As filed with the Securities and Exchange Commission on August 9, 2005
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ASHLAND INC.
(FORMERLY NEW EXM INC.)
(Exact name of Registrant as specified in its charter)
Kentucky 20-0865835
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391
(859) 815-3333
(Address, including zip code, and
telephone number, including area
code, of Registrant's principal
executive offices)
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AMENDED AND RESTATED ASHLAND INC. INCENTIVE PLAN
(Full title of the Plan)
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David L. Hausrath, Esq.
Senior Vice President,
General Counsel and Secretary
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391
(859) 815-3333
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED [1] SHARE PRICE
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Common Stock, par value $0.01 per 463,553 [3] $62.045 [4] $28,761,145.89 [4] $3385.19
share, and Rights attached thereto
[2]
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[1] Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of Common Stock may be issued or issuable as a result of
a stock split or other distribution declared at any time by the Board of
Directors while this Registration Statement is in effect, this Registration
Statement is hereby deemed to cover all of such additional common stock.
[2] One Right to purchase one-thousandth of a share of Series A
Participating Cumulative Preferred Stock accompanies each share of Common
Stock, par value $0.01 per share.
[3] Constitutes 463,553 additional shares of the Registrant's common stock
issuable under the Amended and Restated Ashland Inc. Incentive Plan as a
result of the Transactions (as defined in Registration Statement Number
333-54766 described below).
[4] Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457 of the Act on the basis of the average of the
high and low reported sale prices of the Registrant's common stock on the
New York Stock Exchange Composite Tape on August 3, 2005 ($62.045).
1
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement Number 333-54766 pursuant to
Instruction E of the General Instructions to the Form S-8.
2
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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, Commonwealth of Kentucky, on August
9, 2005.
ASHLAND INC.,
By /s/ David L. Hausrath
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Name: David L. Hausrath
Title: 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 August 9, 2005.
SIGNATURE TITLE
*
-------------------------------------------------- Chairman of the Board and Chief Executive Officer
James J. O'Brien (Principal Executive Officer)
*
-------------------------------------------------- Senior Vice President and Chief Financial Officer
J. Marvin Quin (Principal Financial Officer)
*
-------------------------------------------------- Vice President and Controller
Lamar M. Chambers (Principal Accounting Officer)
* Director
--------------------------------------------------
Ernest H. Drew
* Director
--------------------------------------------------
Roger W. Hale
* Director
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Bernadine P. Healy
* Director
--------------------------------------------------
Mannie L. Jackson
* Director
--------------------------------------------------
Patrick F. Noonan
* Director
--------------------------------------------------
Kathleen Ligocki
3
* Director
--------------------------------------------------
George A. Schaefer, Jr.
* Director
--------------------------------------------------
Theodore M. Solso
* Director
--------------------------------------------------
Michael J. Ward
*By: /s/ David L. Hausrath
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David L. Hausrath
Attorney-in-fact
4
EXHIBIT INDEX
4.1 Second Restated Articles of Incorporation of the
Registrant (incorporated herein by reference to Exhibit
3(i) to Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2005).*
4.2 Rights Agreement dated as of May 16, 1996 between
Ashland Inc. and National City Bank, as Rights Agent
(incorporated herein by reference to Exhibit 4.4 to
Old Ashland's Annual Report on Form 10-K for the fiscal
year ended September 30, 2001).*
4.3 Amendment No. 1 dated as of March 18, 2004 to Rights
Agreement dated as of May 16, 1996 between Ashland Inc.
and National City Bank, as Rights Agent (incorporated
herein by reference to Exhibit 4 to Old Ashland's
Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2004).*
4.4 Amendment No. 2 dated as of April 27, 2005 to Rights
Agreement dated as of May 16, 1996 between Ashland Inc.
and National City Bank, as Rights Agent (incorporated
herein by reference to Exhibit 4.4 of the Registrant's
Form S-4/A filed with the Commission on May 2, 2005
(Registration No. 333-119689-01)).*
4.5 Specimen certificate of Common Stock, par value $0.01
per share (incorporated herein by reference to Exhibit
4.2 of the Registrant's Form S-4/A filed with the
Commission on May 10, 2005 (Registration No.
333-119689-01)).*
4.6 By-laws of the Registrant (incorporated herein by
reference to Exhibit 3(ii) to Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June
30, 2005).*
5 Opinion of David L. Hausrath, Esq.**
23.1 Consent of Ernst & Young LLP.**
23.2 Consent of PricewaterhouseCoopers LLP.**
23.3 Consent of David L. Hausrath, Esq. (included as part of
Exhibit 5).**
24.1 Power of Attorney.**
24.1 Certified Resolutions of the Registrant's Board of
Directors authorizing execution of this Registration
Statement by Power of Attorney.**
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*Previously filed
**Filed herewith