As filed with the Securities and Exchange Commission on June 25, 1999
Registration No. 333-78993
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8
TO THE
REGISTRATION STATEMENT
ON FORM S-4
UNDER
THE SECURITIES ACT OF 1933
___________
ROHM AND HAAS COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 2821 23-1028370
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
___________
100 Independence Mall West
Philadelphia, Pennsylvania 19106
(215) 592-3000
(Address and telephone number of Registrant's principal executive offices)
Morton International, Inc. 1989 Incentive Plan
Morton International, Inc. 1997 Incentive Plan
___________
Robert P. Vogel
100 Independence Mall West
Philadelphia, Pennsylvania 19016
(215) 592-3000
(Name, address, including zip code, and telephone number of agent for service)
___________
This Post-Effective Amendment covers 6,500,000 shares of Common Stock, par
value $2.50 per share, of the Registrant originally registered on the
Registration Statement on Form S-4 (the "Registration Statement") to which
this Post-Effective Amendment is an amendment. The shares are issuable upon
exercise of stock options granted under the Morton International, Inc. 1989
Incentive Plan and the Morton International, Inc. 1997 Incentive Plan. The
registration fees in respect of the securities registered hereby were paid at
the time of the original filing of the Registration Statement.
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PART I
Item 1. PLAN INFORMATION
Not required to be filed with this Post-Effective Amendment.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Post-Effective Amendment.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission by Rohm and Haas Company ("Rohm and Haas") are incorporated by
reference herein:
(i) Rohm and Haas's Annual Report on Form 10-K, as amended
by Form 10-K/A, dated April 30, 1999, for the year ended December 31,
1998;
(ii) Rohm and Haas's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1999;
(iii) The description of Rohm and Haas's Common Stock, par
value $2.50 per share ("Common Stock"), set forth in Rohm and Haas's
registration statement filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating
such description; and
(iv) Rohm and Haas's Current Reports on Form 8-K filed on
January 26, 1999, February 2, 1999 and June 8, 1999.
All documents subsequently filed by Rohm and Haas pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement 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 statement so modified or superseded shall not be deemed,
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except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of Rohm and Haas's Bylaws provides that Rohm and Haas
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 Rohm and Haas
(including the subsidiaries of Rohm and Haas) or of a constituent
corporation absorbed in a consolidation or merger (a "Constituent
Corporation"), or is or was serving at the request of Rohm and Haas or a
Constituent Corporation as a director, officer, or employee of another
enterprise, or is or was a director, officer or employee of Rohm and Haas 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 Rohm and Haas
or of another enterprise, against expenses (including attorney's 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 Rohm and Haas'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 Rohm and Haas), 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 Rohm and Haas in advance of the final disposition of such
action, suit or proceeding (a) for any present director or officer of Rohm and
Haas 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 Rohm and Haas, or (b) for any other person, upon
such terms and conditions as Rohm and Haas' Audit Committee deems appropriate.
Rohm and Haas is a Delaware corporation and Section 145 of the General
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<PAGE>
Corporation Law of Delaware governs the authority of Delaware corporations to
indemnify their directors, officers, employees and agents.
Article X of Rohm and Haas's Certificate of Incorporation provides
that no director of Rohm and Haas shall be personally liable to Rohm
and Haas 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 Rohm and Haas
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.
There is presently in force liability insurance for directors and
officers of Rohm and Haas acting in such capacities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
3.1 Restated Certificate of Incorporation of Rohm and Haas Company
(excluding the Certificate of Designation of $2.75 Cumulative
Convertible Preferred Stock which is incorporated by reference to
Exhibit (3)(i) to Rohm and Haas Company's Report on Form 10-Q for
the quarter ended June 30, 1998)
3.2 By-laws of Rohm and Haas Company amended through December 7,
1998 (incorporated by reference to Exhibit (3)(ii) to Rohm and
Haas Company's Report on Form 10-K for fiscal year ended
December 31,1998)
5.1 Opinion of Simpson Thacher & Bartlett as to the legality of
the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
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23.2 Consent of KPMG LLP
23.3 Consent of Simpson Thacher and Bartlett (included in Exhibit
5.1)
24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1
of the Registration Statement on Form S-4 (Registration No.
333-78993) of the Registrant, filed May 21, 1999)
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 the 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;
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(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 the 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.
(c) 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 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
Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to requirements of the Securities Act of 1933, as amended,
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
post-effective amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Philadelphia, state of
Pennsylvania, on June 22, 1999.
ROHM AND HAAS COMPANY
By: /s/ J. Lawrence Wilson
---------------------------------------
Name: J. Lawrence Wilson
Title: Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this post-effective amendment has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board, Chief June 22, 1999
- ----------------------- Executive Officer and ---------------
J. Lawrence Wilson Director (Principal
Executive Officer)
* June 22, 1999
- ----------------------- Vice Chairman and Director ---------------
Rajiv L. Gupta
* Chief Financial Officer and June 22, 1999
- ----------------------- Senior Vice President ---------------
Bradley J. Bell (Principal Financial and
Accounting Officer)
* June 22, 1999
- ----------------------- Director ---------------
William J. Avery
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- ----------------------- Director ---------------
James R. Cantalupo
* June 22, 1999
- ----------------------- Chief Operating Officer, ---------------
J. Michael Fitzpatrick President and Director
* June 22, 1999
- ----------------------- Director ---------------
Earl G. Graves
- ----------------------- Director ---------------
David W. Haas
- ----------------------- Director ---------------
Thomas W. Haas
June 22, 1999
* Director ---------------
- -----------------------
James A. Henderson
- ----------------------- Director ---------------
Richard L. Keyser
* June 22, 1999
- ----------------------- Director ---------------
John H. McArthur
* June 22, 1999
- ----------------------- Director ---------------
Jorge P. Montoya
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* June 22, 1999
- ----------------------- Director ---------------
Sandra O. Moose
* June 22, 1999
- ----------------------- Director ---------------
Gilbert S. Omenn
* June 22, 1999
- ----------------------- Director ---------------
Ronaldo H. Schmitz
* June 22, 1999
- ----------------------- Director ---------------
Alan Schriesheim
- ----------------------- Director ---------------
S. Jay Stewart
* June 22, 1999
- ----------------------- Director ---------------
Marna C. Whittington
*By Power of Attorney June 22, 1999
Attorney-in-Fact ---------------
J. Lawrence Wilson
- -----------------------
J. Lawrence Wilson
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<PAGE>
Exhibit Index
Exhibit
Number Description Page
-------- ----------- -----
3.1 Restated Certificate of Incorporation of Rohm and
Haas Company (excluding the Certificate of Designation
of $2.75 Cumulative Convertible Preferred Stock which
is incorporated by reference to Exhibit
(3)(i) to Rohm and Haas Company's Report on Form
10-Q for the quarter ended June 30, 1998).
3.2 By-laws of Rohm and Haas Company amended through
December 7, 1998 (incorporated by reference to
Exhibit (3)(ii) to Rohm and Haas Company's Report
on Form 10-K for the fiscal year ended December 31,1998).
5.1 Opinion of Simpson Thacher & Bartlett as to the
legality of the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG LLP
23.3 Consent of Simpson Thacher and Bartlett (included
in Exhibit 5.1)
24.1 Powers of Attorney (incorporated by reference to
Exhibit 24.1 of the Registration Statement on Form
S-4 (Registration No. 333-78993) of the Registrant,
filed May 21, 1999)
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ROHM AND HAAS COMPANY
RESTATED CERTIFICATE OF INCORPORATION
Originally incorporated April 23, 1917
under the name Roehm & Haas Company
I. The name of the Company is Rohm and Haas Company.
II. The principal office of the Company in the State of Delaware is
located at 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent is The Corporation Trust
Company, and the address of its registered agent is 1209 Orange Street,
in the City of Wilmington, County of New Castle, Delaware 19801.
III. The purpose of the Company is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.
IV. The Company shall have authority to issue 400,000,000 shares of
Common Stock, of the par value of $2.50 per share, and 25,000,000 shares
of Preferred Stock, of the par value of $1.00 per share. The Board of
Directors of the Corporation is hereby expressly authorized, at any time
and from time to time, to divide the shares of Preferred Stock into one
or more series, to issue from time to time in whole or in part the shares
of Preferred Stock, and in the resolutions providing for the issue of
such shares to fix and determine, except as otherwise expressly limited
by Delaware law, the voting powers, full or limited, or no voting powers,
and such designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
as may be desired, to the fullest extent permitted by Delaware law.
V. The Company is to have perpetual existence.
VI. The private property of the stockholders of the Company shall not
be subject to the payment of corporate debts to any extent whatever.
VII. The Board of Directors shall have the power to adopt, amend or
repeal the bylaws of the Company.
VIII. The Company shall have the power to keep its books of account,
documents and records outside of the state of Delaware at such places as
the Board of Directors may determine.
IX. No holder of securities of any class of the Company shall be
entitled as such, as a matter of right, to subscribe for or purchase any
part of any new or additional issue of securities of any class of the
Company, whether now or hereafter authorized. All securities of the
Company shall be issued and sold to such parties as the Board of
Directors in its discretion may determine.
X. 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
<PAGE>
effect or hereafter amended. Neither the amendment to nor repeal of this
Article nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this Article shall apply to or have any
effect in respect of any matter occurring, or any cause of action, suit
or claim that, but for this Article X would accrue or arise, prior to
such amendment, repeal or adoption of an inconsistent provision.
XI. Any action required or permitted to be taken by the holders of the
capital stock of the Company must be effected at a duly called annual or
special meeting of the stockholders and may not be effected by a consent
in writing.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation,
which restates and integrates (including the provisions in the
Certificate of Designation of $2.75 Cumulative Convertible Preferred
Stock of the Corporation as filed with the Secretary of State of Delaware
on June 11, 1992 which is attached to this Restated Certificate as
Exhibit A) and does not further amend the provisions of the Corporation's
Certificate of Incorporation as previously restated and amended and which
has no discrepancy between itself and those provisions and having been
duly adopted by the Board of Directors of the Corporation in accordance
with the provisions of Section 245 of the General Corporation Laws of the
State of Delaware, has been executed this 21st day of June, 1999, by its
authorized officer.
s/Gail P. Granoff
-----------------------------------
Gail P. Granoff
Corporate Secretary
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[Simpson Thacher & Bartlett Letterhead]
June 25, 1999
Rohm and Haas Company
100 Independence Mall West
Philadelphia, Pennsylvania 19106
Ladies and Gentlemen:
We have acted as counsel to Rohm and Haas Company, a Delaware
corporation ("Rohm and Haas"), in connection with Post-Effective Amendment
No. 1 on Form S-8 to the Registration Statement on Form S-4 (Registration No.
333-78993) of Rohm and Haas (the "Registration Statement"), filed by Rohm and
Haas with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to 6,500,000 shares (the "Shares") of common
stock, par value $2.50 per share, of Rohm and Haas to be issued by Rohm and
Haas pursuant to the exercise of options assumed by Rohm and Haas that had
previously been issued under the Morton International, Inc. 1989 Incentive
Plan and the Morton International, Inc. 1997 Incentive Plan (collectively,
the "Plans").
We have examined the Registration Statement and the Plans. We have
also examined the originals, or duplicates or certified or conformed copies,
of such records, agreements, instruments and other documents and have made
such other and further investigations as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions
<PAGE>
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of Rohm and Haas.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed
copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares have been
duly authorized and, upon the issuance of the Shares in accordance with the
terms of the applicable Plan and payment of the consideration, if any,
payable therefor pursuant to terms of the applicable Plan, such Shares will
be validly issued, fully paid and nonassessable.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5 to the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (No.
333-78993) of our report dated February 22, 1999, relating to the financial
statements and the financial statement schedules, which appears in the Annual
Report on Form 10-K of Rohm and Haas Company for the year ended December 31,
1998.
/S/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 22, 1999
Consent of Independent Accountants
The Board of Directors
Rohm and Haas Company:
We consent to the incorporation by reference in this Registration Statement
of Form S-8 of Rohm and Haas Company of our report dated February 23, 1998,
relating to the consolidated balance sheet of Rohm and Haas Company and
subsidiaries as of December 31, 1997 and the related consolidated statements
of earnings, stockholders' equity and cash flows and the related financial
statement schedule for each of the years in the two-year period ended
December 31, 1997, which report appears in the December 31, 1998 annual
report on Form 10-K of Rohm and Haas Company.
/s/ KPMG LLP
Philadelphia, Pennsylvania
June 22, 1999
