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As filed with the Securities and Exchange Commission on November 4, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MORTON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
INDIANA 36-4140798
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
100 NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606-1596
(Address of Principal Executive offices)(Zip Code)
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MORTON INTERNATIONAL, INC. 1997 INCENTIVE PLAN
(Full title of the plan)
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P. MICHAEL PHELPS, ESQ.
VICE PRESIDENT & SECRETARY
MORTON INTERNATIONAL, INC.
100 NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606-1596
TELEPHONE: (312) 807-2422
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
securities be maximum offering maximum registration
to be registered price per aggregate fee(2)
registered share(1) offering
price(1)
Common Stock, 17,246,770 $32.66 $563,279,508 $187,760
par value $1.00
per share
(1) Calculated pursuant to Rule 457(h), based on an assumed price of $32.66
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 28, 1997.
(2) Includes $100,667 credited pursuant to Rule 429(b) for unused
registration fee previously paid with respect to Form S-8
(No. 333-26277) for the Registrant's 1989 Incentive Plan with respect
to shares which will be withdrawn from such prior Form S-8 by
post-effective amendment.
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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 year ended June 30,
1997 filed September 23, 1997 and the description of the common stock contained
in the Registrant's Registration Statement on Form 10 filed March 24, 1997.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c) , 14 and 15(d) of the Securities Exchange Act
of 1934 (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.
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.
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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.
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
shareholders 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
shareholders. 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 in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
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(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, 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 4th day of
November, 1997.
MORTON INTERNATIONAL, INC.
By: /s/ S. J. Stewart
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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, R. P. Buschmann and P. M. 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 November 4, 1997 in the capacities indicated.
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Signature Title
/s/ S.J. Stewart Chairman of the Board and
---------------- Chief Executive Officer and
S.J. Stewart Director
/s/ T. F. McDevitt Vice President Finance and
------------------ Chief Financial Officer
T.F. McDevitt (Principal Financial Officer)
/s/ L.N. Liszt Controller
------------------ (Principal
L.N. Liszt Accounting Officer)
/s/ R.M. Barford Director
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R. M. Barford
/s/ J.R. Cantalupo Director
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J.R. Cantalupo
/s/ W.T. Creson Director
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W. T. Creson
/s/ W.J. Farrell Director
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W.J. Farrell
/s/ D.C. Fill Director
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D. C. Fill
/s/ W.E. Johnston Director
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W.E. Johnston
/s/ R.L. Keyser Director
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R.L. Keyser
/s/ R.W. Stone Director
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R.W. Stone
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INDEX TO EXHIBITS
Exhibit
Number Description Method of Filing
4.1 Form of Rights Agreement between the Incorporated by reference
Registrant and The First Chicago Trust to Exhibit 4.1 to Regis-
Company of New York. trant's Registration State-
ment on Form 10 filed
March 24, 1997.
4.2 Articles of Incorporation of the Incorporated by reference
Registrant. to Exhibit 3.1 to Regis-
trant's Registration State-
ment on Form 10 filed
March 24, 1997.
4.3 By-laws of the Registrant. Incorporated by reference
to Exhibit 3.2 to Regis-
trant's Registration
Statement on Form 10 filed
March 24, 1997.
5.1 Opinion of Raymond P. Buschmann, Filed herewith electroni-
Esq. re legality of securities being cally.
registered.
23.1 Consent of Ernst & Young LLP, Filed herewith electroni-
independent auditors. cally.
23.2 Consent of Raymond P. Buschmann, Esq. Included in Exhibit 5.1.
24.1 Power of Attorney. Included in Part II of
Registration Statement.
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EXHIBIT 5.1
November 4, 1997
Morton International, Inc.
100 North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
I am Vice President for Legal Affairs and General Counsel of Morton
International, Inc., an Indiana corporation (the "Company"). I have been
requested to render this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed under the Securities Act of
1933, as amended, relating to the offer and sale of shares of common stock, par
value $1.00 per share, of the Company (the "Common Stock") under the Company's
1997 Incentive Plan (the "Plan").
In rendering the opinion set forth herein, I have limited my factual
inquiry to review of the articles of incorporation and by-laws of the Company
and such documents, corporate records and other instruments as I have deemed
necessary or appropriate as a basis for the opinion expressed below. I have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such copies. I am a member of the Bar of the
State of Illinois and not of the State of Indiana, but I am familiar with the
Indiana Business Corporation Law.
Based upon and subject to the foregoing, I am of the opinion that when (i)
the Common Stock has been issued and, if applicable, the related purchase price
has been paid, pursuant to the Plan, (ii) the Company has complied with the
Securities Act of 1933, as amended, and with the securities laws of all other
jurisdictions in which the Common Stock is to be issued pursuant to the Plan,
and (iii) the registration and delivery of the certificate or certificates
evidencing the Common Stock has occurred, the Common Stock will be legally
issued, fully paid and non-assessable.
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Morton International, Inc.
November 4, 1997
Page 2
This opinion is intended solely for the use of the Company in connection
with the registration of the Common Stock pursuant to the Registration
Statement. It may not be relied upon by any other person or for any other
purpose, or reproduced or filed publicly by any person, without my written
consent; provided, however, that I hereby consent to the filing of this opinion
as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/Raymond P. Buschmann
Raymond P. Buschmann
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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) pertaining to the Morton International, Inc. 1997 Incentive Plan of
our reports dated July 29, 1997, with respect to the consolidated financial
statements of Morton International, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended June 30, 1997 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG L.L.P.
ERNST & YOUNG L.L.P.
Chicago, Illinois
October 28, 1997
