As filed with the Securities and Exchange Commission on January 25, 2005
Registration No. 333-_________
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
ASHLAND INC.
(Exact name of registrant as specified in its charter)
KENTUCKY 61-0122250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 E. RIVERCENTER BLVD. P.O. BOX 391
COVINGTON, KENTUCKY 41011 COVINGTON, KENTUCKY 41012
(Address of Principal Executive Officers) (Mailing Address)
ASHLAND INC.
DEFERRED COMPENSATION PLAN FOR EMPLOYEES (2005)
(Full title of the Plan)
DAVID L. HAUSRATH
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ASHLAND INC.
50 E. RIVERCENTER BLVD.
COVINGTON, KENTUCKY 41011
(Name and address of agent for service)
(859) 815-3333
(Telephone number of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed
Title of Maximum
Securities Amount Proposed Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share (1)(2) Price (1)(2) Fee
----------------------------------- ------------------- ------------------------- ---------------- ----------------
Common Stock, par value
$1.00 per share ............. 500,000 shares $57.53 $28,765,000 $3,386
===================================================================================================================
(1) In accordance with Rules 416 and 457 under the Securities Act of
1933, calculated on the basis of $57.53 per share of Common Stock
which was the average of the high and low prices on the New York
Stock Exchange -- Composite Tape on January 20, 2005.
(2) Estimated solely for the purpose of determining the registration
fee.
===============================================================================
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Ashland Inc., a
Kentucky corporation, relating to 500,000 shares of its common stock, par
value $1.00 per share, issuable to eligible employees of Ashland Inc.
pursuant to the Ashland Inc. Deferred Compensation Plan for Employees
(2005).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not filed as part of this Registration Statement pursuant to Note 1 to
Part 1 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. 1-2918), are
hereby incorporated by reference into this Registration Statement:
(i) Ashland Inc.'s Annual Report on Form 10-K for the fiscal year
ended September 30, 2004;
(ii) the description of Ashland's Common Stock, par value $1.00 per
share, set forth in the Registration Statement on Form 10, as amended in
its entirety by the Form 8 filed with the Commission on May 1, 1983; and
(iii) the description of Ashland's Rights to Purchase Series A
Participating Cumulative Preferred Stock set forth in the Registration
Statement on Form 8-A dated May 16, 1996.
In addition, all documents hereafter filed with the Commission by
Ashland 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
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.
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 126,205 shares of
Common Stock (including common stock units held in Ashland's deferred
compensation plan).
II-1
The consolidated financial statements and schedule of Ashland
appearing in Ashland's Annual Report (Form 10-K) for the year ended
September 30, 2004, have been audited by Ernst & Young LLP, Independent
Registered Public Accounting Firm, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements and schedule are, and audited consolidated financial
statements and schedules to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Ernst & Young
pertaining to such financial statements (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. Ashland has elected to indemnify
its officers and directors pursuant to Articles, its By-laws, as amended,
and by contract rather than to have such indemnification governed by the
statutory provisions.
Article X of Ashland's Third Restated Articles permits, but does not
require, Ashland to indemnify its directors, officers and employees to the
fullest extent permitted by law. Ashland's By-laws require indemnification
of officers and employees of Ashland and its subsidiaries under certain
circumstances. Ashland has entered into indemnification contracts with each
of its directors that require indemnification to the fullest extent
permitted by law, subject to certain exceptions and limitations.
Ashland has purchased insurance which insures (subject to certain
terms and conditions, exclusions and deductibles) Ashland against certain
costs which it might be required to pay by way of indemnification of its
directors or officers under its Third 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
Ashland. In addition, Ashland has purchased insurance which provides
liability coverage (subject to certain terms and conditions, exclusions and
deductibles) for amounts which Ashland, or the fiduciaries under its
employee benefit plans, which may include its 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.
4 Ashland Inc. Deferred Compensation Plan for Employees (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(a) Power of Attorney.
24(b) Certified copy of resolutions of the Board of Directors.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
II-2
(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 (the "Securities Act") unless the information
required to be included in such post-effective amendment 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 Exchange Act
that are incorporated by reference in the registration statement;
(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 unless the information required to be included in
such post-effective amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the 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.
(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 which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the
Securities Act 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
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 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 Securities Act and will be governed by
the final adjudication of such issue.
II-3
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act,
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 Covington and Commonwealth of
Kentucky on January 25, 2005.
ASHLAND INC.
By: /s/ David L. Hausrath
--------------------------------
David L. Hausrath
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 January 25, 2005.
Signature Title
James J. O'Brien * Chairman of the Board of Directors, Chief Executive
----------------------------------------------------- Officer and Director
J. Marvin Quin * Chief Financial Officer and Senior Vice President
-----------------------------------------------------
Lamar M. Chambers * Vice President and Controller
-----------------------------------------------------
Ernest H. Drew * Director
-----------------------------------------------------
Roger W. Hale * Director
-----------------------------------------------------
Bernadine P. Healy * Director
-----------------------------------------------------
Mannie L. Jackson * Director
-----------------------------------------------------
Kathleen Ligocki * Director
-----------------------------------------------------
Patrick F. Noonan * Director
-----------------------------------------------------
Jane C. Pfeiffer * Director
-----------------------------------------------------
William L. Rouse, Jr. * Director
-----------------------------------------------------
George A. Schaefer, Jr. * Director
-----------------------------------------------------
Theodore M. Solso * Director
-----------------------------------------------------
Michael J. Ward * Director
-----------------------------------------------------
* By: /s/ David L. Hausrath
----------------------------------------------
David L. Hausrath
Attorney-in-fact
January 25, 2005
II-4
EXHIBIT INDEX
Exhibit
No. Description
-------- ----------------------------------------------------
4 Ashland Inc. Deferred Compensation Plan for Employees (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(a) Power of Attorney.
24(b) Certified copy of resolutions of the Board of Directors.