-----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, O3HI96EIqEy77cgZjplu8zi2ivahumzM0gdchbkXKRW7tGzvbvWXFx+4hPXZ2XXJ kTlHlvCUHd1jmiGfxxGM0A== 0000950157-04-000148.txt : 20040308 0000950157-04-000148.hdr.sgml : 20040308 20040308153012 ACCESSION NUMBER: 0000950157-04-000148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040203 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLIN CORP CENTRAL INDEX KEY: 0000074303 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 131872319 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01070 FILM NUMBER: 04654751 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 8-K 1 form8-k.txt CURRENT REPORT - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2004 OLIN CORPORATION (Exact name of registrant as specified in its charter) Virginia 13-1872319 (State or Other Jurisdiction 0-1070 (IRS Employer of Incorporation) (Commission File Number) Identification No.) P.O. Box 4500, 501 Merritt 7, Norwalk, Connecticut 06856-4500 (Address of principal executive offices) (Zip Code) (203)-750-3000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- Item 5. Other Events and Regulation FD Disclosure. In connection with the Registration Statement (Registration Statement No. 333-101027) filed by Olin with the Securities and Exchange Commission, special Virginia counsel to Olin, Hunton & Williams LLP issued an opinion to the Company regarding the validity of the 10,000,000 shares of common stock, $1.00 par value per share issued by Olin thereunder pursuant to the underwriting agreement, dated as of February 3, 2004 between Olin and Morgan Stanley & Co. Incorporated. Attached as Exhibit 99.1 hereto is a copy of the opinion of Hunton & Williams LLP dated February 3, 2004. Item 7. Exhibits. Exhibit No. Exhibit ----------- ------- 99.1 Opinion of Hunton & Williams LLP 99.2 Consent of Hunton & Williams LLP (included as part of Exhibit 99.1) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OLIN CORPORATION By: /s/ George H. Pain ___________________________________ Name: George H. Pain Title: Vice President, General Counsel and Secretary Date: March 8, 2004 EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.1 Opinion of Hunton & Williams LLP 99.2 Consent of Hunton & Williams LLP (included as part of Exhibit 99.1) EX-99.1 3 ex99-1.txt OPINION EXHIBIT 99.1 HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074 February 3, 2004 Board of Directors Olin Corporation 501 Merrit 7 Norwalk, Connecticut 06856-4500 OLIN CORPORATION PUBLIC OFFERING OF COMMON STOCK Ladies and Gentlemen: We have acted as special Virginia counsel to Olin Corporation, a Virginia corporation (the "Company"), in connection with (a) the Registration Statement on Form S-3, as amended (File No. 333-101027) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") by the Company pursuant to the Securities Act of 1933, as amended (the "Securities Act"), relating to the proposed issuance by the Company of $400,000,000 aggregate offering price of (1) senior debt securities (the "Senior Debt Securities"), (2) subordinated debt securities (the "Subordinated Debt Securities" and, together with the Senior Debt Securities, the "Debt Securities"), (3) shares of common stock, $1.00 par value per share (the "Common Stock"), together with the rights (initially attached to, and evidenced by certificates for, the Common Stock) to purchase Series A Participating Cumulative Preferred Stock, $1.00 par value per share, of the Company (the "Rights" and, collectively with the Common Stock, the "Shares"), (4) shares of preferred stock, $1.00 par value per share, of the Company (the "Preferred Stock") and (5) warrants to purchase Debt Securities, Shares or Preferred Stock (the "Warrants"), as described in the Prospectus, dated December 20, 2002 (the "Prospectus"), which is included in the Registration Statement, and the Prospectus Supplement, dated as of February 3, 2004 (the "Prospectus Supplement") and (b) the issuance and sale by the Company to Morgan Stanley & Co. Incorporated (the "Underwriter") of an aggregate of 10,000,000 Shares (the "Offering Shares") pursuant to the Underwriting Agreement, dated as of February 3, 2004, by and between the Company and the Underwriter. In connection with the foregoing, we have relied upon, among other things, our examination of such documents and records of the Company and certificates of its officers and of public officials as we deemed necessary or appropriate for purposes of the opinions expressed below. We are members of the Virginia state bar and 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 a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia. 2. The Offering Shares have been duly authorized and, when the Offering Shares have been issued and sold as contemplated in the Registration Statement and the Prospectus Supplement, the Offering Shares will be validly issued, fully paid and nonassessable. We hereby consent to (a) the filing of this opinion with the Commission as an exhibit to the Company's Current Report on Form 8-K, (b) the incorporation by reference of this opinion into the Registration Statement and (c) the reference to our firm under the heading "Legal Matters" in the Registration Statement and the Prospectus Supplement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act and the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ HUNTON & WILLIAMS LLP -----END PRIVACY-ENHANCED MESSAGE-----