Registration No. 333-133731
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NUMBER 1
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 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 190 Carondelet Plaza, Suite 1530, Clayton, Missouri | 63105 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
OLIN CORPORATION 2006 LONG TERM INCENTIVE PLAN
(Full title of the plan)
G. H. Pain
Vice President, General Counsel
and Secretary
Olin Corporation
190 Carondelet Plaza, Suite 1530
Clayton, Missouri 63105
(Name and address of agent for service)
314-480-1400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | |||||||||||
| Title of Securities to be Registered | Amount to be registered |
Offering Price Per Share |
Aggregate Offering Price |
Amount of Registration Fee |
|||||||
| Common Stock (par value $1.00 per share) |
3,000,000 | (1) | (1 | ) | (1 | ) | |||||
| (1) | No additional securities are being registered. The registration fee was paid with the original Form S-8 Registration for the Plan, filed with the Securities and Exchange Commission on May 2, 2006, and no further registration fee is required. |
Part II
Explanatory Note:
This Post-Effective Amendment Number 1 to Form S-8 is being submitted solely to replace the auditor’s consent filed as Exhibit 23.1 to the Form S-8 filed May 2, 2006, with the consent attached to this filing as Exhibit 23.1.
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SIGNATURES
Registrant. 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, in the City of Clayton, State of Missouri, on May 4, 2006.
| OLIN CORPORATION | ||
| By: | /s/ G. H. Pain | |
| G. H. Pain | ||
| Title: | 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 date indicated.
| Signature |
Title |
Date | ||
| /s/ Joseph D. Rupp* Joseph D. Rupp |
Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) |
May 4, 2006 | ||
| /s/ John E. Fischer* John E. Fischer |
Vice President and Chief Financial Officer (Principal Financial Officer) |
May 4, 2006 | ||
| /s/ Donald W. Bogus* Donald W. Bogus |
Director | May 4, 2006 | ||
| /s/ C. Robert Bunch* C. Robert Bunch |
Director | May 4, 2006 | ||
| /s/ Donald W. Griffin* Donald W. Griffin |
Director | May 4, 2006 | ||
| /s/ Virginia A. Kamsky* Virginia A. Kamsky |
Director | May 4, 2006 | ||
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| Signature |
Title |
Date | ||
| /s/ Randall W. Larrimore* Randall W. Larrimore |
Director | May 4, 2006 | ||
| /s/ John M.B. O’Connor* John M.B. O’Connor |
Director | May 4, 2006 | ||
| /s/ Richard M. Rompala* Richard M. Rompala |
Director | May 4, 2006 | ||
| /s/ Anthony W. Ruggiero* Anthony W. Ruggiero |
Director | May 4, 2006 | ||
| /s/ Philip J. Schulz* Philip J. Schulz |
Director | May 4, 2006 | ||
| /s/ Todd A. Slater* Todd A. Slater |
Vice President and Controller (Principal Accounting Officer) |
May 4, 2006 | ||
| * | by George H. Pain, Attorney-in-Fact |
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EXHIBIT INDEX
| EXHIBIT |
DESCRIPTION | |
| 5 |
Opinion of Counsel (incorporated by reference to Exhibit 5 to the Registrant’s Registration Statement on Form S-8 filed on May 2, 2006, registration number 333-133731 | |
| 23.1 |
Consent of Independent Registered Public Accounting Firm | |
| 23.2 |
Consent of Counsel (contained in Exhibit 5) | |
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