As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. [ ]
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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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OLIN CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of 13-1872319
incorporation or organization) (I.R.S. Employer 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
203-750-3126
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be Registered registered share(1) price(1) fee
Common Stock, $1.00
par value 75,000 shares $41.50 $3,112,500 $944
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Deferred Compensation $2,000,000 100% $2,000,000 $607
Obligations
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(1) The price of $41.50 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 October 28, 1997, is set forth solely
for purposes of calculating the registration fee pursuant to Rule
457(h).
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<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, 1996 (and the documents incorporated by reference
therein);
(b) Olin Corporation Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31 and June 30, 1997 (and the documents
incorporated by reference therein);
(c) Olin Corporation Current Report on Form 8-K dated and filed with the
Commission on January 10, 1997, 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; and
(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 filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (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 herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests 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 September 30, 1997, Mr. Jackson beneficially owned
27,824 shares of the Company's Common Stock (which includes 24,866 employee
stock options presently exercisable) and holds additional employee stock
options not yet exercisable to purchase 35,326 additional shares of the
Company's Common Stock. Mr. Jackson also as of September 30, 1997 owned
beneficially and indirectly in the Company's Contributing Employee
Ownership Plan 6,343 shares in the Olin Common Stock Fund.
<PAGE>
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 Description
4(a) Restated Articles of Incorporation as amended effective May
8, 1997. Incorporated by reference to Exhibit 3(a) to the
Company's Form 10-Q for the fiscal quarter ended March 31,
1997 (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 Chemical Mellon 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.
<PAGE>
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; and
(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, 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 the 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 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 31st day of October, 1997.
OLIN CORPORATION
by 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*
- --------------------------------
Donald W. Griffin
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
Anthony W. Ruggiero*
- --------------------------------
Anthony W. Ruggiero
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Louis S. Massimo
- --------------------------------
Louis S. Massimo
Vice President & Controller
(Principal Accounting Officer)
Richard E. Cavanagh*
- --------------------------------
Richard E. Cavanagh
Director
William W. Higgins*
- --------------------------------
William W. Higgins
Director
- --------------------------------
Robert Holland, Jr.
Director
Suzanne D. Jaffe*
- --------------------------------
Suzanne D. Jaffe
Director
John W. Johnstone, Jr.*
- --------------------------------
John W. Johnstone, Jr.
Director
Jack D. Kuehler*
- --------------------------------
Jack D. Kuehler
Director
<PAGE>
Signature and Title
H. William Lichtenberger*
- --------------------------------
H. William Lichtenberger
Director
G. Jackson Ratcliffe, Jr.*
- --------------------------------
G. Jackson Ratcliffe, Jr.
Director
John P. Schaefer*
- --------------------------------
John P. Schaefer
Director
*By J. M. Jackson, Jr.
- --------------------------------
J.M. Jackson, Jr.
Attorney-in-Fact
October 31, 1997
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 Description
4(a) Restated Articles of Incorporation as amended effective May
8, 1997. Incorporated by reference to Exhibit 3(a) to the
Company's Form 10-Q for the fiscal quarter ended March 31,
1997 (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 Chemical Mellon 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, Connecticut 06856
October 31, 1997
Olin Corporation
501 Merritt 7
P.O. Box 4500
Norwalk, Connecticut 06851-4500
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
("Registration Statement") covering 75,000 shares of Common Stock, par
value of $1 per share, of Olin ("Common Stock") and $2,000,000 in Deferred
Compensation Obligations 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 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, validly issued, fully paid and
nonassessable. The Deferred Compensation Obligations being registered
hereunder that may be issued to participants in the Plan, when issued or
sold in accordance with the Plan, will be valid and binding obligations of
the Corporation, enforceable in accordance with the terms of the Plan,
except as enforcement may be limited by bankruptcy, insolvency or other
laws of general applicability relating to or affecting enforcement of
creditors' rights or by general principles of equity.
<PAGE>
I hereby 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
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 30,
1997, relating to the consolidated balance sheets of Olin Corporation and
subsidiaries as of December 31, 1996 and 1995, 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, 1996, which report is
incorporated by reference in the December 31, 1996 annual report on Form
10-K of Olin Corporation.
KPMG PEAT MARWICK LLP
October 31, 1997
Exhibit 24
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 and/or deferred compensation obligations of the Corporation to
be issued, acquired or distributed under the Olin Corporation 1997 Stock
Plan for Non-Employee Directors, as amended from time to time, 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(s) 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.
<PAGE>
IN WITNESS WHEREOF, the undersigned have set their hands and
seals this 30th day of October, 1997.
Signature Title
Donald W. Griffin Chairman of the Board, President and
- --------------------------- Chief Executive Officer
Donald W. Griffin (Principal Executive Officer)
Anthony W. Ruggiero Senior Vice President and
- --------------------------- Chief Financial Officer
Anthony W. Ruggiero (Principal Financial Officer)
Louis S. Massimo Vice President and Controller
- --------------------------- (Principal Accounting Officer)
Louis S. Massimo
Richard E. Cavanagh Director
- ---------------------------
Richard E. Cavanagh
William W. Higgins Director
- ---------------------------
William W. Higgins
Robert Holland, Jr. Director
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
G. Jackson Ratcliffe, Jr. Director
- ---------------------------
G. Jackson Ratcliffe, Jr.
John P. Schaefer Director
- ---------------------------
John P. Schaefer
