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 CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
(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
Amount maximum aggregate Amount of
Title of securities to be offering price offering registra-
to be registered registered per share (2) price (2) tion fee
Common Stock (par 2,500,000 (1) $37.75 $94,375,000 $28,599
value $1.00 per shares
share)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement registers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein, as well
as an indeterminate number of additional shares which may be issuable pursuant
to the anti-dilution provisions thereof.
(2) The price of $37.75 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 6, 1996, is set forth solely for
purposes of calculating the registration fee pursuant to Rule 457(h).
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 Report on Form 10-Q for the quarter ended
March 31, 1996 (and the documents incorporated by reference therein).
(c) Olin Corporation Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 (and the documents incorporated by reference therein).
(d) Olin Corporation Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 (and the documents incorporated by reference therein).
(e) Olin Corporation Quarterly Report on Form 10-Q for the quarter ended
September 30, 1991, containing a description of the Common Stock and ESOP
Preferred Stock.
(f) 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 Securities Exchange Act
of 1934, as amended (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.
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. 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 exercisable currently to purchase
30,000 additional shares of the Company's Common Stock. Mr. Jackson also as of
November 30, 1996 owns 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 Olin'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 related entity. Also, 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 By-laws, subject to the terms,
conditions and exclusions of the policy. 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. Exception from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
No. Description of Exhibit
3(a) Restated Articles of Incorporation as amended effective January 15,
1992. 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).
3(b) By-laws as amended effective October 31, 1996. Incorporated by
reference to Exhibit 3 to the Company's Form 10-Q for the quarter
ended September 30, 1996 (SEC File No. 1-1070).
4(a) Description of the Company's Series A Participating Cumulative
Preferred Stock Purchase Rights and Rights Agreement dated February 27,
1996 between the Company and Chemical Mellon Shareholder Services LLC,
Rights Agent. Incorporated by reference to the Company's Form 8-A
dated February 21, 1996 (SEC File No. 1-1070).
4(b) Description of the Company's Common Stock and ESOP Preferred 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(a) Power of Attorney
24(b) Certified resolution
As provided for in the General Instructions to Form S-8, in lieu of providing
a copy of the Internal Revenue Service ("IRS") determination letter required
by Item 601(b)(5)(iii)(B) of Regulation S-K, the registrant hereby undertakes
to submit the plan and amendments thereto to the IRS in a timely manner and
will make all changes required by the IRS in order to maintain the qualification
of the Plan.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(i) 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, as amended (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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective 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, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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, 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 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 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.
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 the 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
tenth day of December, 1996.
OLIN CORPORATION
By J.M. Jackson, Jr.
-----------------
J.M. Jackson, Jr.
Vice President, General
Counsel and Secretary
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.
Signature Title
Donald W. Griffin
----------------- Chairman of the Board, President and
Donald W. Griffin Chief Executive Officer
(Principal Executive Officer)
Anthony W. Ruggiero
------------------- Senior Vice President and
Anthony W. Ruggiero Chief Financial Officer
(Principal Financial Officer)
Louis S. Massimo
---------------- Controller
Louis S. Massimo (Principal Accounting Officer)
*
------------------ Director
Richard E. Cavanagh
*
------------------ Director
William W. Higgins
*
---------------- Director
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
*/ By J.M. Jackson, Jr.
J.M. Jackson, Jr.,
attorney-in-fact
Dated: December 10, 1996
Pursuant to the requirements of the Securities Act of 1933, the
Olin Corporation Contributing Employee Ownership Plan has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on this tenth day of December 1996.
OLIN CORPORATION CONTRIBUTING
EMPLOYEE OWNERSHIP PLAN
By the Pension and CEOP
Administrative Committee
P.C. Kosche
-----------
P.C. Kosche
J.W. Daly
---------
J.W. Daly
S.E. Doughty
------------
S.E. Doughty
R.S. Williams
-------------
R.S. Williams
EXHIBIT INDEX
Exhibit No. Description
3(a) Restated Articles of Incorporation as amended effective
January 15, 1992. 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).
3(b) By-laws as amended effective October 31, 1996. Incorporated
by reference to Exhibit 3 to the Company's Form 10-Q for the
quarter ended September 30, 1996 (SEC File No. 1-1070).
4(a) Description of the Company's Series A Participating Cumulative
Preferred Stock Purchase Rights and Rights Agreement dated
February 27, 1996 between the Company and Chemical Mellon
Shareholder Services LLP, Rights Agent. Incorporated by
reference to the Company's Form 8-A dated February 21, 1996
(SEC File No. 1-1070).
4(b) Description of the Company's Common Stock and ESOP Preferred
Stock. Incorporated by reference to Item 5 of the Company's
Form 10-Q for the quarter ended September 30, 1991 (SEC File
No. 1-1070).
5(a) 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(a) Power of Attorney
24(b) Certified Resolution
<PAGE>
EXHIBIT 5
OLIN CORPORATION
501 Merritt 7
Norwalk, Connecticut 06856
December 10, 1996
Olin Corporation
501 Merritt 7
P.O. Box 4500
Norwalk, Connecticut 06851-4500
Re: Olin Corporation Contributing Employee
Ownership Plan
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
("Registration Statement") covering 2,500,000 shares of Common Stock, par
value of $1 per share, of Olin ("Common Stock") being registered herewith in
connection with the Olin Corporation Contributing Employee Ownership Plan
(the "Plan"), an employee benefit plan of Olin Corporation, a Virginia
corporation. In connection therewith, I have examined such documents,
opinions and records as I deemed relevant or necessary for the purpose of
this opinion.
Based on the foregoing, I am of the opinion that when such shares of Common
Stock are duly authorized by Olin's Board of Directors and when certificates
for such shares have been duly executed, countersigned by a Transfer Agent
and registered by a Registrar and paid for in accordance with applicable law
and issued and delivered in connection with the Plan, such shares will be duly
authorized, validly issued, fully paid and nonassessable.
I am a member of the bar of the State of Connecticut and I express
no opinion as to the laws of any jurisdiction other than the Virginia Stock
Corporation Act.
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,
Johnnie M. Jackson, Jr.
-----------------------
Johnnie M. Jackson, Jr.
Vice President, General Counsel
and Secretary
<PAGE>
EXHIBIT 23(a)
Consent of Independent Auditors
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.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
December 10, 1996
Exhibit 24(a)
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
Donald W. Griffin
- ----------------- Chairman of the Board, President and
Donald W. Griffin Chief Executive Officer
(Principal Executive Officer)
Richard E. Cavanagh
- ------------------- Director
Richard E. Cavanagh
William W. Higgins
- ------------------ Director
William W. Higgins
Suzanne D. Jaffe
- ---------------- Director
Suzanne D. Jaffe
John W. Johnstone, Jr.
- ---------------------- Director
John W. Johnstone, Jr.
Jack D. Kuehler
- --------------- Director
Jack D. Kuehler
H. William Lichtenberger
- ------------------------ Director
H. William Lichtenberger
- ------------------------- Director
G. Jackson Ratcliffe, Jr.
William L. Read
- --------------- Director
William L. Read
John P. Schaefer
- ---------------- Director
John P. Schaefer
- ------------------- Senior Vice President and
Anthony W. Ruggiero Chief Financial Officer
(Principal Financial Officer)
- ---------------- Controller
Louis S. Massimo (Principal Accounting Officer)
Exhibit 24(b)
OLIN CORPORATION
I, Joseph P. Lacerenza, Assistant Secretary of Olin Corporation, a
Virginia corporation, hereby certify that the following resolution is a true
and correct copy of a resolution adopted at a meeting of the Board of Directors
of Olin Corporation, duly held December 9, 1996, at which a quorum was present
and voting thoughout, and that such resolution has not been rescinded or
modified and remains in full force and effect:
RESOLVED that A.W. Ruggiero, J.M. Pierpont and J.M.
Jackson, Jr., be, and each of them with full power to
act without the others, hereby is, authorized to sign
the Registration Statement, on behalf of and as
attorneys for the Corporation and on behalf of and as
attorneys for the Principal Executive Officer and/or the
Principal Financial Officer and/or the Principal
Accounting Officer of the Corporation and/or any other
officer of the Corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of
Olin Corporation, this tenth day of December, 1996.
Joseph P. Lacerenza
-------------------
Joseph P. Lacerenza
Assistant Secretary
