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
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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)
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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)
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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)
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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
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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
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G. Jackson Ratcliffe, Jr.
/s/ RICHARD M. ROMPALA Director
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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).