0000074303-11-000062.txt : 20110822 0000074303-11-000062.hdr.sgml : 20110822 20110822172601 ACCESSION NUMBER: 0000074303-11-000062 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20110822 DATE AS OF CHANGE: 20110822 EFFECTIVENESS DATE: 20110822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLIN CORP CENTRAL INDEX KEY: 0000074303 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 131872319 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-176432 FILM NUMBER: 111050614 BUSINESS ADDRESS: STREET 1: OLIN CORP STREET 2: 190 CARONDELET PLAZA SUITE 1530 CITY: CLAYTON STATE: MO ZIP: 63105 BUSINESS PHONE: 3144801400 MAIL ADDRESS: STREET 1: OLIN CORP STREET 2: 190 CARONDELET PLAZA SUITE 1530 CITY: CLAYTON STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: OLIN MATHIESON CHEMICAL CORP DATE OF NAME CHANGE: 19691008 S-8 1 ceopolins8aug2011.htm FORM S-8 ceopolins8aug2011.htm
Registration No.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

OLIN CORPORATION
(Exact name of registrant as specified in its charter)
 
Virginia
13-1872319
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
190 Carondelet Plaza, Suite 1530, Clayton, MO
63105
(Address of Principal Executive Offices)
(Zip Code)

OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
(Full title of the plan)

G. H. Pain
Senior Vice President, General Counsel and Secretary
Olin Corporation
190 Carondelet Plaza, Suite 1530
Clayton, Missouri  63105
(Name and address of agent for service)
 
314-480-1400
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
[x]
Accelerated filer
[  ]
Non-accelerated filer
[  ]
Smaller reporting company
[  ]

CALCULATION OF REGISTRATION FEE
 
Title of securities to be registered
 
Amount to be registered
 
Proposed maximum offering price per share(2)
 
Proposed maximum aggregate offering price(2)
 
Amount of registration fee
Common Stock (par value $1.00 per share)
 
3,000,000(1)
 
 
$18.62
 
$55,860,000
 
 
$6,486.00
 
 
(1)           In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the Plan, as well as any additional shares of Common Stock which become issuable under the Plan by reason of any stock dividend or stock split or as the result of other anti-dilution provisions in the Plan.
 
(2)           Estimated solely for purposes of calculating the amount of the registration fee, pursuant to Rule 457(c) and (h), based upon the average of the high and low prices reported for the Common Stock on August 18, 2011, on the New York Stock Exchange consolidated reporting system.

 
 

 

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE

Olin Corporation (“Company”) has prepared this Registration Statement (the “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 3,000,000 shares of Common Stock, which will be issued in accordance with our Contributing Employee Ownership Plan (“Plan”).

INCORPORATION OF CONTENTS OF REGISTRATION
STATEMENT BY REFERENCE

The Company filed a registration statement on Form S-8 (File No. 333-153183) with the Securities and Exchange Commission (“SEC”) covering the registration of 3,000,000 shares for issuance under the Plan.  Pursuant to General Instruction E of Form S-8 and Rule 429, this Registration Statement is being filed to register an additional 3,000,000 shares pursuant to the Plan.  The contents of the prior registration statement (File No. 333-153183) are incorporated herein by reference.

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

We incorporate by reference the documents listed below which were filed with the SEC under the Securities Exchange Act of 1934:

(a)  
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010;

(b)  
The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2010;

(c)  
Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2011 and June 30, 2011;

(d)  
Our Current Reports on Form 8-K or Form 8-K/A filed on January 31, 2011, March 3, 2011, May 3, 2011, May 5, 2011, and July 22, 2011; and

(e)  
The descriptions of our Common Stock contained in Amendment No. 3 to Olin’s Registration Statement on Form S-4 filed on August 14, 2002 (Registration No. 333-88990).

We also incorporate by reference each of the following documents that we will file with the SEC after the date of this registration statement until this offering is completed, which documents shall be deemed to be incorporated herein from the date of filing of such documents:

 
─  
reports filed under Section 13(a) and (c) of the Securities Exchange Act of 1934;

 
─  
definitive proxy or information statements filed under Section 14 of the Securities Exchange Act of 1934 in connection with any subsequent stockholders’ meeting; and

 
─  
any reports filed under Section 15(d) of the Securities Exchange Act of 1934.

Item 8.                       EXHIBITS

The Exhibits to this Registration Statement are listed in the Exhibit Index to this Registration Statement, which Index is incorporated herein by reference.



 
 

 

SIGNATURES

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 Clayton, State of Missouri, on August 22, 2011.
 
 
                   OLIN CORPORATION

                   By:  /s/ G. H. Pain          
                     G. H. Pain, Senior Vice President, General Counsel and Secretary
 
 

POWER OF ATTORNEY
 
We the undersigned officers and directors of Olin Corporation, hereby severally constitute and appoint Joseph D. Rupp, George H. Pain, and John E. Fischer, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.
 
 
 

 
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 date indicated.

Signature
Title
Date
 
 
/s/ Joseph D. Rupp               
Joseph D. Rupp
 
Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)
 
 
August 22, 2011
 
 
/s/ John E. Fischer                
John E. Fischer
 
 
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
 
 
August 22, 2011
 
 
/s/ Todd A. Slater                  
Todd A. Slater
 
Vice President, Finance and Controller (Principal Accounting Officer)
 
 
August 22, 2011
 
 
 
/s/ Gray G. Benoist              
Gray G. Benoist
 
 
 
Director
 
 
 
August 22, 2011
 
 
/s/ Donald W. Bogus            
Donald W. Bogus
 
 
 
Director
 
 
 
August 22, 2011
 
 
 
/s/ C. Robert Bunch              
C. Robert Bunch
 
 
Director
 
 
 
August 22, 2011
 
 
 
/s/ Randall W. Larrimore   
Randall W. Larrimore
 
 
Director
 
 
August 22, 2011
 
 
 
/s/ John M.B. O’Connor   
John M.B. O’Connor
 
 
Director
 
 
August 22, 2011
 
 
 
/s/ Richard M. Rompala   
Richard M. Rompala
 
 
Director
 
 
August 22, 2011
 
 
 
/s/ Philip J. Schulz     
Philip J. Schulz
 
 
Director
 
 
August 22, 2011
 
 
 
/s/ Vincent J. Smith              
Vincent J. Smith
 
 
Director
 
 
August 22, 2011
 


 
 

 


Plan.  Pursuant to the requirements of the Securities Act of 1933, the Olin Corporation Contributing Employee Ownership Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Clayton, State of Missouri, on this 22nd day of August, 2011.

OLIN CORPORATION CONTRIBUTING
EMPLOYEE OWNERSHIP PLAN

By the Pension and CEOP Administrative Committee

/s/ Dolores J. Ennico        
Dolores J. Ennico

/s/ Sharon E. Doughty       
Sharon E. Doughty

/s/ Denise C. Lockwood   
Denise C. Lockwood

/s/ Mary Ann T. DeRosa   
Mary Ann T. DeRosa



 
 

 

EXHIBIT INDEX

EXHIBIT                           DESCRIPTION
 
5
Opinion of Counsel
   
23.1
Consent of KPMG LLP
   
23.2
Consent of Ernst & Young LLP
   
23.3
Consent of EisnerAmper LLP
   
23.4
Consent of Amper, Politziner & Mattia, LLP
   
23.5
Consent of Counsel (contained in Exhibit 5)
   
24
Power of Attorney (included on signature page)
   
99
Olin Corporation Contributing Employee Ownership Plan Amended and Restated effective as of December 31, 2009 (incorporated by reference from Exhibit 10(dd) to Olin’s Form 10-K for the year ended December 31, 2009)

 

EX-5 2 exhibit5.htm OPINION OF COUNSEL Unassociated Document
Exhibit 5



                   August 22, 2011

 
Olin Corporation
190 Carondelet Plaza, Suite 1530
Clayton, Missouri  63105

Re:
Shares of Common Stock to be Issued Under Olin Corporation Contributing Employee Ownership Plan

Ladies and Gentlemen:

I refer to the Registration Statement on Form S-8 of Olin Corporation, a Virginia corporation (the “Company”), to be filed with the Securities and Exchange Commission today.  This Registration Statement is filed for the purpose of registering under the Securities Act of 1933, 3,000,000 shares of Common Stock, par value $1.00 per share (“Common Stock”), of the Company in connection with the Olin Corporation Contributing Employee Ownership Plan (“Plan”).

I have examined the Articles of Incorporation, as amended and restated, the By-laws of the Company, as presently in effect, minutes of the applicable meetings of the Board of Directors and shareholders of the Company, or statements of unanimous consent in lieu of such meetings, together with such other corporate records, certificates of public officials and other documents as I have deemed relevant to this opinion.

Based upon the foregoing, it is my opinion that all of the aforesaid 3,000,000 shares of Common Stock associated with the Plan, as shall be issued from authorized stock of the Company as described in such Registration Statement, shall be, when so issued, legally issued, fully paid and non-assessable.  I hereby consent to the inclusion of this opinion in the Registration Statement as an exhibit thereto.

                   Very truly yours,


                  /s/ G. H. Pain            
                   G. H. Pain
                   Senior Vice President, General Counsel and Secretary
EX-23.1 3 kpmgexhibit231.htm CONSENT OF KPMG LLP kpmgexhibit231.htm

 
Exhibit 23.1
 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors
Olin Corporation:
 
We consent to the use of our report dated February 23, 2011, with respect to the consolidated balance sheets of Olin Corporation and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2010, and the effectiveness of internal control over financial reporting as of December 31, 2010, incorporated herein by reference.
 
/s/ KPMG LLP
 
St. Louis, Missouri
August 22, 2011
 

 

EX-23.2 4 eyexhibit232.htm CONSENT OF ERNST & YOUNG LLP Unassociated Document
Exhibit 23.2


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in the Registration Statement (Form S-8) of Olin Corporation pertaining to the Olin Corporation Contributing Employee Ownership Plan of our report dated February 18, 2011, with respect to the financial statements of the SunBelt Chlor Alkali Partnership included in the Annual Report (Form 10-K) of Olin Corporation for the year ended December 31, 2010, filed with the Securities and Exchange Commission.


/s/ ERNST & YOUNG LLP


Cleveland, Ohio
August 22, 2011
EX-23.3 5 eisneramperexhibit233.htm CONSENT OF EISNERAMPER LLP Unassociated Document
Exhibit 23.3


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this registration statement on Form S-8 of Olin Corporation of our report dated June 28, 2011 on the audit of Olin Corporation Contributing Employee Ownership Plan as of December 31, 2010 and for the year then ended which appears in the 2010 annual report on Form 11-K.

/s/ EISNERAMPER LLP


Bridgewater, New Jersey
August 22, 2011
EX-23.4 6 amperpmexhibit234.htm CONSENT OF AMPER, POLITZINER & MATTIA, LLP amperpmexhibit234.htm
Exhibit 23.4


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of the Olin Corporation of our report, dated June 25, 2010, on the audit of the Olin Corporation Contributing Employee Ownership Plan as of December 31, 2009, and for the year then ended, which appears in the 2010 annual report on Form 11-K.

/s/ AMPER, POLITZINER & MATTIA, LLP


Bridgewater, New Jersey
August 22, 2011