-----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, Hq6wgWmdaWBJsgyuFSNfprFpiXABGn8Aw5Tu4f41UvOfeF6zYc6yek3Z/flk/vTB OiF4+hYkSS99Wf4OCREdIQ== 0000029915-99-000020.txt : 19990329 0000029915-99-000020.hdr.sgml : 19990329 ACCESSION NUMBER: 0000029915-99-000020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990326 EFFECTIVENESS DATE: 19990326 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: SEC FILE NUMBER: 333-75127 FILM NUMBER: 99574723 BUSINESS ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 5176361000 MAIL ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 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 ____________________ 1999-2000 PETRODOW EMPLOYEES' STOCK PURCHASE PLAN (Full title of the plan) _________________________ JOHN SCRIVEN Vice President, General Counsel and Secretary 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 price offering registration registered per unit price fee Common Stock, par value $2.50 per share, 2,000 $83.45 $166,900.00 $100.00 of The Dow Chemical shares 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, 1998 (The consolidated financial statements and the 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) The description of Dow's Common Stock, par value $2.50 per share, contained in a registration statement filed pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Act") and any amendments or reports filed for the purpose of updating that description. All documents subsequently filed by Dow pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Act prior to the filing of a post-effective amendment which indicates that all the 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 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, 1998, 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a Director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 March 26, 1999. THE DOW CHEMICAL COMPANY (Registrant) By: /s/ JOHN SCRIVEN John Scriven Vice President, General Counsel and 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 date indicated. A. A. ALLEMANG* Director and Vice A. A. Allemang President J. K. BARTON* Director J. K. Barton D. T. BUZZELLI* Director D. T. Buzzelli A. J. CARBONE* Director and Executive A. J. Carbone Vice President J. C. DANFORTH* Director J. C. Danforth W. D. DAVIS* Director W. D. Davis J. L. DOWNEY* Director J. L. Downey E. C. FALLA* Director E. C. Falla B. H. FRANKLIN* Director B. H. Franklin A. D. GILMOUR* Director A. D. Gilmour G. M. LYNCH* Vice President and G. M. Lynch Controller M. D. PARKER* Director and M. D. Parker Executive Vice President F. P. POPOFF* Director and F. P. Popoff Chairman of the Board J. P. REINHARD* Director, Executive Vice J. P. Reinhard President and Chief Financial Officer H. T. SHAPIRO* Director H. T. Shapiro W. S. STAVROPOULOS* Director, President and W. S. Stavropoulos Chief Executive Officer P. G. STERN* Director P. G. Stern *By: /s/ JOHN SCRIVEN John Scriven Attorney-in-fact Dated: March 26, 1999 EXHIBIT INDEX Exhibit No. Description of Exhibit Page Number 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, 1998, incorporated herein by this reference. 23 Independent Auditors' Consent . 9 24 Power of Attorney. 10-12 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 10, 1999, appearing in the Annual Report on Form 10-K of The Dow Chemical Company for the year ended December 31, 1998, and to the reference to us under Item 3, "Incorporation of Documents by Reference," of this Registration Statement. Deloitte & Touche LLP Midland, Michigan 48642 March 26, 1999 EX-24 3 EXHIBIT 24 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints John Scriven or J. Pedro Reinhard, 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 1999-2000 Employees' Stock Purchase Plan of The Dow Chemical Company and the 1999-2000 Petrodow Employees' Stock Purchase Plan, 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 A. A. ALLEMANG Director and February 11, 1999 A. A. Allemang Vice President J. K. BARTON Director February 11, 1999 J. K. Barton D. T. BUZZELLI Director February 11, 1999 D. T. Buzzelli A. J. CARBONE Director and February 11, 1999 A. J. Carbone Executive Vice President J. C. DANFORTH Director February 11, 1999 J. C. Danforth W. D. DAVIS Director February 11, 1999 W. D. Davis SIGNATURE TITLE DATE J. L. DOWNEY Director February 11, 1999 J. L. Downey E. C. FALLA Director February 11, 1999 E. C. Falla B. H. FRANKLIN Director February 11, 1999 B. H. Franklin A. D. GILMOUR Director February 11, 1999 A. D. Gilmour G. M. LYNCH Vice President February 11, 1999 G. M. Lynch and Controller M. D. PARKER Director and February 11, 1999 M. D. Parker Executive Vice President F. P. POPOFF Director and February 11, 1999 F. P. Popoff Chairman of the Board J. P. REINHARD Director, February 11, 1999 J. P. Reinhard Executive Vice President and Chief Financial Officer SIGNATURE TITLE DATE H. T. SHAPIRO Director February 11, 1999 H. T. Shapiro W. S. STAVROPOULOS Director, February 11, 1999 W. S. Stavropoulos President and Chief Executive Officer P. G. STERN Director February 11, 1999 P. G. Stern -----END PRIVACY-ENHANCED MESSAGE-----