Registration No. 333-
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.
LONG TERM INCENTIVE PLAN
(Full title of the plan)
GEORGE H. HEMPSTEAD, III
Senior Vice President-Law and Administration
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
Title
of Proposed Maxi- Proposed Maxi-
Securities mum Offering mum Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (2) Price Fee
Common Stock,
par value $.01 68,649 $ 17.48 $ 1,200,000 $ 300.00
per share (1)
_______________________________________________________________________
(1) In Addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
(2) Determined in accordance with Rule 457(c) based on the average of the
high and low sales prices on the New York Stock Exchange on
February 16, 2001.
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, 1999.
(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, 1999 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 the Form 10.
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. Long Term Incentive Plan as amended and
restated effective January 26, 2001.
4.5 Long Term Incentive Plan and Executive Long Term Incentive Plan
Trust Agreement, dated January 1, 1999.
5.1 Opinion of counsel as to legality of securities being registered
(not original issue).
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants,
Florham Park, New Jersey.
23. 2 Consent of PricewaterhouseCoopers LLP, independent accountants,
Houston, Texas.
24.1 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,
February 20, 2001.
MILLENNIUM CHEMICALS INC.
(Registrant)
By: /s/ George H. Hempstead
George H. Hempstead, III
Senior Vice President-
Law and Administration
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 February 20, 2001
William M. Landuyt Board and Chief
Executive Officer
(Principal Executive
Officer)
* Director, President February 20, 2001
Robert E. Lee and Chief Operating
Officer
* Director, Senior Vice February 20, 2001
John E. Lushefski President and Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
* Director February 20, 2001
Lord Baker
* Director February 20, 2001
Worley H. Clark, Jr.
* Director February 20, 2001
Martin D. Ginsburg
* Director February 20, 2001
Lord Glenarthur
* Director February 20, 2001
David J.P. Meachin
* Director February 20, 2001
Martin G. Taylor
* By /s/ George H. Hempstead February 20, 2001
George H. Hempstead, III
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the
Committee appointed by the Board of Directors of the Registrant that is
responsible for administering the Plan has duly caused this Registration
Statement to be signed on behalf of the Plan by the undersigned, thereunto
duly authorized, in the City of Red Bank, and State of New Jersey on
February 20, 2001.
MILLENNIUM CHEMICALS INC.
LONG TERM INCENTIVE PLAN
By: /s/ George H. Hempstead
Name George H. Hempstead, III
Title: Committee Member
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
(the "Form 10").
4.2 Amended and Restated By-Laws of Registrant incorporated by
reference to Exhibit 3.2 to the Form 10.
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. Long Term Incentive Plan as amended and
restated effective January 26, 2001.
4.5 Long Term Incentive Plan and Executive Long Term Incentive Plan
Trust Agreement, dated January 1, 1999.
5.1 Opinion of counsel as to legality of securities being registered
(not original issue).
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants,
Florham Park, New Jersey.
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants,
Houston, Texas.
24.1 Power of Attorney