As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. [ ]
==========================================================================
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
(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 Employee Deferral Plan
--------------------------------
(Full title of the plan)
J.M. Jackson, Jr.
Secretary
Olin Corporation
501 Merritt 7
Norwalk, Connecticut 06856
203-750-3126
------------------
(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 100,000 shares $41.50 $4,150,000 $1,258
==============================================================================
Deferred Compensation $7,000,000 100% $7,000,000 $2,122
Obligations
==============================================================================
(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).
==========================================================================
<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.
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 Merrit 7
P.O. Box 4500
Norwalk, Connecticut 06851-4500
Re: Olin Corporation Employee Deferral Plan
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
100,000 shares of Common Stock, par value of $1 per share, of
Olin ("Common Stock") and $7,000,000 in Deferred Compensation
Obligations being registered herewith in connection with the
Olin Corporation Employee Deferral Plan (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 its
participants, when issued or sold in accordance with the
Plan, will be valid and binding obligations of the
Corporation, enforceable in accordance with their terms,
except as enforcement thereof 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 use of my name in the
Registration Statement as counsel and to the use of this
opinion as an exhibit to the Registration Statement.
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
Employee Deferral Plan, 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(s) 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.
<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
