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As filed with the U.S. Securities and Exchange Commission on May 15, 2006
Registration No. 333- _________

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CABOT CORPORATION
(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction
of incorporation or organization)
  04-2271897
(I.R.S. Employer
Identification No.)
 
     
Two Seaport Lane
Suite 1300
Boston, MA

(Address of principal executive offices)
  02210
(Zip Code)
Cabot UK Holdings Limited Inland Revenue
Approved Employee Share Ownership Plan

(Full title of the plan)
 
Brian A. Berube, Esq.
Vice President and General Counsel
Two Seaport Lane
Suite 1300
Boston, MA 02210
(Name and address of agent for service)
617-345-0100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
                                         
 
              Proposed Maximum     Proposed Maximum        
  Title Of Securities     Amount To Be     Offering Price Per     Aggregate Offering     Amount Of  
  To Be Registered     Registered (1)     Share     Price     Registration Fee  
 
Common Stock,
Par Value $1.00 per share
    20,000 shares     $ 35.235 (2)     $ 704,700 (2)     $ 75.41    
 
(1)   Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such additional shares of Common Stock as may become issuable under the plan to prevent dilution from stock splits, stock dividends and similar transactions.
(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange Composite Tape on May 10, 2006.
 
 

 


 

EXPLANATORY NOTE
          Cabot Corporation (the “Registrant”) filed a Registration Statement on Form S-8 on July 22, 2002 (Registration No. 333-96881) (the “AESOP Registration Statement”) to register shares of Common Stock for issuance pursuant to the Cabot UK Holdings Limited Inland Revenue Approved Employee Share Ownership Plan (the “AESOP”). For purposes of registering additional shares of Common Stock for issuance pursuant to the AESOP, we hereby incorporate by reference into this registration statement the contents of the AESOP Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
     
Exhibit
Number
 
Document Description
 
   
4.1
  Restated Certificate of Incorporation of Cabot Corporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of Cabot Corporation, File No. 1-5667, filed with the Commission on February 9, 2006).
23.1*
  Consent of PricewaterhouseCoopers LLP.
24*
  Power of Attorney (included on the signature page of this registration statement).
 
*Filed herewith

 


 

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, in the City of Boston, The Commonwealth of Massachusetts, on this 12th day of May, 2006.
         
  CABOT CORPORATION
 
 
  By:   /s/ Kennett F. Burnes    
    Name:   Kennett F. Burnes   
    Title:   President and Chief Executive Officer   
 
SIGNATURES AND POWER OF ATTORNEY
          Each person whose signature appears below constitutes and appoints Brian A. Berube and Jane A. Bell and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead as a director or officer or both, as the case may be, of Cabot Corporation, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Cabot Corporation, and all documents or instruments necessary or appropriate to enable Cabot Corporation to comply with the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
* * * *
          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
         
/s/ Kennett F. Burnes
 
Kennett F. Burnes
  Director, Chairman of the Board, Chief
Executive Officer and President
(Principal Executive Officer)
  May 12, 2006
/s/ Jonathan P. Mason
 
Jonathan P. Mason
  Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
  May 12, 2006
/s/ James P. Kelly
 
James P. Kelly
  Controller
(Controller/Principal Accounting Officer)
  May 12, 2006
/s/ John S. Clarkeson
 
John S. Clarkeson
  Director   May 12, 2006

 


 

         
Signature   Title   Date
/s/ Juan Enriquez-Cabot
 
Juan Enriquez-Cabot
  Director   May 12, 2006
/s/ Arthur L. Goldstein
 
Arthur L. Goldstein
  Director   May 12, 2006
/s/ Gautam S. Kaji
 
Gautam S. Kaji
  Director   May 12, 2006
/s/ Roderick C.G. MacLeod
 
Roderick C.G. Macleod
  Director   May 12, 2006
/s/ John H. McArthur
 
John H. McArthur
  Director   May 12, 2006
/s/ Henry F. McCance
 
Henry F. McCance
  Director   May 12, 2006
/s/ John F. O’Brien
 
John F. O’Brien
  Director   May 12, 2006
/s/ Ronaldo H. Schmitz
 
Ronaldo H. Schmitz
  Director   May 12, 2006
/s/ Lydia W. Thomas
 
Lydia W. Thomas
  Director   May 12, 2006
/s/ Mark S. Wrighton
 
Mark S. Wrighton
  Director   May 12, 2006
/s/ Dirk L. Blevi
 
Dirk L. blevi
  Director   May 12, 2006

 


 

EXHIBIT INDEX
     
Exhibit
Number
 
Document Description
 
   
4.2
  Restated Certificate of Incorporation of Cabot Corporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of Cabot Corporation, File No. 1-5667, filed with the Commission on February 9, 2006).
23.1*
  Consent of PricewaterhouseCoopers LLP.
24*
  Power of Attorney (included on the signature page of this registration statement).
 
*Filed herewith