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As filed with the Securities and Exchange Commission on November 24, 1997
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
NON-QUALIFIED SAVINGS 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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT PROPOSED AMOUNT OF
TO BE REGISTERED TO BE MAXIMUM REGISTRATION
REGISTERED AGGREGATE FEE
OFFERING
PRICE
<S> <C> <C> <C>
Deferred Compensation $20,000,000 $20,000,000 $6061
Obligation
</TABLE>
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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.
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PART 11
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, 1996;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997, and September 30, 1997; 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 in this registration statement or in a document
all or a portion of which is incorporated or deemed to be incorporated by
reference in this registration statement shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in this registration statement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference in
this registration statement 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.
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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, 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 directors 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.
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ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
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<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).
23.1 Consent of KPMG Peat Marwick LLP
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
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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
(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 registrants 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.
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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 24th day of November, 1997.
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>
Signatures Title Date
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<S> <C> <C>
/s/J. Lawrence Wilson Chairman of the Board, November 24, 1997
- --------------------- Chief Executive Officer
J. Lawrence Wilson and Director (Principal
Executive Officer)
/s/Bradley J. Bell Vice President, Chief November 24, 1997
- ------------------ Financial Officer and Treasurer
Bradley J. Bell (Principal Financial and
Accounting Officer)
</TABLE>
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<TABLE>
<CAPTION>
Signatures Title Date
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<S> <C> <C>
/s/George B. Beitzel Director November 24, 1997
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George B. Beitzel
/s/Daniel B. Burke Director November 24, 1997
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Daniel B. Burke
/s/Earl G. Graves Director November 24, 1997
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Earl G. Graves
/s/James A. Henderson Director November 24, 1997
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James A. Henderson
/s/John H. McArthur Director November 24, 1997
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John H. McArthur
/s/Paul F. Miller, Jr. Director November 24, 1997
- ----------------------
Paul F. Miller, Jr.
/s/Jorge P. Montoya Director November 24, 1997
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Jorge P. Montoya
/s/Sandra O. Moose Director November 24, 1997
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Sandra O. Moose
/s/John P. Mulroney Director November 24, 1997
- --------------------------
John P. Mulroney
/s/Gilbert S. Omenn Director November 24, 1997
- --------------------------
Gilbert S. Omen
/s/Ronaldo H. Schmitz Director November 24, 1997
- ---------------------
Ronaldo H. Schmitz
/s/Alan Schriesheim Director November 24, 1997
- -------------------
Alan Schriesheim
/s/Marna C. Whittington Director November 24, 1997
- -----------------------
Marna C. Whittington
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<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 1O-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 1O-K for the year ended December 31, 1994).
23.1 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney (included on signature pages)
</TABLE>
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Rohm and Haas Company:
We consent to the use of our reports included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, which reports are incorporated
herein by reference in this registration statement on Form S-8.
KPMG PEAT MARWICK, LLP
Philadelphia, Pennsylvania
November 24, 1997
