As filed with the Securities and Exchange Commission on February 13, 2006
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ASHLAND INC.
(Exact name of Registrant as specified in its charter)
Kentucky 20-0865835
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391
(859) 815-3333
(Address, including zip code, and telephone
number, including area code, of
Registrant's principal executive offices)
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2006 ASHLAND INC. INCENTIVE PLAN
(Full title of the Plan)
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David L. Hausrath, Esq.
Senior Vice President, General Counsel and Secretary
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391
(859) 815-3333
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED [1] SHARE PRICE
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Common Stock, par value $0.01 per 4,000,000 shares $63.505 [3] $254,020,000 [3] $27,180.14
share, and Rights attached thereto [2]
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[1] Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of Common Stock may be issued or issuable as a result of
a stock split or other distribution declared at any time by the Board of
Directors while this Registration Statement is in effect, this Registration
Statement is hereby deemed to cover all of such additional common stock.
[2] One Right to purchase one-thousandth of a share of Series A
Participating Cumulative Preferred Stock accompanies each share of Common
Stock, par value $0.01 per share.
[3] Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457 of the Act on the basis of the average of the
high and low reported sale prices of Ashland's common stock on the New York
Stock Exchange Composite Tape on February 7, 2006 ($63.505).
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Ashland Inc., a
Kentucky corporation ("Ashland"), relating to 4,000,000 shares of its
common stock, par value $0.01 per share, issuable to eligible employees and
qualified non-employee directors of Ashland pursuant to the 2006 Ashland
Inc. Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
All information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 (the "Securities Act") and
the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
All information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (File No. 001-32532),
are hereby incorporated by reference into this Registration Statement:
(a) Ashland's Annual Report on Form 10-K for the fiscal year ended
September 30, 2005;
(b) the description of Ashland's common stock (and the related
preferred stock purchase rights) set forth under the headings "Description
of New Ashland Capital Stock" and "Comparison of Rights of Holders of
Common Stock" in the registration statement on Form 8-A of Ashland filed
under the Exchange Act on June 15, 2005 (File No. 001-32532), including any
amendment or report filed for the purpose of updating such description;
(c) Ashland's quarterly report on Form 10-Q for the fiscal quarter
ended December 31, 2005; and
(d) Ashland's current reports on Form 8-K as filed on October 24,
2005, November 4, 2005, January 3, 2006, January 6, 2006 and January 25,
2006.
In addition, all documents hereafter filed with the Commission by us
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this
Registration Statement and to be a part hereof from the date of filing of
such documents.
Any statement contained in this Registration Statement, in an
amendment hereto, or in a document incorporated by reference herein, shall
be deemed modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, in any
subsequently filed supplement to this Registration Statement, or any
document that is also incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
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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 David L. Hausrath, Esq., Senior Vice President, General Counsel and
Secretary of Ashland. Mr. Hausrath owns beneficially 94,805 shares of our
common stock (including common stock units held in our deferred
compensation plan).
The consolidated financial statements and schedule of Ashland
appearing in Ashland's Annual Report (Form 10-K) for the year ended
September 30, 2005, and Ashland management's assessment of the
effectiveness of internal control over financial reporting as of September
30, 2005 included therein, have been audited by Ernst & Young LLP ("Ernst &
Young"), Independent Registered Public Accounting Firm, as set forth in
their reports thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule and
management's assessment are, and audited consolidated financial statements
and schedule and management's assessment to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports
of Ernst & Young pertaining to such financial statements and management's
assessment (to the extent covered by consents filed with the Commission)
given upon the authority of such firm as experts in accounting and
auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 271B.8-500 through 580 of the Kentucky Business Corporation
Act contain detailed provisions for indemnification of directors and
officers of Kentucky corporations against judgments, penalties, fines,
settlements and reasonable expenses in connection with litigation. Under
Kentucky law, the provisions of a company's articles and by-laws may govern
the indemnification of officers and directors in lieu of the
indemnification provided for by statute. We have elected to indemnify our
officers and directors pursuant to our Restated Articles, our By-laws and
by contract rather than to have such indemnification governed by the
statutory provisions.
Article X of the Restated Articles permits, but does not require, us
to indemnify our directors, officers and employees to the fullest extent
permitted by law. Our By-laws require indemnification of our officers and
employees under certain circumstances. We have entered into indemnification
contracts with each of our directors that require indemnification to the
fullest extent permitted by law, subject to certain exceptions and
limitations.
We have purchased insurance which insures (subject to certain terms
and conditions, exclusions and deductibles) us against certain costs which
we might be required to pay by way of indemnification to our directors or
officers under our Restated Articles or By-laws, indemnification agreements
or otherwise and protects individual directors and officers from certain
losses for which they might not be indemnified by us. In addition, we have
purchased insurance which provides liability coverage (subject to certain
terms and conditions, exclusions and deductibles) for amounts which we, or
the fiduciaries under our employee benefit plans, which may include our
directors, officers and employees, might be required to pay as a result of
a breach of fiduciary duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
4.1 Second Restated Articles of Incorporation of Ashland
(incorporated herein by reference to Exhibit 3(i) of
Ashland's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2005).
4.2 Rights Agreement dated as of May 16, 1996 between Ashland
and the Rights Agent (incorporated herein by reference to
Exhibit 4.4 of Ashland's Annual Report on Form 10-K for the
fiscal year ended September 30, 2001).
3
4.3 Amendment No. 1 dated as of March 18, 2004 to Rights
Agreement dated as of May 16, 1996 between Ashland and the
Rights Agent (incorporated herein by reference to Exhibit 4
of Ashland's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2004).
4.4 Amendment No. 2 dated as of April 27, 2005 to Rights
Agreement dated as of May 16, 1996 between Ashland and the
Rights Agent (incorporated herein by reference to Exhibit
4.7 of Ashland's Form S-4/A filed with the Commission on May
2, 2005 (Registration No. 333-119689-01)).
4.5 Specimen certificate of Common Stock, par value $0.01 per
share (incorporated herein by reference to Exhibit 4.2 of
Ashland's Form S-4/A filed with the Commission on May 10,
2005 (Registration No. 333-119689-01)).
4.6 By-laws of Ashland (incorporated herein by reference to
Exhibit 3(ii) of Ashland's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2005).
4.7 2006 Ashland Inc. Incentive Plan (incorporated herein by
reference to Exhibit 10 of Ashland's Quarterly Report on
Form 10-Q for the fiscal quarter ended December 31, 2005).
5 Opinion of David L. Hausrath, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of David L. Hausrath, Esq. (included as part of
Exhibit 5).
24.1 Power of Attorney.
24.2 Certified Resolutions of Ashland's Board of Directors
authorizing execution of this Registration Statement by
Power of Attorney.
ITEM 9. UNDERTAKINGS.
(A) Ashland hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) 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.
Provided, however, that paragraphs (A)(l)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by Ashland pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
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(B) Ashland hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of Ashland's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
filing of an employee benefit 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 Ashland pursuant to the foregoing provisions, or otherwise,
Ashland 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 Ashland
of expenses incurred or paid by a director, officer or controlling person
of Ashland 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, Ashland 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, Ashland certifies
that it has reasonable grounds to believe that it meets all 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 Covington, Commonwealth of Kentucky, on February
13, 2006.
ASHLAND INC.,
By
/s/ David L. Hausrath
------------------------------------------------
Name: David L. Hausrath
Title: Senior Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on February 13, 2006.
SIGNATURE TITLE
* Chairman of the Board and Chief
--------------------------------- Executive Officer
James J. O'Brien (Principal Executive Officer)
* Senior Vice President and Chief
--------------------------------- Financial Officer
J. Marvin Quin (Principal Financial Officer)
* Vice President and Controller
--------------------------------- (Principal Accounting Officer)
Lamar M. Chambers
*
--------------------------------- Director
Ernest H. Drew
*
--------------------------------- Director
Roger W. Hale
*
--------------------------------- Director
Bernadine P. Healy
*
--------------------------------- Director
Mannie L. Jackson
*
--------------------------------- Director
Patrick F. Noonan
*
--------------------------------- Director
Kathleen Ligocki
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*
--------------------------------- Director
George A. Schaefer, Jr.
*
--------------------------------- Director
Theodore M. Solso
*
--------------------------------- Director
Michael J. Ward
*By: /s/ David L. Hausrath
David L. Hausrath
Attorney-in-fact
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EXHIBIT INDEX
4.1 Second Restated Articles of Incorporation of Ashland
(incorporated herein by reference to Exhibit 3(i) of
Ashland's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2005).*
4.2 Rights Agreement dated as of May 16, 1996 between Ashland
and the Rights Agent (incorporated herein by reference to
Exhibit 4.4 of Ashland's Annual Report on Form 10-K for the
fiscal year ended September 30, 2001).*
4.3 Amendment No. 1 dated as of March 18, 2004 to Rights
Agreement dated as of May 16, 1996 between Ashland and the
Rights Agent (incorporated herein by reference to Exhibit 4
of Ashland's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2004).*
4.4 Amendment No. 2 dated as of April 27, 2005 to Rights
Agreement dated as of May 16, 1996 between Ashland and the
Rights Agent (incorporated herein by reference to Exhibit
4.7 of Ashland's Form S-4/A filed with the Commission on
May 2, 2005 (Registration No. 333-119689-01)).*
4.5 Specimen certificate of Common Stock, par value $0.01 per
share (incorporated herein by reference to Exhibit 4.2 of
Ashland's Form S-4/A filed with the Commission on May 10,
2005 (Registration No. 333-119689-01)).*
4.6 By-laws of Ashland (incorporated herein by reference to
Exhibit 3(ii) of Ashland's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2005).*
4.7 2006 Ashland Inc. Incentive Plan (incorporated herein by
reference to Exhibit 10 of Ashland's Quarterly Report on
Form 10-Q for the fiscal quarter ended December 31, 2005).*
5 Opinion of David L. Hausrath, Esq.**
23.1 Consent of Ernst & Young LLP.**
23.2 Consent of David L. Hausrath, Esq. (included as part of
Exhibit 5).**
24.1 Power of Attorney.**
24.2 Certified Resolutions of Ashland's Board of Directors
authorizing execution of this Registration Statement by
Power of Attorney.**
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*Previously filed
**Filed herewith
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