Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OLIN CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 13-1872319
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 Merritt 7
Norwalk, Connecticut 06856
(Address of Principal Executive Offices) (Zip Code)
Olin Corporation 1997 Stock Plan for Non-employee Directors
(Full title of the plan)
J.M. Jackson, Jr.
Secretary
Olin Corporation
501 Merritt 7
Norwalk, Connecticut 06856
(Name and address of agent for service)
(203) 750-3126
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share (1) price (1) fee (2)
Common Stock
(par value
$1.00 per
share)............... 75,000 $38.75 $2,906,250 $881.00
(1) The price of $38.75 per share, which was the average of
the high and low prices of Common Stock as reported in the New York
Stock Exchange consolidated reporting system on December 19, 1996, is
set forth solely for purposes of calculating the registration fee
pursuant to rule 457(h).
(2) Pursuant to Rule 429 of the rules and regulations of the
Commission under the Securities Act of 1933, the Prospectus for use in
connection with the securities covered by this Registration Statement,
which Prospectus is not required to be filed with the Commission, also
relates to the securities covered by Registration Statement No.
33-55187 pursuant to which, after accounting for a 2-for-1 stock split
effective October 30, 1996, 166,278 shares of Common Stock remain to
be issued as of December 17, 1996. The amount of the previously paid
filing fee associated with such remaining shares is $1,622.13.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Olin
Corporation (the "Company") are incorporated herein by reference as of
their respective dates:
(a) Olin Corporation Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 (and the documents incorporated by
reference therein).
(b) Olin Corporation Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1996 (and the
documents incorporated by reference therein).
(c) Olin Corporation Current Reports on Form 8-K dated October 10
and December 19, 1996, filed with the Commission on October 11 and
December 19, 1996, respectively (and the documents incorporated by
reference therein).
(d) Olin Corporation Quarterly Report on Form 10-Q for the
quarter ended September 30, 1991, containing a description of the
Common Stock.
(e) Olin Corporation Form 8-A dated February 21, 1996, containing
a description of Olin Series A Participating Cumulative Preferred
Stock Purchase Rights.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference and to be part
hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interest of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed
upon by Johnnie M. Jackson, Jr., Vice President, General Counsel and
Secretary of the Company. As of November 30, 1996, Mr. Jackson
beneficially owned 16,516 shares of the Company's Common Stock
(including 15,528 employee stock options presently exercisable) and
holds additional employee stock options not yet exercisable to
purchase 30,000 additional shares of the Company's Common Stock. Mr.
Jackson also as of November 30, 1996, owned beneficially and
indirectly in the Company's Contributing Employee Ownership Plan 584
shares of the Company's ESOP Preferred Stock and 4,828 shares in the
Olin Common Stock Fund.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the Company's
By-laws require, indemnification of the Company's directors, officers
and employees in a variety of circumstances. Under Sections 13.1-697
and 13.1-704 of the Virginia Stock Corporation Act, a Virginia
corporation generally is authorized to indemnify its directors,
officers and employees in civil or criminal actions if such persons
acted in good faith and believed their conduct to be in the best
interests of the corporation and, in the case of criminal actions, had
no reasonable cause to believe that their conduct was unlawful. The
Company's By-laws require indemnification of directors, officers and
employees with respect to certain liabilities, expenses and other
amounts imposed upon such persons by reason of having been directors,
officers or employees if such persons acted in good faith and believed
that their conduct was in the best interests of the Company or a
related entity. Section 13.1-692.1 of the Virginia Stock Corporation
Act permits a Virginia corporation to limit or totally eliminate the
liability of a director or officer in a shareholder or derivative
proceeding.
Directors and officers of the Company are insured, subject to
certain exclusions and limits and to the extent not otherwise
indemnified by the Company, against loss (including expenses incurred
in the defense of actions, suits and proceedings in connection
therewith) arising from any error, misstatement, misleading statement,
omission or other act made or performed in their capacity as directors
and officers. The policies also reimburse the Company for liability
incurred in the indemnification of its directors and officers under
common or statutory laws or the Company's By-laws, subject to the
terms, conditions and exclusions of such policies. In addition,
directors, officers and other employees of the Company who may be
"fiduciaries" as that term is used in the Employee Retirement Income
Security Act of 1974 are insured with respect to liabilities under
such Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------ -----------
4(a) Restated Articles of Incorporation as amended effective
February 27, 1996. Incorporated by reference to Exhibit
3(a) to the Company's Form 10-K for the fiscal year
ended December 31, 1995 (SEC File No. 1-1070).
<PAGE>
4(b) By-laws as amended effective October 31, 1996.
Incorporated by reference to Exhibit 3(ii) to the
Company's Form 10-Q for the quarter ended September 30,
1996 (SEC File No. 1-1070).
4(c) Description of the Company's Preferred Stock Purchase
Rights and Rights Agreement dated February 27, 1996,
between the Company and ChaseMellon Shareholder
Services L.L.C., Rights Agent. Incorporated by
reference to the Company's Form 8-A dated February 21,
1996 (SEC File No. 1-1070).
4(d) Description of the Company's Common Stock. Incorporated
by reference to Item 5 to the Company's Form 10-Q for
the quarter ended September 30, 1991 (SEC File No.
1-1070).
5 Opinion of Johnnie M. Jackson, Jr., Esq.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Johnnie M. Jackson, Jr., Esq. (included in
Exhibit 5).
24 Powers 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
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.
(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 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
15(d) of the Exchange Act (and, where applicable, each filing of an
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 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 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
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
<PAGE>
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on the 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 Norwalk, State
of Connecticut, on this 23rd day of December, 1996.
OLIN CORPORATION
by /s/ J.M. Jackson, Jr.
---------------------
J.M. Jackson, Jr.
Secretary
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature and Title
-------------------
Donald W. Griffin*
-------------------------------------
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Anthony W. Ruggiero*
-------------------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Louis S. Massimo*
-------------------------------------
Controller
(Principal Accounting Officer)
Richard E. Cavanagh*
-------------------------------------
Director
William W. Higgins*
-------------------------------------
Director
*By /s/ J.M. Jackson, Jr.
---------------------
J.M. Jackson, Jr.
Attorney-in-fact
December 23, 1996
<PAGE>
Signature and Title
-------------------
Suzanne D. Jaffe*
-------------------------------------
Director
John W. Johnstone, Jr.*
-------------------------------------
Director
Jack D. Kuehler*
-------------------------------------
Director
H. William Lichtenberger*
-------------------------------------
Director
-------------------------------------
G. Jackson Ratcliffe, Jr.
Director
William L. Read*
------------------------------------
Director
John P. Schaefer*
------------------------------------
Director
*By /s/ J.M. Jackson, Jr.
---------------------
J.M. Jackson, Jr.
Attorney-in-fact
December 23, 1996
Original powers of attorney authorizing J.M. Jackson, Jr.,
J.M. Pierpont and A.W. Ruggiero and each of them to sign this
registration statement and amendments hereto on behalf of the
above-mentioned directors and officers of the registrant are
being filed as Exhibit 24 to this registration statement.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4(a) Restated Articles of Incorporation as amended effective
February 27, 1996. Incorporated by reference to Exhibit
3(a) to the Company's Form 10-K for the fiscal year
ended December 31, 1995 (SEC File No. 1-1070).
4(b) By-laws as amended effective October 31, 1996.
Incorporated by reference to Exhibit 3(ii) to the
Company's Form 10-Q for the quarter ended September 30,
1996 (SEC File No. 1-1070).
4(c) Description of the Company's Preferred Stock Purchase
Rights and Rights Agreement dated February 27, 1996,
between the Company and ChaseMellon Shareholder
Services L.L.C., Rights Agent. Incorporated by
reference to the Company's Form 8-A dated February 21,
1996 (SEC File No. 1-1070).
4(d) Description of the Company's Common Stock. Incorporated
by reference to Item 5 to the Company's Form 10-Q for
the quarter ended September 30, 1991 (SEC File No.
1-1070).
5 Opinion of Johnnie M. Jackson, Jr., Esq.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Johnnie M. Jackson, Jr., Esq. (included in
Exhibit 5).
24 Powers of Attorney.
EXHIBIT 5
Olin Corporation
501 Merritt 7
Norwalk, CT 06856
December 23, 1996
Olin Corporation
501 Merritt 7
P.O. Box 4500
Norwalk, CT 06856-4500
Re: Olin Corporation 1997 Stock Plan for
Non-employee Directors
Dear Ladies and Gentlemen:
As Vice President, General Counsel and Secretary of Olin
Corporation ("Olin"), I am familiar with the Registration Statement on
Form S-8 (the "Registration Statement") covering 75,000 shares of
Common Stock, par value of $1 per share, of Olin ("Common Stock")
being registered herewith in connection with the Olin Corporation 1997
Stock Plan for Non-employee Directors (the "Plan"). In connection
therewith, I have examined such documents, opinions and records as I
have deemed relevant or necessary for the purpose of this opinion.
Based on the foregoing, I am of the opinion that when
certificates for such shares of Common Stock have been duly executed,
countersigned by a Transfer Agent and registered by a Registrar and
paid for in accordance with applicable law and delivered in accordance
with the terms of the Plan, such shares will be duly authorized,
legally issued, fully paid and nonassessable.
I consent to the reference to me in the Registration Statement
and to the filing of this opinion as an exhibit thereto.
Very truly yours,
/s/ Johnnie M. Jackson, Jr.
---------------------------
Johnnie M. Jackson, Jr.
Vice President, General
Counsel and Secretary
EXHIBIT 23(a)
Consent of Independent Auditors
The Board of Directors
Olin Corporation
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Olin Corporation, of our report dated January
25, 1996, relating to the consolidated balance sheets of Olin
Corporation and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, shareholders' equity, and
cash flows for each of the years in the three-year period ended
December 31, 1995, which report is incorporated by reference in the
December 31, 1995 annual report on Form 10-K of Olin Corporation.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
Stamford, Connecticut
December 23, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of OLIN CORPORATION, a Virginia corporation
(the "Corporation"), which needs to file from time to time with the
Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8 with respect to the registration
under said Act of shares of Common Stock of the Corporation to be
issued, acquired or distributed under either the Olin Corporation
Contributing Employee Ownership Plan, as amended from time to time,
the 1980 Stock Option Plan for Key Employees of Olin Corporation and
Subsidiaries, as amended from time to time, the 1988 Stock Option Plan
for Key Employees of Olin Corporation and Subsidiaries, as amended
from time to time, the Olin Corporation Performance Unit Plan, as
amended from time to time, Olin Performance Compensation and Incentive
Compensation and Deferral Plans (including the EVA Incentive Plan and
the Olin Senior Management Incentive Compensation Plan), as amended
from time to time, Olin 1991 Long Term Incentive Plan, as amended from
time to time, Olin Corporation 1994 Stock Plan for Non-employee
Directors, as amended from time to time, the 1996 Stock Option Plan
for Key Employees of Olin Corporation and Subsidiaries, as amended
from time to time, or the 1997 Stock Plan for Non-employee Directors,
as amended from time to time, and/or interests in any of said Plans,
hereby constitutes and appoints J.M. Jackson, Jr., J.M. Pierpont and
A.W. Ruggiero, his or her true and lawful attorneys-in-fact and
agents, and each of them with full power to act without the others his
or her true and lawful attorney-in-fact and agent, for him or her and
in his or her name, place and stead, in any and all capacities, to
sign said Registration Statement and any and all future amendments
thereto and to file said Registration Statement and each such future
amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission,
hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all the said attorneys-in-fact
and agents or any of them, may lawfully do or cause to be done by
virtue hereof. IN WITNESS WHEREOF, the undersigned have set their
hands and seals this 9th day of December, 1996.
Signature Title
--------- -----
/s/ Donald W. Griffin Chairman of the Board, President
- --------------------- and Chief Executive Officer
Donald W. Griffin (Principal Executive Officer)
<PAGE>
Signature Title
--------- -----
/s/ Richard E. Cavanagh Director
- -----------------------
Richard E. Cavanagh
/s/ William W. Higgins Director
- ----------------------
William W. Higgins
/s/ Suzanne D. Jaffe Director
- --------------------
Suzanne D. Jaffe
/s/ John W. Johnstone, Jr. Director
- --------------------------
John W. Johnstone, Jr.
/s/ Jack D. Kuehler Director
- -------------------
Jack D. Kuehler
/s/ H. William Lichtenberger Director
- ----------------------------
H. William Lichtenberger
G. Jackson Ratcliffe, Jr. Director
/s/ William L. Read Director
- -------------------
William L. Read
/s/ John P. Schaefer Director
- --------------------
John P. Schaefer
/s/ Anthony W. Ruggiero Senior Vice President and
- ----------------------- Chief Financial Officer
Anthony W. Ruggiero (Principal Financial Officer)
/s/ Louis S. Massimo Controller
- -------------------- (Principal Accounting Officer)
Louis S. Massimo
