Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO 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
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
501 Merritt 7, Norwalk, Connecticut 06851
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(Address of Principal Executive Offices) (Zip Code)
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
(Full title of the plan)
J. M. Jackson, Jr.
Vice President, General Counsel
and Secretary
Olin Corporation
501 Merritt 7
Norwalk, Connecticut 06851
(Name and address of agent for service)
203-750-3126
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
----------------
Title of Each Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered registered (1) Per Share (2) Offering Price (2) Registration Fee
Common Stock (par value $1.00 500,000 $19.94 $9,970,000.00 $2,492.50
per share)
Participating Cumulative (3) (3) (3) (3)
Preferred Stock Purchase Rights
(1) 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 January 23, 2001, on the
New York Stock Exchange consolidated reporting system.
(3) The rights are attached to the Common Stock pursuant to the Rights
Agreement dated as of February 27, 1996, between Olin Corporation and Chemical
Mellon Shareholder Services, L.L.C. The value attributable to the rights, if
any, is reflected in the value of the Common Stock and the registration fee for
the rights is included in the fee for the Common Stock.
EXPLANATORY NOTE
Olin Corporation ("Company") has prepared this Amendment No. 1 to
Registration Statement (the "Registration Statement"), Registration Number
333-17629 in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act"), to register an additional
500,000 shares of Common Stock, which will be issued in accordance with our
Contributing Employee Ownership Plan, as amended ("Plan").
INCORPORATION OF CONTENTS OF REGISTRATION
STATEMENT BY REFERENCE
The Company filed a registration statement on Form S-8 (File No. 333-17629)
with the Securities and Exchange Commission ("SEC") covering the registration of
2,500,000 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 500,000 shares pursuant to the Plan. This Registration Statement
should also be considered a post-effective amendment to the prior registration
statement. The contents of the prior registration statement are incorporated
herein by reference.
Item 8. EXHIBITS The Exhibits to this Amendment No. 1 to Registration Statement
are listed in the Exhibit Index to this Registration Statement, which Index is
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Norwalk,
State of Connecticut, on January 25, 2001.
OLIN CORPORATION
By: /s/ J. M. Jackson, Jr.
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J. M. Jackson, Jr.
Title: Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
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/s/ Donald W. Griffin Chairman of the Board, President, Chief January 25, 2001
-------------------------------- Executive Officer and Director
Donald W. Griffin (Principal Executive Officer)
/s/ Anthony W. Ruggiero Executive Vice President, Chief January 25, 2001
-------------------------------- Financial Officer and Director
Anthony W. Ruggiero (Principal Financial Officer)
/s/ William W. Higgins* Director January 25, 2001
--------------------------------
William W. Higgins
Director
--------------------------------
Randall W. Larrimore
Signature Title Date
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__________________________________ Director
Stephen F. Page
/s/ G. Jackson Ratcliffe, Jr.* Director January 25, 2001
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G. Jackson Ratcliffe, Jr.
__________________________________ Director
Richard M. Rompala
/s/ Mary E. Gallegher
---------------------------------- Vice President and Controller January 25, 2001
Mary E. Gallagher (Principal Accounting Officer)
*By J. M. Jackson, Jr. as attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the Olin
Corporation Contributing Employee Ownership Plan has duly caused this Amendment
No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized on this 25th day of January, 2001.
OLIN CORPORATION CONTRIBUTING
EMPLOYEE OWNERSHIP PLAN
By the Pension and CEOP Administrative Committee
/s/ Peter C. Kosche
-----------------------------
Peter C. Kosche
/s/ Sharon E. Doughty
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Sharon E. Doughty
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Linda S. LaFortune
EXHIBIT INDEX
EXHIBIT DESCRIPTION
5 Opinion of Counsel.
23.1 Consent of Independent Auditor
23.2 Consent of Counsel (contained in Exhibit 5)