<PAGE> 1
As filed with the Securities and Exchange Commission on December 27, 1996
Registration No. 333-_____
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
-----------------------------------------
ROHM AND HAAS COMPANY
(Exact name of registrant as specified in its charter)
----------------------------------------------------------------
DELAWARE
(State or other jurisdiction of incorporation or organization)
-----------------------------------------------------------------
23-1028370
(I.R.S. Employer Identification No.)
--------------------------------------------
100 Independence Mall West
Philadelphia, Pennsylvania 19106-2399
(Address of Principal Executive Offices) (Zip Code)
---------------------------------------------------------------------
ROHM AND HAAS COMPANY
1997 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full Title of the Plan)
--------------------------------------
Robert P. Vogel
Rohm and Haas Company
100 Independence Mall West
Philadelphia, Pennsylvania 19106-2399
(Name and Address of Agent for Service)
--------------------------------------
(215) 592-3000
(Telephone Number, Including Area Code, of Agent for Service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
TITLE OF SECURITIES AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE REGISTERED TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED(1) OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING
PRICE
==================================================================================================
<S> <C> <C> <C> <C>
Common Stock 150,000 $80.4375 $12,065,625.00 $3656.25
==================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a result
of stock splits, stock dividends, or similar transactions in accordance with
anti-dilution provisions of Rohm and Haas Company 1997 Non-Employee Directors'
Stock Plan.
(2) Calculated pursuant to Rule 457(c) and (h), based upon the average of the
reported high and low sales prices for the Common Stock as reported on the New
York Stock Exchange for December 24, 1996.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the introductory Note to Part I of Form S-8.
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Rohm and Haas Company, a Delaware corporation (the
"Company"), are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996, and September 30, 1996; and
(c) the description of the Company's Common Stock contained in the
Company's registration statement filed under the Securities Exchange Act of
1934 as amended in the Company's Quarterly Report on Form 10-Q for the quarter
ending September 30, 1996.
In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 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
reports and documents.
Any statement contained herein or in a document all or a portion of which
is 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article V of the Company's Bylaws provides that the Company shall
indemnify any person who was or is a party or threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
<PAGE> 5
either civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer or employee of the Company (including
the subsidiaries of the Company) or of a constituent corporation absorbed in a
consolidation or merger (a "Constituent Corporation"), or is or was serving at
the request of the Company or a Constituent Corporation as a director,
officer, or employee of another enterprise, or is or was a director, officer
or employee of the Company or a Constituent Corporation serving at its request
as an administrator, trustee or other fiduciary of one or more of the employee
benefit plans of the Company or of another enterprise, against expenses
(including attorneys' fees), judgments, fines, excise taxes, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the extent that such person is not insured or
otherwise indemnified and the power to so indemnify has been or may be granted
by statute. The determination of the Company's duty or power to indemnify any
such person under the applicable statutory standards shall be made (1) by the
majority vote of a quorum of directors who are not parties to such action,
suit or proceeding, (2) if such a quorum is not obtainable, or if a quorum of
disinterested directors so directs, by a written opinion of independent legal
counsel (who may but need not be regular counsel to the Company), or (3) by
the stockholders. Expenses (including attorneys' fees) incurred in defending
a civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Company in advance of the final disposition of such
action, suit or proceeding (a) for any present director or officer of the
Company upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Company, or (b) for any other person,
upon such terms and conditions as the Company's Audit Committee deems
appropriate. The Company is a Delaware corporation and Section 145 of the
General Corporation Law of Delaware governs the authority of Delaware
corporations to indemnify their directors, officers, employees and agents.
Article X of the Company's Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or to any
stockholder for monetary damages for any breach of duty as a director except
to the extent such exemption from liability is not permitted under the
Delaware General Corporation Law as currently in effect or hereafter amended.
This provision does not eliminate the liability of a director (i) for a breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions by the director not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the General Corporation Law of Delaware (relating to the declaration of
dividends and purchase or redemption of shares in violation of the General
Corporation Law of Delaware) and (iv) for transactions from which the director
derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company as
amended to date (incorporated by reference from Exhibit 3
of the Company's Annual Report on Form 10-K for the year
ended December 31, 1994).
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C>
4.2 Bylaws of the Company as amended to date (incorporated by
reference from Exhibit 3 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1994).
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)
24.1 Powers of Attorney (included on signature pages hereto)
</TABLE>
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this 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)
of the Securities Act of 1933 if, in the aggregate, the changes
in volume and price represent no more than a 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 this
registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 Company pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
<PAGE> 7
(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 of 1933, 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than 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 Act and will be governed by
the final adjudication of such issue.
<PAGE> 8
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 city of Philadelphia, the Commonwealth of
Pennsylvania, on this 27th day of December, 1996.
ROHM AND HAAS COMPANY
By:/s/J. Lawrence Wilson
-----------------------------------------
J. Lawrence Wilson
Chairman of the Board
POWERS OF ATTORNEY
Each of the undersigned hereby authorizes Robert P. Vogel and J. Lawrence
Wilson, and each of them, as his or her attorneys-in-fact to execute in the
name of each such person and to file such amendments (including post-effective
amendments) to this registration statement as the registrant deems
appropriate, and appoints each of such persons as attorneys-in-fact to sign on
his or her behalf individually and in each capacity stated below and to file
all amendments, exhibits, supplements and post-effective amendments to this
registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/J. Lawrence Wilson Chairman of the Board, December 27, 1996
- --------------------------------- Chief Executive Officer
J. Lawrence Wilson and Director (Principal
Executive Officer)
/s/Fred W. Shaffer Vice President and Chief December 27, 1996
- --------------------------------- Financial Officer (Principal
Fred W. Shaffer Financial and Accounting
Officer)
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/George B. Beitzel Director December 27, 1996
- -----------------------------------
George B. Beitzel
/s/Daniel B. Burke Director December 27, 1996
- -----------------------------------
Daniel B. Burke
/s/Earl G. Graves Director December 27, 1996
- -----------------------------------
Earl G. Graves
/s/James A. Henderson Director December 27, 1996
- -----------------------------------
James A. Henderson
/s/John H. McArthur Director December 27, 1996
- -----------------------------------
John H. McArthur
/s/Paul F. Miller, Jr. Director December 27, 1996
- -----------------------------------
Paul F. Miller, Jr.
/s/Jorge P. Montoya Director December 19, 1996
- -----------------------------------
Jorge P. Montoya
/s/Sandra O. Moose Director December 18, 1996
- -----------------------------------
Sandra O. Moose
/s/John P. Mulroney Director December 27, 1996
- -----------------------------------
John P. Mulroney
/s/Gilbert S. Omenn Director December 27, 1996
- -----------------------------------
Gilbert S. Omenn
/s/Ronaldo H. Schmitz Director December 20, 1996
- -----------------------------------
Ronaldo H. Schmitz
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Alan Schriesheim Director December 27, 1996
- -----------------------------------
Alan Schriesheim
/s/Marna C. Whittington Director December 20, 1996
- -----------------------------------
Marna C. Whittington
</TABLE>
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company as
amended to date (incorporated by reference from Exhibit 3
of the Company's Annual Report on Form 10-K for the year
ended December 31, 1994).
4.2 Bylaws of the Company as amended to date (incorporated by
reference from Exhibit 3 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1994).
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)
24.1 Powers of Attorney (included on signature pages hereto)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
Opinion of Morgan, Lewis & Bockius LLP
<PAGE> 2
December 27, 1996
Rohm and Haas Company
100 Independence Mall West
Philadelphia, PA 19106-2399
Re: Registration Statement on Form S-8: Rohm and Haas Company 1997
Non-Employee Directors' Stock Plan
Ladies and Gentlemen:
We have acted as special counsel for Rohm and Haas Company, a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8, including the exhibits thereto (the
"Registration Statement"), to be filed under the Securities Act of 1933, as
amended (the "Act"), for the registration of 150,000 shares of Common Stock
(the "Shares") to be offered and sold pursuant to the Company's 1997
Non-Employee Directors' Stock Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement,
the organizational documents of the Company, certain of the Company's
proceedings as reflected in its minute books, and such other records as we
have deemed relevant. In our examinations, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as
originals, and the conformity with the originals of all documents submitted to
us as copies. In addition, we have made such other examinations of law and
fact as we have deemed appropriate in order to form a basis for the opinion
hereinafter expressed.
With respect to the issuance of any Shares, we have assumed that the Shares
will be issued, and the certificates evidencing the same will be duly
delivered, in accordance with the terms of the Plan.
<PAGE> 3
Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued in accordance with the foregoing assumptions, will
be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this opinion and consent, we do not admit that we are
acting within the category of persons whose consent is required under Section
7 of the Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE> 1
EXHIBIT 23.1
Consent of KPMG Peat Marwick LLP
<PAGE> 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Rohm and Haas Company:
We consent to the use of our report incorporated herein by reference in this
registration statement on Form S-8.
KPMG PEAT MARWICK, LLP
Philadelphia, Pennsylvania
December 27, 1996
