-----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, GxqART8uvPdKmZn8/NTsTz7obrdv0oV5xVw4npAyF/Hvq9es6C/tflhTPmxNvl9S Q2655d52FeSLMjanR/djDw== 0000950157-97-000562.txt : 19971104 0000950157-97-000562.hdr.sgml : 19971104 ACCESSION NUMBER: 0000950157-97-000562 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971103 EFFECTIVENESS DATE: 19971103 SROS: CSX SROS: NYSE SROS: PSE 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: SEC FILE NUMBER: 333-39305 FILM NUMBER: 97706401 BUSINESS ADDRESS: STREET 1: 501 MERRITT 7 STREET 2: P O BOX 4500 CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2033562000 FORMER COMPANY: FORMER CONFORMED NAME: OLIN MATHIESON CHEMICAL CORP DATE OF NAME CHANGE: 19691008 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October 31, 1997 Registration No. [ ] ========================================================================== 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 (State or other jurisdiction of 13-1872319 incorporation or organization) (I.R.S. Employer Identification No.) 501 Merritt 7 Norwalk, Connecticut 06856 (Address of Principal Executive Offices) (Zip Code) Olin Corporation 1997 Stock Plan for Non-Employee Directors -------------------------------- (Full title of the plan) J.M. Jackson, Jr. Secretary Olin Corporation 501 Merritt 7 Norwalk, Connecticut 06856 203-750-3126 ------------------ (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to to be price per offering registration be Registered registered share(1) price(1) fee Common Stock, $1.00 par value 75,000 shares $41.50 $3,112,500 $944 ============================================================================== Deferred Compensation $2,000,000 100% $2,000,000 $607 Obligations ============================================================================== (1) The price of $41.50 per share, which was the average of the high and low prices of Common Stock as reported in the New York Stock Exchange consolidated reporting system on October 28, 1997, is set forth solely for purposes of calculating the registration fee pursuant to Rule 457(h). ============================================================================== Part I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Not required to be filed with the Securities and Exchange Commission (the "Commission"). Item 2. Registrant Information and Employee Plan Annual Information. Not required to be filed with the Commission. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission by Olin Corporation (the "Company") are incorporated herein by reference as of their respective dates: (a) Olin Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (and the documents incorporated by reference therein); (b) Olin Corporation Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31 and June 30, 1997 (and the documents incorporated by reference therein); (c) Olin Corporation Current Report on Form 8-K dated and filed with the Commission on January 10, 1997, respectively (and the documents incorporated by reference therein); (d) Olin Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 1991, containing a description of the Common Stock; and (e) Olin Corporation Form 8-A dated February 21, 1996, containing a description of Olin Series A Participating Cumulative Preferred Stock Purchase Rights. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all 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. Not Applicable. Item 5. Interests of Named Experts and Counsel. The validity of the Common Stock offered hereby has been passed upon by Johnnie M. Jackson, Jr., Vice President, General Counsel and Secretary of the Company. As of September 30, 1997, Mr. Jackson beneficially owned 27,824 shares of the Company's Common Stock (which includes 24,866 employee stock options presently exercisable) and holds additional employee stock options not yet exercisable to purchase 35,326 additional shares of the Company's Common Stock. Mr. Jackson also as of September 30, 1997 owned beneficially and indirectly in the Company's Contributing Employee Ownership Plan 6,343 shares in the Olin Common Stock Fund. Item 6. Indemnification of Directors and Officers. The Virginia Stock Corporation Act permits, and the Company's By-laws require, indemnification of the Company's directors, officers and employees in a variety of circumstances. Under Sections 13.1-697 and 13.1-704 of the Virginia Stock Corporation Act, a Virginia corporation generally is authorized to indemnify its directors, officers and employees in civil or criminal actions if such persons acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that their conduct was unlawful. The Company's By-laws require indemnification of directors, officers and employees with respect to certain liabilities, expenses and other amounts imposed upon such persons by reason of having been directors, officers or employees if such persons acted in good faith and believed that their conduct was in the best interests of the Company or a related entity. Section 13.1-692.1 of the Virginia Stock Corporation Act permits a Virginia corporation to limit or totally eliminate the liability of a director or officer in a shareholder or derivative proceeding. Directors and officers of the Company are insured, subject to certain exclusions and limits and to the extent not otherwise indemnified by the Company, against loss (including expenses incurred in the defense of actions, suits and proceedings in connection therewith) arising from any error, misstatement, misleading statement, omission or other act made or performed in their capacity as directors and officers. The policies also reimburse the Company for liability incurred in the indemnification of its directors and officers under common or statutory laws or the Company's By-laws, subject to the terms, conditions and exclusions of such policies. In addition, directors, officers and other employees of the Company who may be "fiduciaries" as that term is used in the Employee Retirement Income Security Act of 1974 are insured with respect to liabilities under such Act. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits Exhibit Description 4(a) Restated Articles of Incorporation as amended effective May 8, 1997. Incorporated by reference to Exhibit 3(a) to the Company's Form 10-Q for the fiscal quarter ended March 31, 1997 (SEC File No. 1-1070). 4(b) By-laws as amended effective October 31, 1996. Incorporated by reference to Exhibit 3(ii) to the Company's Form 10-Q for the quarter ended September 30, 1996 (SEC File No. 1-1070). 4(c) Description of the Company's Preferred Stock Purchase Rights and Rights Agreement dated February 27, 1996, between the Company and Chemical Mellon Shareholder Services L.L.C., Rights Agent. Incorporated by reference to the Company's Form 8-A dated February 21, 1996 (SEC File No. 1-1070). 4(d) Description of the Company's Common Stock. Incorporated by reference to Item 5 to the Company's Form 10-Q for the quarter ended September 30, 1991 (SEC File No. 1-1070). 5 Opinion of Johnnie M. Jackson, Jr., Esq. 23(a) Consent of KPMG Peat Marwick LLP. 23(b) Consent of Johnnie M. Jackson, Jr., Esq. (included in Exhibit 5). 24 Powers 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 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; (2) that, for the purpose of determining any liability under the Securities Act, 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; and (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, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act and, where applicable, each filing of the Plan's annual report pursuant to section 15(d) of the Exchange Act 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 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on the 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 Norwalk, State of Connecticut, on this 31st day of October, 1997. OLIN CORPORATION by J. M. Jackson, Jr. ------------------------- J.M. Jackson, Jr. Secretary Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature and Title Donald W. Griffin* - -------------------------------- Donald W. Griffin Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) Anthony W. Ruggiero* - -------------------------------- Anthony W. Ruggiero Senior Vice President and Chief Financial Officer (Principal Financial Officer) Louis S. Massimo - -------------------------------- Louis S. Massimo Vice President & Controller (Principal Accounting Officer) Richard E. Cavanagh* - -------------------------------- Richard E. Cavanagh Director William W. Higgins* - -------------------------------- William W. Higgins Director - -------------------------------- Robert Holland, Jr. Director Suzanne D. Jaffe* - -------------------------------- Suzanne D. Jaffe Director John W. Johnstone, Jr.* - -------------------------------- John W. Johnstone, Jr. Director Jack D. Kuehler* - -------------------------------- Jack D. Kuehler Director Signature and Title H. William Lichtenberger* - -------------------------------- H. William Lichtenberger Director G. Jackson Ratcliffe, Jr.* - -------------------------------- G. Jackson Ratcliffe, Jr. Director John P. Schaefer* - -------------------------------- John P. Schaefer Director *By J. M. Jackson, Jr. - -------------------------------- J.M. Jackson, Jr. Attorney-in-Fact October 31, 1997 Original powers of attorney authorizing J.M. Jackson, Jr., J.M. Pierpont and A.W. Ruggiero and each of them to sign this registration statement and amendments hereto on behalf of the above-mentioned directors and officers of the registrant are being filed as Exhibit 24 to this registration statement. EXHIBIT INDEX Exhibit Description 4(a) Restated Articles of Incorporation as amended effective May 8, 1997. Incorporated by reference to Exhibit 3(a) to the Company's Form 10-Q for the fiscal quarter ended March 31, 1997 (SEC File No. 1-1070). 4(b) By-laws as amended effective October 31, 1996. Incorporated by reference to Exhibit 3(ii) to the Company's Form 10-Q for the quarter ended September 30, 1996 (SEC File No. 1-1070). 4(c) Description of the Company's Preferred Stock Purchase Rights and Rights Agreement dated February 27, 1996, between the Company and Chemical Mellon Shareholder Services L.L.C., Rights Agent. Incorporated by reference to the Company's Form 8-A dated February 21, 1996 (SEC File No. 1-1070). 4(d) Description of the Company's Common Stock. Incorporated by reference to Item 5 to the Company's Form 10-Q for the quarter ended September 30, 1991 (SEC File No. 1-1070). 5 Opinion of Johnnie M. Jackson, Jr., Esq. 23(a) Consent of KPMG Peat Marwick LLP. 23(b) Consent of Johnnie M. Jackson, Jr., Esq. (included in Exhibit 5). 24 Powers of Attorney. EX-5 2 OPINION OF JOHNNIE M. JACKSON, JR., ESQ. EXHIBIT 5 OLIN CORPORATION 501 Merritt 7 Norwalk, Connecticut 06856 October 31, 1997 Olin Corporation 501 Merritt 7 P.O. Box 4500 Norwalk, Connecticut 06851-4500 Re: Olin Corporation 1997 Stock Plan for Non-employee Directors Dear Ladies and Gentlemen: As Vice President, General Counsel and Secretary of Olin Corporation ("Olin"), I am familiar with the Registration Statement on Form S-8 ("Registration Statement") covering 75,000 shares of Common Stock, par value of $1 per share, of Olin ("Common Stock") and $2,000,000 in Deferred Compensation Obligations being registered herewith in connection with the Olin Corporation 1997 Stock Plan for Non-employee Directors (the "Plan"). In connection therewith, I have examined such documents, opinions and records as I deemed relevant or necessary for the purpose of this opinion. Based on the foregoing, I am of the opinion that when certificates for such shares of Common Stock have been duly executed, countersigned by a Transfer Agent and registered by a Registrar and paid for in accordance with applicable law and delivered in accordance with the terms of the Plan, such shares will be duly authorized, validly issued, fully paid and nonassessable. The Deferred Compensation Obligations being registered hereunder that may be issued to participants in the Plan, when issued or sold in accordance with the Plan, will be valid and binding obligations of the Corporation, enforceable in accordance with the terms of the Plan, except as enforcement may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general principles of equity. I hereby consent to the reference to me in the Registration Statement and to the filing of this opinion as an exhibit thereto. Very truly yours, Johnnie M. Jackson, Jr. ----------------------- Johnnie M. Jackson, Jr. Vice President, General Counsel and Secretary EX-23.A 3 CONSENT OF KPMG PEAT MARWICK LLP. EXHIBIT 23 (a) Consent of Independent Auditors The Board of Directors Olin Corporation: We consent to incorporation by reference in this Registration Statement on Form S-8 of Olin Corporation of our report dated January 30, 1997, relating to the consolidated balance sheets of Olin Corporation and subsidiaries as of December 31, 1996 and 1995, 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, 1996, which report is incorporated by reference in the December 31, 1996 annual report on Form 10-K of Olin Corporation. KPMG PEAT MARWICK LLP October 31, 1997 EX-24 4 POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of OLIN CORPORATION, a Virginia corporation (the "Corporation"), which needs to file from time to time with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-8 with respect to the registration under said Act of shares of Common Stock and/or deferred compensation obligations of the Corporation to be issued, acquired or distributed under the Olin Corporation 1997 Stock Plan for Non-Employee Directors, as amended from time to time, hereby constitutes and appoints J.M. Jackson, Jr., J.M. Pierpont and A.W. Ruggiero, his or her true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign said Registration Statement and any and all future amendments thereto and to file said Registration Statement(s) and each such future amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have set their hands and seals this 30th day of October, 1997. Signature Title Donald W. Griffin Chairman of the Board, President and - --------------------------- Chief Executive Officer Donald W. Griffin (Principal Executive Officer) Anthony W. Ruggiero Senior Vice President and - --------------------------- Chief Financial Officer Anthony W. Ruggiero (Principal Financial Officer) Louis S. Massimo Vice President and Controller - --------------------------- (Principal Accounting Officer) Louis S. Massimo Richard E. Cavanagh Director - --------------------------- Richard E. Cavanagh William W. Higgins Director - --------------------------- William W. Higgins Robert Holland, Jr. Director Suzanne D. Jaffe Director - --------------------------- Suzanne D. Jaffe John W. Johnstone, Jr. Director - --------------------------- John W. Johnstone, Jr. Jack D. Kuehler Director - --------------------------- Jack D. Kuehler H. William Lichtenberger Director - --------------------------- H. William Lichtenberger G. Jackson Ratcliffe, Jr. Director - --------------------------- G. Jackson Ratcliffe, Jr. John P. Schaefer Director - --------------------------- John P. Schaefer -----END PRIVACY-ENHANCED MESSAGE-----