-----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, HUhABn5ShnV/fvheYpufRbUhDDvlxvfX1Ktvopb+ceCgthV7cB8XVMbsVLJ+Ywga L90fEHI/oUHnSSBeSwaeEQ== 0001068800-99-000091.txt : 19990317 0001068800-99-000091.hdr.sgml : 19990317 ACCESSION NUMBER: 0001068800-99-000091 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990316 EFFECTIVENESS DATE: 19990316 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: S-8 SEC ACT: SEC FILE NUMBER: 333-74463 FILM NUMBER: 99566117 BUSINESS ADDRESS: STREET 1: 10300 OLIVE BLVD STREET 2: P O BOX 66760 CITY: ST LOUIS STATE: MO ZIP: 63166-6760 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: 10300 OLIVE BLVD STREET 2: 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 S-8 1 SOLUTIA INC. FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 1999 Registration Statement File No. 333- ======================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 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 of (I.R.S. Employer incorporation or organization) Identification No.) 10300 OLIVE BOULEVARD 63166-6760 P. O. BOX 66760 (Zip Code) ST. LOUIS, MISSOURI (Address of Principal Executive Offices) SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN (full title of the plan) KARL R. BARNICKOL, ESQ. General Counsel Solutia Inc. 10300 Olive Boulevard P. O. Box 66760 St. Louis, Missouri 63166-6760 (Name and address of Agent for service) (314) 674-1000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE =============================================================================================================================
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF REGISTERED PRICE PER SHARE AGGREGATE OFFERING REGISTRATION FEE PRICE - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 225,000 $19.3125 $4,345,312.50 $1,308 (and associated Preferred Share Purchase Rights) ============================================================================================================================= Section 19 of the Solutia Inc. Non-Employee Director Compensation Plan (the "Plan") provides that in the event of a stock dividend, stock split, or other change in corporate capitalization, the total number of shares subject to the Plan may be adjusted proportionately. Accordingly, pursuant to Rule 416, this registration statement covers, in addition to the number of shares of Common Stock stated above, an indeterminate number of shares and associated Preferred Share Purchase Rights which, by reason of any such event, may become subject to the Plan. Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(h)(1) and based on the average of the high and low prices of the Common Stock as reported in The Wall Street Journal for the New York Stock Exchange Composite Transactions for March 10, 1999. Includes a minimum registration fee of $100 for the Preferred Share Purchase Rights.
========================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. Pursuant to General Instruction E to Form S-8, Solutia Inc. (the "Company") incorporates by reference the contents of the Company's Registration Statement on Form S-8 (File No. 333-35689) as filed with the Securities and Exchange Commission ("SEC") on September 16, 1997, except as the foregoing may be modified by the information set forth herein. This Registration Statement is being filed to register an additional 225,000 shares of Company Common Stock, $0.0l par value (the "Common Stock") and associated Preferred Share Purchase Rights. ITEM 8. EXHIBITS. See Exhibit Index at page 4. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this 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 this the 16th of March, 1999. SOLUTIA INC. (Registrant) By /s/ Karl R. Barnickol ------------------------- Karl R. Barnickol Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- Chairman, Chief Executive Officer March 16, 1999 - ---------------------- and Director (Principal Executive Officer) Robert G. Potter President and Director March 16, 1999 - ---------------------- John C. Hunter III Senior Vice President and Chief March 16, 1999 - ---------------------- Financial Officer (Principal Financial Officer) Robert A. Clausen Vice President and Controller March 16, 1999 - ---------------------- (Principal Accounting Officer) Roger S. Hoard Director March 16, 1999 - ---------------------- Robert T. Blakely Director March 16, 1999 - ---------------------- Joan T. Bok Director March 16, 1999 - ---------------------- Paul H. Hatfield Director March 16, 1999 - ---------------------- Robert H. Jenkins Director March 16, 1999 - ---------------------- Howard M. Love 2 SIGNATURE TITLE DATE --------- ----- ---- Director March 16, 1999 - ------------------------ Frank A. Metz, Jr. Director March 16, 1999 - ------------------------ William D. Ruckelshaus Director March 16, 1999 - ------------------------ 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 3 EXHIBIT INDEX These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit No. Description - ----------- ----------- 4 Rights Agreement, dated as of August 6, 1997 between the Company and First Chicago Trust Company of New York (incorporated herein by reference to Exhibit 4 of the Company's Registration Statement on Form 10 filed with the Commission on August 7, 1997). 5 Omitted -- Inapplicable 15 Omitted -- Inapplicable 23 Consent of Deloitte & Touche LLP 24 Powers of Attorney submitted by Robert G. Potter, John C. Hunter III, Robert A. Clausen, Roger S. Hoard, Robert T. Blakely, Joan T. Bok, Paul H. Hatfield, Robert H. Jenkins, Howard M. Love, Frank A. Metz, Jr., William D. Ruckelshaus and John B. Slaughter (incorporated herein by reference to Exhibit 24(a) of the Company's Form 10-K for the year ended December 31, 1998 filed on March 16, 1999) 4 EX-23 2 CONSENT OF EXPERT EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS Solutia Inc.: We consent to the incorporation by reference in this Registration Statement of Solutia Inc. on Form S-8 of our reports dated February 24, 1999 (which include an explanatory paragraph as to a change in method of accounting in 1997), appearing in and incorporated by reference in your Annual Report on Form 10-K for the year ended December 31, 1998. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Saint Louis, Missouri March 15, 1999 5 -----END PRIVACY-ENHANCED MESSAGE-----