Edgar Filing: May 20, 2002
Registration No. 333-_________
(Facsimile Signatures)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MILLENNIUM CHEMICALS INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3436215
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
230 Half Mile Road Red Bank,New Jersey 07701
(Address of Principal Executive Offices) (Zip Code)
MILLENNIUM CHEMICALS INC. 2001 OMNIBUS INCENTIVE
COMPENSATION PLAN
(Full title of the plan)
C. WILLIAM CARMEAN
Senior Vice President, General Counsel and
Secretary
Millennium Chemicals Inc.
230 Half Mile Road Red Bank, New Jersey 07701
(Name and address of agent for service)
(732) 933-5000
(Telephone number, including area code,
of agent for service)
_________________________________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registra-
Registered Registered Share Price tion Fee
_________________________________________________________
Common
Stock par
value $.01 3,200,000 $15.48 $49,536,000 $4,558
per share
(1)
_________________________________________________________
(1) Determined in accordance with Rule 457(h) and
(c) based on the average of the high and low sales
prices on the New York Stock Exchange on
May 15, 2002.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents and portions of
documents filed by Registrant or by the Plan
pursuant to the Securities Act of 1933 (the
"Act") and the Securities Exchange Act of 1934
(the "Exchange Act") are incorporated herein by
reference:
(a) Registrant's Annual Report on Form 10-
K for the year ended December 31, 2001.
(b) Description of the Common Stock at
page 78 of Registrant's Information Statement,
dated August 23, 1996 attached as Annex A to
Registrant's Registration Statement on Form 10,
effective August 23, 1996.
(c) All documents filed pursuant to
Section 13(a) or 15(d) of the Exchange Act by
Registrant since December 31, 2001 and by
Registrant or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act
on or subsequent to the date of this
Registration Statement and prior to the filing
of a post-effective amendment which indicates
that all securities being offered pursuant
hereto have been sold or which deregisters all
such securities then remaining unsold, also
shall be deemed to be a part hereof from the
date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
In accordance with Section 145 of the Delaware
General Corporation Law ("DGCL"), which provides
for the indemnification of directors, officers and
employees under certain circumstances, Article XIV
("Article XIV") of the Registrant's By-Laws grants
the Registrant's directors, officers and employees
a right to indemnification for all expenses,
liabilities and losses relating to civil, criminal,
administrative or investigative proceedings to
which they are a party (i) by reason of the fact
that they are or were directors, officers or
employees of Registrant or (ii) by reason of the
fact, while they are or were directors, officers or
employees of Registrant, they are or were serving
at the request of Registrant as directors,
officers, members, employees, fiduciaries or agents
of another corporation, partnership, joint venture,
trust or enterprise. Article XIV of the By-Laws
further provides for the mandatory advancement of
expenses incurred by officers and directors in
defending such proceedings in advance of their
final disposition upon delivery to Registrant by
the indemnitee of an undertaking to repay all
amounts so advanced if it is ultimately determined
that such indemnitee is not entitled to be
indemnified under Article XIV. Registrant may not
indemnify or make advance payments to any person in
connection with proceedings initiated against
Registrant by such person without the authorization
of the Registrant's Board of Directors, except with
respect to counterclaims, cross-claims, third-party
claims or as otherwise ordered by a court of
competent jurisdiction.
In addition, Article XIV provides that
directors and officers therein described shall be
indemnified to the fullest extent permitted by
Section 145 of the DGCL, or any successor
provisions or amendments thereunder. In the event
that any such successor provisions or amendments
provide indemnification rights broader than
permitted prior thereto, Article XIV allows such
broader indemnification rights to apply
retroactively with respect to any predating alleged
action or inaction and also allows the
indemnification to continue after an indemnitee has
ceased to be a director or officer of the
corporation and to inure to the benefit of the
indemnitee's heirs, executors and administrators.
Article XIV further provides that the right to
indemnification is not exclusive of any other right
which any indemnitee may have or thereafter acquire
under any statute, the Certificate of Incorporation
or By-Laws, any agreement or vote of stockholders
or disinterested directors or otherwise, and allows
Registrant to indemnify and advance expenses to any
person whom the corporation has the power to
indemnify under the DGCL or otherwise.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted
for directors and officers and controlling persons
pursuant to the foregoing provisions, 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.
Registrant's By-Laws authorize Registrant to
purchase insurance for directors, officers and
employees of Registrant, and persons who serve at
the request of Registrant as directors, officers,
members, employees, fiduciaries or agents of other
enterprises against any expense, liability or loss
incurred in such capacity, whether or not
Registrant would have the power to indemnify such
persons against such expense or liability under the
By-Laws. Registrant intends to maintain insurance
coverage for its officers and directors as well as
insurance coverage to reimburse Registrant for
potential costs of its corporate indemnification of
directors and officers.
Item 8. Exhibits.
4.1 Form of Amended and Restated Certificate
of Incorporation of Registrant
incorporated by reference to Exhibit 3.1
of Registrant's Form 10 (file no. 1-12091)
as filed August 23, 1996 (the "Form 10").
4.2 Amended and Restated By-Laws of
Registrant incorporated by reference to
Exhibit 3.2 to Registrant's Annual Report
on Form 10-K for the year ended December
31, 2001.
4.3 Specimen form of certificate representing
Common Stock of Registrant incorporated
by reference to Exhibit 4.1 to the Form 10.
4.4 Millennium Chemicals Inc. 2001 Omnibus
Incentive Compensation Plan (the "Plan").
5 Opinion of counsel as to legality of
securities being registered
23.1 Consent of PricewaterhouseCoopers LLP,
independent accountants, Florham Park, New Jersey.
23.2 Consent of PricewaterhouseCoopers LLP,
independent accountants, Houston, Texas.
24 Power 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: (i) to
include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933; (ii) to reflect in
the prospectus any fact or event 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; (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)(1)(i) and
(a)(1)(ii) of this section do not apply if the
registration statement is on Form S-3, Form S-8 or
Form F-3, and 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 the
registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933,
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 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 of 1933, each
filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
(h) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against
public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.
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-8 and has
duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto
duly authorized, at Red Bank, New Jersey,
May 20, 2002.
MILLENNIUM CHEMICALS INC.
(Registrant)
By: /s/ C. William Carmean
C. William Carmean
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been
signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
* Chairman of the May 20, 2002
William M. Landuyt Board and Chief
Executive Officer
(Principal Executive
Officer)
* Director, Executive May 20, 2002
Robert E. Lee Vice President -
Growth and
Development
* Director, Senior May 20, 2002
John E. Lushefski Vice President and
Chief Financial
Officer (Principal
Financial Officer
and Principal
Accounting Officer)
* Director May 20, 2002
Lord Baker
* Director May 20, 2002
Worley H. Clark, Jr.
* Director May 20, 2002
Martin D. Ginsburg
* Director May 20, 2002
Lord Glenarthur
* Director May 20, 2002
David J.P. Meachin
* Director May 20, 2002
Martin G. Taylor
* By /s/ C. William Carmean May 20, 2002
C. William Carmean
Attorney-in-fact
EXHIBIT INDEX
Exhibit
No.
4.1 Form of Amended and Restated Certificate of
Incorporation of Registrant incorporated by
reference to Exhibit 3.1 of Registrant's
Form 10 (file no. 1-12091) as filed August 23, 1996.
4.2 Amended and Restated By-Laws of Registrant
incorporated by reference to Exhibit 3.2 to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 2001.
4.3 Specimen form of certificate representing
Common Stock of Registrant incorporated by
reference to Exhibit 4.1 to the Form 10.
4.4 Millennium Chemicals Inc. 2001
Omnibus Incentive Compensation Plan.
5 Opinion of counsel as to legality of
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP,
independent accountants, Florham Park, New Jersey.
23.2 Consent of PricewaterhouseCoopers LLP,
independent accountants, Houston, Texas.
24 Power of Attorney