0000029915-95-000034.txt : 19950815 0000029915-95-000034.hdr.sgml : 19950815 ACCESSION NUMBER: 0000029915-95-000034 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950814 EFFECTIVENESS DATE: 19950902 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/ CENTRAL INDEX KEY: 0000029915 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 381285128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61795 FILM NUMBER: 95562943 BUSINESS ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 5176361000 S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________________ Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ THE DOW CHEMICAL COMPANY (a Delaware corporation) Executive Offices -- 2030 Dow Center Midland, Michigan 48674 (Name, state of incorporation and address of principal executive office of registrant) I.R.S. Employer Identification No. 38-1285128 ____________________ THE DOW CHEMICAL COMPANY ELECTIVE DEFERRAL PLAN (Full title of the plan) _________________________ ENRIQUE C. FALLA Executive Vice President and Chief Financial Officer THE DOW CHEMICAL COMPANY 2030 Dow Center Midland, Michigan 48674 (Name and address of agent for service) Telephone: (517) 636-1000 ____________________ CALCULATION OF REGISTRATION FEE Proposed Proposed Title maximum maximum of securities Amount to offering aggregate Amount of to be registered be registered price offering registration registered per unit price fee Deferred Compensation and $100,000,000 N/A $100,000,000 $34,482.76 Matching Contributions by The Dow Chemical Company PART II Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by The Dow Chemical Company ("Dow") with the Securities and Exchange Commission (the "Commission") are incorporated herein by this reference: (a) Dow's Annual Report on Form 10-K for the year ended December 31, 1994 (The consolidated financial statements and financial statement schedule included in such Annual Report have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing therein, and have been so incorporated in this Registration Statement in reliance upon such report given upon the authority of said firm as experts in accounting and auditing.); (b) Dow's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995; and Dow's Current Reports on Form 8-K filed with the Commission on January 20, 1995, January 25, 1995, May 3, 1995, May 15, 1995 and June 28, 1995. All documents subsequently filed by Dow pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES. The Dow Chemical Company Elective Deferral Plan (the "Plan") provides designated Dow employees ("Participant(s)") with an opportunity to defer a portion of their compensation and accumulate tax-deferred earnings thereon. A brief description of certain aspects of the Plan follows (The official provisions of the Plan are contained in the Plan Document, which controls in the event of a discrepancy.): (a) The Plan allows a Participant to defer a portion of his or her pre-tax salary and performance awards. The amount deferred will be credited to that Participant's account, and earnings based on one of two methods selected by the Participant will accumulate thereon on a tax-deferred basis. (b) Deferrals are eligible for partial matching contributions by Dow. (c) Benefits from the Plan may be received while the Participant is employed at Dow or at retirement in a lump sum or in monthly payments up to 15 years. Upon death, any such benefits not previously paid out will be paid to a designated beneficiary. Income taxes on deferred amounts, including earnings thereon, will not be required to be paid until such benefits are paid to the Participant or his or her beneficiary. (d) Each Participant is an unsecured general creditor of Dow with respect to his or her own Plan benefits. Benefits are payable solely from Dow's general assets, and are subject to the risk of corporate insolvency. Each Participant's deferred compensation will be mingled with the general funds of Dow and may therefore be subject to a lien or security interest of other creditors. (e) The total amount of securities being registered pursuant to this Registration Statement is $100,000,000. (f) Dow reserves the right to amend or partially or completely terminate the Plan, provided that such amendment or termination does not result in any reduction of a Participant's account balance, including pervious earnings or losses, as of the date of such amendment or termination. (g) Dow has appointed the Retirement Board to assist in administering the Plan. The Retirement Board has the right to interpret the Plan and determine all other matters that might arise under the terms and conditions of the Plan. Its decisions are final and binding on all Participants. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Article VI of its Restated Certificate of Incorporation, as amended, Dow may indemnify its Directors, officers, employees and agents to such extent as is permitted by the laws of the State of Delaware and as Dow's Bylaws may from time to time provide. Section 145 of the General Corporation Law of the State of Delaware empowers Dow to indemnify, subject to the standards and limitations therein prescribed, any person in connection with any action, suit or proceeding brought or threatened by reason of the fact that such person is or was a Director, officer, employee or agent of Dow or is or was serving in such capacity with respect to another corporation or other enterprise at the request of Dow. Under Section VI of the Bylaws of Dow, Dow is required to indemnify its Directors, officers and employees to the full extent permitted by Delaware law whenever such a person is a defendant in any legal proceeding. Section VI also gives the Company discretion to indemnify Directors, officers, employees and agents in other legal proceedings to which they are made a party. Any indemnification of a Director, officer, employee or agent of the Company must be approved by the Board of Directors. Dow maintains a Directors' and officers' liability insurance policy that indemnifies Dow's Directors and officers against certain losses in connection with claims made against them for certain wrongful acts. Item 8. EXHIBITS. Exhibit No. Description of Exhibit 4(a) Restated Certificate of Incorporation of The Dow Chemical Company, filed as Exhibit 3(a) to Dow's Annual Report on Form 10-K for the year ended December 31, 1992, incorporated herein by this reference. 4(b) Bylaws of The Dow Chemical Company, filed as Exhibit 3(ii) to Dow's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by this reference. 23 Independent Auditors' Consent. 24 Power of Attorney. Item 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of 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; (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 registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed 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. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a Director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Michigan, on August 11, 1995. THE DOW CHEMICAL COMPANY (Registrant) By: /s/ DONNA J. ROBERTS Donna J. Roberts, Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ J. K. BARTON* Director August 11, 1995 J. K. Barton /s/ D. T. BUZZELLI* Director and Vice August 11, 1995 D. T. Buzzelli President /s/ F. P. CORSON* Director and Vice August 11, 1995 F. P. Corson President /s/ W. D. DAVIS* Director August 11, 1995 W. D. Davis /s/ M. L. DOW* Director August 11, 1995 M. L. Dow /s/ J. L. DOWNEY* Director August 11, 1995 J. L. Downey /s/ E. C. FALLA* Director and Executive August 11, 1995 E. C. Falla Vice President (Chief Financial Officer) /s/ B. H. FRANKLIN* Director August 11, 1995 B. H. Franklin /s/ R. L. KESSELER* Vice President and August 11, 1995 R. L. Kesseler Controller /s/ W. J. NEELY* Director August 11, 1995 W. J. Neely /s/ F. P. POPOFF* Director and Chairman August 11, 1995 F. P. Popoff of the Board (Chief Executive Officer) /s/ H. T. SHAPIRO* Director August 11, 1995 H. T. Shapiro /s/ E. J. SOSA* Director and Senior August 11, 1995 E. J. Sosa Vice President /s/ W. S. STAVROPOULOS* Director and President August 11, 1995 W. S. Stavropoulos (Chief Operating Officer) /s/ P. G. STERN* Director August 11, 1995 P. G. Stern /s/ *By: DONNA J. ROBERTS Donna J. Roberts Attorney-in-fact Dated: August 11, 1995 EXHIBIT INDEX Exhibit No. Description of Exhibit 4(a) Restated Certificate of Incorporation of The Dow Chemical Company, filed as Exhibit 3(a) to Dow's Annual Report on Form 10-K for the year ended December 31, 1992, incorporated herein by this reference. 4(b) Bylaws of The Dow Chemical Company, filed as Exhibit 3(ii) to Dow's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by this reference. 23 Independent Auditors' Consent . 24 Power of Attorney. EX-23 2 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Dow Chemical Company on Form S-8 of our report dated February 8, 1995 appearing in the Annual Report on Form 10- K of The Dow Chemical Company for the year ended December 31, 1994, and to the reference to us under Item 3, "Incorporation of Documents by Reference", of this Registration Statement. /s/ DELOITTE & TOUCHE LLP Deloitte & Touche Midland, Michigan August 9, 1995 EX-24 3 EXHIBIT 24 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints DONNA J. ROBERTS, JOHN SCRIVEN or ENRIQUE C. FALLA, acting severally, as his or her attorney-in-fact and agent, to sign any registration statement on Form S-8 and any or all amendments (including post-effective amendments) to such registration statement in connection with the Elective Deferral Plan of The Dow Chemical Company, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent full power and authority to perform any act in connection with any of the foregoing as fully to all intents and purposes as he or she might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Each attorney-in-fact and agent is hereby granted full power of substitution and revocation with respect hereto. SIGNATURE TITLE DATE /s/ J. K. BARTON Director July 12, 1995 J. K. Barton /s/ D. T. BUZZELLI Director and Vice July 10, 1995 D. T. Buzzelli President /s/ F. P. CORSON Director and Vice July 7, 1995 F. P. Corson President /s/ W. D. DAVIS Director July 13, 1995 W. D. Davis /s/ M. L. DOW Director July 13, 1995 M. L. Dow /s/ J. L. DOWNEY Director July 13, 1995 J. L. Downey /s/ E. C. FALLA Director and Executive July 13, 1995 E. C. Falla Vice President (Chief Financial Officer) /s/ B. H. FRANKLIN Director July 13, 1995 B. H. Franklin /s/ R. L. KESSELER Vice President and July 13, 1995 R. L. Kesseler Controller /s/ W. J. NEELY Director July 12, 1995 W. J. Neely /s/ F. P. POPOFF Director and Chairman July 11, 1995 F. P. Popoff of the Board (Chief Executive Officer) /s/ H. T. SHAPIRO Director July 13, 1995 H. T. Shapiro /s/ E. J. SOSA Director and Senior July 13, 1995 E. J. Sosa Vice President /s/ W. S. STAVROPOULOS Director and President July 11, 1995 W. S. Stavropoulos (Chief Operating Officer) /s/ P. G. STERN Director July 13, 1995 P. G. Stern