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As filed with the Securities and Exchange Commission on March ,1999
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
ROHM AND HAAS 1999 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)
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CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT PROPOSED AMOUNT OF
TO BE REGISTERED TO BE MAXIMUM REGISTRATION
REGISTERED (1) AGGREGATE FEE
OFFERING
PRICE
Common Stock 8,000,000 $2224
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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 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, 1998;
(b) 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.
Exhibit Description
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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-Q for the quarter
ended June 30, 1998).
4.2 Bylaws of the Company as amended to date (incorporated by
reference from Exhibit 3 of the Company's Report on Form 10-K
for the year ended December 31, 1998).
23(a) Consent of KPMG LLP
23(b) Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on signature pages hereto)
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;
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(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
(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.
(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 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 5th day of March, 1999.
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.
Signatures Title Date
---------- ----- ----
/s/ J. LAWRENCE WILSON Chairman of the Board,
- ---------------------- Chief Executive Officer
J. Lawrence Wilson and Director (Principal
Executive Officer)
/s/ BRADLEY J. BELL Vice President and Chief
- ------------------- Financial Officer
Bradley J. Bell (Principal Financial and
Accounting Officer)
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Signatures Title Date
---------- ----- ----
/s/ WILLIAM J. AVERY Director
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William J. Avery
/s/ DANIEL B. BURKE Director
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Daniel B. Burke
/s/ J. MICHAEL FITZPATRICK Director
- --------------------------
J. Michael Fitzpatrick
/s/ EARL G. GRAVES Director
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Earl G. Graves
/s/ RAJIV L. GUPTA Director
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Rajiv L. Gupta
/s/ JAMES A. HENDERSON Director
- ----------------------
James A. Henderson
/s/ JOHN H. MCARTHUR Director
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John H. McArthur
/s/ JORGE P. MONTOYA Director
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Jorge P. Montoya
/s/ SANDRA O. MOOSE Director
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Sandra O. Moose
/s/ GILBERT S. OMENN Director
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Gilbert S. Omen
/s/ RONALDO H. SCHMITZ Director
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Ronaldo H. Schmitz
/s/ ALAN SCHRIESHEIM Director
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Alan Schriesheim
/s/ MARNA C. WHITTINGTON Director
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Marna C. Whittington
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Company as
amended to date (incorporated by reference from Exhibit 3 of
the Company's Report on Form 1O-Q for the quarter ended June
30, 1998).
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, 1998).
23(a) Consent of KPMG LLP
23(b) Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on signature pages)
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Rohm and Haas Company
We consent to the incorporation by reference in this Registration Statement on
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.
KPMG LLP
Philadelphia, Pennsylvania
March 5, 1999
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Rohm and Haas Company:
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 22, 1999, which is included
in the Annual Report on Form 10-K of Rohm and Haas Company for the year ended
December 31, 1998.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 5, 1999
