Registration No.
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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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MILLENNIUM CHEMICALS INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3436215
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
20 Wight Avenue, Suite 100, Hunt Valley, Maryland 21030
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(Address of Principal Executive Office) (Zip Code)
MILLENNIUM CHEMICALS INC. SALARY AND BONUS DEFERRAL
PLAN
(Full title of the plan)
C. WILLIAM CARMEAN
Senior Vice President, General Counsel and Secretary
Millennium Chemicals Inc.
20 Wight Avenue, Suite 100, Hunt Valley, Maryland 21030
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(Name and address of agent for service)
(410) 229-4400
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(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 Price Per Offering Registration
Registered Registered Share (2) Price Fee
______________________________________________________________________________
Common
Stock, par 120,000
value $.01 shares $11.575 $1,389,000 $112.37
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 December 10, 2003.
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 and
Amendment No. 1 on Form 10-K/A for the year ended December
31, 2002.
(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) Registrant's Current Report on Form 8-K
dated December 15, 2003 and all other documents filed
pursuant to Section 13(a) or 15(d) of the Exchange Act
by Registrant since December 31, 2002 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 By-Laws of Registrant (as amended on February
4, 2002) incorporated by reference to Exhibit
3.2 to Registrant's Annual Report on Form 10K
for the year ended December 31, 2002.
4.3 Specimen form of certificate representing
Common Stock of Registrant incorporated by
reference to Exhibit 4.1 to the Form 10.
4.4(a) Millennium Chemicals Inc. Salary and Bonus
Deferral Plan incorporated by reference to
Exhibit 10.30 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996.
4.4(b) Amendment Number One to Millennium Chemicals
Inc. Salary and Bonus Deferral Plan
incorporated by reference to Exhibit 10.30(b)
to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997.
4.4(c) Amendment Number Two to Millennium Chemicals Inc.
Salary and Bonus Deferral Plan incorporated by
reference to Exhibit 10.28(c) to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1998.
4.4(d) Amendment Number Three to Millennium Chemicals Inc.
Salary and Bonus Deferral Plan incorporated by
reference to Exhibit 10.19(d) to Registrant's Annual
Report on Form 10-K for the year ended December
31, 2002.
4.4(e) Amendment to the Millennium Chemicals Inc. Salary and
Bonus Deferral Plan, dated December 31, 2002.
5 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 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 Hunt Valley, Maryland, December , 2003.
MILLENNIUM CHEMICALS INC.
(Registrant)
By: /s/ C. William Carmean
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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
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* Chairman of the December 16, 2003
----------------- Board
Worley H. Clark
* Director, President December 16, 2003
----------------- and Chief Executive
Robert E. Lee Officer (Principal
Executive Officer)
* Director, Executive Vice December 16, 2003
----------------- President and Chief
John E. Lushefski Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
* Director December 16, 2003
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Lord Baker
* Director December 16, 2003
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Mary K. Bush
* Director December 16, 2003
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Irvin F. Diamond
* Director December 16, 2003
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Lord Glenarthur
* Director December 16, 2003
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David J.P. Meachin
* Director December 16, 2003
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David S. Van Riper
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* By /s/ C. William Carmean December 16, 2003
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C. William Carmean
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 Hunt Valley, Maryland on December 16,2003.
MILLENNIUM CHEMICALS INC.
SALARY AND BONUS DEFERRAL PLAN
By: /s/ C. William Carmean
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Name: C. William Carmean
Title: Committee Member
EXHIBIT INDEX
Exhibit Page
No. ----
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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 By-Laws of Registrant (as amended on February 4,
2002) incorporated by reference to Exhibit 3.2 to
Registrant's Annual Report on Form 10K for the year
ended December 31, 2002.
4.3 Specimen form of certificate representing Common
Stock of Registrant incorporated by reference to
Exhibit 4.1 to the Form 10.
4.4(a) Millennium Chemicals Inc. Salary and Bonus
Deferral Plan incorporated by reference to Exhibit
10.30 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996.
4.4(b) Amendment Number One to Millennium Chemicals Inc.
Salary and Bonus Deferral Plan incorporated by
reference to Exhibit 10.30(b) to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1997.
4.4(c) Amendment Number Two to Millennium Chemicals Inc.
Salary and Bonus Deferral Plan incorporated by
reference to Exhibit 10.28(c) to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1998.
4.4(d) Amendment Number Three to Millennium Chemicals Inc.
Salary and Bonus Deferral Plan incorporated by
reference to Exhibit 10.19(d) to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 2002.
4.4(e) Amendment to the Millennium Chemicals Inc.
Salary and Bonus Deferral Plan, dated
December 31, 2002.
5 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 Power of Attorney