-----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, RvnBQ+xEDdWUW4GCP8ltXY0gUtJx5srMko6dqdNdoXfh2DkRXJvUakX+bqXuhtGa uqDN5nA9xRFjiNj7x/pWqw== 0000950130-02-001338.txt : 20020415 0000950130-02-001338.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950130-02-001338 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020306 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-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-83796 FILM NUMBER: 02567774 BUSINESS ADDRESS: STREET 1: 501 MERRITT 7 STREET 2: P O BOX 4500 CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2037503000 MAIL ADDRESS: STREET 1: OLIN CORP STREET 2: 501 MERRITT 7 PO BOX 4500 CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: OLIN MATHIESON CHEMICAL CORP DATE OF NAME CHANGE: 19691008 S-3 1 ds3.txt FORM S-3 As filed with the United States Securities and Exchange Commission on March 6, 2002. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-3 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 (I.R.S. Employer Identification No.) incorporation or organization) ---------- 501 Merritt 7, P.O. Box 4500, Norwalk, Connecticut 06856-4500 (203) 750-3000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------- Anthony W. Ruggiero Executive Vice President and Chief Financial Officer Olin Corporation 501 Merritt 7 Norwalk, Connecticut 06856-4500 (203) 750-3000 (Name and address, including zip code, and telephone number, including area code, of agent for service) ---------- Copy to: Kris F. Heinzelman, Esq. Cravath, Swaine & Moore 825 Eighth Avenue New York, New York 10019-7475 (212) 474-1000 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as the registrants determine in consideration of market conditions and other factors. 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. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration Nos. 033-4479 and 033-52771 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 the 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
================================= ====================== ===================== ===================== ================== Title of each class of Amount to be Proposed maximum Proposed maximum Amount of securities to be registered registered (1) offering price per aggregate offering registration fee unit (1) price (2)(3) (2) - --------------------------------- ---------------------- --------------------- --------------------- ------------------ Common Stock, $1 par value per share and related preferred stock purchase rights (4) $9,633,500 $887 - --------------------------------- ---------------------- --------------------- --------------------- ------------------
(1) Not required to be included in accordance with Rule 457(o). (2) Estimated solely for purposes of calculating the amount of the registration fee, pursuant to Rule 457(o). The proposed maximum initial offering price per security will be determined, from time to time, by the registrant in connection with the issuance of the securities. In no event will the aggregate initial offering price of all securities issued under this registration statement exceed $9,633,500. (3) The registrant has previously registered securities with a maximum initial offering price of $400,000,000 pursuant to registration statement on Form S-3 (Registration No. 033-4479), as amended, and as further amended by registration statement on Form S-3 (Registration No. 033-52771), as amended (the "Shelf Registration Statement"). As of the date of this registration statement, the aggregate initial offering price of securities which remain to be issued pursuant to the Shelf Registration Statements is $48,167,500. (4) This registration statement also relates to rights to purchase shares of the registrant's Series A preferred stock, par value $1 per share, which are attached to all shares of common stock. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificates representing the common stock and are transferred with and only with the common stock. The value attributable to the rights, if any, is reflected in the value of the common stock and no separate consideration has been received for the rights. This registration statement shall become effective upon filing with the United States Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended. EXPLANATORY NOTE This registration statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933, as amended. The registrant hereby incorporates by reference into this registration statement the contents, including the documents incorporated by reference therein and the exhibits thereto, of its registration statement on Form S-3 (Registration No. 033-4479), as amended, and as further amended by its related registration statement on Form S-3 (Registration No. 033-52771), as amended. The required opinions and consents for this registration statement are listed on an Index to Exhibits attached hereto and filed herewith. SIGNATURES 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwalk, State of Connecticut, on February 28, 2002. Olin Corporation Registrant By: /s/ JOSEPH D. RUPP --------------------------------------- Joseph D. Rupp President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, each of the undersigned constitutes and appoints Joseph D. Rupp, Anthony W. Ruggiero and each of them, as attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and all other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or substitute or substitutes, may lawfully 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 by the following persons in the capacities indicated, on February 28, 2002. (Signature) (Title) /s/ JOSEPH D. RUPP President and Chief Executive Officer (principal executive ------------------- officer) and Director Joseph D. Rupp /s/ DONALD W. GRIFFIN Director and Chairman of the Board of Directors ---------------------- Donald W. Griffin /s/ WILLIAM W. HIGGINS Director ----------------------- William W. Higgins /s/ RANDALL W. LARRIMORE Director ------------------------- Randall W. Larrimore /s/ STEPHEN F. PAGE Director -------------------- Stephen F. Page /s/ G. JACKSON RATCLIFFE, JR. Director ------------------------------ G. Jackson Ratcliffe, Jr. /s/ RICHARD M. ROMPALA Director ----------------------- Richard M. Rompala /s/ ANTHONY W. RUGGIERO Executive Vice President and Chief Financial Officer ------------------------ (principal financial officer) and Director Anthony W. Ruggiero /s/ MARY E. GALLAGHER Vice President and Controller (principal accounting officer) ---------------------- Mary E. Gallagher
II-1 INDEX TO EXHIBITS Exhibit Number Exhibit Description 5 Opinion and consent of Hunton & Williams. 23(a) Consent of KPMG LLP. 23(b) Consent of Hunton & Williams (included in Exhibit 5). 24 Powers of Attorney (included on the signatures page of this registration statement). EX-5 3 dex5.txt OPINION AND CONSENT OF HUNTON & WILLIAMS Exhibit 5 OPINION AND CONSENT OF HUNTON & WILLIAMS [LETTERHEAD OF HUNTON & WILLIAMS] March 4, 2002 Board of Directors Olin Corporation 501 Merrit 7 Norwalk, CT 06856-4500 Olin Corporation Registration Statement on Form S-3 Relating to Shares of Common Stock Ladies and Gentlemen: We have acted as special Virginia counsel to Olin Corporation, a Virginia corporation (the "Company"), in connection with the registration by the Company of up to $9,633,500 aggregate initial offering price of shares of its common stock, par value $1.00 (the "Common Stock"), together with the rights (initially attached to, and evidenced by certificates for, the Common Stock) to purchase Series A Preferred Stock, par value $1.00, of the Company ("Rights" and, collectively with the Common Stock, the "Shares"), as set forth in the Registration Statement on Form S-3 (the "Registration Statement") that is being filed on or about March 5, 2002 with the Securities and Exchange Commission (the "Commission") by the Company pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Act"). This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Act. In connection therewith, we have examined and relied upon the original or a copy, certified to our satisfaction, of (i) the Articles of Incorporation and the Bylaws of the Company, each as amended to date; (ii) actions of the Board of Directors of the Company authorizing the registration of the Common Stock and related matters; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents, instruments or other information as we deemed necessary or appropriate in rendering our opinion. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments. We do not purport to express an opinion on any laws other than the laws of the Commonwealth of Virginia. Based upon the foregoing, we are of the opinion that: 1. The Company is duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia. 2. The Common Stock has been duly authorized and, when the Board of Directors of the Company has taken all necessary action to approve the issuance and sale of the Shares, and upon the issuance and sale of the Shares in 1 accordance with the Registration Statement and the prospectus and the applicable supplements to the prospectus, which are incorporated by reference in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the prospectus and the applicable supplements to the prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Common Stock. Very truly yours, /s/ HUNTON & WILLIAMS 2 EX-23.A 4 dex23a.txt CONSENT OF KPMG LLP Exhibit 23(a) CONSENT OF KPMG LLP Independent Auditors' Consent The Board of Directors Olin Corporation We consent to the use of our report dated January 31, 2002, with respect to the consolidated balance sheets of Olin Corporation and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2001, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus and the applicable supplements to the prospectus. /s/ KPMG LLP Stamford, CT March 5, 2002 -----END PRIVACY-ENHANCED MESSAGE-----