-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H+M1UbeiK//jTsPv7/H+SR6wh9+kg8jsJP8ZSx/uGx1J8RIiJdvZtr8FqoqaRfvz ToE+ANb2aWDoX/iBPVpoeQ== 0001068800-02-000048.txt : 20020415 0001068800-02-000048.hdr.sgml : 20020415 ACCESSION NUMBER: 0001068800-02-000048 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20020311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLUTIA SYSTEMS INC CENTRAL INDEX KEY: 0001167995 IRS NUMBER: 431834280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-75812-04 FILM NUMBER: 02572489 BUSINESS ADDRESS: STREET 1: 4219 THE GREAT ROAD CITY: FIELDALE STATE: VA ZIP: 24089 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: C/O SOLUTIA INC. STREET 2: 575 MARYVILLE CENTRE DR PO. BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONCHEM INTERNATIONAL INC CENTRAL INDEX KEY: 0001167994 IRS NUMBER: 431788416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-75812-03 FILM NUMBER: 02572490 BUSINESS ADDRESS: STREET 1: 4219 THE GREAT ROAD CITY: FIELDALE STATE: VA ZIP: 24089 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: C/O SOLUTIA INC. STREET 2: 575 MARYVILLE CENTRE DR PO. BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONCHEM INC CENTRAL INDEX KEY: 0001167993 IRS NUMBER: 431788418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-75812-02 FILM NUMBER: 02572491 BUSINESS ADDRESS: STREET 1: 4219 THE GREAT ROAD CITY: FIELDALE STATE: VA ZIP: 24089 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: C/O SOLUTIA INC. STREET 2: 575 MARYVILLE CENTRE DR PO. BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CPFILMS INC CENTRAL INDEX KEY: 0001167992 IRS NUMBER: 060385340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-75812-01 FILM NUMBER: 02572492 BUSINESS ADDRESS: STREET 1: 4219 THE GREAT ROAD CITY: FIELDALE STATE: VA ZIP: 24089 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: C/O SOLUTIA INC. STREET 2: 575 MARYVILLE CENTRE DR PO. BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLUTIA INC CENTRAL INDEX KEY: 0001043382 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 431781797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-75812 FILM NUMBER: 02572488 BUSINESS ADDRESS: STREET 1: 575 MARYVILLE CENTRE DRIVE STREET 2: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FORMER COMPANY: FORMER CONFORMED NAME: QUEENY CHEMICAL CO DATE OF NAME CHANGE: 19970804 POS AM 1 s3.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 2002 REGISTRATION NO. 333-75812 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- SOLUTIA INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 43-1781797 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) AND ITS GUARANTOR SUBSIDIARIES DELAWARE CPFILMS INC. 06-0385340 DELAWARE MONCHEM, INC. 43-1788418 DELAWARE MONCHEM INTERNATIONAL, INC. 43-1788416 DELAWARE SOLUTIA SYSTEMS, INC. 43-1834280 (STATE OR OTHER (EXACT NAME OF JURISDICTION OF REGISTRANT AS (I.R.S. EMPLOYER INCORPORATION OR SPECIFIED IN IDENTIFICATION NO.) ORGANIZATION) ITS CHARTER) 575 MARYVILLE CENTRE DRIVE P.O. BOX 66760 ST. LOUIS, MISSOURI 63166-6760 (314) 674-1000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) -------------------- KARL R. BARNICKOL, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 575 MARYVILLE CENTRE DRIVE P.O. BOX 66760 ST. LOUIS, MISSOURI 63166-6760 (314) 674-1000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------------- WITH COPIES TO: R. CABELL MORRIS, JR. WINSTON & STRAWN 35 WEST WACKER DRIVE CHICAGO, ILLINOIS 60601 (312) 558-5600 -------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. / / IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /X/ IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. / / IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. / / IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434, PLEASE CHECK THE FOLLOWING BOX. / / -------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================================== PROPOSED TITLE OF EACH CLASS OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PRICE MAXIMUM AGGREGATE AMOUNT OF TO BE REGISTERED BE REGISTERED (1) PER SECURITY (2) OFFERING PRICE (1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ Debt Securities, Guarantees of Debt Securities, Common Stock, par value $.01 per share (3), Preferred Stock, par value $.01 per share, Depositary Shares representing Preferred Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units (4) $800,000,000 $800,000,000 $191,200 (5) ============================================================================================================================== (1) In no event will the aggregate initial offering price of the Debt Securities, Guarantees of Debt Securities, Common Stock, Preferred Stock, Depositary Shares representing Preferred Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units issued under this Registration Statement exceed $800,000,000, or, if any securities are in any foreign currency units, the U.S. dollar equivalent of $800,000,000 and if any securities are issued at original issue discount, such greater amount as shall result in an aggregate offering price not to exceed $800,000,000. (2) Not applicable pursuant to General Instruction II (D) to Form S-3. (3) Each share of Common Stock includes one Preferred Share Purchase Right ("Right"). Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the Common Stock. (4) In addition to any Preferred Stock or Common Stock or Depositary Shares that may be issued directly under this Registration Statement, there are being registered hereunder an indeterminate number of shares of Preferred Stock or Common Stock or Depositary Shares as may be issued upon conversion or exchange of Debt Securities or Preferred Stock or exercise of Stock Purchase Contracts, as the case may be. Separate consideration may not be received for any shares of Preferred Stock or Common Stock or Depositary Shares so issued upon conversion, exchange or exercise. (5) Filing fee previously paid with the initial filing of this Registration Statement filed by Solutia Inc. on December 21, 2001.
-------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ============================================================================== Explanatory Note: This Post-Effective Amendment No. 1 to Form S-3 is being filed for the sole purpose of registering guarantees of debt securities by one or more wholly-owned, domestic subsidiaries of Solutia Inc. The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange commission is effective. This prospectus is not an offer to sell these securities and it is not the solicitation of an offer to buy these securities in any state where the offer or sale is not permitted. Prospectus, Subject to Completion, Dated March 11, 2002. $800,000,000 SOLUTIA INC. 575 Maryville Centre Drive St. Louis, Missouri 63166-6760 (314) 674-1000 Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants to Purchase Debt Securities, Warrants to Purchase Common Stock, Warrants to Purchase Preferred Stock, Warrants to Purchase Depositary Shares, Stock Purchase Contracts and Stock Purchase Units -------------------- This prospectus describes debt and equity securities that we may issue and sell at various times: o Our prospectus supplements will be filed at later dates and will contain specific terms of each issuance of debt or equity securities. o We can issue debt and equity securities with a total offering price of up to $800,000,000 under this prospectus. o We may sell the debt and equity securities to or through underwriters, and also to other purchasers or through agents. The names of the underwriters will be stated in the prospectus supplements. We may also sell debt and equity securities directly to investors. Our common stock is listed on the New York Stock Exchange under the trading symbol "SOI." Any common stock sold by a prospectus supplement will be listed on the New York Stock Exchange, upon official notice of issuance. You should read this prospectus and any prospectus supplement carefully before you decide to invest. We will not sell any of the securities being offered without delivery of the applicable prospectus supplement describing the method and terms of the offering of the series of securities being offered. -------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------- Prospectus dated ______ __, ____. TABLE OF CONTENTS ABOUT THIS PROSPECTUS.................................................................1 WHERE YOU CAN FIND MORE INFORMATION...................................................1 CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS.................................2 ABOUT SOLUTIA.........................................................................4 USE OF PROCEEDS.......................................................................5 RATIO OF EARNINGS TO FIXED CHARGES....................................................6 DESCRIPTION OF THE SECURITIES WE MAY OFFER............................................6 DESCRIPTION OF DEBT SECURITIES........................................................7 DESCRIPTION OF COMMON STOCK..........................................................26 DESCRIPTION OF PREFERRED STOCK.......................................................30 DESCRIPTION OF DEPOSITARY SHARES.....................................................31 DESCRIPTION OF WARRANTS..............................................................34 DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS.....................35 PLAN OF DISTRIBUTION.................................................................36 VALIDITY OF THE OFFERED SECURITIES...................................................37 EXPERTS..............................................................................37
ABOUT THIS PROSPECTUS This prospectus is part of a "shelf" registration statement that we filed with the SEC. By using a shelf registration statement, we may sell, from time to time, in one or more offerings, any combination of the securities described in this prospectus. The total dollar amount of the securities we will sell through these offerings will not exceed $800,000,000. This prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. We have omitted parts of the registration statement as permitted by the rules and regulations of the SEC. For further information, we refer you to the registration statement on Form S-3, including its exhibits. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or contents of any agreement or other document are only summaries. If SEC rules require that any agreement or document be filed as an exhibit to the registration statement, you should refer to that agreement or document for its complete contents. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of each document. This prospectus provides you with only a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that contains specific information about the terms of those securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading "Where You Can Find More Information" below. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the SEC. The registration statement and our other filings are available over the Internet at http://www.sec.gov. You may also read and copy any document we file, including the registration statement, at the SEC public reference room at: 450 Fifth Street, N.W. Washington, D.C. 20549 You may call the SEC at 1-800-SEC-0330 for further information about the operation of the public reference room. Our common stock is quoted on the New York Stock Exchange under the symbol "SOI," and our SEC filings can also be read at: New York Stock Exchange 20 Broad Street New York, New York 10005 The SEC allows us to "incorporate by reference" the information we file with them. This means that we can disclose important information to you by referring you to the documents containing that information. The information incorporated by reference is considered part of this prospectus. Any information we file with the SEC later will automatically update and, to the extent inconsistent, supersede the information in this prospectus. We incorporate by reference the documents listed below: o Our annual report on Form 10-K for the year ended December 31, 2001; and o Our Form 10 filed on August 7, 1997, and amended on August 19, 1997, for a description of our common stock. We also incorporate by reference any future filings we make with the SEC, including any filings we make before the registration statement becomes effective, under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we have sold all the offered securities to which this prospectus relates or the offering is otherwise terminated. You may request a copy of these filings, at no cost, by writing to us at the following address or telephoning us at (314) 674-4520: Solutia Inc. Investor Relations P.O. Box 66760 St. Louis, Missouri 63166-6760 CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS We make statements in this prospectus and the documents incorporated by reference that are considered forward-looking statements under the federal securities laws. We consider all statements regarding anticipated or future matters, including the following, to be forward-looking statements: o our expected future financial position, liquidity, results of operations, profitability and cash flows; o dividends; o financing plans; o business strategy; o budgets; - 2 - o projected cost reductions; o effect of changes in accounting due to recently issued accounting standards; o plans and objectives of management for future operations; o competitive position; o growth opportunities for existing products; o price increases; o benefits from new technology; and o share repurchases. These statements are not guarantees of our future performance. They represent our estimates and assumptions only on the date we made them. There are risks, uncertainties and other important factors that could cause our actual performance or achievements to be materially different from those we may project. These risks, uncertainties and factors include: o general economic, business and market conditions, which affect us because some of our customers are in cyclical businesses; o lower prices for our products or a decline in our market share due to competition or price pressure by customers; o ability to implement cost reduction initiatives in a timely manner; o customer acceptance of new products; o efficacy of new technology and facilities; o shortages or pricing of raw materials and energy; o currency fluctuations; o ability to acquire and integrate new businesses or divest existing businesses; o changes in U.S. and foreign laws and regulations; and o exposure to product liability and other litigation and cost of environmental remediation. These forward-looking statements represent our estimates and assumptions only on the date they were made. Many of the factors that will determine these items are beyond our ability to - 3 - control or predict. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this prospectus or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date of this prospectus. For more information on the uncertainty of forward-looking statements, see our annual report on Form 10-K for the year ended December 31, 2001. ABOUT SOLUTIA Solutia Inc. and its subsidiaries make and sell a variety of high performance chemical-based materials. Using our world-class skills, we create solutions for industrial and individual consumers in household goods, construction, vehicles, industrial products, and pharmaceuticals. Our materials and services include: o SAFLEX(R) plastic interlayer, which is - used to make laminated glass for windshields; - marketed under the product category Enhanced Protective Glass or EPG to the automotive industry for side and rear windows; and - branded as KEEPSAFE(R) and KEEPSAFE MAXIMUM(R) for architectural applications; o LLUMAR(R) and VISTA(R) custom coated window films for after-market automotive and architectural applications; and industrial films for use in high-tech electronic display applications; o A variety of branded resins and additives used to produce high-performance coatings for various materials such as metal, wood and plastic; and adhesives; o Process research, process development and scale-up services for the pharmaceutical industry; o Specialty chemicals such as DEQUEST(R) water treatment chemicals, THERMINOL(R) heat transfer fluids and SKYDROL(R) aviation hydraulic fluids; and - 4 - o An integrated family of nylon products, including VYDYNE(R) and ASCEND(TM) nylon polymers; nylon fibers such as WEAR-DATED(R) and ULTRON VIP(R) used in carpet; ACRILAN(R) acrylic fibers; and chemical intermediates. Solutia Inc. was incorporated in April 1997 as a holding company for most of the chemical businesses of the former Monsanto Company, now known as Pharmacia Corporation. On September 1, 1997, Monsanto distributed our shares as a dividend to Monsanto's stockholders, and we became an independent publicly held company listed on the New York Stock Exchange. Solutia Inc. is a Delaware corporation, and our principal executive office is located at 575 Maryville Centre Drive, St. Louis, Missouri 63166-6760. Our telephone number at that address is (314) 674-1000. All references to "we," "us," or "Solutia" in this prospectus mean, unless the context indicates otherwise or unless otherwise specified, Solutia Inc. and its consolidated subsidiaries. For additional information about Solutia, refer to the documents we have incorporated by reference. See "Where You Can Find More Information" beginning on page 1 to learn how to obtain copies of these documents. USE OF PROCEEDS We expect that the net proceeds from some of the securities under this registration statement will be used to reduce borrowings under our bank credit facility and that affiliates of some of the lenders under that facility will participate in offerings of the securities as underwriters. Unless we indicate otherwise in the prospectus supplement, we expect to use the remaining net proceeds we receive from any offering of these securities for some or all of the following purposes: o repayment of a portion of our existing short-term and long-term debt; o capital expenditures; o additional working capital; o acquisitions; and o general corporate purposes. Before we apply the proceeds to the intended use, we may temporarily invest the proceeds in short-term, interest-bearing instruments or other investment-grade debt securities. - 5 - RATIO OF EARNINGS TO FIXED CHARGES The following table shows our consolidated ratio of earnings to fixed charges for the four-month period ended December 31, 1997, the fiscal years ended December 31, 1998, 1999, 2000 and 2001.
Four Months Ended Years Ended December 31, December 31, 1997 1998 1999 2000 2001 ----------------- ---- ---- ---- ---- Ratio of Earnings to Fixed Charges 3.23 7.69 6.18 1.35 0.72
We have calculated the ratio of earnings to fixed charges according to a formula the SEC requires us to use. This formula defines earnings generally as our pre-tax earnings from operations before equity earnings from affiliates, less interest expense and defines fixed charges generally as all interest and interest-related payments and accruals. Earnings include restructuring and other items of $58 million for the year ended December 31, 2001, $107 million for the year ended December 31, 2000, $61 million for the year ended December 31, 1999, and $72 million for the four months ended December 31, 1997. Earnings for the year ended December 31, 2001 would have to be $29 million higher in order to achieve a one-to-one ratio. If you would like to see how we have calculated these ratios, you should review Exhibit 99 to our annual report on Form 10-K for the year ended December 31, 2001, incorporated by reference in the registration statement. We have not calculated the ratio of earnings to fixed charges for periods before September 1, 1997. Computation of the ratio of earnings to fixed charges is not meaningful before that date because we were not an independent company and the former Monsanto Company did not allocate debt to us. Because we have not issued any preferred stock to date, the ratio of earnings to fixed charges and preferred stock dividend requirements is identical to the ratio shown above. DESCRIPTION OF THE SECURITIES WE MAY OFFER We may issue, from time to time, in one or more offerings the following securities: o debt securities, which may be senior or subordinated and which may be guaranteed by one or more of our subsidiaries; o shares of common stock; o shares of preferred stock or depositary shares representing fractions of shares of preferred stock; o warrants exercisable for debt securities, common stock, preferred stock or depositary shares; o stock purchase contracts; and o stock purchase units. - 6 - The aggregate initial offering price of these offered securities that we may issue will not exceed $800,000,000. If we issue debt securities at a discount from their principal amount, then, for purposes of calculating the aggregate initial offering price of the offered securities issued under this prospectus, we will include only the initial offering price of the debt securities and not the principal amount of the debt securities. This prospectus contains a summary of the material general terms of the various securities that we may offer. The prospectus supplement relating to any particular securities offered will describe the specific terms of the securities, which may be in addition to or different from the general terms summarized in this prospectus. Because the summary in this prospectus and in any prospectus supplements does not contain all of the information that you may find useful, you should read the documents relating to the securities that are described in this prospectus or in the prospectus supplement. See "Where You Can Find More Information" beginning on page 1 to find out how you can obtain a copy of those documents. The prospectus supplement will also contain the terms of the offering, the initial public offering price and the net proceeds to Solutia. Where applicable, the prospectus supplement will also describe any material United States federal income tax considerations relating to the securities offered and indicate whether the securities offered are or will be listed on any securities exchange. DESCRIPTION OF DEBT SECURITIES This section summarizes the terms that will generally apply to the debt securities we may offer. The prospectus supplement relating to any particular debt securities will contain most of the financial terms and other specific terms applicable to those securities. Those terms may vary from the terms described here. The prospectus supplement may also describe material federal income tax consequences of the particular securities. As used in this section, "we," "us," "our" and "Solutia" refer to Solutia Inc. and not to any of our subsidiaries. The debt securities that we may issue will be unsecured, direct, general obligations of Solutia. The debt securities may be fully and unconditionally guaranteed on a senior or subordinated basis, jointly and severally by one or more of our subsidiaries. We may issue either senior debt securities or subordinated debt securities. Our senior debt securities will rank equally with all other unsecured and unsubordinated indebtedness of Solutia. Our subordinated debt securities will be subordinated in right of payment to the prior payment in full of the "senior debt" of Solutia, as described below under "Subordination of Subordinated Debt Securities" beginning on page 10 and in the prospectus supplement applicable to any subordinated debt securities that we may offer. As required by federal law for all bonds and notes publicly offered by companies, the debt securities will be issued under a document called an "indenture." An indenture is a contract between us and a corporate trustee. The trustee has two main roles. First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf described under "Remedies If an Event of Default Occurs" beginning on page 15. Second, the trustee performs administrative duties for us, such as sending your interest payments, transferring your securities to a new buyer if you sell and sending you notices. - 7 - We will issue any senior debt securities under a "senior debt indenture," and any subordinated debt securities under a separate "subordinated debt indenture." Each indenture will be between Solutia and a trustee that meets the requirements of the Trust Indenture Act of 1939. For purposes of the descriptions in this section, we may refer to the senior debt indenture and the subordinated debt indenture as an "indenture" or, collectively, as the "indentures." The indentures do not limit the amount of debt securities that may be issued under them. We may issue the debt securities from time to time in one or more series. We are not required to issue all of the debt securities of one series at the same time and, unless otherwise provided in the applicable indenture or prospectus supplement, we may reopen a series and issue additional debt securities of that series without the consent of the holders of the outstanding debt securities of that series. The prospectus supplement for any particular debt securities will indicate whether the debt securities are senior debt securities or subordinated debt securities and describe the specific terms of the debt securities. Because this summary and the summary in any prospectus supplement do not contain all of the information you might find useful, you should read the applicable indenture for provisions that may be important to you. In the summaries we include in parentheses references to sections of the indentures so that you can easily locate these provisions. The indentures are substantially identical, except that our covenants described in the second paragraph under "Consolidation, Merger or Sale of Assets" beginning on page 12 and under "Restrictive Covenants in Senior Debt Indenture" beginning on page 17 are included only in the senior debt indenture and the provisions relating to subordination described under "Subordination of Subordinated Debt Securities" beginning on page 10 are included only in the subordinated debt indenture. The forms of the indentures are exhibits to the registration statement. See "Where You Can Find More Information" beginning on page 1 to find out how you can obtain a copy of the registration statement. TERMS OF DEBT SECURITIES TO BE INCLUDED IN THE PROSPECTUS SUPPLEMENT The prospectus supplement for any series of debt securities that we may offer will state the price or prices at which the debt securities will be offered and will contain the specific terms of the debt securities of that series. These terms may include the following: o the title of the debt securities, whether they are senior debt securities or subordinated debt securities and, if subordinated, the terms of subordination; o the aggregate principal amount of the debt securities and any limit on that aggregate principal amount; o the date or dates on which the principal of the debt securities will be payable; o the interest rate or rates, if any, and the date or dates from which the interest accrues; o the dates on which the interest, if any, is payable and the regular record dates for the interest payment dates; - 8 - o the places where the principal of and any premium and any interest on the debt securities will be payable; o whether the offered debt securities are redeemable at our option and, if so, the redemption price or prices and other redemption terms and conditions; o whether we must redeem or purchase the offered debt securities according to any sinking fund or similar provision or at the option of the holder of the debt securities, and the period or periods within which, or the date and dates on which, the price or prices at which, and the other terms and conditions upon which the debt securities will be redeemed or purchased, in whole or in part, in accordance with that obligation; o if other than denominations of $1,000 and any integral multiple of $1,000, the denominations in which debt securities of the series will be issuable; o if other than the principal amount, the portion of the principal amount payable if the maturity of the debt securities is accelerated; o whether any index, formula or other method will determine payments of principal or interest and the manner of determining the amount of the payments; o if other than U.S. dollars, the currency, currencies or currency units in which the principal of, or any premium or interest on, debt securities of the series will be payable; o if the principal or any premium or interest is to be payable, at the election of Solutia or the holder, in a currency or currencies other than that or those in which the debt securities are stated to be payable, the currency or currencies in which the payment may be elected to be payable and the periods within which, and the terms and conditions upon which, the election is to be made; o whether we have the right to defer payments of interest by extending the interest payment period and the duration of any permissible extension; o whether the provisions relating to defeasance and covenant defeasance described under "Defeasance and Covenant Defeasance" beginning on page 20 apply; o if the debt securities will be issued in whole or in part in the form of a book-entry debt security, as described under the heading "Book-Entry Securities" beginning on page 23, the depositary for the debt securities and the terms and conditions, if any, upon which the book-entry debt securities may be registered for transfer or exchange in the name of a person other than the depositary or its nominee; o any addition to, or change in, the events of default described under "Remedies If an Event of Default Occurs" beginning on page 15; - 9 - o any addition to, or change in, the covenants in the indenture applicable to the debt securities; o if applicable, the terms of any right to convert or exchange the debt securities into common or preferred stock or depositary shares of Solutia; o whether the debt securities will be sold as part of units consisting of debt securities and other securities; o if applicable, the terms of any guarantee of debt securities; o if the debt securities are to be issued upon the exercise of warrants, the time, manner and place for the debt securities to be authenticated and delivered; and o any other terms consistent with the applicable indenture. We may issue some of the debt securities at a substantial discount below their principal amount as "original issue discount securities." "Original issue discount securities" means that less than the entire principal amount of the securities will be payable upon declaration of acceleration of their maturity. The applicable prospectus supplement will describe any material federal income tax consequences and other considerations that apply to original issue discount securities. Debt securities may bear interest at a fixed rate or a floating rate. Debt securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate and debt securities issued as part of units consisting of debt securities and other securities may be sold or deemed to be sold at a discount below their stated principal amount. If Solutia has the right to defer interest with respect to any debt securities, the holders of these debt securities may be allocated interest income for federal and state income tax purposes without receiving equivalent, or any, interest payments. Any material federal income tax considerations applicable to any discounted debt securities or to debt securities issued at par that are treated as having been issued at a discount for federal income tax purposes will be described in the applicable prospectus supplement. SUBORDINATION OF SUBORDINATED DEBT SECURITIES To the extent provided in the subordinated debt indenture, the payment of the principal of, and any premium and interest on, any subordinated debt securities, including amounts payable on any redemption or repurchase, will be subordinated in right of payment to the prior payment in full of all our "senior debt," as defined below. This means that in some circumstances, if we do not make payments on all of our debt obligations as they come due, the holders of our senior debt will be entitled to receive payment in full of all amounts that are due or will become due on our senior debt before the holders of subordinated debt securities will be entitled to receive any amounts on the subordinated debt securities. These circumstances include: o our filing for bankruptcy or the occurrence of other events in bankruptcy, insolvency or similar proceedings (Section 1302); - 10 - o any liquidation, dissolution or winding up of our company, or any assignment for the benefit of our creditors or marshaling of our assets (Section 1302); or o acceleration of the maturity of the subordinated debt securities. For example, the entire principal amount of a series of subordinated debt securities may be declared to be due and immediately payable or may be automatically accelerated due to an event of default as described under "Remedies If an Event of Default Occurs" beginning on page 15. (Section 1303) In addition, we are not permitted to make payments of principal, any premium or interest on the subordinated debt securities if we default in our obligation to make payments on any senior debt beyond any applicable grace period and do not cure that default, or if an event of default that permits the holders of any senior debt or a trustee on their behalf to accelerate the maturity of the senior debt occurs, or if any judicial proceeding is pending with respect to a payment default or event of default of this kind with respect to senior debt. (Section 1303) These subordination provisions mean that if we are insolvent, a holder of our senior debt may ultimately receive out of our assets more than a holder of the same amount of our subordinated debt. "Senior debt" means the principal of, any premium and unpaid interest on all of our present and future: o indebtedness for money that we borrow; o obligations represented by our bonds, debentures, notes or similar instruments; o indebtedness incurred, assumed or guaranteed when we acquire any business, property or assets except purchase-money indebtedness classified as accounts payable under generally accepted accounting principles; o obligations that we owe as a lessee under leases that generally accepted accounting principles require us to capitalize on our balance sheet; o reimbursement obligations under letters of credit relating to indebtedness or other obligations of the kind referred to in the four bullets above; and o obligations under our guarantees of the indebtedness or obligations of others of the kind referred to in the five bullets above. Senior debt does not include any indebtedness that expressly states in the instrument creating or evidencing it that it is not superior in right of payment to the subordinated debt securities. Senior debt also does not include any subordinated debt securities. The applicable prospectus supplement may further describe the provisions applicable to the subordination of the subordinated debt securities of a particular series. The applicable - 11 - prospectus supplement will describe the approximate amount, on a recent date, of senior debt outstanding to which the subordinated debt securities of that series will be subordinated. Neither indenture limits the amount of senior debt we are permitted to have, and we may incur additional senior debt after the issuance of any subordinated debt securities. CONVERSION OR EXCHANGE OF DEBT SECURITIES The applicable prospectus supplement will describe the terms, if any, on which a series of debt securities may be converted into or exchanged for Solutia common or preferred stock or depositary shares. These terms will include whether the conversion or exchange is mandatory, or is at Solutia's option or the option of the holder. We will also describe in the applicable prospectus supplement how we will calculate the number of securities that holders of debt securities would receive if they were to convert or exchange their debt securities, the conversion price, any other terms related to conversion and any anti-dilution protections. CONSOLIDATION, MERGER OR SALE OF ASSETS The indentures generally permit Solutia to consolidate with or merge into another company. They also permit us to sell substantially all our assets to another company. However, we may not take any of these actions unless the following conditions are met (Section 801): o If we merge out of existence or sell our assets, the other company may not be organized under a foreign country's laws. In other words, the other company must be a corporation, partnership, limited liability company or trust organized under U.S. state or federal law or the laws of the District of Columbia. In addition, the other company must agree to be legally responsible for the debt securities; and o The merger, sale of assets or other transaction must not cause a default on the debt securities. For purposes of this no-default test, a default would include any event of default described below under "Remedies If an Event of Default Occurs" beginning on page 15 that has occurred and is continuing. A default for this purpose would also include any event that would be an event of default if the requirement for giving us default notice or the requirement that the default had to exist for a specific period of time was disregarded. It is possible that the merger, sale of assets or other transaction would cause some of our property to become subject to a mortgage or other legal mechanism giving some lenders rights in that property that are preferential to the rights of other lenders if we fail to pay back the lenders who benefit from the mortgage or other legal mechanism. In the senior debt indenture, we have promised to limit these preferential rights on our property, called "liens," as discussed below under "Restriction Upon Liens" beginning on page 17. If a merger or other transaction would create any liens on our property, we must comply with the covenant on restrictions upon liens. We would do this either by creating only liens permitted by the covenant or by granting an equivalent or higher ranking lien on the same property to the holders of the senior debt securities. (Section 802) - 12 - If we merge out of existence or sell substantially all our assets, the surviving or acquiring entity will be substituted for Solutia in the indentures with the same effect as if it had been an original party to the indentures. After a merger or sale of substantially all our assets, the surviving or acquiring entity may exercise Solutia's rights and powers under each indenture, and Solutia will be released from all its liabilities and obligations under the indenture and under the debt securities. (Section 803 in the senior debt indenture and Section 802 in the subordinated debt indenture) MODIFICATION AND WAIVER MODIFICATION There are three types of changes we can make to the indentures and the debt securities. CHANGES REQUIRING APPROVAL OF ALL HOLDERS. First, there are changes that cannot be made to either indenture and the debt securities issued under that indenture without the approval of the holder of each debt security affected by the changes (Section 902): o change the stated maturity of the principal of or interest on any debt security; o reduce any amounts due on any debt security; o reduce the amount of principal payable upon acceleration of the maturity of a debt security following a default; o change the place or currency of payment on any debt security; o impair the right of the holders to sue for payment; o impair any right that a holder of a debt security may have to exchange or convert the debt security for or into our common stock, preferred stock or depositary shares; o reduce the percentage of the securities of any series whose holders' consent is needed to modify the indenture; o reduce the percentage of the securities of any series whose holders' consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults; o in the case of subordinated debt securities, modify the ranking or priority of the securities in a way that is adverse to the holders in any material respect; or o modify any aspect of the provisions dealing with modification and waiver of the indenture, except to increase any required percentage referred to above or to add - 13 - to the provisions that cannot be changed or waived without consent of the holder of each affected debt security. CHANGES REQUIRING CONSENT BY THE HOLDERS OF 66 2/3% OF THE DEBT SECURITIES OF EACH AFFECTED SERIES. The second type of change to either indenture and the debt securities issued under that indenture requires a vote in favor by holders owning 66 2/3% of the principal amount of the debt securities of each series affected by the change. Most changes fall into this category, except for clarifying changes and certain other changes that would not adversely affect holders of the debt securities in any material respect. (Section 902) CHANGES NOT REQUIRING APPROVAL. The third type of change does not require any consent by holders of the debt securities. This type is limited to clarifications and other changes that would not adversely affect holders of the debt securities in any material respect and changes that affect only debt securities to be issued under the indenture after the changes take effect. (Section 901) WAIVER A vote in favor by holders owning a majority of the principal amount of the debt securities of an affected series would be required for us to obtain a waiver of all or part of the restrictive covenants described below under "Restrictive Covenants in Senior Debt Indenture" beginning on page 17 or a waiver of a past default with respect to the series. However, we cannot obtain a waiver of a payment default or any other aspect of either indenture or the debt securities listed above under "Changes Requiring Approval of All Holders" beginning on page 13 unless we obtain the individual consent of each holder of securities affected by the change. (Sections 513 and 1011) RULES CONCERNING VOTING When taking a vote, we will use the following rules to decide how much principal amount to attribute to a debt security (Section 101): o For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these securities were accelerated to that date because of a default. o For debt securities whose principal amount is not known, because, for example, it is based on an index, we will use a special rule described in the prospectus supplement. o For debt securities denominated in one or more foreign currencies or currency units, we will use the U.S. dollar equivalent. Debt securities will not be considered outstanding and will, therefore, not be eligible to vote if we have deposited or set aside in trust for the holders money for their payment or redemption. In addition, securities will not be eligible to vote if they have been fully defeased as described under "Defeasance and Covenant Defeasance -- Full Defeasance" beginning on page 20. - 14 - Also, securities that we or our affiliates own will not be considered outstanding. However, securities so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the trustee's satisfaction the pledgee's right to vote with respect to the securities and that the pledgee is not one of the persons referred to in the preceding sentence. In certain circumstances, we or the trustee will be entitled to set a record date for action by holders. If we or the trustee set a record date for a vote or other action to be taken by holders of a particular series of debt securities, that vote or action may be taken only if holders of the required percentage of outstanding debt securities vote within 90 days of the record date to approve taking the action. REMEDIES IF AN EVENT OF DEFAULT OCCURS If you are the holder of a subordinated debt security, all the remedies available upon the occurrence of any event of default under the subordinated debt indenture will be subject to the restrictions on the subordinated debt securities described above under "Subordination of Subordinated Debt Securities" beginning on page 10. Each indenture defines an "event of default" with respect to the debt securities of any series to mean any of the following (Section 501): o our failure to pay interest on a debt security of that series within 30 days after its due date; o our failure to pay the principal of, or any premium on, a debt security of that series at its due date, and continuance of that failure for a period of 30 days if the security became due by its terms as a result of a sinking fund provision; o our failure to deposit any sinking fund payment with respect to debt securities of that series within 30 days after it becomes due; o our failure to perform, or breach of, any other covenant or warranty of Solutia in the indenture with respect to debt securities of that series that continues for 90 days after a written notice to us by the applicable trustee or to us and the trustee by the holders of at least 25% of the principal amount of the outstanding debt securities of that series stating that we are in default; o our filing for bankruptcy or the occurrence of other specific events of bankruptcy, insolvency, or reorganization; and o the occurrence of any other event of default with respect to any debt securities of that series described in the prospectus supplement. If an event of default applicable to any series of debt securities then outstanding occurs and continues, the applicable trustee or the holders of at least 25% of the principal amount of the outstanding debt securities of that series will have the right to declare the entire principal of all the debt securities of that series to be due and payable immediately. If the event of default - 15 - occurs because of specified events in bankruptcy, insolvency or reorganization relating to Solutia, the entire principal amount of the debt securities of that series will be automatically accelerated, without any action by the trustee or any holder. Each of the situations described above is called a declaration of acceleration of maturity. Under certain circumstances, the holders of a majority of the principal amount of the securities of that series may cancel the declaration of acceleration of maturity and waive the past defaults. (Sections 502 and 513) For most defaults under either indenture with respect to any series of debt securities, the trustee will be required to give to the holders of the securities of the series notice of a default known to it within 90 days of the occurrence of the default. For these purposes, a default is defined as the occurrence of any of the events set forth in the events of default in the indenture, without any grace periods and regardless of notice. For defaults described in the fourth bullet from the top in this subsection, the trustee is not to give notice until at least 30 days after the occurrence of the default. The trustee may withhold notice of any default, except in the payment of principal or interest or any sinking fund installment, if it decides in good faith that withholding notice is in the interests of the holders. (Section 602) Generally, the trustee is not required to take any action under the relevant indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liabilities. This protection is called an "indemnity." (Section 603) If they provide this indemnity, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee to exercise any other action permitted under the applicable indenture. The trustee may decline to act if the direction given is contrary to law or the applicable indenture. (Section 512) Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur (Section 507): o You must give the trustee written notice that an event of default has occurred and is continuing; o The holders of not less than 25% in principal amount of all outstanding securities of the relevant series must make a written request that the trustee take action because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; o The trustee must not have taken action for 60 days after receipt of the above notice, request and offer of indemnity; and o During those 60 days, the holders of a majority in principal amount of the debt securities of the relevant series must not have given the trustee directions that are inconsistent with the written request of the holders of not less than 25% in principal amount of the debt securities of the relevant series. - 16 - However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt security on or after its due date. (Section 508) COVENANTS Under each indenture, we have agreed to: o pay the principal of and any premium and interest on the debt securities when due (Section 1001); o maintain a place of payment (Section 1002); o deposit sufficient funds with the paying agent on or before the due date for any principal, interest or premium payment, or, if Solutia acts as its own paying agent, segregate the funds and hold them in trust for the benefit of the holders of the debt securities (Section 1003); o maintain Solutia's corporate existence, except as described under "Consolidation, Merger or Sale of Assets" beginning on page 12 (Section 1007); o make repairs to our principal manufacturing facilities in the United States (unless we determine that the facility is no longer necessary for our business) (Section 1005); o pay all material taxes and other specified claims (except those Solutia is contesting in good faith) when due (Section 1004); and o deliver a certificate to the trustee each year about Solutia's compliance with its obligations under the indenture (Section 1006). RESTRICTIVE COVENANTS IN SENIOR DEBT INDENTURE RESTRICTION UPON LIENS. Some of our property and the property of our subsidiaries may be subject to a mortgage or other legal mechanism that gives some of our lenders preferential rights in those assets over other lenders, including the holders of our debt securities, and over our general creditors if we fail to pay them back. These preferential rights are called "liens." Under the senior debt indenture, we promise that we and our Restricted Subsidiaries will not become obligated on any new debt that is secured by a lien on any Principal Property or on any shares of stock or debt of any of our Restricted Subsidiaries unless we grant an equivalent or higher ranking lien on the same property to the holders of our senior debt securities. We do not need to comply with this restriction if the amount of all debt that would be secured by liens on Principal Properties is less than 15% of our Consolidated Net Tangible Assets. Liens on Principal Properties include the new debt and all "Attributable Debt," as described under "Restriction Upon Sales and Leasebacks" beginning on page 18, which results from a sale and leaseback transaction involving Principal Properties that is entered into after the date of the senior debt indenture, but excludes sale and leaseback transactions the proceeds of - 17 - which are applied to purchase a new Principal Property or retire Funded Debt as described under "Restriction Upon Sales and Leasebacks" beginning below on this page. This restriction on liens does not apply to debt secured by certain types of liens, and we can disregard this debt when we calculate the limits imposed by this restriction. These types of liens include: o Liens that existed as of the date of the senior debt indenture; o Liens on the property of any of our Restricted Subsidiaries, or on their shares of stock or debt, if those liens existed at the time the corporation became our Restricted Subsidiary; o Liens on property that existed at the time Solutia acquired the property or that Solutia granted in order to purchase the property, sometimes called "purchase money mortgages"; o Liens to secure the cost of exploration, drilling, development, operation, construction, alteration, repair or improvement of properties that are not then Principal Properties; o Liens in favor of U.S. governmental bodies that we granted in order to assure our payments to these bodies or that we owe by law or because of a contract; o Liens in favor of Solutia or our Restricted Subsidiaries; o Certain liens in connection with legal proceedings or arising in the ordinary course of business and not in connection with the borrowing of money; and o Liens that extend, renew or replace any of the listed types of liens. In addition, production payments and other similar financial arrangements with regard to oil, gas and mineral properties are not considered liens securing indebtedness for money borrowed. (Section 1008) RESTRICTION UPON SALES AND LEASEBACKS. Under the senior debt indenture, we promise that neither we nor any of our Restricted Subsidiaries will enter into any sale and leaseback transaction involving a Principal Property unless we comply with this covenant. A "sale and leaseback transaction" is generally an arrangement between us or a Restricted Subsidiary and a lender in which we or the Restricted Subsidiary sell a property to the lender and then lease it back from the lender more than 120 days after the property has been acquired or constructed and full operation has begun. Sales and leasebacks of a facility to the extent financed with Industrial Development Bonds are not included in the definition. - 18 - This restriction on sales and leasebacks does not apply to a sale and leaseback: o completed within 120 days after the acquisition or completion of construction of the property and the beginning of its full operation; o if we or our Restricted Subsidiary could grant a lien on the Principal Property in an amount equal to the Attributable Debt for the sale and leaseback transaction without being required to grant an equivalent or higher ranking lien to the holders of the senior debt securities under the "Restriction Upon Liens" described beginning on page 17; o that is between Solutia and one of its Restricted Subsidiaries or between Restricted Subsidiaries; or o that involves a lease with a period of three years or less by the end of which we intend to discontinue use of the relevant Principal Property. Solutia can comply with this covenant if it applies, within 120 days of the transaction, an amount that equals the fair market value of the Principal Property that we lease in the transaction to (a) purchase another Principal Property or (b) retire Funded Debt, subject to credits for certain voluntary retirements of debt securities and Funded Debt we may make. (Section 1009) DEFINITIONS USED IN RESTRICTION UPON LIENS AND RESTRICTION UPON SALES AND LEASEBACKS. Following are the meanings of the terms that are important in understanding the two restrictive covenants described above beginning on page 17: "Attributable Debt" means the total net amount of rent (discounted to present value at an annual rate equal to the discount rate that would apply to a capital lease obligation with the same term) that is required to be paid during the remaining term of a lease. "Consolidated Net Tangible Assets" means the total amount of assets (less reserves and other permitted deductible items) after subtracting all current liabilities (other than those which Solutia by their terms may choose to renew or extend beyond 12 months from the date of determination) and all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and similar intangible assets, as these amounts appear on our most recent consolidated balance sheet and computed in accordance with generally accepted accounting principles. "Funded Debt" means all debt for borrowed money, or evidenced by a bond, debenture, note or similar document, that: o has a maturity of more than 12 months from the date on which the calculation of Funded Debt is made; or o has a maturity of less than 12 months from that date but is by its terms renewable or extendible beyond 12 months from that date at the option of the borrower. - 19 - It also includes commercial paper that is accounted for as long-term debt on Solutia's balance sheet. "Industrial Development Bonds" means obligations issued or guaranteed by, or supported by the full faith and credit of, a governmental entity or authority in the United States. "Principal Property" means any building, structure or other facility, and the land on which it sits and its associated fixtures, that we use primarily for manufacturing and that is located in the United States, which has a book value, before depreciation, of greater than 3% of Consolidated Net Tangible Assets, other than a building, structure or other facility that we have determined is not of material importance to the total business that we and our Restricted Subsidiaries conduct or that is financed by Industrial Development Bonds. "Restricted Subsidiary" means any subsidiary of Solutia that owns any Principal Property. A "subsidiary" is any person in which we and/or one or more of our other subsidiaries owns more than 50% of the voting power of the "voting stock." "Voting stock" of any person means capital stock issued by a corporation, or equivalent interests (including partnership, membership, trust or other ownership or beneficial interests) in any other person, having ordinary voting power for the election of directors (or persons performing similar functions) of that person, whether at all times or only so long as no other class of securities of that person has voting power of that kind by reason of the occurrence of any contingency. DEFEASANCE AND COVENANT DEFEASANCE The following discussion of defeasance and covenant defeasance will be applicable to your series of debt securities only if we choose to have them apply to that series. If we do so choose, we will state that in the prospectus supplement. FULL DEFEASANCE If there is a change in federal tax law, as described below, we can legally release ourselves from any payment or other obligations on the debt securities of a series (called "full defeasance") on the 91st day after the date of the deposit referred to in the first bullet below if we satisfy the conditions below. (Section 403): o We must deposit in trust for the benefit of all holders of the debt securities a combination of money and U.S. government obligations or U.S. government agency obligations unconditionally guaranteed by the United States (or if the debt securities are in a foreign currency, foreign government securities in the same foreign currency) that will generate enough cash to pay principal and any premium and any interest on the debt securities on their various due dates. o There must be a change in current federal tax law or an IRS ruling that lets us make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. Under current federal tax law, the deposit and our legal release from the debt securities would be treated as though we took back your debt securities - 20 - and gave you your share of the cash and notes or bonds deposited in trust. In that event, you could recognize gain or loss on the debt securities you give back to us. o We must deliver to the trustee a legal opinion of our counsel confirming the tax law change described above. o In the case of any subordinated debt securities, at the time of the deposit referred to above, no payment default on any senior debt may have occurred and be continuing, no acceleration of the maturity of any senior debt upon any event of default may have occurred and be continuing and no other event of default with respect to any senior debt may have occurred and be continuing permitting (after notice or lapse of time or both) the holders of the senior debt or a trustee on their behalf to accelerate the maturity of the senior debt. o We must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that the above conditions and all other conditions to defeasance under the applicable indenture have been complied with. If we ever fully defeased your debt securities, you would have to rely solely on the trust deposit for repayment on the debt securities. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever become bankrupt or insolvent. If the debt securities are subordinated debt securities, their holders would be released from the subordination provisions described under "Subordination of Subordinated Debt Securities" beginning on page 10. COVENANT DEFEASANCE Under current federal tax law, we can make the same type of deposit described above and be released from the restriction on liens and restriction on sales and leaseback described under "Restrictive Covenants in Senior Debt Indenture" beginning on page 17 and any other restrictive covenants relating to your debt security that may be described in your prospectus supplement. The release from these covenants is called "covenant defeasance." In that event, you would lose the protection of these covenants, and any omission to comply with them would not constitute an event of default. You would, however, gain the protection of having money and securities set aside in trust to repay the debt securities. If the debt securities are subordinated, their holders would be released from the subordination provisions described above under "Subordination of Subordinated Debt Securities" beginning on page 10. In order to achieve covenant defeasance, we must do the following (Section 1010): o We must deposit in trust for the benefit of all holders of the debt securities a combination of money and U.S. government obligations or U.S. government agency obligations unconditionally guaranteed by the United States (or if the debt securities are in a foreign currency, foreign government securities in the same foreign currency) that will generate enough cash to pay principal and any premium and any interest on the debt securities on their various due dates. - 21 - o We must deliver to the trustee a legal opinion of our counsel confirming that under current federal income tax law we may make that deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. o In the case of any subordinated debt securities, at the time of the deposit referred to above, no payment default on any senior debt may have occurred and be continuing, no acceleration of the maturity of any senior debt upon any event of default may have occurred and be continuing and no other event of default with respect to any senior debt may have occurred and be continuing permitting (after notice or lapse of time or both) the holders of the senior debt or a trustee on their behalf to accelerate the maturity of the senior debt. o We must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that the above conditions and all other conditions to defeasance under the applicable indenture have been complied with. If we accomplish covenant defeasance with regard to your debt securities, the following provisions of the applicable indenture and the debt securities would no longer apply: o If your debt securities are senior debt securities, our promises about restriction of liens and restriction against sales and leasebacks described under "Restrictive Covenants in Senior Debt Indenture" beginning on page 17. o Any other covenants applicable to the series of debt securities described in the prospectus supplement. o The condition regarding the treatment of liens when we merge or engage in similar transactions as described above under "Consolidation, Merger or Sale of Assets" beginning on page 12. o The events of default relating to breach of covenants described above under "Remedies If an Event of Default Occurs" beginning on page 15. o If the securities are subordinated, the subordination provisions of the debt securities described above under "Subordination of Subordinated Debt Securities" beginning on page 10. If we accomplish covenant defeasance, the holders of the debt securities could still look to us for repayment of those securities if there were a shortfall in the trust deposits. If a remaining event of default occurred and the debt securities became immediately due and payable, there could be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall. - 22 - LEGAL OWNERSHIP STREET NAME AND OTHER INDIRECT OWNERS Investors who hold securities in accounts at banks or brokers will generally not be recognized by us as legal holders of securities. This is called holding in "street name." Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its securities. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the securities, either because they agree to do so in their customer agreements or because they are legally required to. If you hold securities in street name, you should check with your own institution to find out: o How it handles securities payments and notices. o Whether it imposes fees or charges. o How it would handle voting if ever required. o Whether and how you can instruct it to send you securities registered in your own name so you can be a holder as described below. o How it would pursue rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests. REGISTERED HOLDERS Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, run only to persons who are registered as holders of securities. As noted above, we do not have obligations to you if you hold securities in street name or by other indirect means, either because you choose to hold securities in that manner or because the securities are issued in the form of book-entry securities as described below. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to you as a street name customer but does not do so. BOOK-ENTRY SECURITIES WHAT IS A BOOK-ENTRY SECURITY? A book-entry security is a special type of indirectly held security, as described above under "Street Name and Other Indirect Owners". If we choose to issue securities in the form of book-entry securities, the ultimate beneficial owners can only be indirect owners. We do this by requiring that the book-entry security be registered in the name of a financial institution we select and by requiring that the securities included in the book-entry security not be transferred to the name of any other holder unless the special circumstances described below occur. The financial institution that acts as the sole holder of the book-entry security is called the "depositary." Any person wishing to own a security must do so indirectly by means of an account with a broker, bank or other financial institution that in turn has an - 23 - account with the depositary. The prospectus supplement indicates whether your series of securities will be issued only in the form of book-entry securities. SPECIAL INVESTOR CONSIDERATIONS FOR BOOK-ENTRY SECURITIES. As an indirect owner, an investor's rights relating to a book-entry security will be governed by the account rules of the investor's financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize this type of investor as a holder of securities and instead deal only with the depositary that holds the book-entry security. An investor should be aware that if securities are issued only in the form of book-entry securities: o The investor cannot get securities registered in his or her own name and cannot receive physical certificates for his or her interest in the securities, except in the special situations we describe below. o The investor will be a street name owner and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities. See "Street Name and Other Indirect Owners" beginning on page 23 for information about these procedures. o The investor may not be able to sell interests in the securities to some insurance companies and other institutions that are required by law to own their securities in the form of physical certificates. o The investor may not be able to pledge his or her interest in the securities in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective. o The depositary's policies will govern payments, transfers, exchanges and other matters relating to the investor's interest in the book-entry security. We and the trustee have no responsibility for any aspect of the depositary's actions or for its records of ownership interests in the book-entry security. We and the trustee also do not supervise the depositary in any way. o The depositary will require that interests in a book-entry security be purchased or sold within its system using same-day funds and your broker or bank may require you to do so as well. SPECIAL SITUATIONS WHEN A BOOK-ENTRY SECURITY WILL BE TERMINATED. In a few special situations described below, a book-entry security will terminate and interests in it will be exchanged for physical certificates representing the securities it represented. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own bank or brokers to find out how to have their interests in securities transferred to their own name, so that they will be holders. The rights of street name - 24 - investors and holders in the securities are described under "Street Name and Other Indirect Owners" beginning on page 23 and "Registered Holders" on page 23. The special situations for termination of a book-entry security are (Section 305): o If the depositary notifies us that it is unwilling or unable to continue as depositary, or ceases to be a clearing agency registered under applicable law, and we have not appointed a successor depositary within 90 days. o If we notify the trustee that we wish to terminate the book-entry security. o If an event of default on the securities has occurred and is continuing. Defaults are discussed above under "Remedies If an Event of Default Occurs" beginning on page 15. The prospectus supplement may also list additional situations for terminating a book-entry security that would apply only to the particular series of securities covered by the prospectus supplement. If a book-entry security is terminated, only the depositary, and not we or the trustee, is responsible for deciding the names of the institutions in whose names the debt securities represented by the book-entry security will be registered and, therefore, who will be the holders of those securities. CERTIFICATED DEBT SECURITIES If we issue certificated debt securities, they will be registered in the name of the holder of the debt security. Holders may transfer or exchange these certificated debt securities without the payment of any service charge, other than any tax or other governmental charge, by contacting the trustee. (Section 305) We will pay principal of, and any premium and interest on, certificated debt securities at designated places, or we may choose to make these payments by check mailed to the persons in whose names the debt securities are registered or by wire transfer to their accounts, on days specified in the prospectus supplement. (Section 202) GOVERNING LAW The indentures and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York. (Section 112) ABOUT THE TRUSTEE AND PAYING AGENT The JPMorgan Chase Bank will be the trustee under both the senior debt indenture and the subordinated debt indenture. - 25 - We maintain banking relationships in the ordinary course of business with JPMorgan Chase. JPMorgan Chase is a lending bank under a revolving credit agreement with Solutia and acts as the issuing and paying agent for our commercial paper programs. JPMorgan Chase is also the trustee under an indenture relating to other senior indebtedness of Solutia. An affiliate of JPMorgan Chase is one of the investment banks that advise us on merger and acquisition activities. If an event of default, or an event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded, occurs, the trustee may be considered to have a conflicting interest with respect to the securities offered by this prospectus and any accompanying prospectus supplement, or with respect to the securities outstanding under that other indenture, for purposes of the Trust Indenture Act of 1939. In that case, the trustee may be required to resign as trustee under the indenture under which the securities offered by this prospectus and any accompanying prospectus supplement will be issued, and we would be required to appoint a successor trustee. At any time, the trustee under either indenture may resign or be removed by the holders of at least a majority in principal amount of any series of the outstanding debt securities of that indenture. If the trustee resigns, is removed or becomes incapable of acting as trustee, or if a vacancy occurs in the office of the trustee for any reason, a successor trustee will be appointed in accordance with the provisions of the indenture. The trustee will act as paying agent for the debt securities unless a different paying agent is identified in any prospectus supplement. DESCRIPTION OF COMMON STOCK The following description summarizes the terms of the common stock that we may issue. Because the description below and in any prospectus supplement does not contain all of the information that you may find useful, you should read our Restated Certificate of Incorporation, our by-laws and our Rights Agreement for all of the terms of our common stock. See "Where You Can Find More Information" beginning on page 1 to find out how you can obtain a copy of these documents. Our Restated Certificate of Incorporation provides that we have authority to issue 600,000,000 shares of our common stock, par value $0.01 per share. We also have authority to issue 10,000,000 shares of our preferred stock, par value $0.01 per share. We describe the preferred stock under the heading "Description of Preferred Stock" beginning on page 30. TERMS OF THE COMMON STOCK On February 25, 2002, there were 104,604,349 shares of common stock issued and outstanding, 13,796,286 shares held as treasury shares, and 28,751,746 shares reserved for issuance under Solutia's stock option plans. VOTING RIGHTS. Each holder of shares of our common stock is entitled to attend all special and annual meetings of our stockholders. Except for any special voting rights of any series of preferred stock that we may issue in the future, the holders of our common stock have - 26 - one vote for each share held on all matters voted upon by our stockholders, including the election of our directors. Holders of common stock may not cumulate their votes in elections of directors. DIVIDEND RIGHTS. Except for any preferential rights of holders of any preferred stock that may then be issued and outstanding, holders of our common stock are entitled to receive dividends when declared by our board of directors from legally available funds. LIQUIDATION RIGHTS. In the event of a liquidation, whether voluntary or involuntary, of Solutia, the holders of our common stock will be entitled to receive, proportionally according to the number of shares held by each, all assets of Solutia remaining for distribution after payment to creditors and the holders of any issued and outstanding preferred stock of the full preferential amounts to which they are entitled. NO PREEMPTIVE RIGHTS OR RIGHT OF REDEMPTION. Other than the rights discussed under "Shareholder Rights Plan" below, holders of our common stock do not have preemptive rights to subscribe for and purchase any new or additional issue of common stock or securities convertible into common stock. Shares of our common stock are not subject to redemption. STOCK EXCHANGE LISTING AND TRANSFER AGENT. The outstanding shares of our common stock are listed on the New York Stock Exchange. The transfer agent and registrar of our common stock is EquiServe Trust Company, N.A. SHAREHOLDER RIGHTS PLAN We have had a shareholder rights plan in effect since we became an independent, publicly held company. Before September 1, 1997, the date upon which Monsanto distributed all of the outstanding shares of Solutia stock as a dividend to Monsanto's stockholders, our board of directors declared a dividend of one preferred share purchase right on each share of our common stock issued in the distribution and authorized the issuance of one right for each share of common stock issued after September 1, 1997, until the earliest of the date the rights become exercisable, the date Solutia redeems the rights and the termination date of the rights plan. The rights become exercisable on the earlier of (a) ten days after a public announcement that a person or group has acquired beneficial ownership of 20% or more of Solutia's outstanding common stock, or (b) ten business days (or such later date as determined by Solutia's board of directors) after the commencement of a tender or exchange offer, or the announcement of an intention to commence a tender or exchange offer, that would result in beneficial ownership of 20% or more of Solutia's outstanding common stock. Before the rights become exercisable, the board of directors is generally authorized to reduce the 20% thresholds to not less than the greater of (x) the sum of .001% and the largest percentage of the outstanding common stock then known by Solutia to be beneficially owned by any person and (y) 10%. If the rights become exercisable, each right entitles the registered holder to purchase from Solutia one one-hundredth of a share of Series A Junior Participating Preferred Stock at a price of $125 per one one-hundredth of a share, subject to adjustment. In addition, upon the occurrence of certain events, and upon payment of the then current purchase price, the rights may "flip in" and entitle holders to buy Solutia common stock, or "flip over" and entitle holders - 27 - to buy common stock in an acquiring entity, in such amount that the market value of the purchased stock of Solutia or the acquiring entity is equal to twice the then current purchase price of that stock under the rights . In addition, under certain conditions, Solutia's board of directors may, at its option, exchange part or all of the rights for shares of Solutia common stock at an exchange ratio of one share for every right, subject to adjustment. The rights are nonvoting and may be redeemed by Solutia for one cent per right, subject to adjustment, at any time before any person or group acquires beneficial ownership of 20% or more of Solutia's outstanding common stock. The rights expire September 1, 2007. Because this summary of the rights does not contain all of the information that you may find useful, you should read the Rights Agreement for all the terms applicable to the rights. See "Where You Can Find More Information" beginning on page 1 to find out how you can obtain a copy of the Rights Agreement. PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS Various provisions of the Delaware General Corporation Law and Solutia's Restated Certificate of Incorporation and by-laws, as well as the shareholder rights plan described beginning on page 27, may make more difficult the acquisition of control of Solutia by means of a tender offer, open market purchases, a proxy fight or other means that are not approved by Solutia's board of directors. See "Where You Can Find More Information" beginning on page 1 to find out how you can obtain a copy of Solutia's Restated Certificate of Incorporation and by-laws. SHAREHOLDER RIGHTS PLAN AND BUSINESS COMBINATIONS UNDER DELAWARE LAW As described under "Shareholder Rights Plan" beginning on page 27, we have adopted a shareholder rights plan that has the effect of providing our stockholders with the right to purchase shares of our common stock, or securities of an acquiring company, at half the market price under certain circumstances involving a potential change in control of Solutia that has not been approved by our board of directors. In addition, the Delaware General Corporation Law provides that any beneficial owner of 15% or more of Solutia's voting stock is prohibited, without the prior approval of the board of directors, from entering into any business combination with Solutia for three years from the date that 15% ownership interest is acquired unless the combination otherwise satisfies Section 203 of the Delaware General Corporation Law. CHARTER AND BY-LAW PROVISIONS The following provisions of our Restated Certificate of Incorporation and by-laws could have an antitakeover effect: CLASSIFIED BOARD OF DIRECTORS; VACANCIES; AND LIMITATIONS ON REMOVAL OF DIRECTORS. Our Restated Certificate of Incorporation classifies our board of directors into three classes and provides that, subject to any rights of the holders of preferred stock, only a majority of the board of directors then in office has the authority to fill any vacancies on our board of directors. Directors may be removed from office only with cause and only by the affirmative vote of the - 28 - holders of at least 80% of the voting power of the then outstanding shares of Solutia stock entitled to vote generally in the election of directors. NO WRITTEN CONSENT OR CALLING OF SPECIAL MEETINGS BY STOCKHOLDERS. Our Restated Certificate of Incorporation provides that any action required or permitted to be taken by our stockholders must be taken at a duly called annual or special meeting of our stockholders and explicitly prohibits stockholder action by written consent instead of a meeting. A vote of the holders of 80% of the voting power of the then outstanding shares of Solutia stock entitled to vote generally in the election of directors is required to amend these provisions. In addition, our by-laws provide that, subject to the rights of holders of preferred stock, only our chairman of the board, our president or our board of directors can call a special meeting. ADVANCE NOTICE PROVISION. Our by-laws provide for an advance notice procedure for the nomination, other than by our board of directors, of candidates for election as directors at an annual meeting of stockholders. Our by-laws also provide for an advance notice procedure for business, except for items of business included in our proxy statement, to be brought before an annual or special meeting of stockholders. Under these provisions, a stockholder must give us written notice that complies with the specifications of our by-laws of an intention to nominate a director for election at an annual meeting or bring other business before an annual or special meeting. To be timely, we must generally receive this notice not less than 90 days nor more than 120 days before the meeting. ABILITY TO ISSUE PREFERRED AND COMMON STOCK. Our Restated Certificate of Incorporation authorizes our board of directors to establish series of preferred stock and to determine for each series the designation, powers, preferences and special rights of the shares of the series and the qualifications, limitations and restrictions on these powers, preferences and special rights. In addition, we have available for issuance authorized but unissued shares of common stock. The authorized shares of preferred and common stock could be issued without action by our stockholders unless their action was required by law or the rules of any stock exchange on which Solutia may be listed. Our board of directors could issue preferred stock in one or more transactions with terms that might make the acquisition of a controlling interest in Solutia more difficult or costly. Our board could also issue additional authorized shares of common stock to defend Solutia against a hostile takeover bid by diluting the stock ownership of a potential acquiror, or our board could use the authorized but unissued shares in a private placement with purchasers who might side with our board of directors in opposing a specific change of control. AMENDMENT OF CHARTER PROVISIONS AND BY-LAWS. The affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Solutia stock entitled to vote generally in the election of directors would be required to amend the provisions of our Restated Certificate of Incorporation pertaining to classification of the board of directors, the number of directors, filling vacancies in the board of directors, removal of directors, and the requirement that stockholders can act only at annual or special meetings and not by written consent. In addition, the affirmative vote of at least 80% of the voting power of the then outstanding shares of Solutia stock entitled to vote generally in the election of directors would be required for our stockholders to adopt, amend or repeal any provision of our by-laws. - 29 - DESCRIPTION OF PREFERRED STOCK The following description summarizes the terms of the preferred stock that we may issue. The prospectus supplement for a particular series of preferred stock will describe the specific terms of that series. Because the description below and in any prospectus supplement does not contain all of the information you may find useful, you should read our Restated Certificate of Incorporation, the Certificate of Designations for the applicable series of preferred stock and our by-laws for all of the terms of the preferred stock. See "Where You Can Find More Information" beginning on page 1 to find out how you can obtain a copy of these documents. AUTHORITY OF THE BOARD TO ISSUE PREFERRED STOCK Our Restated Certificate of Incorporation authorizes our board of directors, from time to time and without further stockholder action, to provide for the issuance of up to 10,000,000 shares of preferred stock, par value $0.01 per share, in one or more series and for such consideration as the board may fix from time to time. The board has the authority to fix, before the issuance of any shares of preferred stock of a particular series, the designation, powers, preferences and special rights of the shares of the series and the qualifications, limitations and restrictions on those powers, preferences and special rights. On the date of this prospectus, no shares of preferred stock were outstanding, but 1,600,000 shares of Series A Junior Participating Preferred Stock were authorized and reserved for issuance under the shareholder rights plan described beginning on page 28. You should refer to the prospectus supplement relating to the series of preferred stock being offered for the specific terms of that series, including: o the title of the series and the number of shares in the series; o the price at which the preferred stock will be offered; o the dividend rate or rates or method of calculating the rates, the dates on which the dividends will be payable, whether or not dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends on the preferred stock being offered will cumulate; o the voting rights, if any, of the holders of shares of the preferred stock being offered; o the provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred stock being offered; o the liquidation preference per share; o the terms and conditions, if applicable, upon which the preferred stock being offered will be convertible into our common stock, including the conversion price, or the manner of calculating the conversion price, and the conversion period; - 30 - o the terms and conditions, if applicable, upon which the preferred stock being offered will be exchangeable for debt securities, including the exchange price, or the manner of calculating the exchange price, and the exchange period; o any listing of the preferred stock being offered on any securities exchange; o whether interests in the shares of the series will be represented by depositary shares; o a discussion of any material federal income tax considerations applicable to the preferred stock being offered; o the relative ranking and preferences of the preferred stock being offered as to dividend rights and rights upon liquidation, dissolution or winding up of Solutia's affairs; o any limitations on the issuance of any class or series of preferred stock ranking senior or equal to the series of preferred stock being offered as to dividend rights and rights upon liquidation, dissolution or winding up of Solutia's affairs; and o any additional rights, preferences, qualifications, limitations and restrictions of the series. The preferred stock of each series will rank senior to the common stock and the Series A Junior Participating Preferred Stock in priority of payment of dividends, and in the distribution of assets in the event of any liquidation, dissolution or winding up of Solutia, to the extent of the preferential amounts to which the preferred stock of the respective series will be entitled. Upon issuance, the shares of preferred stock will be fully paid and nonassessable, which means that its holders will have paid their purchase price in full and we may not require them to pay additional funds. Holders of preferred stock will not have any preemptive rights. The transfer agent and registrar for the preferred stock will be identified in the applicable prospectus supplement. DESCRIPTION OF DEPOSITARY SHARES We may elect to offer fractional interests in shares of preferred stock, rather than offer whole shares of preferred stock. If we choose to do this, we will provide for the issuance by a depositary to the public of receipts for depositary shares. Each depositary share will represent fractional interests of a particular series of preferred stock. The shares of any series of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company, which we will select. The bank or trust company must have its principal office in the United States and a combined capital and surplus of at least $500,000,000. The prospectus supplement relating to a series of depositary shares will state the name and address of the depositary. Unless otherwise - 31 - provided by the deposit agreement, each owner of depositary shares will be entitled, in proportion to the applicable fractional interests in shares of preferred stock underlying the depositary shares, to all the rights and preferences of the preferred stock underlying the depositary shares including dividend, voting, redemption, conversion and liquidation rights. The depositary shares will be evidenced by depositary receipts issued under the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional interests in shares of the related series of preferred stock in accordance with the terms of the offering described in the related prospectus supplement. DIVIDENDS AND OTHER DISTRIBUTIONS The depositary will distribute all cash dividends or other cash distributions received in respect of preferred stock to the record holders of depositary shares relating to the preferred stock in proportion to the numbers of the depositary shares owned by the holders on the relevant record date. The depositary will distribute only an amount, however, that can be distributed without attributing to any holder of depositary shares a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum received by the depositary for distribution to record holders of depositary shares. If there is a non-cash distribution, the depositary will distribute property received by it to the record holders of depositary shares entitled to it, unless the depositary determines that it is not feasible to make the distribution. If this happens, the depositary may, with our approval, sell the property and distribute the net sale proceeds to the holders. The deposit agreement will also contain provisions relating to the manner in which any subscription or similar rights that we offer to holders of the preferred stock will be made available to the holders of depositary shares. REDEMPTION OF DEPOSITARY SHARES If a series of the preferred stock underlying the depositary shares is redeemed in whole or in part, the depositary shares will be redeemed from the redemption proceeds received by the depositary. The depositary will mail notice of redemption not less than 30, and not more than 60, days before the date fixed for redemption to the record holders of the depositary shares to be redeemed at their addresses appearing in the depositary's books. The redemption price for each depositary share will be equal to the applicable fraction of the redemption price for each share payable with respect to the series of the preferred stock. Whenever we redeem shares of preferred stock held by the depositary, the depositary will redeem on the same redemption date the number of depositary shares relating to the shares of preferred stock so redeemed. If less than all of the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or proportionally as may be determined by the depositary. After the date fixed for redemption, the depositary shares called for redemption will no longer be considered outstanding and all rights of the holders of the depositary shares will cease, except the right to receive the money, securities or other property payable upon the redemption and any money, securities or other property to which the holders of the redeemed depositary shares were entitled upon surrender to the depositary of the depositary receipts evidencing the depositary shares. - 32 - VOTING THE PREFERRED STOCK Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary shares relating to the preferred stock. Each record holder of depositary shares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary how to exercise the voting rights pertaining to the number of shares of preferred stock underlying the holder's depositary shares. The depositary will endeavor, to the extent practicable, to vote the number of shares of preferred stock underlying the depositary shares in accordance with these instructions, and we will agree to take all action which the depositary may consider necessary in order to enable the depositary to vote the shares. AMENDMENT AND TERMINATION OF DEPOSITARY AGREEMENT We may enter into an agreement with the depositary at any time to amend the form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement. However, the holders of a majority of the depositary shares must approve any amendment which materially and adversely alters the rights of the existing holders of depositary shares. We or the depositary may terminate the deposit agreement only if (a) all outstanding depositary shares issued under the agreement have been redeemed or (b) a final distribution in connection with any liquidation, dissolution or winding up has been made to the holders of the depositary shares. CHARGES OF DEPOSITARY We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges and such other charges as are expressly provided in the deposit agreement to be for their accounts. RESIGNATION AND REMOVAL OF DEPOSITARY The depositary may resign at any time by delivering to us notice of its election to resign, and we may at any time remove the depositary. Any resignation or removal will take effect when a successor depositary has been appointed and has accepted the appointment. Appointment must occur within 60 days after delivery of the notice of resignation or removal. The successor depositary must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $500,000,000. MISCELLANEOUS The depositary will forward to the holders of depositary shares all reports and communications that we deliver to the depositary and that we are required to furnish to the holders of the preferred stock. Neither the depositary nor Solutia will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the deposit agreement. The obligations of Solutia and the depositary under the deposit agreement - 33 - will be limited to performance in good faith of their duties under the agreement and they will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless the holders provide them with satisfactory indemnity. They may rely upon written advice of counsel or accountants, or information provided by persons presenting preferred stock for deposit, holders of depositary shares or other persons believed to be competent and on documents they believe to be genuine. DESCRIPTION OF WARRANTS We may issue warrants to purchase debt or equity securities. We may issue warrants independently or together with any offered securities. The warrants may be attached to or separate from those offered securities. We will issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as described in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. The prospectus supplement relating to any warrants that we may offer will contain the specific terms of the warrants. These terms may include the following: o the title of the warrants; o the designation, amount and terms of the securities for which the warrants are exercisable; o the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security; o the price or prices at which the warrants will be issued; o the aggregate number of warrants; o any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; o the price or prices at which the securities purchasable upon exercise of the warrants may be purchased; o if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable; o if applicable, a discussion of the material United States federal income tax considerations applicable to the exercise of the warrants; o any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; - 34 - o the date on which the right to exercise the warrants will commence, and the date on which the right will expire; o the maximum or minimum number of warrants which may be exercised at any time; and o information with respect to book-entry procedures, if any. EXERCISE OF WARRANTS Each warrant will entitle the holder of warrants to purchase for cash the amount of debt or equity securities, at the exercise price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of business on the expiration date shown in the prospectus supplement relating to the warrants, unless otherwise specified in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as described in the prospectus supplement relating to the warrants. When the warrant holder makes the payment and properly completes and signs the warrant certificate at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as possible, forward the debt or equity securities that the warrant holder has purchased. If the warrant holder exercises the warrant for less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants. DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock at a future date or dates. The price per share of common stock and the number of shares of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula stated in the stock purchase contracts. The stock purchase contracts may be issued separately or as part of units that we call "stock purchase units." Stock purchase units consist of a stock purchase contract and either our debt securities or debt obligations of third parties, including U.S. treasury securities, securing the holders' obligations to purchase the common stock under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and these payments may be unsecured or refunded on some basis. The stock purchase contracts may require holders to secure their obligations in a specified manner. The applicable prospectus supplement will describe the terms of the stock purchase contracts or stock purchase units. The description in the prospectus supplement will only be a summary, and you should read the stock purchase contracts, and, if applicable, collateral or depositary arrangements, relating to the stock purchase contracts or stock purchase units. - 35 - Material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will also be discussed in the applicable prospectus supplement. PLAN OF DISTRIBUTION We may sell the securities through agents, underwriters or dealers, or directly to one or more purchasers. We may designate agents who agree to use their reasonable efforts to solicit purchases for the period of their appointment or to sell securities on a continuing basis. If we use underwriters for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions stated in the applicable underwriting agreement. The underwriters will be obligated to purchase all the securities of the series offered if any of the securities of that series are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. We may also sell securities directly to one or more purchasers without using underwriters or agents. Underwriters, dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act, and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities Act. The applicable prospectus supplement will identify any underwriters, dealers or agents and will describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with or perform services for us or our subsidiaries in the ordinary course of their business. Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established trading market, other than the common stock, which is listed on the New York Stock Exchange. We may elect to list any other class or series of securities on any exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities. Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short-covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities - 36 - originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. We expect that the net proceeds from the sale of some of the securities under this registration statement will be used to reduce borrowings under our bank credit facility and that affiliates of some of the lenders under that facility will participate in offerings of the securities as underwriters. Rule 2710(c)(8) of the Conduct Rules of the National Association of Securities Dealers, Inc. will apply to any offering whose net proceeds will be used to reduce borrowings under the credit facility owed to affiliates of underwriters participating in the offering. VALIDITY OF THE OFFERED SECURITIES The validity of the offered securities will be passed upon for us by Karl R. Barnickol, who is our Senior Vice President, General Counsel and Secretary. As of March 6, 2002, Mr. Barnickol owned 156,356 shares of our common stock and options to purchase an additional 294,116 shares. EXPERTS The consolidated financial statements and the related financial statement schedule incorporated in this prospectus by reference from the Annual Report on Form 10-K of Solutia Inc. for the year ended December 31, 2001 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph referring to a change in accounting principle), which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. - 37 - PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table shows the costs and expenses we expect to pay, except for any underwriters' fees and expenses, in connection with the offered securities. All of the amounts are estimated except the SEC registration fee. SEC Registration Fee.................................................... $191,200 Blue Sky Fees........................................................... 10,000 Printing Expenses....................................................... 100,000 Legal Fees and Expenses................................................. 90,000 Accounting Fees and Expenses............................................ 50,000 Transfer Agent and Registrar, Trustee and Depositary Fees............... 50,000 New York Stock Exchange Listing Fees.................................... 90,000 Rating Agency Fees...................................................... 613,000 Miscellaneous Expenses.................................................. 5,800 ------------ Total................................................................... 1,200,000 ============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware permits indemnification of directors, officers, employees and agents of corporations under specified conditions and subject to specified limitations. Solutia's articles of incorporation and by-laws and the by-laws of its Guarantor Subsidiaries provide for indemnification of any director or officer to the fullest extent permitted by the General Corporation Law of the State of Delaware. In addition, Solutia maintains directors' and officers' liability insurance for the benefit of its directors and officers and for the benefit of the directors and officers of Solutia's subsidiaries. The form of Underwriting Agreement included as an exhibit to this registration statement provides for indemnification of directors and officers of Solutia against certain liabilities. ITEM 16. EXHIBITS. A list of exhibits is set forth in the Exhibit Index appearing elsewhere in this Registration Statement and is incorporated by reference. ITEM 17. 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; II - 1 (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 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. 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 end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% 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 the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 registrant's annual report pursuant to Section 13(a) or Section 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, II - 2 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. (d) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) pursuant to the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. II - 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Solutia Inc. certifies that it has grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis and State of Missouri on the 11th day of March, 2002. SOLUTIA INC. By: /s/ Robert A. Clausen --------------------- Robert A. Clausen Senior Vice President and Chief Financial Officer 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.
Signature Title Date --------- ----- ---- * Chairman, President, Chief Executive Officer - ------------------------------------ and Director (Principal Executive Officer) March 11, 2002 John C. Hunter III /s/Robert A. Clausen Senior Vice President and Chief Financial - ------------------------------------ Officer (Principal Financial Officer) March 11, 2002 Robert A. Clausen /s/ J.M. Sullivan Vice President and Controller (Principal - ------------------------------------ Accounting Officer) March 11, 2002 James M. Sullivan * Director March 11, 2002 - ------------------------------------ Paul Donovan * Director March 11, 2002 - ------------------------------------ Paul H. Hatfield * Director March 11, 2002 - ------------------------------------ Robert H. Jenkins * Director March 11, 2002 - ------------------------------------ Frank A. Metz, Jr. II - 4 * Director March 11, 2002 - ------------------------------------ J. Patrick Mulcahy * Director March 11, 2002 - ------------------------------------ Sally G. Narodick * Director March 11, 2002 - ------------------------------------ William D. Ruckelshaus * Director March 11, 2002 - ------------------------------------ John B. Slaughter *Karl R. Barnickol, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been filed as an Exhibit to this Registration Statement. /s/ Karl R. Barnickol - --------------------- Karl R. Barnickol (Attorney-in-Fact)
II - 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, CPFilms Inc. certifies that it has grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis and the State of Missouri on the 11th day of March, 2002. CPFILMS INC. By: * ------------------------- Ken Vickers President 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.
Signature Title Date --------- ----- ---- * President and Director (Principal Executive - ------------------------------------ Officer) March 11, 2002 Ken Vickers * Vice President, Treasurer, Assistant Secretary - ------------------------------------ and Director (Principal Accounting and Philip Solomon Financial Officer) March 11, 2002 * Director March 11, 2002 - ------------------------------------ G. Bruce Greer, Jr. * Director March 11, 2002 - ------------------------------------ Victoria M. Holt * Director March 11, 2002 - ------------------------------------ Jeff F. Quinn *Karl R. Barnickol, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been filed as an exhibit to this Registration Statement. /s/ Karl R. Barnickol - --------------------- Karl R. Barnickol (Attorney-in-Fact)
II - 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Monchem, Inc. certifies that it has grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis and State of Missouri on the 11th day of March, 2002. MONCHEM, INC. By: * ------------------------- C. Kevin Wilson President 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.
Signature Title Date --------- ----- ---- * President and Director (Principal - ------------------------------------ Executive Officer) March 11, 2002 C. Kevin Wilson * Vice President, Treasurer and Director - ------------------------------------ (Principal Financial and Accounting Officer) March 11, 2002 Jeff F. Quinn * Director March 11, 2002 - ------------------------------------ James M. Sullivan *Karl R. Barnickol, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been filed as an exhibit to this Registration Statement. /s/ Karl R. Barnickol - --------------------- Karl R. Barnickol (Attorney-in-Fact)
II - 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Monchem International, Inc. certifies that it has grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis and State of Missouri on the 11th day of March, 2002. MONCHEM INTERNATIONAL, INC. By: * ------------------------- C. Kevin Wilson President 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.
Signature Title Date --------- ----- ---- * President and Director (Principal Executive - ------------------------------------ Officer) March 11, 2002 C. Kevin Wilson * Vice President, Treasurer and Director - ------------------------------------ (Principal Financial and Accounting Officer) March 11, 2002 James M. Sullivan * Director March 11, 2002 - ------------------------------------ Jeff F. Quinn *Karl R. Barnickol, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been filed as an exhibit to this Registration Statement. /s/ Karl R. Barnickol - --------------------- Karl R. Barnickol (Attorney-in-Fact)
II - 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Solutia Systems, Inc. certifies that it has grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis and State of Missouri on the 11th day of March, 2002. SOLUTIA SYSTEMS, INC. By: * ------------------------- C. Kevin Wilson President 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.
Signature Title Date --------- ----- ---- * President and Director (Principal Executive - ------------------------------------ Officer) March 11, 2002 C. Kevin Wilson * Treasurer and Director (Principal Financial - ------------------------------------ and Accounting Officer) March 11, 2002 Jeff F. Quinn * Director March 11, 2002 - ------------------------------------ Frank Riddick, Jr. *Karl R. Barnickol, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been filed as an exhibit to this Registration Statement. /s/ Karl R. Barnickol - --------------------- Karl R. Barnickol (Attorney-in-Fact)
II - 9 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 1 Form of Underwriting Agreement (for debt securities) (incorporated by reference from Solutia's Form S-3 Registration Statement (No. 333-46070) filed on September 19, 2000) 3.1(i) Restated Certificate of Incorporation of Solutia Inc. as of October 28, 1997 (incorporated by reference to Exhibit 3(a) of Solutia Inc.'s Form S-1 Registration Statement (No. 333-36355), filed on September 25, 1997) 3.1(ii) By-Laws of Solutia Inc. (incorporated by reference to Exhibit 3(b) of Solutia Inc.'s Form 10-K for the year ended December 31, 2001 (File No. 011-13255)) 3.2(i) Restated Certificate of Incorporation of CPFilms Inc., as amended 3.2(ii) By-Laws of CPFilms Inc., as amended and restated 3.3(i) Certificate of Incorporation of MonChem, Inc. 3.3(ii) By-Laws of MonChem, Inc., as amended and restated 3.4(i) Certificate of Incorporation of MonChem International, Inc., as amended 3.4(ii) By-Laws of MonChem International, Inc., as amended and restated 3.5(i) Certificate of Incorporation of Solutia Systems, Inc. 3.5(ii) By-Laws of Solutia Systems, Inc. 4.1 Rights Agreement (incorporated by reference to Exhibit 4 of Solutia Inc.'s Registration Statement on Form 10 (File No. 001-13255) filed on August 7, 1997) 4.2+ Amendment to Rights Agreement, dated as of November 1, 2001 and Certificate regarding Change of Rights Agent (previously filed as Exhibit 4.4) 4.3 Form of Indenture between Solutia Inc. and JPMorgan Chase Bank as Trustee, providing for Issuance of Senior Debt Securities in Series (incorporated by reference from Solutia's Form S-3 Registration Statement (No. 333-46070) filed on September 19, 2000) 4.4 Form of Indenture between Solutia Inc. and [________] as Trustee, providing for Issuance of Subordinated Debt Securities in Series (incorporated by reference from Solutia's Form S-3 Registration Statement (No. 333-46070) filed on September 19, 2000) 4.5* Form of Deposit Agreement between Solutia Inc., [__________] and the Holders from Time to Time of the Depositary Shares Described Therein 4.6* Form of Certificate of Designations of the [___]% Series [___] [Convertible] Preferred Stock (Par Value $.01 Per Share) of Solutia Inc. 4.7* Form of Warrant Agreement between Solutia Inc. and [__________], as Warrant Agent 5 Opinion of Karl R. Barnickol, Esq. 12 Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 99 of Solutia Inc.'s Form 10-K for the year ended December 31, 2001 (File No. 001-13255)) 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Karl R. Barnickol, Esq. (included in Exhibit 5) 24.1+ Powers of Attorney for Solutia Inc. 24.2 Powers of Attorney for CPFilms Inc. 24.3 Powers of Attorney for Monchem, Inc. 24.4 Powers of Attorney for Monchem International, Inc. 24.5 Powers of Attorney for Solutia Systems, Inc. 25+ Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, as trustee under the Indenture providing for the issuance of the senior debt securities and the Indenture providing for the issuance of the subordinated debt securities - ---------------------------- * To be filed, if necessary, after the effectiveness of this registration statement by an amendment to the registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with the offering of securities. + Filed previously.
EX-3.2(I) 3 ex3p2i.txt RESTATE CERTIFICATE OF INCORPORATION EXHIBIT 3.2(i) RESTATED CERTIFICATE OF INCORPORATION OF MARTIN PROCESSING, INC. MARTIN PROCESSING, INC., a Delaware corporation, incorporated under the name HAT CORPORATION OF AMERICA, by the filing of its original Certification of Incorporation with the Secretary of State of the State of Delaware on April 29, 1932, desiring to amend its Certificate of Incorporation and also to integrate into a single instrument all of the provisions of its Certificate of Incorporation now in effect and operative (including such amendment), pursuant to the provisions of Section 245 of the Delaware General Corporation Law, does hereby certify as follows: 1. The Certificate of Incorporation of the corporation, as heretofore amended and supplemented, and as further amended hereby, is hereby restated and integrated so as to read as follows: FIRST: The name of the corporation (which herein is referred to as the "Company") is Martin Processing, Inc. SECOND: The address of the Company's registered office in the State of Delaware is 100 West Tenth Street, City of Wilmington, County of New Castle. The name of the Company's registered agent at such address is The Corporation Trust Company. THIRD: The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. FOURTH: The total number of shares of all classes of stock that the Company shall have authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock, $1.00 par value per share. FIFTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowered: a. To make, alter and repeal the Bylaws of the Company, subject to the powers of the stockholders of the Company to alter or repeal any Bylaws made by the Board of Directors; b. Subject to the laws of the State of Delaware, from time to time to sell, lease or otherwise dispose of any part or parts of the properties of the Company and to cease to conduct the business connected therewith or again to resume the same, as the Board of Directors may deem best; and c. In addition to the powers and authorities hereinbefore and by the laws of the State of Delaware conferred upon the Board of Directors, to exercise all such powers and to do all such acts and things as may be exercised or done by the Company; subject, nevertheless, to the provisions of said laws, of the Certificate of Incorporation of the Company as from time to time amended, and of its Bylaws. SIXTH: Any director or any officer of the Company elected or appointed by the stockholders of the Company or by its Board of Directors may be removed at any time in such manner as shall be provided in the Bylaws of the Company. SEVENTH: No person who is serving or has served as a director of the Company shall be liable to the Company or to any stockholder for monetary damages or breach of any fiduciary duty of such person as a director by reason of any act or omission of such person in his capacity as a director. Nothing herein shall be deemed to limit or eliminate the liability of any person (i) for any breach of such person's duty of loyalty as a director to the Company or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for the unlawful payment of a dividend by the Company or the unlawful purchase or redemption of the Company's capital stock by the Company; (iv) for any transaction from which such person derived an improper personal benefit; or (v) to any extent that such liability may not be limited or eliminated by virtue of the provisions of Section 102(b)(7) of the General Corporation Law of the State of Delaware or any successor statute. EIGHTH: The Company reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained herein, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article. 2. This Restated Certificate of Incorporation and the amendments and restatement effected hereby have been duly adopted by the Board of Directors and the sole stockholder of the Company in accordance with the provisions of Sections 242 and 245 of the 2 General Corporation Law of the State of Delaware and have been duly adopted in accordance with the provisions of the Certificate of Incorporation of the Company as heretofore amended. IN WITNESS WHEREOF, the Company has caused its corporate seal to be affixed hereto and this instrument to be signed in its name by its President and attested by its Secretary, this 29th day of February, 1988. MARTIN PROCESSING, INC. [Corporate Seal] By: /s/ R. Keith Smith ---------------------------- R. Keith Smith, President ATTEST: - ------ /s/ Martha T. Wagner - ----------------------------- Martha T. Wagner, Secretary 3 STATE OF VIRGINIA ) : COUNTY OF HENRY ) BE IT REMEMBERED, that on this 29th day of February, 1988, personally came before the undersigned, a Notary Public and for the County and State aforesaid, R. Keith Smith, President of Martin Processing, Inc., a corporation of the State of Delaware, and he duly executed said Certificate before me and acknowledged the said Certificate to be his act and deed and act and deed of said Corporation and the facts stated therein as being true, and that the seal affixed to said Certificate and attested by the Secretary of said Company is the common or corporate seal of said Company. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office, this the 29th day of February, 1988. [SEAL] /s/ Lena E. Painter ----------------------- Notary Public My Commission Expires: January 26, 1990 - ------------------ 4 CERTIFICATE OF OWNERSHIP AND MERGER ----------------------------------- OF -- COURTAULDS PERFORMANCE FILMS, INC. AND -------------------------------------- MARTIN-WEST, INC. ----------------- INTO ---- MARTIN PROCESSING, INC. ----------------------- It is hereby certified that: 1. Martin Processing, Inc. (the "Corporation") is a business corporation incorporated under the laws of the State of Delaware. 2. The Corporation is the owner of all of the outstanding shares of the stock of Courtaulds Performance Films, Inc., and Martin-West, Inc., which are each also business corporations incorporated under the laws of the State of Delaware. 3. Effective September 10, 1991, the Board of Directors of the Corporation adopted the following resolutions to merge Courtaulds Performance Films, Inc. and Martin-West, Inc. into the Corporation: RESOLVED that Courtaulds Performance Films, Inc. and Martin-West, Inc. be merged into the Corporation, and that all of the estate, property, rights, privileges, powers and franchises of Courtaulds Performance Films, Inc. and Martin-West, Inc. be vested in and held and enjoyed by the Corporation as fully and entirely and without change or diminution as the same were held and enjoyed by each of Courtaulds Performance Films, Inc. and Martin-West, Inc., in their own respective names; and FURTHER RESOLVED that the Corporation shall assume all of the obligations of Courtaulds Performance Films, Inc. and Martin-West, Inc.; and FURTHER RESOLVED that the Corporation shall cause to be executed and filed and/or recorded the documents prescribed by the laws of the State of Delaware and by the laws of any other appropriate jurisdiction and will cause to be performed all necessary acts within the State of Delaware and within any other appropriate jurisdiction; and FURTHER RESOLVED that the effective time of the Certificate of Ownership and Merger setting forth a copy of these resolutions shall be September 30, 1991. 4. The effective time of the merger contemplated herein shall be September 30, 1991. Executed on the 24 day of September, 1991. MARTIN PROCESSING, INC. By: /s/ Paul W. Jennings ----------------------- Paul W. Jennings, Its Vice-President Attest: /s/ Martha T. Wagner - ---------------------- Martha T. Wagner, Its Secretary COMMONWEALTH OF VIRGINIA COUNTY OF HENRY The foregoing instrument was acknowledged before me this 24 day of September, 1991, by Paul W. Jennings, Vice-President of Martin Processing, Inc., and attested by Martha T. Wagner, Secretary of Martin Processing, Inc. My commission expires: Nov. 30, 1993 ------------- /s/ Lena E. Painter --------------------- Notary Public 2 ARTICLES AND AGREEMENT OF MERGER -------------------------------- OF -- GILA RIVER PRODUCTS, INC. (A DELAWARE CORPORATION), --------------------------------------------------- ANDUS, INC. (A DELAWARE CORPORATION), AND ----------------------------------------- COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC. ---------------------------------------------- (A VIRGINIA CORPORATION) ------------------------ INTO ---- MARTIN PROCESSING, INC. (A DELAWARE CORPORATION) ------------------------------------------------ THESE ARTICLES AND AGREEMENT OF MERGER are entered into on September 24, 1991, by Gila River Products, Inc. ("Gila"), a business corporation of the State of Delaware, and approved by resolutions adopted by its Board of Directors and Shareholders effective on said date, Andus, Inc. ("Andus"), a business corporation of the State of Delaware, and approved by resolutions adopted by its Board of Directors and Shareholders effective on said date, Courtaulds Performance Films of Virginia, Inc. ("Courtaulds"), a business corporation of the Commonwealth of Virginia and approved by resolutions adopted by its Board of Directors and Shareholders effective on said date, and Martin Processing, Inc., ("Martin"), a business corporation of the State of Delaware, and approved by resolutions adopted by its Board of Directors and Shareholders effective on said date. WHEREAS, Gila, Andus and Martin are each business corporations incorporated under the laws of the State of Delaware with their registered offices located at 1209 Orange Street, Wilmington, Delaware, 19901, City of Wilmington, County of New Castle; and WHEREAS, the total number of shares of stock which Gila has authority to issue is 1,000, all of which are of one class and of a par value of $1.00 each; and WHEREAS, the total number of shares of stock which Andus has authority to issue is 70,000, all of which are of one class, without par value; and WHEREAS, the total number of shares of stock which Martin has authority to issue is 1,000, all of which are of one class and of a par value of $1.00 each; and WHEREAS, Courtaulds is a business corporation incorporated under the laws of the Commonwealth of Virginia with its registered office located at 105 Franklin Road, S.W., Roanoke, Virginia, 24011, City of Roanoke, Commonwealth of Virginia; and WHEREAS, the total number of shares of stock which Courtaulds has authority to issue is 5,000, all of which are of one class and without par value; and WHEREAS, the Stock Corporation Act of the Commonwealth of Virginia permits a merger of a business corporation incorporated in the Commonwealth of Virginia with and into a business corporation of another jurisdiction; and WHEREAS, the General Corporation Law of the State of Delaware permits the merger of a business corporation of another jurisdiction with and into a business corporation of the State of Delaware; and WHEREAS, Gila, Andus, Courtaulds and Martin and the respective Boards of Directors and Shareholders of each deem it advisable and to the advantage, welfare and best interests of said corporations and their stockholders to merge Gila, Andus and Courtaulds into Martin, pursuant to the provisions of the Stock Corporation Act of the Commonwealth of Virginia and pursuant to the provisions of the General Corporation Law of the State of Delaware upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and of the mutual agreement of the parties hereto, being thereunto duly entered into by said corporations and approved by a resolution adopted by each of their respective Boards of Directors and Shareholders, these Articles and Agreement of Merger state as follows: I. PLAN OF MERGER ----------------- 1.1 Merger. Gila, Andus and Courtaulds (collectively the ------ "Terminating Corporations") shall, pursuant to the provisions of the Stock Corporation Act of the Commonwealth of Virginia and pursuant to the provisions of the General Corporation Law of the State of Delaware be merged with and into Martin (the "Surviving Corporation"), which shall be the surviving corporation from and after the Effective Date, as hereinafter defined. 1.2 Name of the Surviving Corporation. From and after the Effective --------------------------------- Date, the name of the Surviving Corporation shall be "Courtaulds Performance Films, Inc." 1.3 Effect of the Merger. The separate existence of the Terminating -------------------- Corporations shall cease at the Effective Date in accordance with the provisions of the Stock Corporation Act of the Commonwealth of Virginia and in accordance with the provisions of the General Corporation Law of the State of Delaware. 1.4 Certificate of Incorporation. The Certificate of Incorporation ---------------------------- of the Surviving Corporation, as now in force and effect, shall continue to be the Certificate of Incorporation of the Surviving Corporation, except that Article "First" relating to the name of the corporation is hereby amended by deleting Article "First" in its entirety and replacing therefor the following: "FIRST: The name of the corporation (which is herein referred to as the Company) shall be Courtaulds Performance Films, Inc." 1.5 Bylaws. The present bylaws of the Surviving Corporation will be ------ the bylaws of the Surviving Corporation and will continue in full force and effect until changed, altered or amended as therein provided and in the manner prescribed by the provisions of the General Corporation Law of the State of Delaware. 2 1.6 Directors. The directors of the Surviving Corporation in office --------- at the Effective Date shall be the members of the Board of Directors of the Surviving Corporation, to serve until the election and qualification of their successors. 1.7 Officers. The officers of the Surviving Corporation in office -------- at the Effective Date shall be the officers of the Surviving Corporation, to serve until the election and qualification of their successors. 1.8 Common Stock of Terminating Corporations. On the Effective ---------------------------------------- Date, by virtue of the merger and without any action on the part of any holder thereof, each share of capital stock of each Terminating Corporation outstanding immediately prior thereto shall be surrendered and extinguished. Every share of treasury stock of each Terminating Corporation shall also be canceled. 1.9 Common Stock of Surviving Corporation. On the Effective Date, ------------------------------------- by virtue of the merger and without any action on the part of the holder thereof, each share of capital stock of the Surviving Corporation shall remain unchanged, and shall continue to represent one issued share of the Surviving Corporation. 1.10 Effective Date. The merger provided for herein shall be -------------- effective on September 30, 1991 at 11:59 p.m. 1.11 Further Assurances. From time to time, as and when required by ------------------ the Surviving Corporation or its successors and assigns, there shall be executed and delivered on behalf of the Terminating Corporations such deeds and other instruments, and there shall be taken or caused to be taken by them such further and other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation, the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authorities of each of the Terminating Corporations, and otherwise to carry out the purposes of this Plan of Merger, and the Officers and Directors of the Surviving Corporation are fully authorized in the name of and on behalf of each of the Terminating Corporations or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments. 1.12 Abandonment. At any time before the Effective Date, this Plan ------------ of Merger may be terminated and the merger abandoned by the Board of Directors of the Surviving Corporation or of any of the Terminating Corporations, or both, notwithstanding approval of this Plan of Merger by the shareholders of the Surviving Corporation and the Terminating Corporations. II. Shareholder Approval ------------------------ These Articles and Agreement of Merger were adopted by the unanimous consent of the shareholders of each of Gila River Products, Inc., Andus, Inc., Courtaulds Performance Films of Virginia, Inc., and Martin Processing, Inc. 3 III. Effective Date of Articles and Agreement of Merger ------------------------------------------------------- These Articles and Agreement of Merger shall become effective at 11:59 p.m. on September 30, 1991. IN WITNESS WHEREOF, the undersigned declare that the facts herein stated are true as of September 24, 1991. GILA RIVER PRODUCTS, INC., a Delaware Corporation By: /s/ Paul W. Jennings ----------------------- Paul W. Jennings, Its Vice-President Attest: /s/ Martha T. Wagner - -------------------------- Martha T. Wagner, Its Assistant Secretary 4 ANDUS, INC., a Delaware Corporation By: /s/ Paul W. Jennings ------------------------------ Paul W. Jennings, Its Vice-President Attest: /s/ Paul W. Jennings - ----------------------- Paul W. Jennings, Its Secretary COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC., a Virginia Corporation By: /s/ Paul W. Jennings ------------------------------ Paul W. Jennings, Its Vice-President Attest: /s/ Paul W. Jennings - ----------------------- Paul W. Jennings, Its Secretary MARTIN PROCESSING, INC., a Delaware Corporation By: /s/ Paul W. Jennings ------------------------------ Paul W. Jennings, Its Vice-President Attest: /s/ Martha T. Wagner - ----------------------- Martha T. Wagner, Its Secretary 5 COMMONWEALTH OF VIRGINIA COUNTY OF HENRY The foregoing instrument was acknowledged before me this 24th day of September, 1991, by Paul W. Jennings, Vice President of Gila River Products, Inc., on behalf of the Corporation, and attested by Martha T. Wagner, Assistant Secretary of Gila River Products, Inc. My commission expires: Nov. 30, 1993 ------------- /s/ Lena E. Painter ----------------------- Notary Public COMMONWEALTH OF VIRGINIA COUNTY OF HENRY The foregoing instrument was acknowledged before me this 24 day of September, 1991, by Paul W. Jennings, Vice-President of Andus, Inc., on behalf of the Corporation, and attested by Paul W. Jennings, Secretary of Andus, Inc. My commission expires: Nov. 30, 1993 ------------- /s/ Lena E. Painter ----------------------- Notary Public COMMONWEALTH OF VIRGINIA COUNTY OF HENRY The foregoing instrument was acknowledged before me this 24 day of September, 1991, by Paul W. Jennings, Vice-President of Courtaulds Performance Films of Virginia, Inc., on behalf of the Corporation, and attested by Paul W. Jennings, Secretary of Courtaulds Performance Films of Virginia, Inc. My commission expires: Nov. 30, 1993 ------------- /s/ Lena E. Painter ----------------------- Notary Public 6 COMMONWEALTH OF VIRGINIA COUNTY OF HENRY The foregoing instrument was acknowledged before me this 24 day of September, 1991, by Paul W. Jennings, Vice-President of a Martin Processing, Inc., on behalf of the Corporation, and attested by Martha T. Wagner, Secretary of Martin Processing, Inc. My commission expires: Nov. 30, 1993 ------------- /s/ Lena E. Painter ----------------------- Notary Public 7 CERTIFICATE OF SECRETARY OF GILA RIVER PRODUCTS, INC. The undersigned, being the Secretary of Gila River Products, Inc. (the "Corporation") does hereby certify that the holders of all of the outstanding stock of the Corporation dispensed with a meeting and vote of stockholders, and all of the stockholders entitled to vote consented in writing, pursuant to the provisions of Section 228 of the General Corporation Law of the State of Delaware, to the adoption of the foregoing Articles and Agreement of Merger. Gila River Products, Inc. By: /s/ Martha T. Wagner -------------------------- Martha T. Wagner Its Assistant Secretary Dated: September 24, 1991 CERTIFICATE OF SECRETARY OF ANDUS, INC. The undersigned, being the Secretary of Andus Corporation (the "Corporation") does hereby certify that the holders of all of the outstanding stock of the Corporation dispensed with a meeting and vote of stockholders, and all of the stockholders entitled to vote consented in writing, pursuant to the provisions of the Stock Corporation Act of the Commonwealth of Virginia, to the adoption of the foregoing Articles and Agreement of Merger. Andus, Inc. By: /s/ Paul W. Jennings ----------------------- Paul W. Jennings Its Secretary Dated: September 24, 1991 CERTIFICATE OF SECRETARY OF COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC. The undersigned, being the Secretary of Courtaulds Performance Films of Virginia, Inc. (the "Corporation") does hereby certify that the holders of all of the outstanding stock of the Corporation dispensed with a meeting and vote of stockholders, and all of the stockholders entitled to vote consented in writing, pursuant to the provisions of the Stock Corporation Act of the Commonwealth of Virginia, to the adoption of the foregoing Articles and Agreement of Merger. Courtaulds Performance Films of Virginia, Inc. By: /s/ Paul W. Jennings ----------------------- Paul W. Jennings Its Secretary Dated: September 24, 1991 CERTIFICATE OF SECRETARY OF MARTIN PROCESSING, INC. The undersigned, being the Secretary of Martin Processing, Inc. (the "Corporation") does hereby certify that the holders of all of the outstanding stock of the Corporation dispensed with a meeting and vote of stockholders, and all of the stockholders entitled to vote consented in writing, pursuant to the provisions of Section 228 of the General Corporation Law of the State of Delaware, to the adoption of the foregoing Articles and Agreement of Merger. MARTIN PROCESSING, INC. By: /s/ Martha T. Wagner ----------------------- Martha T. Wagner Its Secretary Dated: September 24, 1991 CERTIFICATE OF CORRECTION OF ---------------------------- ARTICLES AND AGREEMENT OF MERGER -------------------------------- OF -- GILA RIVER PRODUCTS, INC. (A DELAWARE CORPORATION), --------------------------------------------------- ANDUS, INC. (A DELAWARE CORPORATION), AND ----------------------------------------- COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC. ---------------------------------------------- (A VIRGINIA CORPORATION) ------------------------ INTO ---- MARTIN PROCESSING, INC. (A DELAWARE CORPORATION) ------------------------------------------------ (NOW NAMED "COURTAULDS PERFORMANCE FILMS, INC.") ------------------------------------------------ The undersigned corporation, pursuant to Section 103(f) of the Delaware General Corporation law, hereby execute the following Certificate of Correction and hereby certified that: 1. The name of the corporation is Courtaulds Performance Films, Inc., a Delaware Corporation (hereinafter the "Corporation"). 2. The Articles and Agreement of Merger (hereinafter the "Articles") pursuant to which the Corporation is the surviving corporation and which Articles were filed by the Secretary of State of Delaware on September 30, 1991, are hereby corrected. 3. The Articles were an inaccurate record of the corporate action therein referred to. The inaccuracy to be corrected in the Articles is as follows: Andus, Inc., a Delaware corporation, was erroneously listed in the Articles as a party to the merger. Andus, Inc., a Delaware corporation, was not a party to the merger and was incorrectly included in the Articles. Andus Corporation, a California corporation, is the corporation which should have been made a party to the Articles. 4. The Articles are hereby corrected to substitute Andus Corporation, a California corporation, in place of Andus, Inc., a Delaware corporation. The Articles in corrected form are attached hereto as Exhibit A. COURTAULDS PERFORMANCE FILMS, INC. By: /s/ Paul W. Jennings ----------------------- Paul W. Jennings, Its Vice-President Attest: /s/ Paul W. Jennings - ---------------------- Paul W. Jennings, Its Secretary COMMONWEALTH OF VIRGINIA ) ) COUNTY OF HENRY ) BE IT REMEMBERED that, on February 21, 1992, before me, a Notary Public, duly authorized by law to take acknowledgment of deeds, personally came PAUL W. JENNINGS, Vice-President of COURTAULDS PERFORMANCE FILMS, INC., who duly signed the foregoing instrument before me and acknowledged that such signing is his act and deed, that such instrument as executed is the act and deed of said corporation, and that the facts stated therein are true. GIVEN under my hand on February 21, 1992. /s/ Lena E. Painter ----------------------- Notary Public My Commission Expires: 11/30/93 -------- EXHIBIT A --------- ARTICLES AND AGREEMENT OF MERGER -------------------------------- OF -- GILA RIVER PRODUCTS, INC. (A DELAWARE CORPORATION), -------------------------------------------------- ANDUS CORPORATION (A CALIFORNIA CORPORATION), AND ------------------------------------------------- COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC. ---------------------------------------------- (A VIRGINIA CORPORATION) ------------------------ INTO ---- MARTIN PROCESSING, INC. (A DELAWARE CORPORATION) ------------------------------------------------ THESE ARTICLES AND AGREEMENT OF MERGER are entered into on September 24, 1991, by Gila River Products, Inc. ("Gila"), a business corporation of the State of Delaware, and approved by resolutions adopted by its Board of Directors and Shareholders effective on said date, Andus Corporation ("Andus"), a business corporation of the State of California, and approved by resolutions adopted by its Board of Directors and Shareholders effective on said date, Courtaulds Performance Films of Virginia, Inc. ("Courtaulds"), a business corporation of the Commonwealth of Virginia and approved by resolutions adopted by its Board of Directors and Shareholders effective on said date, and Martin Processing, Inc., ("Martin"), a business corporation of the State of Delaware, and approved by resolutions adopted by its Board of Directors and Shareholders effective on said date. WHEREAS, Gila and Martin are both business corporations incorporated under the laws of the State of Delaware with their registered offices located at 1209 Orange Street, Wilmington, Delaware, 19901, City of Wilmington, County of New Castle; and WHEREAS, the total number of shares of stock which Gila has authority to issue is 1,000, all of which are of one class and of a par value of $1.00 each; and WHEREAS, Andus is a business corporation incorporated under the laws of the State of California with its registered office located at 21034 Osborne Street, Canoga Park, California, 91304, City of Canoga Park; and WHEREAS, the total number of shares of stock which Andus has authority to issue is 1,000,000 shares of common stock and 1,000,000 shares of preferred stock; and WHEREAS, the total number of shares of stock which Martin has authority to issue is 1,000, all of which are of one class and of a par value of $1.00 each; and WHEREAS, Courtaulds is a business corporation incorporated under the laws of the Commonwealth of Virginia with its registered office located at 105 Franklin Road, S.W., Roanoke, Virginia, 24011, City of Roanoke, Commonwealth of Virginia; and WHEREAS, the total number of shares of stock which Courtaulds has authority to issue is 5,000, all of which are of one class and without par value; and WHEREAS, the Stock Corporation Act of the Commonwealth of Virginia permits a merger of a business corporation incorporated in the Commonwealth of Virginia with and into a business corporation of another jurisdiction; and WHEREAS, the General Corporation Law of the State of Delaware permits the merger of a business corporation of another jurisdiction with and into a business corporation of the State of Delaware; and WHEREAS, the State of California permits the merger of a business corporation of another jurisdiction with and into a business corporation of another jurisdiction; and WHEREAS, Gila, Andus, Courtaulds and Martin and the respective Boards of Directors and Shareholders of each deem it advisable and to the advantage, welfare and best interests of said corporations and their stockholders to merge Gila, Andus and Courtaulds into Martin, pursuant to the provisions of the Stock Corporation Act of the Commonwealth of Virginia and pursuant to the provisions of the General Corporation Law of the State of Delaware and State of California upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and of the mutual agreement of the parties hereto, being thereunto duly entered into by said corporations and approved by a resolution adopted by each of their respective Boards of Directors and Shareholders, these Articles and Agreement of Merger state as follows: I. PLAN OF MERGER ----------------- 1.1 Merger. Gila, Andus and Courtaulds (collectively the ------ "Terminating Corporations") shall, pursuant to the provisions of the Stock Corporation Act of the Commonwealth of Virginia and pursuant to the provisions of the General Corporation Law of the State of Delaware and State of California be merged with and into Martin (the "Surviving Corporation"), which shall be the surviving corporation from and after the Effective Date, as hereinafter defined. 1.2 Name of the Surviving Corporation. From and after the --------------------------------- Effective Date, the name of the Surviving Corporation shall be "Courtaulds Performance Films, Inc." 1.3 Effect of the Merger. The separate existence of the -------------------- Terminating Corporations shall cease at the Effective Date in accordance with the provisions of the Stock Corporation Act of the Commonwealth of Virginia and in accordance with the provisions of the General Corporation Law of the State of Delaware and State of California. 1.4 Certificate of Incorporation. The Certificate of ---------------------------- Incorporation of the Surviving Corporation, as now in force and effect, shall continue to be the Certificate of Incorporation of the Surviving Corporation, except that Article "First" relating to the name of the corporation is hereby amended by deleting Article "First" in its entirety and replacing therefor the following: "FIRST: The name of the corporation (which is herein referred to as the Company) shall be Courtaulds Performance Films, Inc." 1.5 Bylaws. The present bylaws of the Surviving corporation ------ will be the bylaws of the Surviving Corporation and will continue in full force and effect until changed, altered or amended as therein provided and in the manner prescribed by the provisions of the General Corporation Law of the State of Delaware. 1.6 Directors. The directors of the Surviving Corporation in --------- office at the Effective Date shall be the members of the Board of Directors of the Surviving Corporation, to serve until the election and qualification of their successors. 1.7 Officers. The officers of the Surviving Corporation in -------- office at the Effective Date shall be the officers of the Surviving Corporation, to serve until the election and qualification of their successors. 1.8 Common Stock of Terminating Corporations. On the Effective ---------------------------------------- Date, by virtue of the merger and without any action on the part of any holder thereof, each share of capital stock of each Terminating corporation outstanding immediately prior thereto shall be surrendered and extinguished. Every share of treasury stock of each Terminating Corporation shall also be canceled. 1.9 Common Stock of Surviving Corporation. On the Effective ------------------------------------- Date, by virtue of the merger and without any action on the part of the holder thereof, each share of capital stock of the Surviving Corporation shall remain unchanged, and shall continue to represent one issued share of the Surviving Corporation. 1.10 Effective Date. The merger provided for herein shall be -------------- effective on September 30, 1991 at 11:59 p.m. 1.11 Further Assurances. From time to time, as and when ------------------ required by the Surviving Corporation or its successors and assigns, there shall be executed and delivered on behalf of the Terminating Corporations such deeds and other instruments, and there shall be taken or caused to be taken by them such further and other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation, the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authorities of each of the Terminating Corporations, and otherwise to carry out the purposes of this Plan of Merger, and the Officers and Directors of the Surviving corporation are fully authorized in the name of and on behalf of each of the Terminating Corporations or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments. 1.12 Abandonment. At any time before the Effective Date, this ----------- Plan of Merger may be terminated and the merger abandoned by the Board of Directors of the Surviving Corporation or of any of the Terminating Corporations, or both, notwithstanding approval of this Plan of Merger by the shareholders of the Surviving Corporation and the Terminating Corporations. II. Shareholder Approval ------------------------ These Articles and Agreement of Merger were adopted by the unanimous consent of the shareholders of each of Gila River Products, Inc., Andus Corporation, Courtaulds Performance Films of Virginia, Inc., and Martin Processing, Inc. III. Effective Date of Articles and Agreement of Merger ------------------------------------------------------- These Articles and Agreement of Merger shall become effective at 11:59 p.m. on September 30, 1991. IN WITNESS WHEREOF, the undersigned declare that the facts herein stated are true as of September 24, 1991. GILA RIVER PRODUCTS, INC., a Delaware Corporation By: /s/ Paul W. Jennings ----------------------- Paul W. Jennings, Its Vice-President Attest: /s/ Martha T. Wagner - ------------------------- Martha T. Wagner, Its Assistant Secretary ANDUS CORPORATION a California Corporation By: /s/ Paul W. Jennings ----------------------- Paul W. Jennings, Its Vice-President Attest: /s/ Paul W. Jennings - ---------------------- Paul W. Jennings, Its Secretary COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC., a Virginia Corporation By: /s/ Paul W. Jennings ----------------------- Paul W. Jennings, Its Vice-President Attest: /s/ Paul W. Jennings - ---------------------- Paul W. Jennings, Its Secretary MARTIN PROCESSING, INC., a Virginia Corporation By: /s/ Paul W. Jennings ----------------------- Paul W. Jennings, Its Vice-President Attest: /s/ Martha T. Wagner - ---------------------- Martha T. Wagner, Its Secretary COMMONWEALTH OF VIRGINIA COUNTY OF HENRY The foregoing instrument was acknowledged before me this 24 day of September, 1991, by Paul W. Jennings, Vice President of Gila River Products, Inc., on behalf of the Corporation, and attested by Martha T. Wagner, Assistant Secretary of Gila River Products, Inc. My commission expires: Nov. 30, 1993 ------------- /s/ Lena E. Painter ----------------------- Notary Public COMMONWEALTH OF VIRGINIA COUNTY OF HENRY The foregoing instrument was acknowledged before me this 24 day of September, 1991, by Paul W. Jennings, Vice-President of Andus Corporation, on behalf of the Corporation, and attested by Paul W. Jennings, Secretary of Andus Corporation. My commission expires: Nov. 30, 1993 ------------- /s/ Lena E. Painter ----------------------- Notary Public COMMONWEALTH OF VIRGINIA COUNTY OF HENRY The foregoing instrument was acknowledged before me this 24 day of September, 1991, by Paul W. Jennings, Vice-President of Courtaulds Performance Films of Virginia, Inc., on behalf of the Corporation, and attested by Paul W. Jennings, Secretary of Courtaulds Performance Films of Virginia, Inc. My commission expires: Nov. 30, 1993 ------------- /s/ Lena E. Painter ----------------------- Notary Public COMMONWEALTH OF VIRGINIA COUNTY OF HENRY The foregoing instrument was acknowledged before me this 24 day of September, 1991, by Paul W. Jennings, Vice-President of Martin Processing, Inc., on behalf of the Corporation, and attested by Martha T. Wagner, Secretary of Martin Processing, Inc. My commission expires: Nov. 30, 1993 ------------- /s/ Lena E. Painter ----------------------- Notary Public CERTIFICATE OF SECRETARY OF GILA RIVER PRODUCTS, INC. The undersigned, being the Secretary of Gila River Products, Inc. (the "Corporation") does hereby certify that the holders of all of the outstanding stock of the Corporation dispensed with a meeting and vote of stockholders, and all of the stockholders entitled to vote consented in writing, pursuant to the provisions of Section 228 of the General Corporation Law of the State of Delaware, to the adoption of the foregoing Articles and Agreement of Merger. Gila River Products, Inc. By: /s/ Martha T. Wagner -------------------------- Martha T. Wagner Its Assistant Secretary Dated: September 24, 1991 CERTIFICATE OF SECRETARY OF MARTIN PROCESSING, INC. The undersigned, being the Secretary of Martin Processing, Inc. (the "Corporation") does hereby certify that the holders of all of the outstanding stock of the Corporation dispensed with a meeting and vote of stockholders, and all of the stockholders entitled to vote consented in writing, pursuant to the provisions of Section 228 of the General Corporation Law of the State of Delaware, to the adoption of the foregoing Articles and Agreement of Merger. MARTIN PROCESSING, INC. By: /s/ Martha T. Wagner -------------------------- Martha T. Wagner Its Assistant Secretary Dated: September 24, 1991 CERTIFICATE OF SECRETARY OF ANDUS CORPORATION The undersigned, being the Secretary of Andus Corporation (the "Corporation") does hereby certify that the holders of all of the outstanding stock of the Corporation dispensed with a meeting and vote of stockholders, and all of the stockholders entitled to vote consented in writing, pursuant to the provisions of the Stock Corporation Act of the State of California, to the adoption of the foregoing Articles and Agreement of Merger. Andus Corporation By: /s/ Paul W. Jennings ----------------------- Paul W. Jennings Its Secretary Dated: September 24, 1991 CERTIFICATE OF SECRETARY OF COURTAULDS PERFORMANCE FILMS OF VIRGINIA, INC. The undersigned, being the Secretary of Courtaulds Performance Films of Virginia, Inc. (the "Corporation") does hereby certify that the holders of all of the outstanding stock of the Corporation dispensed with a meeting and vote of stockholders, and all of the stockholders entitled to vote consented in writing, pursuant to the provisions of the Stock Corporation Act of the Commonwealth of Virginia, to the adoption of the foregoing Articles and Agreement of Merger. Courtaulds Performance Films of Virginia, Inc. By: /s/ Paul W. Jennings ----------------------- Paul W. Jennings Its Secretary Dated: September 24, 1991 CERTIFICATE OF OWNERSHIP AND MERGER ----------------------------------- OF -- MARTIN PROCESSING MIDWEST, INC. ------------------------------- (a Delaware corporation) ------------------------ INTO ---- MARTIN PROCESSING, INC. ----------------------- (a Delaware corporation) ------------------------ The undersigned President of Martin Processing, Inc. hereby certifies as follows: 1. Martin Processing, Inc. is a business corporation of the State of Delaware. 2. Martin Processing, Inc. owns 100% of the authorized and issued capital stock of Martin Processing Midwest, Inc., which is also a Delaware business corporation. 3. Attached hereto is a true, correct and complete copy of a resolution adopted by the Board of Directors of Martin Processing, Inc., by unanimous written consent pursuant to Section 141 of the General Corporation Law of the State of Delaware, providing for the merger of Martin Processing Midwest, Inc. into Martin Processing, Inc., and providing for Martin Processing, Inc., to be the surviving corporation. WITNESS my signature this 31st day of May, 1990. ATTEST: /s/ Martha T. Wagner - --------------------- ------------------------------------ Secretary President, Martin Processing, Inc. UNANIMOUS WRITTEN CONSENT RESOLUTION OF THE BOARD OF DIRECTORS OF MARTIN PROCESSING, INC. PURSUANT TO SECTION 141 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE WHEREAS, Martin Processing, Inc., a Delaware corporation, owns 100% of the authorized and issued capital stock of Martin Processing Midwest, Inc., a Delaware corporation; WHEREAS, the Board of Directors of Martin Processing, Inc. has determined that the operations of the two corporations will be conducted more efficiently and effectively if the same are merged, with Martin Processing, Inc. as the survivor corporation; and BE IT RESOLVED by the Board of Directors of Martin Processing, Inc. that; 1. Martin Processing Midwest, Inc. be merged into Martin Processing, Inc., with Martin Processing, Inc. to be the surviving corporation and that all the estate, property, rights, privileges, powers and franchises of Martin Processing Midwest, Inc. be vested in and held and enjoyed by Martin Processing, Inc. 2. Martin Processing, Inc. shall assume all of the obligations of Martin Processing Midwest, Inc. 3. All of the issued and outstanding capital stock of Martin Processing Midwest, Inc. is hereby cancelled and extinguished. 4. The president or a vice president of Martin Processing, Inc. is authorized and directed to execute and file with the Secretary of State of Delaware a certificate of merger as required pursuant to Section 253 of the General Corporation Law of the State of Delaware and to execute and deliver all other certificates and instruments and to take all such further action as they may consider necessary or desirable in connection with the merger of Martin Processing Midwest, Inc. into Martin Processing, Inc. 5. This resolution and the merger provided for hereby shall be effective May 31, 1990. IN WITNESS of their unanimous consent to the foregoing actions, all of the members of the Board of Directors have affixed their signatures below, indicating the respective dates on which their signatures were affixed. 5/31/90 - ----------------------------- --------------------------- Date Director 5/31/90 - ----------------------------- --------------------------- Date Director 5/31/90 - ----------------------------- --------------------------- Date Director 5/31/90 - ----------------------------- --------------------------- Date Director 5/31/90 - ----------------------------- --------------------------- Date Director 5/31/90 - ----------------------------- --------------------------- Date Director CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF COURTAULDS PERFORMANCE FILMS, INC. Courtaulds Performance Films, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST. That the Board of Directors of said corporation, by unanimous written consent in lieu of a meeting in accordance with the provisions of Section 141 of the General Corporation Law of the State of Delaware, adopted the following resolution: RESOLVED that the Board of Directors hereby declares it advisable and in the best interest of the Company that Article FIRST of the Certificate of Incorporation be amended to read as follows: FIRST. The name of the corporation (hereinafter called the "Corporation") is CPFilms Inc. SECOND. That the said amendment has been consented to and authorized by the sole stockholder by written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Philip Solomon this 16th day of December, 1998. /s/ Philip Solomon ------------------------------------ Philip Solomon Corporate Secretary Courtaulds Performance Films, Inc. EX-3.2(II) 4 ex3p2ii.txt BY-LAWS EXHIBIT 3.2(ii) CPFILMS INC. * * * * * * * * * * * B Y - L A W S * * * * * * * * * * * As Amended and Restated Effective as of July 15, 1999 ARTICLE I OFFICES Section 1. Delaware Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. Section 3. Books and Records. The books and records of the corporation may be kept outside the State of Delaware in St. Louis County, Missouri or at such other place or places as may from time to time be designated by the Board of Directors. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Annual Meeting. Annual meetings of stockholders, commencing with the year 1999, shall be held in the County of St. Louis, State of Missouri, at such place as may be fixed from time to time by the board of directors or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of meeting. Commencing with the year 2000, such meetings shall be held on the second Friday of February, if not a legal holiday, and if a legal holiday, then on the next business day following at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 2. Special Meetings. Special meetings of stockholders for any other purpose may be held at such time and place, within or without the State of 2 Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 3. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. Stockholder List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Calling of Special Meeting. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Notice of Special Meeting. Written notice of a special meeting stating the place, date and hour of the meeting and purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business Transacted at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. Quorum and Adjournment. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote 3 thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. Required Vote. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. Proxies. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. Number; Tenure. The number of directors which shall constitute the whole board shall be not less than three (3) nor more than six (6). Within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders except as provided in 4 Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director or by a majority of the shareholders, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. Any director may be removed at any time with or without cause by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum. Section 3. General Powers. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are now by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. Place. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. Organizational Meetings. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special Meetings. Special meetings of the board may be called by the president on three (3) days' notice to each director, either personally or by mail or 12 hours' notice by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director, in which case 5 special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. Quorum. At all meetings of the board two (2) of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Action by Consent. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Conference Telephone Meetings. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. Committees Generally. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; 6 but no such committee shall have the power or authority in reference to the following matters: (i) amending the Certificate of Incorporation of the corporation (except that a Committee may, to the extent authorized in resolutions providing for the issuance of shares of stock adopted by the Board of Directors, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopting an agreement of merger or consolidation under Section 251, 252, 254, 257, 258, 263, or 264 of the General Corporation Law of the State of Delaware, (iii) recommending to the stockholders the sale, lease or exchange of all or substantially all the corporation's property and assets, or (iv) recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution. Section 12. Records. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by-law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Notices Generally. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director 7 or stockholder at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile transmission, electronic mail, telecopier, telegram or telex or telephoned or delivered to the director personally. Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. Elected Officers. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. Election. The board of directors at its first meeting after such annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer. Section 3. Additional Officers and Agents. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. Compensation. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. Term. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time with or without cause by the affirmative vote of a majority of the board of directors then in office, though less than a quorum. Any vacancy occurring shall be filled by the board of directors. Section 6. President. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall be ex-officio a member of all standing committees, shall have 8 general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. Vice Presidents. In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 8. Secretary. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 9. Assistant Secretaries. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 10. Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the board of directors, when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such 9 sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 11. Assistant Treasurers. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES OF STOCK Section 1. Signatures. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the president or a vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 3. Transfers of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or 10 accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. Section 4. Fixing record date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. Section 5. Ownership. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII GENERAL PROVISIONS Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors, from time to time in their absolute discretion, think proper as a reserve or reserves to meet contingencies or for equalizing dividends or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the 11 corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Section 2. Annual Statement. The board of directors shall, when called for by the vote of the stockholders, present a full and clear statement of the business and condition of the corporation. Section 3. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. Section 4. Fiscal Year. The fiscal year of the corporation shall be the calendar year. Section 5. Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE VIII INDEMNIFICATION Section 1. Directors, Officers and Employees. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any claim, action, suit, or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, or employee of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, non-profit entity, or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person or a claim made by such person against the corporation only if such proceeding or claim was authorized by the board of directors of the corporation. Section 2. Advance of Expenses; Undertaking. The corporation shall pay the expenses of each person referred to in Section 1 of this Article VIII incurred in defending any proceeding in advance of its final disposition, such advances to be paid by the corporation within 30 days after the receipt by the corporation of a 12 statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that, if the General Corporation Law of the State of Delaware requires, the advancement of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not, unless otherwise required by law, in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) prior to the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article VIII or otherwise. Section 3. Contract Right. The right to indemnification conferred in this Article VIII and the right to be paid by the corporation the expenses incurred in connection with any such proceeding in advance of its final disposition conferred in this Article VIII each shall be a contract right. Section 4. Written Request; Determination of Entitlement. To obtain indemnification under this Article VIII, a claimant shall submit to the corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Section 5. Recovery of Unpaid Claim. If a claim for indemnification under Section 1 of this Article VIII or a claim for payment of expenses under Section 2 of this Article VIII is not paid in full by the corporation within 30 days after a written claim pursuant to Section 4 of this Article VIII has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than actions brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the state of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Section 6. Exclusivity. The rights conferred on any person by this Article VIII shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. 13 Section 7. Subsequent Modification. Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection hereunder of any person with respect to any act or omission occurring prior to or at the time of such repeal or modification. Section 8. Other Persons Granted Right of Indemnification. The corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification, and rights to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the corporation to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of directors, officers and employees of the corporation. Section 9. Form and Delivery of Communication. Any notice, request or other communication required or permitted to be given to the corporation under this Article VIII shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the corporation. Section 10. Illegality; Unenforceability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VIII (including without limitation, each portion of any Section of this Article VIII containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any Section of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. ARTICLE IX CONTRACTS AND PROXIES Section 1. Contracts. Except as otherwise required by law, the certificate of incorporation or these by-laws, any contracts or other instruments may be executed and delivered in the name and on behalf of the corporation by such officer or officers of the corporation, as the board of directors may from time to time direct. Such authority may be general or confined to specific instances as the board may determine. The President or the Vice President may execute bonds, contracts, deeds, leases and other instruments to be made or executed for or on behalf of the corporation. 14 Section 2. Proxies. The President, the Secretary or an Assistant Secretary of the corporation shall have the authority (a) to appoint from time to time an agent or agents of the corporation to exercise in the name and on behalf of the corporation the powers and rights which the corporation may have as the holder of stock or other securities in any other corporation, (b) to vote or consent in respect of such stock or securities and (c) to execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as he may deem necessary or proper in order that the corporation may exercise such powers and rights. The officers named above may instruct any person or persons appointed as aforesaid as to the manner of exercising such powers and rights. ARTICLE X Section 1. Amendments. These by-laws may be altered, amended or repealed by the affirmative vote of the holders of a majority of the stock issued and outstanding and entitled to vote, cast at any annual or special meeting of the stockholders or by the affirmative vote of a majority of the whole board of directors at any regular or special meeting of the board of directors. EX-3.3(I) 5 ex3p3i.txt CERTIFICATE OF INCORPORATION EXHIBIT 3.3(i) CERTIFICATE OF INCORPORATION OF MONCHEM, INC. 1. The name of the corporation is MONCHEM, INC. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: The maintenance and management of intangible assets and/or investments and collection and distribution of the income from such assets and/or investments or any other purpose permitted under 30 Delaware Code Section 1902(b)(8). 4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar and No Cents ($1.00), amounting in the aggregate to One Thousand Dollars and No Cents ($1,000.00). 5. The name and mailing address of each incorporator is as follows: NAME MAILING ADDRESS ---- --------------- D. J. Murphy 1209 Orange St., Wilmington, DE 19801 M. A. Brzoska 1209 Orange St., Wilmington, DE 19801 L. J. Vitalo 1209 Orange St., Wilmington, DE 19801 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the by-laws of the corporation. To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation. To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. To designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation. 8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 1st day of April, 1997. /s/ D. J. Murphy ---------------------------------- D. J. Murphy /s/ M. A. Brzoska ---------------------------------- M. A. Brzoska /s/ L. J. Vitalo ---------------------------------- L. J. Vitalo 2 EX-3.3(II) 6 ex3p3ii.txt BY-LAWS EXHIBIT 3.3(ii) MONCHEM, INC. * * * * * * * * * * * B Y - L A W S Amended and Restated March 10, 2000 * * * * * * * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held in the County of St. Louis, State of Missouri, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. 1 Section 2. Annual meetings of stockholders, commencing with the year 1998, shall be held on the second Friday of February, if not a legal holiday, and if a legal holiday, then on the next secular day following at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and purpose or purposes for which the meeting is called, shall be given not less than ten 2 nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. 3 Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than three (3) nor more than five (5). The first board shall consist of three (3) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of stockholders except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director or by a majority of the shareholders, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. Any director may be removed at any time with or without cause by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such 4 lawful acts and things as are now by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on three (3) days' notice to each director, either personally or by mail or 12 hours' notice by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board two (2) of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, 5 except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the 6 management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by-law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. 7 ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile transmission, electronic mail, telecopier, telegram or telex or telephoned or delivered to the director personally. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after such annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer. 8 Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time with or without cause by the affirmative vote of a majority of the board of directors then in office, though less than a quorum. Any vacancy occurring shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall be ex-officio a member of all standing committees, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. THE VICE PRESIDENTS Section 7. In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. 9 THE SECRETARY AND ASSISTANT SECRETARIES Section 8. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 9. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 11. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the board of 10 directors, when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 12. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 13. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES OF STOCK Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the president or a vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. 11 LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFERS OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful 12 action, the board of directors may fix, in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors, from time to time in their absolute discretion, think proper as a reserve or reserves to meet contingencies or for equalizing dividends or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. 13 ANNUAL STATEMENT Section 3. The board of directors shall, when called for by the vote of the stockholders, present a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be the calendar year. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. INDEMNIFICATION Section 7(a). The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any claim, action, suit, or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, or employee of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, non-profit entity, or other enterprise, including service with 14 respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person or a claim made by such person against the corporation only if such proceeding or claim was authorized by the board of directors of the corporation. Section 7(b). The corporation shall pay the expenses of each person referred to in Section 7(a) of this Article VII incurred in defending any proceeding in advance of its final disposition, such advances to be paid by the corporation within 30 days after the receipt by the corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that, if the General Corporation Law of the State of Delaware requires, the advancement of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not, unless otherwise required by law, in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) prior to the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 7 of this Article VII or otherwise. Section 7(c). The right to indemnification conferred in Section 7 of this Article VII and the right to be paid by the corporation the expenses incurred in connection with any such proceeding in advance of its final disposition conferred in Section 7 of this Article VII each shall be a contract right. Section 7(d). To obtain indemnification under Section 7 of this Article VII, a claimant shall submit to the corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Section 7(e). If a claim for indemnification under Section 7(a) of this Article VII or a 15 claim for payment of expenses under Section 7(b) of this Article VII is not paid in full by the corporation within 30 days after a written claim pursuant to Section 7(d) of this Article VII has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than actions brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the state of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Section 7(f). The rights conferred on any person by Section 7 of this Article VII shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. Section 7(g). Any repeal or modification of the foregoing provisions of Section 7 of this Article VII shall not adversely affect any right or protection hereunder of any person with respect to any act or omission occurring prior to or at the time of such repeal or modification. Section 7(h). The corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification, and rights to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the corporation to the fullest extent of the provisions of Section 7 of this Article VII with respect to the indemnification and advancement of expenses of directors, officers and employees of the corporation. Section 7(i). Any notice, request or other communication required or permitted to be given to the corporation under Section 7 of this Article VII shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or 16 certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the corporation. Section 7(j). If any provision or provisions of Section 7 of this Article VII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of Section 7 of this Article VII (including without limitation, each portion of any subsection of this Section 7 containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of Section 7 of this Article VII (including, without limitation, each such portion of any subsection of this Section 7 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. ARTICLE VIII AMENDMENTS Section 1. These by-laws may be altered, amended or repealed by the affirmative vote of the holders of a majority of the stock issued and outstanding and entitled to vote, cast at any annual or special meeting of the stockholders or by the affirmative vote of a majority of the whole board of directors at any regular or special meeting of the board of directors. 17 EX-3.4(I) 7 ex3p4i.txt CERTIFICATE OF INCORPORATION EXHIBIT 3.4(i) CERTIFICATE OF INCORPORATION OF MONCHEM INTERNATIONAL, INC. 1. The name of the corporation is MONCHEM INTERNATIONAL, INC. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: The maintenance and management of intangible assets and/or investments and collection and distribution of the income from such assets and/or investments or any other purpose permitted under 30 Delaware Code Section 1902(b)(8). 4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar and No Cents ($1.00), amounting in the aggregate to One Thousand Dollars and No Cents ($1,000.00). 5. The name and mailing address of each incorporator is as follows: NAME MAILING ADDRESS ---- --------------- D. J. Murphy 1209 Orange St., Wilmington, DE 19801 M. A. Brzoska 1209 Orange St., Wilmington, DE 19801 L. J. Vitalo 1209 Orange St., Wilmington, DE 19801 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the by-laws of the corporation. To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation. To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. To designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation. 8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 1st day of April, 1997. /s/ D. J. Murphy ------------------------------- D. J. Murphy /s/ M. A. Brzoska ------------------------------- M. A. Brzoska /s/ L. J. Vitalo ------------------------------- L. J. Vitalo - 2 - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Monchem International, Inc., a company organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said Company adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Company: RESOLVED, that the Certificate of Incorporation of the Company be amended by changing the Article thereof numbered "3" so that, as amended, said Article shall be and read as follows: "The nature and the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware." SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Monchem International, Inc. has caused this certificate to be signed by R. L. Bishop, its President, this 18th day of December, 1998. MONCHEM INTERNATIONAL, INC. By /s/ R. L. Bishop ---------------------------- R. L. Bishop - 3 - EX-3.4(II) 8 ex3p4ii.txt BY-LAWS EXHIBIT 3.4(ii) MONCHEM INTERNATIONAL, INC. * * * * * * * * * * * B Y - L A W S Amended and Restated March 10, 2000 * * * * * * * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held in the County of St. Louis, State of Missouri, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1998, shall be held on the second Friday of February, if not a legal holiday, and if a legal holiday, then on the next secular day following at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. 2 Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken 3 without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than three (3) nor more than five (5). The first board shall consist of three (3) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of stockholders except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director or by a majority of the shareholders, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. Any director may be removed at any time with or without cause by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are now by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. 4 MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on three (3) days' notice to each director, either personally or by mail or 12 hours' notice by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board two (2) of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present 5 thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the 6 power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by-law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it 7 shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile transmission, electronic mail, telecopier, telegram or telex or telephoned or delivered to the director personally. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after such annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. 8 Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time with or without cause by the affirmative vote of a majority of the board of directors then in office, though less than a quorum. Any vacancy occurring shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall be ex-officio a member of all standing committees, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. THE VICE PRESIDENTS Section 7. In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES Section 8. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform 9 such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 9. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 11. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the board of directors, when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 12. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from 10 office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 13. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES OF STOCK Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the president or a vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of 11 directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFERS OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. 12 REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors, from time to time in their absolute discretion, think proper as a reserve or reserves to meet contingencies or for equalizing dividends or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall, when called for by the vote of the stockholders, present a full and clear statement of the business and condition of the corporation. 13 CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be the calendar year. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. INDEMNIFICATION Section 7(a). The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any claim, action, suit, or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, or employee of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, non-profit entity, or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person or a claim made by such person against the corporation only if such proceeding or claim was authorized by the board of directors of the corporation. 14 Section 7(b). The corporation shall pay the expenses of each person referred to in Section 7(a) of this Article VII incurred in defending any proceeding in advance of its final disposition, such advances to be paid by the corporation within 30 days after the receipt by the corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that, if the General Corporation Law of the State of Delaware requires, the advancement of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not, unless otherwise required by law, in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) prior to the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 7 of this Article VII or otherwise. Section 7(c). The right to indemnification conferred in Section 7 of this Article VII and the right to be paid by the corporation the expenses incurred in connection with any such proceeding in advance of its final disposition conferred in Section 7 of this Article VII each shall be a contract right. Section 7(d). To obtain indemnification under Section 7 of this Article VII, a claimant shall submit to the corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Section 7(e). If a claim for indemnification under Section 7(a) of this Article VII or a claim for payment of expenses under Section 7(b) of this Article VII is not paid in full by the corporation within 30 days after a written claim pursuant to Section 7(d) of this Article VII has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a 15 defense to any such action (other than actions brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the state of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Section 7(f). The rights conferred on any person by Section 7 of this Article VII shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. Section 7(g). Any repeal or modification of the foregoing provisions of Section 7 of this Article VII shall not adversely affect any right or protection hereunder of any person with respect to any act or omission occurring prior to or at the time of such repeal or modification. Section 7(h). The corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification, and rights to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the corporation to the fullest extent of the provisions of Section 7 of this Article VII with respect to the indemnification and advancement of expenses of directors, officers and employees of the corporation. Section 7(i). Any notice, request or other communication required or permitted to be given to the corporation under Section 7 of this Article VII shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the corporation. Section 7(j). If any provision or provisions of Section 7 of this Article VII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and 16 enforceability of the remaining provisions of Section 7 of this Article VII (including without limitation, each portion of any subsection of this Section 7 containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of Section 7 of this Article VII (including, without limitation, each such portion of any subsection of this Section 7 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. PROXIES Section 8. Unless otherwise provided by resolution adopted by the Board of Directors, the President, the Secretary, or any Assistant Secretary of the Company, may from time to time appoint an attorney or attorneys or agent or agents of the Company, in the name and on behalf of the Company, to cast the votes which the Company may be entitled to cast as the holder of stock or other securities in any other corporation, any of whose stock or other securities may be held by the Company, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name of the Company as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Company and under its corporate seal or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises. ARTICLE VIII AMENDMENTS Section 1. These by-laws may be altered, amended or repealed by the affirmative vote of the holders of a majority of the stock issued and outstanding and entitled to vote, cast at any annual or special meeting of the stockholders or by the affirmative vote of a majority of the whole board of directors at any regular or special meeting of the board of directors. 17 EX-3.5(I) 9 ex3p5i.txt CERTIFICATE OF INCORPORATION EXHIBIT 3.5(i) CERTIFICATE OF INCORPORATION OF SOLUTIA SYSTEMS, INC. 1. The name of the corporation is Solutia Systems, Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Cent ($.01), amounting in the aggregate to Ten Dollars and No Cents ($10.00). 5. The name and mailing address of the incorporator is as follows: Lorrie Maag 720 Olive Street, 24th Floor St. Louis, Missouri 63101 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the by-laws of the corporation. To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation. To set apart out of any of the funds of the corporation available for dividends as reserve or reserves for any proper purposes and to abolish any such reserve in the manner in which it was created. To designate one or more committees, each committee to consist of one or more of the directors of the corporations. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation. 8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. 9. The word "Solutia" is a trademark and a trade name of Solutia Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America. Consent from Solutia Inc. to use the trade name "Solutia" in the name of this Corporation has been obtained subject to the following terms and conditions: (i) such consent shall not confer any property right to this Corporation in or to such trade name, or any trademark or other trade name of Solutia Inc.; (ii) the right to use the trade name "Solutia" in the name of this Corporation shall automatically terminate upon written notice by said Solutia Inc. delivered at any time to the Secretary of this Corporation and thereupon the officers and stockholders of this Corporation, at its expense, will take promptly all necessary action to amend the Certificate of Incorporation and by-laws of this Corporation to delete the word "Solutia" from the name of this Corporation and cease use thereof; (iii) any additional right to use such trade name and any right to use any other trade name or any trademark, service mark or other trade or commercial symbol of Solutia Inc. that may be granted from time to time shall, upon written notice by said Solutia Inc. delivered at any time to the Secretary of this Corporation, terminate immediately unless otherwise provided in any agreement or other instrument entered into pursuant to clause (iv) below; and - 2 - (iv) upon request this Corporation shall execute one or more agreements or other instruments with Solutia Inc. to more fully set forth the above terms and conditions. WE, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 9th day of December, 1998. /s/ Lorrie Maag -------------------------- Lorrie Maag - 3 - EX-3.5(II) 10 ex3p5ii.txt BY-LAWS EXHIBIT 3.5(ii) SOLUTIA SYSTEMS, INC. * * * * * * * * * * * B Y - L A W S * * * * * * * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Annual meetings of stockholders, commencing with the year 1999, shall be held in the County of St. Louis, State of Missouri, at such place as may be fixed from time to time by the board of directors or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of meeting. Such meetings shall be held on the second Friday of February, if not a legal holiday, and if a legal holiday, then on the next business day following at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 2. Special meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the 2 certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than three (3) nor more than five (5). The first board shall consist of three (3) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director or by a majority of the shareholders, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. Any director may be removed at any time with or without cause by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the 3 corporation and do all such lawful acts and things as are now by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on three (3) days' notice to each director, either personally or by mail or 12 hours' notice by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board two (2) of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in 4 writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum 5 for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by-law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile transmission, electronic mail, telecopier, telegram or telex or telephoned or delivered to the director personally. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. 6 Section 2. The board of directors at its first meeting after such annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time with or without cause by the affirmative vote of a majority of the board of directors then in office, though less than a quorum. Any vacancy occurring shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall be ex-officio a member of all standing committees, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. THE VICE PRESIDENTS Section 7. In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES Section 8. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be 7 prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 9. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 11. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the board of directors, when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 12. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 13. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. 8 ARTICLE VI CERTIFICATES OF STOCK Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the president or a vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFERS OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. 9 FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors, from time to time in their absolute discretion, think proper as a reserve or reserves to meet contingencies or for equalizing dividends or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. 10 ANNUAL STATEMENT Section 3. The board of directors shall, when called for by the vote of the stockholders, present a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be the calendar year. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE VIII INDEMNIFICATION Section 1. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any claim, action, suit, or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, or employee of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, non-profit entity, or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person or a claim made by such person against the corporation only if such proceeding or claim was authorized by the board of directors of the corporation. 11 Section 2. The corporation shall pay the expenses of each person referred to in Section 1 of this Article VIII incurred in defending any proceeding in advance of its final disposition, such advances to be paid by the corporation within 30 days after the receipt by the corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that, if the General Corporation Law of the State of Delaware requires, the advancement of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not, unless otherwise required by law, in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) prior to the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article VIII or otherwise. Section 3. The right to indemnification conferred in this Article VIII and the right to be paid by the corporation the expenses incurred in connection with any such proceeding in advance of its final disposition conferred in this Article VIII each shall be a contract right. Section 4. To obtain indemnification under this Article VIII, a claimant shall submit to the corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Section 5. If a claim for indemnification under Section 1 of this Article VIII or a claim for payment of expenses under Section 2 of this Article VIII is not paid in full by the corporation within 30 days after a written claim pursuant to Section 4 of this Article VIII has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than actions brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the state of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Section 6. The rights conferred on any person by this Article VIII shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. 12 Section 7. Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection hereunder of any person with respect to any act or omission occurring prior to or at the time of such repeal or modification. Section 8. The corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification, and rights to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the corporation to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of directors, officers and employees of the corporation. Section 9. Any notice, request or other communication required or permitted to be given to the corporation under this Article VIII shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the corporation. Section 10. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VIII (including without limitation, each portion of any Section of this Article VIII containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any Section of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. ARTICLE IX CONTRACTS Section 1. Except as otherwise required by law, the certificate of incorporation or these by-laws, any contracts or other instruments may be executed and delivered in the name and on behalf of the corporation by such officer or officers of the corporation, as the board of directors may from time to time direct. Such authority may be general or confined to specific instances as the board may determine. The President or the Vice President may execute bonds, contracts, deeds, leases and other instruments to be made or executed for or on behalf of the corporation. 13 ARTICLE X AMENDMENTS Section 1. These by-laws may be altered, amended or repealed by the affirmative vote of the holders of a majority of the stock issued and outstanding and entitled to vote, cast at any annual or special meeting of the stockholders or by the affirmative vote of a majority of the whole board of directors at any regular or special meeting of the board of directors. 14 EX-5 11 ex5.txt OPINION OF KARL. R. BARNICKOL Exhibit 5 --------- Board of Directors of Solutia Inc. Re: Registration Statement of Solutia Inc. on Form S-3 Ladies and Gentlemen: I have examined the Registration Statement on Form S-3 including Post-Effective Amendment No. 1 to Form S-3 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") by Solutia Inc. to register the following securities: senior and subordinated debt securities; guarantees of debt securities; shares of common stock, $0.01 par value per share, including attached rights to purchase shares of Series A Junior Participating Preferred Stock under Solutia Inc.'s Rights Plan; shares of preferred stock, $0.01 par value per share; depositary shares representing shares of the preferred stock; warrants to purchase common stock, preferred stock, or depositary shares; stock purchase contracts; and stock purchase units; all of which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 at an aggregate initial public offering price not to exceed $800,000,000. I am familiar with the corporate proceedings taken by the Board of Directors to authorize the Registration Statement. I am also familiar with the Restated Certificate of Incorporation and the by-laws of Solutia Inc. In connection with this opinion, I have assumed that (a) the Registration Statement, and any amendments thereto (including post-effective amendments), relating to the offered securities will have become effective under the Securities Act of 1933, as amended (the "Act"); (b) a Prospectus Supplement will have been prepared and filed with the Commission describing the securities offered thereby; (c) all offered securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate Prospectus Supplement; (d) a definitive purchase, underwriting, sales agency or similar agreement with respect to the offered securities will have been duly authorized and validly executed and delivered by Solutia Inc. and the other parties thereto; and (e) any applicable indenture and indenture trustee will have been qualified under the Trust Indenture Act of 1939, as amended. Based on the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that: 1. Solutia Inc. has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware. 2. When the senior and/or subordinated debt securities and guarantees, if any, and the applicable indenture have been authorized by appropriate corporate authorization, the applicable indenture has been duly executed by the parties thereto, and the senior and/or subordinated debt securities and guarantees, if any, have been executed, authenticated and delivered in accordance with the applicable indenture against payment therefore, the debt securities and guarantees, if any, will be validly issued and the debt securities will constitute binding 2 obligations of Solutia Inc., and the guarantees, if any, will constitute binding obligations of the applicable subsidiary guarantors, in each case subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 3. When the common stock and/or the preferred stock have been duly authorized by appropriate corporate authorization and issued upon receipt of payment therefor, the common stock and/or preferred stock will be validly issued, fully paid, and non-assessable. 4. When the depositary shares and the related deposit agreement have been duly authorized by appropriate corporate authorization, the deposit agreement has been duly executed by the parties thereto, and the depositary shares are executed and issued in accordance with the depositary agreement upon receipt of payment therefor, the depositary shares will be validly issued, fully paid, and non-assessable. 5. When the warrants and the related warrant agreement have been duly authorized by appropriate corporate authorization, the warrant agreement has been duly executed by the parties thereto, and the warrants have been executed, countersigned, and delivered in accordance with the warrant agreement against payment therefor, the warrants will be validly issued and will constitute binding obligations of Solutia Inc., subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 6. When the stock purchase contracts and the purchase contract agreement relating to the stock purchase contracts have been duly authorized by appropriate corporate authorization and validly executed and delivered by the parties thereto, and the stock purchase contracts have been duly executed and issued in accordance with the purchase contract agreement, the stock purchase contracts will constitute valid and binding obligations of Solutia Inc., enforceable against Solutia Inc. in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 7. When the stock purchase units, purchase contract agreements relating to the stock purchase contracts comprising a part of the units and stock purchase contracts have been duly authorized by appropriate corporate authorization and validly executed and delivered by the parties thereto, and the stock purchase contracts have been duly executed and issued in accordance with the purchase contract agreement, the stock purchase units will constitute valid and binding obligations of Solutia Inc., enforceable against Solutia Inc. in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 3 I hereby consent to the use of this opinion as an exhibit to the Registration Statement relating to the securities described above and to the use of my name under the heading "Validity of Securities" in the related prospectus. In giving this consent I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933. /s/ Karl R. Barnickol Karl R. Barnickol General Counsel Solutia Inc. St. Louis, Missouri March 11, 2002 EX-23.1 12 ex23p1.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 ------------ INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-75812 of Solutia Inc. on Form S-3 of our report dated March 4, 2002, appearing in the Annual Report on Form 10-K of Solutia Inc. for the year ended December 31, 2001 (which report expresses an unqualified opinion and includes an explanatory paragraph referring to a change in accounting principle) and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Saint Louis, Missouri March 7, 2002 EX-23.2 13 ex24p2.txt POWERS OF ATTORNEY Exhibit 24.2 ------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears below, as a Director or Officer of CPFILMS INC. (the "Company"), a Delaware corporation with its general offices in the County of Henry, Virginia, does hereby make, constitute and appoint Karl R. Barnickol and Karen L. Knopf, or either of them acting alone, to be his or her true lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 and any and all amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), including any subsequent registration statement filed pursuant to Rule 462(b), covering the registration of senior and subordinated debt securities, guarantees of debt securities, common stock, preferred stock, or any hybrid or combination thereof, equity purchase contracts, and equity purchase units ("Securities"), including without limitation, warrants or other rights to purchase Securities and Securities convertible into other Securities, to be issued from time to time after the Registration Statement becomes effective, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as they might have done or could do if personally present and executing any of said documents. Dated and effective as of the 26th day of February, 2002. /s/ Ken Vickers /s/ G. Bruce Greer, Jr. - ------------------------------ ------------------------------- Ken Vickers G. Bruce Greer, Jr. President and Director Director (Principal Executive Officer) /s/ Philip Solomon /s/ Victoria M. Holt - ------------------------------ ------------------------------- Philip Solomon Victoria M. Holt Vice President, Treasurer, Director Assistant Secretary and Director (Principal Accounting and Financial Officer) /s/ J.F. Quinn ------------------------------- Jeff F. Quinn Director EX-23.3 14 ex24p3.txt POWERS OF ATTORNEY Exhibit 24.3 ------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears below, as a Director or Officer of MONCHEM, INC. (the "Company"), a Delaware corporation with offices in the County of St. Louis, Missouri, does hereby make, constitute and appoint Karl R. Barnickol and Karen L. Knopf, or either of them acting alone, to be his or her true lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 and any and all amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), including any subsequent registration statement filed pursuant to Rule 462(b), covering the registration of senior and subordinated debt securities, guarantees of debt securities, common stock, preferred stock, or any hybrid or combination thereof, equity purchase contracts, and equity purchase units ("Securities"), including without limitation, warrants or other rights to purchase Securities and Securities convertible into other Securities, to be issued from time to time after the Registration Statement becomes effective, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as they might have done or could do if personally present and executing any of said documents. Dated and effective as of the 26th day of February, 2002. /s/ Kevin Wilson ------------------------------- C. Kevin Wilson President and Director (Principal Executive Officer) /s/ J.F. Quinn ------------------------------- Jeff F. Quinn Vice President, Treasurer and Director (Principal Financial and Accounting Officer) /s/ J.M. Sullivan ------------------------------- James M. Sullivan Director EX-23.4 15 ex24p4.txt POWERS OF ATTORNEY Exhibit 24.4 ------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears below, as a Director or Officer of MONCHEM INTERNATIONAL, INC. (the "Company"), a Delaware corporation with offices in the County of St. Louis, Missouri, does hereby make, constitute and appoint Karl R. Barnickol and Karen L. Knopf, or either of them acting alone, to be his or her true lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 and any and all amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), including any subsequent registration statement filed pursuant to Rule 462(b), covering the registration of senior and subordinated debt securities, guarantees of debt securities, common stock, preferred stock, or any hybrid or combination thereof, equity purchase contracts, and equity purchase units ("Securities"), including without limitation, warrants or other rights to purchase Securities and Securities convertible into other Securities, to be issued from time to time after the Registration Statement becomes effective, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as they might have done or could do if personally present and executing any of said documents. Dated and effective as of the 26th day of February, 2002. /s/ Kevin Wilson ------------------------------- C. Kevin Wilson President and Director (Principal Executive Officer) /s/ J.M. Sullivan ------------------------------- James M. Sullivan Vice President, Treasurer and Director (Principal Financial and Accounting Officer) /s/ J.F. Quinn ------------------------------- Jeff F. Quinn Director EX-23.5 16 ex24p5.txt POWERS OF ATTORNEY Exhibit 24.5 ------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears below, as a Director or Officer of SOLUTIA SYSTEMS, INC. (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, does hereby make, constitute and appoint Karl R. Barnickol and Karen L. Knopf, or either of them acting alone, to be his or her true lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 and any and all amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), including any subsequent registration statement filed pursuant to Rule 462(b), covering the registration of senior and subordinated debt securities, guarantees of debt securities, common stock, preferred stock, or any hybrid or combination thereof, equity purchase contracts, and equity purchase units ("Securities"), including without limitation, warrants or other rights to purchase Securities and Securities convertible into other Securities, to be issued by the Company from time to time after the Registration Statement becomes effective, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as they might have done or could do if personally present and executing any of said documents. Dated and effective as of the 26th day of February, 2002. /s/ Frank Riddick, Jr. ------------------------------- Frank Riddick, Jr. Director /s/ J.F. Quinn ------------------------------- Jeff F. Quinn Treasurer and Director (Principal Financial and Accounting Officer) /s/ Kevin Wilson ------------------------------- C. Kevin Wilson President and Director (Principal Executive Officer) -----END PRIVACY-ENHANCED MESSAGE-----