As filed with the Securities and Exchange Commission on February 3, 1999.
Registration No. 333-
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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
(Exact name of registrant as specified in its charter)
Virginia 13-1872319
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
501 Merritt 7
Norwalk, Connecticut 06856
(Address of Principal Executive Offices)
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1999 Long Term Incentive Plan of Arch Chemicals, Inc.
(Full title of the plan)
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J. M. Jackson, Jr.
Secretary
Olin Corporation
501 Merritt 7
Norwalk, Connecticut 06851
203-750-3126
(Name, address and telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum
securities to be offering price per aggregate offering Amount of
to be registered registered share price registration fee
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 per share 825,000 [3] $23.625 [1] $19,490,625[1] $5,419
Series A Participating Cumulative [2][3] [2] [2] [2]
Preferred Stock Purchase Rights
[1] Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as
amended, and based on the average of the high and low prices of Olin
Corporation's Common Stock reported on the New York Stock Exchange
consolidated reporting system on January 29, 1999.
[2] The Rights are appurtenant to and trade with the Common Stock. The
value attributable to the Rights, if any, is reflected in the book value of
the Common Stock and the registration fee for the Rights is included in the
fee for the Common Stock.
[3] Amount to be registered will include an indeterminate additional number
of shares which may be issuable pursuant to the antidilution provisions of
the 1999 Long Term Incentive Plan of Arch Chemicals, Inc.
</TABLE>
<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 are incorporated by reference herein and shall be
deemed a part hereof:
(a) The Annual Report of Olin Corporation (the "Company") on Form
10-K for the fiscal year ended December 31, 1997, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, June 30 and September 30, 1998 (and the
documents incorporated by reference therein);
(c) The description of the Common Stock, par value $1.00 per share,
of the Company (the "Common Stock"), contained in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1991; and
(d) The description of the Series A Participating Cumulative
Preferred Stock Purchase Rights of the Company (the "Rights"),
contained in the Company's Form 8-A dated February 21, 1996.
All documents subsequently filed by the Company 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 herein
and to be a part hereof from the date of filing of such 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 or is 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.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 Section 13.1-697 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. Under Section 13.1-704 of the Virginia Stock Corporation Act, a
Virginia corporation is permitted to grant the same indemnity to such
persons unless they engaged in willful misconduct or a knowing violation of
the criminal law. 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 unless they engaged in willful
misconduct or a knowing violation of the criminal law. 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, and the Company's By-laws contain a
provision intended to eliminate such liability.
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.
<PAGE>
Item 8. Exhibits.
Exhibit Number 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 fiscal quarter ended September 30, 1996 (SEC File No.
1-1070).
4(c) Rights Agreement dated February 27, 1996, between the
Company and Chemical Mellon Shareholder Services, L.L.C., as
Rights Agent. Incorporated by reference to Exhibit 1 to the
Company's Form 8-A dated February 21, 1996 (SEC File No.
1-1070).
4(d) Specimen Common Share certificate. Incorporated by reference
to Exhibit 4(y) to the Company's Registration Statement on
Form S-3 dated March 22, 1994 (SEC File No. 33-52771).
4(e) Form of Rights certificate. Incorporated by reference to
Exhibit 3 to the Company's Form 8-A dated February 21, 1996
(SEC File No. 1-1070).
5 Opinion of Hunton & Williams.
23(a) Consent of KPMG LLP.
23(b) Consent of Hunton & Williams (included in Exhibit 5).
24 Powers of Attorney (included on the signature pages hereof).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a)(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 of 1933 (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;
(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;
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 15(d) of the
Exchange Act 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) 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 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 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 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 town of Norwalk, State of Connecticut, on
the third day of February, 1999.
OLIN CORPORATION
By /s/ J. M. Jackson, Jr.
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J. M. Jackson, Jr.
Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose
signature appears below hereby constitutes and appoints J. M. Jackson, Jr.,
P. C. Kosche and A. W. Ruggiero his or her true and lawful
attorneys-in-fact and agents, with full power of substitution, and each
with power to act alone, to sign and execute on behalf of the undersigned
any and all amendments or supplements to this Registration Statement, and
to perform any acts necessary to be done in order to file any and all such
amendments and supplements with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, and each
of the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents, or their substitutes, shall do or cause to be
done by virtue hereof.
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 dates indicated.
Signature Title Date
/s/ Donald W. Griffin
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Donald W. Griffin Chairman of the Board, President 2/3/99
and Chief Executive Officer
(Principal Executive Officer)
/s/ Anthony W. Ruggiero
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Anthony W. Ruggiero Executive Vice President 2/3/99
and Chief Financial Officer
(Principal Financial Officer)
/s/ Louis S. Massimo
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Louis S. Massimo Vice President and Controller 2/3/99
(Principal Accounting Officer)
/s/ Richard E. Cavanagh
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Richard E. Cavanagh Director 2/3/99
/s/ William W. Higgins
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William W. Higgins Director 2/3/99
<PAGE>
/s/ Robert Holland, Jr.
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Robert Holland, Jr. Director 2/3/99
/s/ Suzanne D. Jaffe
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Suzanne D. Jaffe Director 2/3/99
/s/ John W. Johnstone, Jr.
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John W. Johnstone, Jr. Director 2/3/99
/s/ Jack D. Kuehler
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Jack D. Kuehler Director 2/3/99
/s/ H. William Lichtenberger
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H. William Lichtenberger Director 2/3/99
/s/ G. Jackson Ratcliffe, Jr.
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G. Jackson Ratcliffe, Jr. Director 2/3/99
/s/ John P. Schaefer
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John P. Schaefer Director 2/3/99
/s/ Randall W. Larrimore
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Randall W. Larrimore Director 2/3/99
/s/ Richard M. Rompala
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Richard M. Rompala Director 2/3/99
<PAGE>
EXHIBIT INDEX
Exhibit Number 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) Rights Agreement dated February 27, 1996, between the
Company and Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent. Incorporated by reference to
Exhibit 1 to the Company's Form 8-A dated February 21,
1996 (SEC File No. 1-1070).
4(d) Specimen Common Share certificate. Incorporated by
reference to Exhibit 4(y) to the Company's Registration
Statement on Form S-3 dated March 22, 1994 (SEC File
No. 33-52771).
4(e) Form of Rights certificate. Incorporated by reference
to Exhibit 3 to the Company's Form 8-A dated February
21, 1996 (SEC File No. 1-1070).
5 Opinion of Hunton & Williams.
23(a) Consent of KPMG LLP.
23(b) Consent of Hunton & Williams (included in Exhibit 5).
24 Powers of Attorney (included on the signature pages
hereof).
Exhibit 5
February 2, 1999
The Board of Directors
Olin Corporation
501 Merritt 7
Norwalk, Connecticut 06851
Olin Corporation
Registration Statement on Form S-8
Lady and Gentlemen:
We have acted as Virginia counsel to Olin Corporation, a Virginia
corporation (the "Company"), in connection with the preparation and filing
of a registration statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, with respect to 825,000
shares of the Company's Common Stock, $1.00 par value (the "Shares"), to be
offered pursuant to the 1999 Long Term Incentive Plan of Arch Chemicals,
Inc. (the "Plan"). Each Share will be accompanied by one Series A
Participating Cumulative Preferred Stock Purchase Right issued pursuant to
the Rights Agreement between the Company and Chemical Mellon Shareholder
Services, L.L.C., as Rights Agent.
In rendering this opinion, we have relied upon, among other things,
our examination of the Registration Statement and the Plan and of such
records of the Company and certificates of its officers and of public
officials as we have deemed necessary. In connection with the filing of the
Registration Statement, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the Commonwealth of Virginia; and
2. The Shares have been duly authorized and, when issued in accordance
with the terms of the Plan and any related Agreements (as defined in the
Plan), will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
Hunton & Williams
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 29, 1998, relating
to the consolidated balance sheets of Olin Corporation and subsidiaries as
of December 31, 1997 and 1996 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, 1997, which report is incorporated by
reference in the annual report of Olin Corporation on Form 10-K for the
fiscal year ended December 31, 1997.
/s/ KPMG LLP
Stamford, Connecticut
February 3, 1999
