) acted in a
manner he reasonably believed (1) with respect to actions as a Corporate
Person, to be in the best interests of the registrant or (2) with respect to
actions while serving, at the request of the registrant, as a Corporate Person,
partner, trustee or member or in another authorized capacity of or for another
entity, was not opposed to the best interests of the registrant, and (c) with
respect to any criminal Action, either (1) had reasonable cause to believe his
conduct was lawful or (2) had no reasonable cause to believe his conduct was
unlawful.
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The determination that the Indemnification Standards were met will
be made (a) by the Board of Directors, by a majority vote of a quorum
consisting of directors who are not at the time parties to the Action involved,
(b) if a quorum cannot be obtained, by a majority vote of a committee duly
designated by the Board of Directors, consisting solely of two or more
directors who are not at the time parties, (c) by written opinion of legal
counsel or (d) by the stockholders who are not at the time parties, voting
together as a single class.
Also, Article Ninth provides for the advancement of expenses if
the Corporate Person furnishes a written affirmation of his good faith belief
that he has met the Indemnification Standards (and an agreement to repay such
advance if it is ultimately determined that he did not meet those standards),
and a determination is made that, based upon the facts then known,
indemnification as set forth above would not be precluded. The rights granted
under Article Ninth are deemed not to be the exclusive indemnification rights,
and additional indemnification may be provided by law or by action of directors
or stockholders. The registrant may purchase insurance for any Corporate
Person against any liability asserted against and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Company
would have the power to indemnify him. The registrant has purchased directors'
and officers' liability insurance in the amounts and subject to the conditions
set forth in such policies covering certain liabilities incurred by its
officers and directors in connection with the performance of their respective
duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index that immediately precedes
the exhibits filed with this Registration Statement.
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;
(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
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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 the undertakings set forth in paragraphs
(i) and (ii) above 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 Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities 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 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 further undertakes that,
for the purposes of determining any liability under the Securities 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 any 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
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as the indemnification for liabilities arising
under the Securities 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities 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,
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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 Securities Act and will be governed by
the final adjudication of such issue.
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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 Chicago, State of Illinois, on the 27th day of
October, 1994.
MORTON INTERNATIONAL, INC.
By: /s/ S. J. Stewart
------------------------------
S. J. Stewart,
Chairman and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints S. J. Stewart, James R. Stanley and P.
Michael Phelps, and each of them, his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons as
of October 27, 1994 in the capacities indicated.
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Signature Title
--------- -----
/s/ S. J. Stewart Chairman of the Board and
- --------------------------------------- Chief Executive Officer
S. J. Stewart
/s/ T. F. McDevitt Vice President Finance and
- --------------------------------------- Chief Financial Officer
T. F. McDevitt (Principal Financial Officer)
/s/ L. F. Zumbach Controller (Principal Accounting
- --------------------------------------- Officer)
L. F. Zumbach
/s/ R. M. Barford Director
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R. M. Barford
/s/ W. T. Creson Director
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W. T. Creson
/s/ D. C. Fill Director
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D. C. Fill
/s/ F. W. Luerssen Director
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F. W. Luerssen
/s/ C. A. Sanders Director
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C. A. Sanders
/s/ G. A. Schaefer Director
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G. A. Schaefer
/s/ R. W. Stone Director
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R. W. Stone
/s/ R. C. Tower Director
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R. C. Tower
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INDEX TO EXHIBITS
Exhibit
Number Description Method of Filing
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4.1 Morton International, Inc. 1994 Filed herewith
Non-Employee Directors Stock Plan. electronically
4.2 Rights Agreement dated June 12, Incorporated by
1989 between the Registrant and reference to
The First National Bank of Exhibit 4.1 to
Chicago. Registration
Statement No.
33-28803
4.3 Amendment dated January 24, 1991, Incorporated by
to Rights Agreement dated June 12, reference to
1989 between the Registrant and Exhibit (4)(a)
The First National Bank of Chicago. to the
Registrant's
Report on Form
10-K for fiscal
1991
4.4 Amendment No. 2 dated August 11, Incorporated by
1994 to Rights Agreement dated June reference to the
12, 1989 between the Registrant and Registrant's
The First National Bank of Chicago. Report on Form
8-A12B/A
4.5 Restated Articles of Incorporation Incorporated by
of the Registrant. reference to
Exhibit 3.2 to
Registration
Statement No.
33-28803
4.6 By-laws of the Registrant amended Incorporated by
through January 24, 1991. reference to
Exhibit (3)(6) to
the Registrant's
Report on Form
10-K for fiscal
1991
5.1 Opinion re legality of securities Filed herewith
being registered. electronically
23.1 Consent of Ernst & Young LLP, Filed herewith
independent auditors. electronically
24.1 Powers of Attorney. Included in
Part II of
Registration
Statement
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EXHIBIT 4.1
1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
OF
MORTON INTERNATIONAL, INC.
1. PURPOSE. The purpose of the 1994 Non-Employee Directors Stock Plan
(the "Plan") is to provide additional compensation to non-employee directors
of Morton International, Inc. (the "Company"), that will further link such
directors' interests with those of Company shareholders.
2. PARTICIPANTS. Participants in the Plan shall consist of directors of
the Company who are not employees of the Company or any of its subsidiaries.
The term "subsidiary" means a corporation more than 50% of the voting stock of
which is owned directly or indirectly by the Company.
3. RESERVATION OF SHARES. There shall be reserved for issuance under the
Plan an aggregate of 100,000 shares of Common Stock of the Company ("Common
Stock"), subject to adjustment as set forth in Section 8 below. Common Stock
issued under the Plan may be authorized and unissued shares, shares held in
treasury or any combination thereof.
4. ADMINISTRATION. The Plan shall be administered by the Nominating &
Organization Committee of the Board of Directors of the Company or such other
committee of the Board as may be appointed by the Board consisting of not less
than three members of the Board (the "Committee"). The Committee shall have
authority to interpret the Plan and adopt, amend and rescind rules relating to
the administration of the Plan. All such interpretations and rules shall be
conclusive and binding on all persons.
5. EFFECTIVE DATE. The Plan shall be submitted for approval at the
Company's Annual Meeting of Shareholders to be held on October 27, 1994, or
any adjournment thereof, and, if approved by the shareholders, shall be deemed
to have become effective on the date of such approval.
6. SHARE AWARDS. For each fiscal year beginning with the fiscal year
which commenced July 1, 1994, each non-employee director of the Company who is
elected a director at the Annual Meeting of Shareholders during such fiscal
year or who is continuing as a director as of the Annual Meeting for such year
shall receive an award of 500 shares of Common Stock effective as of the
conclusion of such Annual Meeting. A participant shall not be required to make
any payment for any shares of Common Stock issued under the Plan. Subject to
Section 7, participant shall have full beneficial ownership of, and rights and
privileges of a shareholder as to, awarded shares, including the right to vote
and the right to receive dividends.
7. TRANSFER RESTRICTION. No shares of Common Stock received by a
participant under the Plan may be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of for a period of six months after receipt
of such shares, except in the case of the death or disability of such
participant prior to the expiration of such six-month period.
8. ADJUSTMENTS. In the event of changes in the outstanding Common Stock
of the Company by reason of stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations or exchanges of shares, separations,
reorganizations or liquidations, the number and class of shares to be issued
under the Plan shall be appropriately adjusted by the Committee so that
future awards under the Plan will continue to bear the same proportionate
relationship to the Company's other equity capital.
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9. GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to
deliver shares of Common Stock under the Plan shall be subject to (i) all
applicable laws, rules and regulations and such approvals by any governmental
agencies as may be required, including, without limitation, the effectiveness
of a registration statement under the Securities Act of 1933, as amended, as
deemed necessary or appropriate by counsel for the Company, and (ii) the
condition that such shares shall have been duly listed on the New York Stock
Exchange.
10. AMENDMENT AND TERMINATION. The Plan may be amended by the Board of
Directors in any respect, PROVIDED that, without shareholder approval, no
amendment shall (i) materially increase the maximum number of shares of Common
Stock available for issuance under the Plan, (ii) materially increase the
benefits accruing to participants under the Plan, or (iii) materially modify
the requirements as to eligibility for participation in the Plan, and PROVIDED,
FURTHER, that the Plan may not be amended more than once every six months
except to comport with changes in the Internal Revenue Code of 1986, as
amended, or the rules thereunder. The Plan may also be terminated at any time
by the Board of Directors.
11. NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained in this Plan
shall be deemed to confer upon any person any right to continue as a director
of or to be associated in any other way with the Company.
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EXHIBIT 5.1
James R. Stanley Letterhead
October 27, 1994
Morton International, Inc.
100 North Riverside Plaza
Chicago, Illinois 60606-1596
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
I have acted as counsel to Morton International, Inc., an Indiana
corporation (the "Company"), in connection with the preparation of the Form S-8
Registration Statement of the Company filed with the Securities and Exchange
Commission (the "Registration Statement"), with respect to the registration of
100,000 shares of the Company's Common Stock, $1.00 par value per share (the
"Shares") issuable pursuant to the 1994 Non-Employee Directors Stock Plan of
Morton International, Inc. (the "Plan").
In connection with this opinion, I have made such inquiries, examined
such documents and corporate records and relied upon such certificates of
officers of the Company and public officials as I have considered necessary or
appropriate for purposes of giving the opinions hereinafter set forth. I have
assumed the genuineness and authenticity of all signatures on original
documents, the authenticity of all documents submitted to me as originals and
the conformity to originals of all documents submitted to me as copies thereof.
On the basis of the foregoing and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, I am of the
opinion that, assuming the Registration Statement shall have become effective
pursuant to the provisions of the Securities Act of 1933, as amended, the
Shares being offered under the Plan have been duly authorized and, when duly
issued in accordance with the Registration Statement and the terms of the
Plan and any agreement, resolution or other instrument governing such issuance,
the Shares so issued will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
\s\ James R. Stanley
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) to be filed October 27, 1994, pertaining to the Morton
International, Inc. Non-Employee Directors Stock Plan of our report dated
July 28, 1994, with respect to the consolidated financial statements and
schedules of Morton International, Inc. and subsidiaries, included or
incorporated by reference in the Annual Report (Form 10-K) for the year ended
June 30, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
-------------------------------
Ernst & Young LLP
Chicago, Illinois
October 27, 1994
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