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| CIK | 1043382 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Solutia, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 12, 2013 |
SOA / Solutia, Inc. / VANGUARD GROUP INC Passive Investment solutiainc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Solutia Inc Title of Class of Securities: COMMON STOCK CUSIP Number: 834376501 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate |
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| February 6, 2013 |
SOA / Solutia, Inc. / Invesco Ltd. - SOLUTIA INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Solutia Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 834376501 (CUSIP Number) December 31, 20 |
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| July 16, 2012 |
FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-13255 SOLUTIA INC. (Exact name of registrant as specified in it |
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| July 5, 2012 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 16, 2012, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 5, 2012 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 16, 2012, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 2, 2012 |
SECOND AMENDED AND RESTATED BYLAWS SOLUTIA INC. ARTICLE I Meetings of Stockholders EX-3.3 4 d374390dex33.htm EX-3.3 Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF SOLUTIA INC. ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, |
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| July 2, 2012 |
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SOLUTIA INC. EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOLUTIA INC. Solutia Inc., a corporation organized and existing under the laws of the state of Delaware, hereby certifies as follows: 1. The name of the corporation is “Solutia Inc.” (referred to herein as the “Corporation”). 2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of |
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| July 2, 2012 |
EX-99.1 5 d374390dex991.htm EX-99.1 Exhibit 99.1 Eastman Announces its Wholly-Owned Subsidiary Solutia Inc.’s Redemption of Solutia’s 8-3/4% Senior Notes due 2017 and 7-7/8% Senior Notes due 2020 KINGSPORT, Tenn., July 2, 2012 – Eastman Chemical Company (“Eastman” NYSE:EMN) announced that Solutia Inc. (“Solutia”), which on July 2, 2012 became a wholly owned subsidiary of Eastman, will redeem all o |
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| July 2, 2012 |
POSASR As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| July 2, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| July 2, 2012 |
POS AM As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| July 2, 2012 |
EX-3.2 3 d374390dex32.htm EX-3.2 Exhibit 3.2 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK of SOLUTIA INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Solutia Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: That, pursuant to the auth |
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| July 2, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| July 2, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2012 Solutia Inc. (Exact name of registrant as specified in its charter) Delaware (State of incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer |
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| June 29, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2012 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identif |
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| June 29, 2012 |
EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com FOR IMMEDIATE RELEASE NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Stockholders Approve Proposed Transaction with Eastman Transaction Expected to Close First Week of July 2012 ST. LOUIS - June 29, 2012 - Solut |
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| May 29, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2012 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identifi |
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| May 29, 2012 |
EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com FOR IMMEDIATE RELEASE NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Mails Proxy Statement for Special Meeting of Stockholders to Vote on Proposed Eastman Transaction -Solutia and Eastman Receive Final Antitrust |
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| May 25, 2012 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 21, 2012 |
575 Maryville Centre Drive St. Louis, MO 63141, USA Tel: +1.314.674.1000 Fax: +1.314.674.1585 May 21, 2012 Via EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549-4631 Attn: Mr. Terence O’Brien Re: Solutia Inc. Form 10-K Filed February 24, 2012 Comment dated May 17, 2012 File No. 1-13255 Dear Mr. O’Brien: We are providing |
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| May 8, 2012 |
575 Maryville Centre Drive St. Louis, MO 63141, USA Tel: +1.314.674.1000 Fax: +1.314.674.1585 May 8, 2012 Via EDGAR and Facsimile United States Securities and Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549-4631 Attn: Mr. Terence O’Brien Re: Solutia Inc. Form 10-K for the fiscal year ended December 31, 2011 Filed February 24, 2012 Response dated May 1, |
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| May 8, 2012 |
Quarterly Report - 1ST QUARTER 2012 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13255 SOLUTIA INC. (Exact name of registrant |
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| May 1, 2012 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| April 30, 2012 |
Certification of Chief Executive Officer Pursuant to Section 302 Of the Sarbanes-Oxley Act of 2002 EXHIBIT 31.1(a) Certification of Chief Executive Officer Pursuant to Section 302 Of the Sarbanes-Oxley Act of 2002 I, Jeffry N. Quinn, certify that: 1. I have reviewed this Annual Report on Form 10-K/A of Solutia Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light o |
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| April 30, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-13255 SO |
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| April 30, 2012 |
Certification of Chief Financial Officer Pursuant to Section 302 Of the Sarbanes-Oxley Act of 2002 EXHIBIT 31.2(a) Certification of Chief Financial Officer Pursuant to Section 302 Of the Sarbanes-Oxley Act of 2002 I, James M. Sullivan, certify that: 1. I have reviewed this Annual Report on Form 10-K/A of Solutia Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| April 30, 2012 |
EX-10.44 3 exhibit10-44.htm EXHIBIT 10.44 EXHIBIT 10.44 Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141 U.S.A Tel: +1.314.674.1000 www.solutia.com February 14, 2012 Mr. Paul J. Berra III 12513 Arbour Knoll Place St. Louis, Missouri 63128 Re: Amendment to the Letter Severance Agreement Dear Paul: You previously entered into an agreement with Solutia, Inc. (the “Company”) on Februa |
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| April 30, 2012 |
PHANTOM STOCK UNIT AWARD AGREEMENT EX-10.43 2 exhibit10-43.htm EXHIBIT 10.43 EXHIBIT 10.43 PHANTOM STOCK UNIT AWARD AGREEMENT Participant: Grant Date: February 21, 2012 Number of Phantom Stock Units granted: THIS PHANTOM STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the “Company”), and the Particip |
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| April 27, 2012 |
Results of Operations and Financial Condition - 8-K 2012 FIRST QUARTER RESULTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identi |
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| April 27, 2012 |
Solutia Reports First Quarter 2012 Results EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com FOR IMMEDIATE RELEASE NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Reports First Quarter 2012 Results ST LOUIS – April 27, 2012 Note: See reconciliation tables below for adjustments made to U.S. GAAP financial |
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| April 17, 2012 |
575 Maryville Centre Drive St. Louis, MO 63141, USA Tel: +1.314.674.1000 Fax: +1.314.674.1585 April 17, 2012 Via EDGAR and Facsimile United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549-4631 Attn: Mr. Terence O’Brien Re: Solutia Inc. Form 10-K for the fiscal year ended December 31, 2011 File No. 1-13255 Dear Mr. O’Brien: We are |
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| March 8, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2012 SOLUTIA INC. |
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| March 8, 2012 |
Subject: An update on recent filings by Eastman Chemical and Solutia EX-99.1 2 d313148dex991.htm COMMUNICATION TO EMPLOYEES Exhibit 99.1 Subject: An update on recent filings by Eastman Chemical and Solutia As you have heard from your manager and leaders over the last several weeks, we continue to reach a number of key milestones in the process of Solutia’s pending merger with Eastman Chemical. One of those milestones is the filing with the Securities and Exchange C |
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| March 8, 2012 |
Form 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2012 SOLUTIA INC. |
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| March 8, 2012 |
Subject: An update on recent filings by Eastman Chemical and Solutia Exhibit 99.1 Subject: An update on recent filings by Eastman Chemical and Solutia As you have heard from your manager and leaders over the last several weeks, we continue to reach a number of key milestones in the process of Solutia’s pending merger with Eastman Chemical. One of those milestones is the filing with the Securities and Exchange Commission of a registration statement called a Form S-4 |
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| March 6, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): (February 29, 2012) EASTMAN CHEMICAL COMPANY (Exact name of registrant as specified in its charter) Delaware 1-12626 62-1539359 (State of incorporation or organization) ( |
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| March 6, 2012 |
Senior Bridge Term Loan Credit Agreement Exhibit 10.2 EXECUTION VERSION U.S. $2,300,000,000 SENIOR BRIDGE TERM LOAN CREDIT AGREEMENT Dated as of February 29, 2012 Among EASTMAN CHEMICAL COMPANY as Borrower THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITIBANK, N.A. as Administrative Agent CITIGROUP GLOBAL MARKETS INC. and BARCLAYS CAPITAL as Joint Lead Arrangers BARCLAYS CAPITAL as Syndicat |
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| March 6, 2012 |
EX-10.1 2 d309665dex101.htm FIVE-YEAR SENIOR TERM LOAN CREDIT AGREEMENT Exhibit 10.1 EXECUTION VERSION U.S. $1,200,000,000 FIVE-YEAR SENIOR TERM LOAN CREDIT AGREEMENT Dated as of February 29, 2012 Among EASTMAN CHEMICAL COMPANY as Borrower THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITIBANK, N.A. as Administrative Agent CITIGROUP GLOBAL MARKETS INC. and BARCLAYS CAPITAL as Joint Lead Arra |
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| March 1, 2012 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| March 1, 2012 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| February 24, 2012 |
Exhibit 24.2 SOLUTIA INC. CERTIFICATE I, Paul J. Berra, III, Senior Vice President, General Counsel, Legal and Governmental Affairs, Assistant Secretary of Solutia Inc. (the "Company"), hereby certify that the following is a full, true and correct copy of a resolution adopted by the Board of Directors of the Company on February 22, 2012, at which meeting a quorum was present and acting throughout: |
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| February 24, 2012 |
SUBSIDIARIES OF THE REGISTRANT EX-21 8 exhibit21.htm EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT The following is a list of Solutia's subsidiaries as of December 31, 2011, except for unnamed subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary. Percentage of Voting Power Owned by Solutia Jurisdiction of Incorporation CPFilms Inc. 100 % Delaware Flexsys Ame |
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| February 24, 2012 |
EX-10.34 5 exhibit10-35.htm EXHIBIT 10.35 EXHIBIT 10.35 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com August 19, 2011 Dear Mike: It is a pleasure to confirm the offer as Executive Vice President & Chief Operating Officer effective August 19, 2011. You will report directly to me. Compensation Your base salary will be $425,000 per year. Your target bonus will be 100% of y |
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| February 24, 2012 |
SUPPLEMENT NO. 1 TO SECURITY AGREEMENT EX-10.6 3 exhibit10-6.htm EXHIBIT 10.6 EXHIBIT 10.6 EXECUTION COPY SUPPLEMENT NO. 1 TO SECURITY AGREEMENT This SUPPLEMENT NO. 1 (this “Supplement”), dated as of December 28, 2011, to the Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of March 17, 2010, among SOLUTIA INC., a Delaware corporati |
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| February 24, 2012 |
FIRST AMENDMENT TO THE SOLUTIA 2008 RETIREE WELFARE PLAN EXHIBIT 10.42 FIRST AMENDMENT TO THE SOLUTIA 2008 RETIREE WELFARE PLAN WHEREAS, Solutia Inc. (the “Company”) established the Solutia 2008 Retiree Welfare Plan (the “Plan”), generally effective as of February 28, 2008; WHEREAS, by agreement executed January 14, 2008, the Company and Marshall & Ilsley Trust Company N.A. established the Solutia Retiree Welfare Trust (the “Trust”) effective February 2 |
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| February 24, 2012 |
EX-24.1 10 exhibit24-1.htm EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: Each undersigned director and/or officer of Solutia Inc. (the "Company"), a Delaware corporation, does hereby appoint Paul J. Berra, III, and Miriam Rogers Singer, each of them with full power to act without the other, as true and lawful attorneys-in-fact, to sign on his or her behalf (a) the Ann |
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| February 24, 2012 |
AGREEMENT REGARDING THE SOLUTIA RETIREE WELFARE TRUST EX-10.39 6 exhibit10-40.htm EXHIBIT 10.40 EXHIBIT 10.40 AGREEMENT REGARDING THE SOLUTIA RETIREE WELFARE TRUST This agreement (the “Agreement”), dated as of July 29, 2011, is by and between Solutia Inc. (“Solutia”) and the Retiree Liaison Committee appointed pursuant to the First Amended & Restated Retiree Settlement Agreement dated July 10, 2007 (the “Settlement Agreement”). Capitalized terms not |
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| February 24, 2012 |
SUPPLEMENT NO. 1 TO GUARANTEE AGREEMENT EXHIBIT 10.4 EXECUTION COPY SUPPLEMENT NO. 1 TO GUARANTEE AGREEMENT This SUPPLEMENT NO. 1 (this “Supplement”), dated as of December 28, 2011, to the Guarantee Agreement, dated as of March 17, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among each of the subsidiaries of SOLUTIA INC., a Delaware corporation (the |
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| February 24, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-13255 SOLUTIA INC. (Exac |
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| February 24, 2012 |
EXECUTIVE SEPARATION PAY PLAN AND SUMMARY PLAN DESCRIPTION SOLUTIA INC. EXHIBIT 10.33 EXECUTIVE SEPARATION PAY PLAN AND SUMMARY PLAN DESCRIPTION SOLUTIA INC. Overview Solutia Inc. (the “Company”) maintains this Executive Separation Pay Plan (the “Plan”) to provide the following severance benefits if you are involuntarily terminated through no fault of your own in the circumstances described below. This document serves as both the summary plan description (“SPD”) and t |
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| February 14, 2012 |
SOA / Solutia, Inc. / Invesco Ltd. - SOLUTIA INC. 12312011 Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. )* Solutia Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 834376501 (CUSIP Number) December 31, 2011 |
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| February 14, 2012 |
JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd. |
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| February 8, 2012 |
SOA / Solutia, Inc. / VANGUARD GROUP INC Passive Investment solutiainc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Solutia Inc Title of Class of Securities: Common Stock CUSIP Number: 834376501 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the appropriate box to designate t |
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| February 3, 2012 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| February 1, 2012 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| January 30, 2012 |
EX-99.2 5 d291098dex992.htm FORM OF LETTER FROM SOLUTIA INC. Exhibit 99.2 Dear Customer, I’d like to personally reach out to let you know about a new announcement that Solutia has agreed to merge with Eastman Chemical. The industry will, when the merger is completed, have a new, stronger and more competitive player with unparalleled technical expertise, a range of state-of-the-art products and a c |
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| January 30, 2012 |
Exhibit 99.2 Dear Customer, I’d like to personally reach out to let you know about a new announcement that Solutia has agreed to merge with Eastman Chemical. The industry will, when the merger is completed, have a new, stronger and more competitive player with unparalleled technical expertise, a range of state-of-the-art products and a commitment to developing and delivering solutions that our cus |
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| January 30, 2012 |
AMENDMENT NO. 1 TO 382 RIGHTS AGREEMENT Amendment No. 1 to the 382 Rights Agreement, dated as of January 26, 2012 Exhibit 4.1 AMENDMENT NO. 1 TO 382 RIGHTS AGREEMENT This Amendment No. 1 (this “Amendment”) is entered into as of January 26, 2012 and amends that 382 Rights Agreement, dated as of July 27, 2009 (the “Rights Agreement”), by and between Solutia Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust |
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| January 30, 2012 |
Form 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2012 SOLUTIA INC. |
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| January 30, 2012 |
EX-2.1 2 d291098dex21.htm AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 26, 2012 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLUTIA INC., EASTMAN CHEMICAL COMPANY AND EAGLE MERGER SUB CORPORATION DATED JANUARY 26, 2012 TABLE OF CONTENTS PAGE ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects 2 Sect |
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| January 30, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2012 EASTMAN CHEMICAL COMPANY (Exact name of registrant as specified in its charter) Delaware 1-12626 62-1539359 (State or other jurisdiction of incorporation) (C |
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| January 30, 2012 |
Form 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2012 SOLUTIA INC. |
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| January 30, 2012 |
St. Louis, Missouri 63141, USA Letter from Solutia Inc. to its customers of the Advanced interlayers division Exhibit 99.3 575 Maryville Centre Drive St. Louis, Missouri 63141, USA Tel: +1.314.674.1000 Fax: +1.314.674.1585 www.solutia.com January 27, 2012 Dear Mr. Customer: You may by now have seen the announcement that Solutia has agreed to be acquired by Eastman Chemical (“Eastman”). Some of you may know Eastman well, and wil |
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| January 30, 2012 |
Agreement and Plan of Merger, dated as of January 26, 2012 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLUTIA INC., EASTMAN CHEMICAL COMPANY AND EAGLE MERGER SUB CORPORATION DATED JANUARY 26, 2012 TABLE OF CONTENTS PAGE ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects 2 Section 1.5 Conversion of Secu |
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| January 30, 2012 |
EX-99.1 4 d291098dex991.htm TRANSCRIPT OF EASTMAN'S CONFERENCE CALL Exhibit 99.1 CORPORATE PARTICIPANTS Greg Riddle Eastman Chemical Company - IR Jim Rogers Eastman Chemical Company - President and CEO Curt Espeland Eastman Chemical Company - SVP and CFO Mark Costa Eastman Chemical Company - EVP of Specialty Polymers, Coatings and Adhesives CONFERENCE CALL PARTICIPANTS Jeff Quinn Solutia Inc. - Pr |
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| January 30, 2012 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLUTIA INC., EASTMAN CHEMICAL COMPANY AND EAGLE MERGER SUB CORPORATION DATED JANUARY 26, 2012 TABLE OF CONTENTS PAGE ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects 2 Section 1.5 Conversion of Securities 2 Section 1.6 Certificate of Incorporation; Bylaws 3 Section 1. |
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| January 30, 2012 |
EX-99.1 4 d291098dex991.htm TRANSCRIPT OF EASTMAN'S CONFERENCE CALL Exhibit 99.1 CORPORATE PARTICIPANTS Greg Riddle Eastman Chemical Company - IR Jim Rogers Eastman Chemical Company - President and CEO Curt Espeland Eastman Chemical Company - SVP and CFO Mark Costa Eastman Chemical Company - EVP of Specialty Polymers, Coatings and Adhesives CONFERENCE CALL PARTICIPANTS Jeff Quinn Solutia Inc. - Pr |
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| January 30, 2012 |
St. Louis, Missouri 63141, USA Letter from Solutia Inc. to its customers of the Advanced interlayers division Exhibit 99.3 575 Maryville Centre Drive St. Louis, Missouri 63141, USA Tel: +1.314.674.1000 Fax: +1.314.674.1585 www.solutia.com January 27, 2012 Dear Mr. Customer: You may by now have seen the announcement that Solutia has agreed to be acquired by Eastman Chemical (“Eastman”). Some of you may know Eastman well, and wil |
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| January 30, 2012 |
EX-99.4 7 d291098dex994.htm LETTER FROM SOLUTIA INC. TO ITS CUSTOMERS OF THE TECHNICAL SPECIALTIES DIVISION Exhibit 99.4 Richard N. Altice President and General Manager Technical Specialties Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141, USA Tel: +1.314.674.1203 Fax: +1.314.674.1505 www.solutia.com January 30, 2012 Dear Customer: I am writing to personally inform you that Solut |
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| January 30, 2012 |
AMENDMENT NO. 1 TO 382 RIGHTS AGREEMENT Amendment No. 1 to the 382 Rights Agreement, dated as of January 26, 2012 Exhibit 4.1 AMENDMENT NO. 1 TO 382 RIGHTS AGREEMENT This Amendment No. 1 (this “Amendment”) is entered into as of January 26, 2012 and amends that 382 Rights Agreement, dated as of July 27, 2009 (the “Rights Agreement”), by and between Solutia Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust |
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| January 30, 2012 |
EX-99.1 Exhibit 99.1 CORPORATE PARTICIPANTS Greg Riddle Eastman Chemical Company - IR Jim Rogers Eastman Chemical Company - President and CEO Curt Espeland Eastman Chemical Company - SVP and CFO Mark Costa Eastman Chemical Company - EVP of Specialty Polymers, Coatings and Adhesives CONFERENCE CALL PARTICIPANTS Jeff Quinn Solutia Inc. - President and CEO David Begleiter Deutsche Bank - Analyst Fran |
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| January 30, 2012 |
EX-99.4 7 d291098dex994.htm LETTER FROM SOLUTIA INC. TO ITS CUSTOMERS OF THE TECHNICAL SPECIALTIES DIVISION Exhibit 99.4 Richard N. Altice President and General Manager Technical Specialties Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141, USA Tel: +1.314.674.1203 Fax: +1.314.674.1505 www.solutia.com January 30, 2012 Dear Customer: I am writing to personally inform you that Solut |
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| January 27, 2012 |
EX-99.5 Exhibit 99.5 [Eastman logo] [Forward-looking statements and legends to appear on screen graphically] Cautionary Statements Regarding Forward-Looking Information This communication includes forward-looking statements subject to the safe harbor provisions of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Eastman’s current expecta |
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| January 27, 2012 |
EX-99.2 3 d290925dex992.htm COMMUNICATION TO EMPLOYEES Exhibit 99.2 Dear Colleagues: This morning, it has been announced that after careful consideration, upon unanimous approval by our board of directors, Solutia has entered into an agreement to merge with Eastman Chemical Company, a worldwide manufacturer and marketer of chemicals, fibers and plastics with a 92-year history in the industry. The |
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| January 27, 2012 |
EX-99.4 Exhibit 99.4 [Eastman logo] [Safe Harbor language to scroll on screen] Cautionary Statements Regarding Forward-Looking Information This communication includes forward-looking statements subject to the safe harbor provisions of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Eastman’s current expectations regarding the timing of |
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| January 27, 2012 |
EX-99.6 Exhibit 99.6 [Eastman logo] [Safe Harbor language to scroll on screen] Cautionary Statements Regarding Forward-Looking Information This communication includes forward-looking statements subject to the safe harbor provisions of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Eastman’s current expectations regarding the timing of |
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| January 27, 2012 |
Q1: Why are we acquiring Solutia? EX-99.7 Exhibit 99.7 Q1: Why are we acquiring Solutia? A: First, Solutia is an excellent fit within our growth strategy. As you know, acquisitions have been a strategic tool for us to execute on our growth strategy. This one moves us in the right direction in key parameters that we have defined for ourselves, such as sustainability and emerging markets. Solutia is a financially strong, leading per |
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| January 27, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2012 EASTMAN CHEMICAL COMPANY (Exact name of registrant as specified in its charter) Delaware 1-12626 62-1539359 (State or other jurisdiction of incorporation) (C |
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| January 27, 2012 |
FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2012 SOLUTIA INC. |
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| January 27, 2012 |
Solutia Reports Fourth Quarter and Full-Year 2011 Results EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com FOR IMMEDIATE RELEASE NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Reports Fourth Quarter and Full-Year 2011 Results ST LOUIS – January 27, 2012 Fourth Quarter Highlights • Net sales of $526 million; an 8% increase from the same period in 2010 • Diluted Earnings |
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| January 27, 2012 |
Communication to employees Exhibit 99.3 Dear Colleagues, Thank you for joining us earlier this morning in the global employee videoconference to discuss today’s announcement that Solutia has agreed to merge with Eastman Chemicals, a Fortune 500 company and a global manufacturer and marketer of chemicals, fibers and plastics. I am confident this merger creates a world-class chemicals company and br |
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| January 27, 2012 |
Press Release Exhibit 99.1 Eastman to Acquire Solutia; Raises Outlook for 2013 EPS to Greater Than $6 KINGSPORT, Tenn. and ST. LOUIS, Mo. – Eastman Chemical Company (NYSE:EMN) and Solutia Inc. (NYSE:SOA) today announced that they have entered into a definitive agreement, under which Eastman will acquire Solutia, a global leader in performance materials and specialty chemicals. Under the terms of t |
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| January 27, 2012 |
Eastman to Acquire Solutia; Raises Outlook for 2013 EPS to Greater Than $6 EX-99.1 Exhibit 99.1 Eastman to Acquire Solutia; Raises Outlook for 2013 EPS to Greater Than $6 KINGSPORT, Tenn. and ST. LOUIS, Mo. – Eastman Chemical Company (NYSE:EMN) and Solutia Inc. (NYSE:SOA) today announced that they have entered into a definitive agreement, under which Eastman will acquire Solutia, a global leader in performance materials and specialty chemicals. Under the terms of the agr |
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| January 27, 2012 |
Communication to employees Exhibit 99.3 Dear Colleagues, Thank you for joining us earlier this morning in the global employee videoconference to discuss today’s announcement that Solutia has agreed to merge with Eastman Chemicals, a Fortune 500 company and a global manufacturer and marketer of chemicals, fibers and plastics. I am confident this merger creates a world-class chemicals company and br |
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| January 27, 2012 |
EX-99.1 2 d290925dex991.htm PRESS RELEASE Exhibit 99.1 Eastman to Acquire Solutia; Raises Outlook for 2013 EPS to Greater Than $6 KINGSPORT, Tenn. and ST. LOUIS, Mo. – Eastman Chemical Company (NYSE:EMN) and Solutia Inc. (NYSE:SOA) today announced that they have entered into a definitive agreement, under which Eastman will acquire Solutia, a global leader in performance materials and specialty che |
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| January 27, 2012 |
Eastman’s Acquisition of Solutia: EX-99.2 Eastman’s Acquisition of Solutia: Strengthening a Top-Tier Specialty Chemical Company January 27, 2012 Exhibit 99.2 Forward-Looking Statements This communication includes forward-looking statements subject to the safe harbor provisions of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Eastman’s current expectations regarding th |
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| January 27, 2012 |
Communication to employees Exhibit 99.2 Dear Colleagues: This morning, it has been announced that after careful consideration, upon unanimous approval by our board of directors, Solutia has entered into an agreement to merge with Eastman Chemical Company, a worldwide manufacturer and marketer of chemicals, fibers and plastics with a 92-year history in the industry. The joint press release issued m |
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| January 27, 2012 |
Results of Operations and Financial Condition - FORM 8-K - 4TH QUARTER & FULL-YEAR 2011 RESULTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2012 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Iden |
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| January 27, 2012 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| January 27, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2012 SOLUTIA INC. |
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| January 27, 2012 |
Note: Translated versions will be made available shortly. EX-99.3 4 d290397dex993.htm EX-99.3 Exhibit 99.3 Note: Translated versions will be made available shortly. Restricted – For Internal Use Only Happy 2012! I hope this year has gotten off to a good start for each of you. It has gotten off to an exciting start for Eastman. Last night we reported that, despite a softer than expected fourth quarter, our earnings per share were among our best for a four |
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| December 2, 2011 |
Solutia Inc. Announces Investor Day on December 15, 2011 in New York City EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com FOR IMMEDIATE RELEASE NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Inc. Announces Investor Day on December 15, 2011 in New York City ST. LOUIS, December 1, 2011 - Solutia Inc. (NYSE: SOA), a leading global performance materials and specialty chemicals company, w |
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| December 2, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Iden |
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| November 29, 2011 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2011 SOLUTIA INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-13255 43-1781797 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 29, 2011 |
EX-99.1 2 d261721dex991.htm EX-99.1 Exhibit 99.1 Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Completes Acquisition of Southwall Technologies Inc. Positions Solutia as leader in next-generation advanced film solutions ST. LOUIS — November 28, 2011 — Solutia Inc. (NYSE: SOA), a market-leading performance materials and specialty chemicals company, has co |
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| November 23, 2011 |
EX-99.A.5.C. 2 d260666dex99a5c.htm EX-99.A.5.C. Exhibit (a)(5)(C) Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Successfully Completes Tender Offer for Shares of Southwall Technologies Inc. ST. LOUIS, November 23, 2011 — Solutia Inc. (NYSE: SOA) (“Solutia”) and its wholly-owned subsidiary, Backbone Acquisition Sub, Inc. (“Purchaser”), which was formed f |
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| November 23, 2011 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 SOUTHWALL TECHNOLOGIES INC. (Name of Subject Company (Issuer)) BACKBONE ACQUISITION SUB, INC. A Wholly-Owned Subsidiary of SOLUTIA INC. (Names of Filing Persons (Offerors)) COMMON STOCK, $0.001 |
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| November 15, 2011 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 SOUTHWALL TECHNOLOGIES INC. (Name of Subject Company (Issuer)) BACKBONE ACQUISITION SUB, INC. A Wholly-Owned Subsidiary of SOLUTIA INC. (Names of Filing Persons (Offerors)) COMMON STOCK, $0.001 |
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| November 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 SOUTHWALL TECHNOLOGIES INC. (Name of Subject Company (Issuer)) BACKBONE ACQUISITION SUB, INC. A Wholly-Owned Subsidiary of SOLUTIA INC. (Names of Filing Persons (Offerors)) COMMON STOCK, $0.001 PAR VALUE |
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| November 9, 2011 |
601 Lexington Avenue New York, New York 10022 William B. Sorabella To Call Writer Directly: (212) 446-4932 [email protected] (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 November 10, 2011 Via EDGAR Submission Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3628 Attention: David L. |
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| November 1, 2011 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 SOUTHWALL TECHNOLOGIES INC. (Name of Subject Company (Issuer)) BACKBONE ACQUISITION SUB, INC. A Wholly-Owned Subsidiary of SOLUTIA INC. (Names of Filing Persons (Offerors)) COMMON STOCK, $0.001 |
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| October 28, 2011 |
SEPARATION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS EXHIBIT 10.2 SEPARATION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS This Separation Agreement and Waiver and Release of Claims (this "Agreement") is made and entered into as of the date indicated herein below by and between SOLUTIA INC., a Delaware corporation (the "Company") and James R. Voss (the "Executive"). For the purposes of this Agreement, the Company includes any corporations related to or |
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| October 28, 2011 |
EXHIBIT 10.1 SECURITIES TRANSFER AGREEMENT This SECURITIES TRANSFER AGREEMENT (this ?Agreement?) is made and entered into as of August 4, 2011 by and among Solutia Inc., a Delaware corporation (the ?Transferor?), Ascend Performance Materials Holdings Inc., a Delaware corporation (?Ascend?), APM Disc Holdings LLC, a Delaware limited liability company (?APM Disc?), and SK Titan Holdings LLC, a Delaw |
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| October 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q 10-Q 1 form10-q.htm 10Q FOR 3RD QUARTER 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number |
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| October 26, 2011 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Iden |
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| October 26, 2011 |
Solutia Reports Third Quarter 2011 Results EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com FOR IMMEDIATE RELEASE NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Reports Third Quarter 2011 Results ST. LOUIS – October 26, 2011 Third Quarter Highlights • Net sales of $519 million; a 2% increase from the same period in 2010 • Diluted earnings per share from |
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| October 25, 2011 |
{Remainder of page left blank.} Exhibit (d)(9) D. John Srivisal Vice President Transaction Execution Tel: +1.314.674.5035 Fax: +1.314.674.2721 [email protected] Private and Confidential September 29, 2011 Southwall Technologies Inc. 3788 Fabian Way Palo Alto, CA 94303 Attention: Dennis Capovilla President & Chief Executive Officer Dear Dennis: Reference is hereby made to the letter agreement, dated June 26, 2011 and countersign |
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| October 25, 2011 |
EX-99.(A)(1)(B) 3 d246007dex99a1b.htm LETTER OF TRANSMITTAL Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of SOUTHWALL TECHNOLOGIES INC. at $13.60 NET PER SHARE Pursuant to the Offer to Purchase dated October 25, 2011 by BACKBONE ACQUISITION SUB, INC. a wholly-owned subsidiary of SOLUTIA INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TI |
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| October 25, 2011 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SOUTHWALL TECHNOLOGIES INC. (Name of Subject Company (Issuer)) BACKBONE ACQUISITION SUB, INC. A Wholly-Owned Subsidiary of SOLUTIA INC. (Names of Filing Persons (Offerors)) COMMON STOCK, $0.001 PAR VALUE (Title |
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| October 25, 2011 |
Disclosure Agreement Exhibit (d)(4) DISCLOSURE AGREEMENT This Disclosure Agreement (hereinafter referred to as “Agreement”) is entered into by and between: Southwall Technologies Inc. |
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| October 25, 2011 |
Notice of Guaranteed Delivery Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of SOUTHWALL TECHNOLOGIES INC. |
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| October 25, 2011 |
Exhibit (d)(6) James M. Sullivan Executive Vice President and Chief Financial Officer Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141, USA Tel: +1.314.674.7734 Fax: +1.314.674.8425 Email: [email protected] www.solutia.com Private and Confidential June 26, 2011 Dennis Capovilla President & Chief Executive Officer Southwall Technologies Inc. 3788 Fabian Way Palo Alto, CA 94303 Dea |
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| October 25, 2011 |
EX-99.(A)(1)(A) 2 d246007dex99a1a.htm OFFER TO PURCHASE Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of SOUTHWALL TECHNOLOGIES INC. at $13.60 Net Per Share by BACKBONE ACQUISITION SUB, INC. a wholly-owned subsidiary of SOLUTIA INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE NIGHT OF TUESDAY, NOV |
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| October 25, 2011 |
Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of SOUTHWALL TECHNOLOGIES INC. |
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| October 25, 2011 |
Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of SOUTHWALL TECHNOLOGIES INC. |
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| October 25, 2011 |
EX-99.(D)(7) 12 d246007dex99d7.htm AMENDMENT TO LETTER AGREEMENT Exhibit (d)(7) D. John Srivisal Vice President Transaction Execution Tel: +1.314.674.5035 Fax: +1.314.674.2721 [email protected] Private and Confidential August 16, 2011 Southwall Technologies Inc. 3788 Fabian Way Palo Alto, CA 94303 Attention: Dennis Capovilla President & Chief Executive Officer Dear Dennis: Reference is hereby mad |
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| October 25, 2011 |
Letter Agreement Exhibit (d)(5) DISCLOSURE AGREEMENT This Disclosure Agreement (hereinafter referred to as “Agreement”) is entered into by and between: Southwall Technologies Inc. |
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| October 25, 2011 |
{Remainder of page left blank.} Amendment to Letter Agreement Exhibit (d)(8) D. John Srivisal Vice President Transaction Execution Tel: +1.314.674.5035 Fax: +1.314.674.2721 [email protected] Private and Confidential September 20, 2011 Southwall Technologies Inc. 3788 Fabian Way Palo Alto, CA 94303 Attention: Dennis Capovilla President & Chief Executive Officer Dear Dennis: Reference is hereby made to the letter agreement, dated |
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| October 25, 2011 |
Exhibit (a)(5)(B) Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Commences Tender Offer to Acquire Southwall Technologies Inc. Previously-Announced Offer Price of $13.60 Per Share in Cash ST. LOUIS, October 25, 2011 ? Solutia Inc. (NYSE: SOA), a market-leading performance materials and specialty chemicals company, is commencing today, through its wholly- |
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| October 25, 2011 |
EX-99.(A)(1)(F) 7 d246007dex99a1f.htm SUMMARY AD Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated October 25, 2011, and the related Letter of Transmittal and any amendments or supplements thereto. The Offer is not being made to (nor will t |
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| October 17, 2011 |
Exhibit 4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0. |
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| October 17, 2011 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SOUTHWALL TECHNOLOGIES INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 844909200 (CUSIP Number) Solutia Inc. Paul J. Berra, III Senior Vice President, Legal and Governmental Affairs and General Counsel 575 Maryville Centre Drive P |
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| October 11, 2011 |
EX-99.2 4 d241544dex992.htm EX-99.2 Exhibit 99.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2011, is entered into by and among SOLUTIA INC., a Delaware corporation (“Parent”), BACKBONE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SOUTHWALL TECHNOLOGIES INC., a Delaware corporatio |
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| October 11, 2011 |
EX-99.1 3 d241544dex991.htm EX-99.1 Exhibit 99.1 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2011, is entered into by and among SOLUTIA INC., a Delaware corporation (“Parent”), BACKBONE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SOUTHWALL TECHNOLOGIES INC., a Delaware corporatio |
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| October 11, 2011 |
Exhibit 99.3 Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia to Acquire Southwall Technologies Inc. Creates powerhouse of world-class innovation, technology and commercial films expertise ST. LOUIS and PALO ALTO, October 7, 2011 — Solutia Inc. (NYSE: SOA), a market-leading performance materials and specialty chemicals company, and Southwall Technologies I |
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| October 11, 2011 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLUTIA INC. BACKBONE ACQUISITION SUB, INC. AND SOUTHWALL TECHNOLOGIES INC. Dated as of October 6, 2011 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS AND INTERPRETATION 2 Section 1.1 Certain Definitions 2 Section 1.2 Terms Defined Elsewhere 12 Section 1.3 Interpretation 14 ARTICLE II THE OFFER 15 Section 2.1 The Offer 15 Section 2.2 Com |
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| October 11, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 d241544d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2011 SOLUTIA INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-13255 43-17817 |
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| October 7, 2011 |
Transcript Exhibit 99.2 On October 7, 2011, Solutia Inc. (“Solutia”) released a video in which Jeffry N. Quinn, Chairman, President and Chief Executive Officer of Solutia, discussed Solutia’s proposed acquisition of Southwall Technologies Inc. Below is a transcript of the video. * * * * * Forward Looking Statements This communication may contain forward-looking statements, which can be identified |
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| October 7, 2011 |
EX-99.1 2 d240939dex991.htm PRESS RELEASE Exhibit 99.1 Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia to Acquire Southwall Technologies Inc. Creates powerhouse of world-class innovation, technology and commercial films expertise ST. LOUIS and PALO ALTO, October 7, 2011 — Solutia Inc. (NYSE: SOA), a market-leading performance materials and specialty chemi |
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| October 7, 2011 |
SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SOUTHWALL TECHNOLOGIES INC. (Name of Subject Company (Issuer)) BACKBONE ACQUISITION SUB, INC. A Wholly Owned Subsidiary of SOLUTIA INC. (Names of Filing Persons (Offerors)) COMMON STOCK, $0.001 PAR VALUE (Ti |
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| October 7, 2011 |
EX-99.3 4 d240939dex993.htm COMMUNICATION TO PARENT EMPLOYEES Exhibit 99.3 On October 7, 2011, Jeffry N. Quinn, Chairman, President and Chief Executive Officer of Solutia Inc. (“Solutia”), sent the following e-mail correspondence to Solutia’s employees. * * * * * I have shared with you Solutia’s plans to grow through strategic, bolt-on acquisitions that expand our capabilities and increase the sca |
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| September 14, 2011 |
Solutia Updates 2011 Earnings Guidance EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com FOR IMMEDIATE RELEASE NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Updates 2011 Earnings Guidance ST. LOUIS – September 14, 2011 – Solutia Inc. (NYSE: SOA), a global leader in performance materials and special |
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| September 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Id |
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| August 25, 2011 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints the Secretary or any Assistant Secretary of Solutia Inc. |
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| August 25, 2011 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints the Secretary or any Assistant Secretary of Solutia Inc. |
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| August 25, 2011 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints the Secretary or any Assistant Secretary of Solutia Inc. |
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| August 24, 2011 |
8-K 1 form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Numbe |
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| August 24, 2011 |
EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com FOR IMMEDIATE RELEASE NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Elects New Members to Executive Leadership Team Appointments highlight proven success and commitment to emerging economies ST. LOUIS, August 22, 2011 - Solutia Inc. (NYSE: SOA), a market-leading |
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| August 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identi |
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| July 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q 10-Q 1 form10-q.htm 2ND QUARTER 2011 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-1325 |
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| July 26, 2011 |
EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com FOR IMMEDIATE RELEASE NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Reports Second Quarter 2011 Results Financial performance reflects resiliency of portfolio and strong operational execution ST LOUIS – July 25, 2011 Second Quarter Highlights ● Net sales of $543 |
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| July 26, 2011 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identif |
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| July 22, 2011 |
POWER OF ATTORNEY Know all by these presents,that the undersigned hereby constitutes and appoints the Secretary or any Assistant Secretary of Solutia Inc. |
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| June 14, 2011 |
Solutia Executives Enter into Planned Stock Sales Agreements EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com FOR IMMEDIATE RELEASE NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Executives Enter into Planned Stock Sales Agreements ST. LOUIS – June 13, 2011 – Solutia Inc. (NYSE: SOA), a global leader in performance materials and specialty chemicals, announced today that J |
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| June 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) ( |
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| June 13, 2011 |
Solutia Executives Enter into Planned Stock Sales Agreements EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com FOR IMMEDIATE RELEASE NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Executives Enter into Planned Stock Sales Agreements ST. LOUIS – June 13, 2011 – Solutia Inc. (NYSE: SOA), a global leader in performance materials and specialty chemicals, announced today that J |
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| June 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identif |
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| June 10, 2011 |
EXPLANATION OF RESPONSES: REMARKS: UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| May 3, 2011 |
EX-10.4 2 exhibit10-4.htm EXHIBIT 10.4 RESTRICTED STOCK AWARD EXHIBIT 10.4 RESTRICTED STOCK AWARD AGREEMENT pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN Grant Date: February 23, 2011 THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware |
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| May 3, 2011 |
EX-10.5 3 exhibit10-5.htm EXHIBIT 10.5 PERFORMANCE STOCK AWARD EXHIBIT 10.5 PERFORMANCE STOCK AWARD AGREEMENT pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN Grant Date: February 23, 2011 THIS PERFORMANCE STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delawa |
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| May 3, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13255 SOLUTIA INC. (Exact name of registrant |
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| May 2, 2011 |
EXHIBIT 99.1 News FOR IMMEDIATE RELEASE Media: Melissa Zona (314) 674-5555 Investors: Susannah Livingston (314) 674-8914 575 Maryville Centre Drive St. Louis, MO 63141, USA www.solutia.com Solutia Reports First Quarter 2011 Results Financial performance reflects strength in high-growth markets and emerging economies ST LOUIS ?May 2, 2011 First Quarter Highlights ? Net sales of $509 million; a 14% |
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| May 2, 2011 |
Results of Operations and Financial Condition 8-K 1 body8-k.htm 8-K BODY 5-2-2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission |
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| April 20, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identi |
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| April 19, 2011 |
POWER OF ATTORNEY Know all by these presents,that the undersigned hereby constitutes and appoints the Secretary or any Assistant Secretary of Solutia Inc. |
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| April 19, 2011 |
POWER OF ATTORNEY Know all by these presents,that the undersigned hereby constitutes and appoints the Secretary or any Assistant Secretary of Solutia Inc. |
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| April 19, 2011 |
POWER OF ATTORNEY Know all by these presents,that the undersigned hereby constitutes and appoints the Secretary or any Assistant Secretary of Solutia Inc. |
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| March 22, 2011 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 15, 2011 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 9, 2011 |
ADDITIONAL TERM-1 JOINDER AGREEMENT exv10w2 Exhibit 10.2 ADDITIONAL TERM-1 JOINDER AGREEMENT Deutsche Bank Trust Company Americas Attn: Erin Morrissey, Leveraged Loan Portfolio 60 Wall Street New York, New York 10005 Deutsche Bank Trust Company Americas Attn: Nino Recko, 5022 Gate Parkway, Suite 200 Jacksonville, Florida 32256 Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of March 17, 2010, among SOLUTIA I |
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| March 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2011 SOLUTIA INC. (Exact name of registrant as specified in Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 001-13255 43-1781797 (Commission File Number) (IR |
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| March 9, 2011 |
EX-10.1 2 l42107exv10w1.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 1, dated as of March 3, 2011 (this “Amendment”), to the Credit Agreement dated as of March 17, 2010, among SOLUTIA, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), the Issuers and Swing Line Lender party ther |
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| March 4, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 28, 2011 |
Solutia Adds Edgar G. Hotard to the Board of Directors FOR IMMEDIATE RELEASE Media: Melissa Zona (314) 674-5555 Investors: Susannah Livingston (314) 674-8914 575 Maryville Centre Drive St. |
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| February 28, 2011 |
8-K 1 body8-k.htm 8-K HOTARD ELECTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Com |
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| February 28, 2011 |
POWER OF ATTORNEY Know all by these presents,that the undersigned hereby constitutes and appoints the Secretary or any Assistant Secretary of Solutia Inc. |
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| February 25, 2011 |
EX-24.1 9 exhibit24-1.htm EXHIBIT 24.1 POA EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: Each undersigned director and/or officer of Solutia Inc. (the "Company"), a Delaware corporation, does hereby appoint Paul J. Berra, III, and Miriam Rogers Singer, each of them with full power to act without the other, as true and lawful attorneys-in-fact, to sign on his or her behalf (a) the |
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| February 25, 2011 |
EX-10.19 4 exhibit10-19.htm EXHIBIT 10.19 RESTRICTED STOCK AWARD AGMT EXHIBIT 10.19 RESTRICTED STOCK AWARD AGREEMENT pursuant to the SOLUTIA INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN Participant: Grant Date: April 21, 2010 Number of Shares of Restricted Stock granted: THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by a |
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| February 25, 2011 |
EXHIBIT 10.20 Solutia Inc. Executive Tax and Financial Planning Reimbursement Policy Amended and Restated Effective January 1, 2010 PURPOSE The purpose of this program is to provide financial planning and tax service reimbursement to designated executives. The Company believes that good financial planning and tax preparation by a professional reduces the time and attention the executive would othe |
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| February 25, 2011 |
EX-24.2 10 exhibit24-2.htm EXHIBIT 24.2 RESOLUTION Exhibit 24.2 SOLUTIA INC. CERTIFICATE I, Paul J. Berra, III, Senior Vice President, General Counsel, Legal and Governmental Affairs, Assistant Secretary of Solutia Inc. (the "Company"), hereby certify that the following is a full, true and correct copy of a resolution adopted by the Board of Directors of the Company on February 24, 2011, at which |
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| February 25, 2011 |
EX-10.18 3 exhibit10-18.htm EXHIBIT 10.18 FORM OF RESTRICTED STOCK UNIT AWARD AGMT EXHIBIT 10.18 RESTRICTED STOCK UNIT AWARD AGREEMENT pursuant to the SOLUTIA INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN Participant: Grant Date: April 21, 2010 Number of Restricted Stock Units granted: THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, i |
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| February 25, 2011 |
SOLUTIA INC. SAVINGS AND INVESTMENT RESTORATION PLAN ARTICLE I: INTRODUCTION EXHIBIT 10.22 SOLUTIA INC. SAVINGS AND INVESTMENT RESTORATION PLAN ARTICLE I: INTRODUCTION 1.1 Purpose. Solutia Inc. (the Employer) has established this Solutia Inc. Savings and Investment Restoration Plan (the Plan) to attract and retain key executives by providing additional retirement benefits and opportunities to defer compensation. 1.2 Legal status. The Plan is a deferred compensation plan fo |
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| February 25, 2011 |
SOLUTIA INC. ANNUAL INCENTIVE PLAN FIRST AMENDMENT ARTICLE I EXHIBIT 10.8 SOLUTIA INC. ANNUAL INCENTIVE PLAN FIRST AMENDMENT ARTICLE I Purpose The purpose of the Solutia Inc. Annual Incentive Plan is to promote the interest of Solutia Inc. (the “Company”) and its shareholders by providing incentives to participants for positively influencing the Company’s business results. The Solutia Inc. Annual Incentive Plan is designed to motivate participants to attain |
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| February 25, 2011 |
SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT The following is a list of Solutia's subsidiaries as of December 31, 2010, except for unnamed subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary. |
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| February 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-13255 SOLUTIA INC. (Exac |
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| February 1, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SOLUTIA INC. |
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| January 26, 2011 |
EXHIBIT 99.1 575 Maryville Centre Drive St. Louis, Missouri 63141, USA www.solutia.com NEWS Media: Melissa Zona +1.314.674.5555 Investors: Susannah Livingston +1.314.674.8914 Solutia Reports Fourth Quarter and Full-Year 2010 Results Sales, Earnings and Cash Flow Exceeded Company’s Guidance ST LOUIS – January 26, 2011 Fourth Quarter Highlights • Net sales increased 7% to $489 million from $456 mill |
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| January 26, 2011 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2011 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Iden |
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| November 26, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2010 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Ide |
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| November 8, 2010 |
Solutia Inc. Announces Investor Day in New York City on November 10, 2010 Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 Media: Melissa Zona (314) 674-5555 Investors: Susannah Livingston (314) 674-8914 Solutia Inc. Announces Investor Day in New York City on November 10, 2010 ST. LOUIS, November 8, 2010 - Solutia Inc. (NYSE: SOA), a leading global performance material |
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| November 8, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2010 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Iden |
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| October 28, 2010 |
EXHIBIT 99.2 Selected Historical Segment Information (1) $ in millions, except per share data (unaudited) Fiscal Year 2009 Fiscal Year 2010 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Full Year Qtr 1 Qtr 2 Qtr 3 YTD Net Sales Advanced Interlayers $ 133 $ 160 $ 182 $ 215 $ 690 $ 186 $ 208 $ 212 $ 606 Performance Films 34 54 53 44 185 52 73 73 198 Technical Specialties 158 177 196 194 725 206 217 224 647 Unallocated an |
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| October 28, 2010 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2010 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Iden |
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| October 28, 2010 |
Solutia Reports Third Quarter 2010 Results Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 Media: Melissa Zona (314) 674-5555 Investors: Susannah Livingston (314) 674-8914 Solutia Reports Third Quarter 2010 Results ST. LOUIS–October 27, 2010 Third Quarter Highlights · Net sales of $511 million; up 17% over the same period last year · Adj |
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| October 28, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13255 SOLUTIA INC. (Exact name of registr |
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| October 26, 2010 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints the Secretary or any Assistant Secretary of Solutia Inc. |
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| August 17, 2010 |
Table of contents Audit opinion Financial reporting Exhibit 99.1 Vistasolar Dietenheim, Germany Combined Financial Statements 31 December 2009 Ernst & Young GmbH Wirtschaftspr?fungsgesellschaft Table of contents Audit opinion Financial reporting Audit Opinion The Management Board of Etimex Holding GmbH We have audited the accompanying combined balance sheet of Vistasolar (comprised of the photovoltaic operations of Etimex Holding GmbH (the Company) |
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| August 17, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2010 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS |
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| August 17, 2010 |
Exhibit 99.3 SOLUTIA INC. CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Dollars in millions, except per share amounts) (Unaudited) June 30, 2010 ASSETS Current Assets: Cash and cash equivalents $ 127 Trade receivables, net of allowances of $3 286 Miscellaneous receivables 69 Inventories 283 Prepaid expenses and other assets 21 Assets of discontinued operations - Total Current Assets 786 Net Proper |
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| August 17, 2010 |
SOLUTIA INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 SOLUTIA INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 1, 2010, Solutia Inc. ("Solutia") completed the acquisition of Etimex Solar GmbH (“Vistasolar”) from Etimex Holding GmbH (“the Seller”). Such unaudited pro forma condensed combined statements of operations for the year ended December 31, 2009 and six months ended June 30, 2010 are based on the historical |
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| August 4, 2010 |
Solutia to Present at Jefferies Annual Global Industrial and A&D Conference on August 11th Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 Media: Melissa Zona (314) 674-5555 Investors: Susannah Livingston (314) 674-8914 Solutia to Present at Jefferies Annual Global Industrial and A&D Conference on August 11th ST. LOUIS, August 4, 2010 - Solutia Inc. (NYSE: SOA), a leading global perfo |
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| August 4, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2010 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identi |
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| July 29, 2010 |
July 29, 2010 Via EDGAR and Facsimile United States Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| July 28, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13255 SOLUTIA INC. (Exact name of registrant a |
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| July 28, 2010 |
EXHIBIT 10.4 EXECUTION VERSION PLEDGE AGREEMENT by SOLUTIA INC. and THE SUBSIDIARIES PARTY HERETO, as Pledgors, and DEUTSCHE BANK TRUST COMPANY AMERICAS as Collateral Agent Dated as of March 17, 2010 TABLE OF CONTENTS Page SECTION 1. Pledge 1 SECTION 2. Delivery of the Securities Collateral 2 SECTION 3. Representations, Warranties and Covenants 3 SECTION 4. Registration in Nominee Name; Denominati |
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| July 28, 2010 |
EXHIBIT 4.2 SOLUTIA INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 7⅞% SENIOR NOTES DUE 2020 SUPPLEMENTAL INDENTURE DATED AS OF June 30, 2010 TO SECOND SUPPLEMENTAL INDENTURE DATED AS OF March 9, 2010 This SUPPLEMENTAL INDENTURE, dated as of June 30, 2010 (this “Supplemental Indenture”), is by and among Solutia Inc., a Del |
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| July 28, 2010 |
EX-10.1 4 cagmt.htm CREDIT AGREEMENT EXHIBIT 10.1 EXECUTION VERSION Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. $1,150,000,000 CREDIT AGREEMENT Dated as of March 17, 2010 among SOLUTIA INC., as Borrower, THE LENDERS REFERR |
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| July 28, 2010 |
EXHIBIT 10.2 GUARANTEE AGREEMENT GUARANTEE AGREEMENT (this “Agreement”) dated as of March 17, 2010, among each of the subsidiaries of SOLUTIA INC., a Delaware corporation (the “Borrower”), listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, together |
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| July 28, 2010 |
EXHIBIT 4.1 SOLUTIA INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 8¾% SENIOR NOTES DUE 2017 SUPPLEMENTAL INDENTURE DATED AS OF June 30, 2010 TO FIRST SUPPLEMENTAL INDENTURE DATED AS OF October 15, 2009 This SUPPLEMENTAL INDENTURE, dated as of June 30, 2010 (this “Supplemental Indenture”), is by and among Solutia Inc., a D |
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| July 28, 2010 |
EXHIBIT 10.3 SECURITY AGREEMENT by SOLUTIA INC. and THE SUBSIDIARIES PARTY HERETO, as Grantors, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent Dated as of March 17, 2010 TABLE OF CONTENTS ARTICLE I DEFINITIONS Page SECTION 1.01. Uniform Commercial Code Defined Terms 2 SECTION 1.02. Credit Agreement Defined Terms 2 SECTION 1.03. Definition of Certain Terms Used Herein 2 SECTION 1.04. |
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| July 26, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2010 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identif |
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| July 26, 2010 |
Solutia Reports Second Quarter 2010 Results EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 EARNINGS RELEASE Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 Media: Melissa Zona (314) 674-5555 Investors: Susannah Livingston (314) 674-8914 Solutia Reports Second Quarter 2010 Results ST. LOUIS– July 26, 2010 Second Quarter Highlights · Net sales of $ |
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| July 20, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2010 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identif |
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| July 20, 2010 |
SOLUTIA INC. SAVINGS AND INVESTMENT RESTORATION PLAN ARTICLE I: INTRODUCTION EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 SOLUTIA INC. SAVINGS AND INVESTMENT RESTORATION PLAN ARTICLE I: INTRODUCTION 1.1 Purpose. Solutia Inc. (the Employer) has established this Solutia Inc. Savings and Investment Restoration Plan (the Plan) to attract and retain key executives by providing additional retirement benefits and opportunities to defer compensation. 1.2 Legal status. The P |
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| July 13, 2010 |
July 13, 2010 Via EDGAR and Facsimile United States Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| June 1, 2010 |
Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 Media: Melissa Zona (314) 674-5555 Investors: Susannah Livingston (314) 674-8914 Solutia Completes Acquisition of Etimex Solar Uniquely positions Solutia as a global provider of both major encapsulants to the fast-growing photovoltaics industry ST. |
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| June 1, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: June 1, 2010 SOLUTIA INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-13255 (Commission File Number) 43-1781797 (IRS Employer Identification No.) |
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| May 3, 2010 |
EX-99.1 2 exhibit99-1.htm PRESS RELEASE - ACQ. NOVOMATRIX Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 Media: Melissa Zona (314) 674-5555 Investors: Susannah Livingston (314) 674-8914 Solutia Announces the Acquisition of Novomatrix Enhances Solutia’s position as the world’s leading supplier o |
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| May 3, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2010 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identific |
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| April 27, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13255 SOLUTIA INC. (Exact name of registrant |
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| April 27, 2010 |
EXHIBIT 10.10 FORM OF PERFORMANCE STOCK AWARD AGREEMENT pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN Grant Date: THIS PERFORMANCE STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the “Company”), and the Participant (the “Participant”), pursuant to |
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| April 27, 2010 |
EX-10.5 2 exhibit10-5.htm EXHIBIT 10.5 SHARE PURCHASE AGMT - ETIMEX EXHIBIT 10.5 Share Purchase Agreement between Etimex Holding GmbH Etimex Primary Packaging GmbH Solutia Inc. and Flexsys Verwaltungs- und Beteiligungsgesellschaft mbH dated 28 February 2010 regarding the sale and purchase of Etimex Solar GmbH TABLE OF CONTENTS Page PREAMBLE 1 Section 1. Definitions 2 Section 2. Sale and Purchase o |
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| April 27, 2010 |
EXHIBIT 18.1 April 23, 2010 Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63166 Dear Sirs/Madams: At your request, we have read the description included in your Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarter ended March 31, 2010, of the facts relating to Solutia Inc.?s (the ?Company?) change in accounting principle for inventories in the Unite |
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| April 27, 2010 |
EX-10.12 8 exhibit10-12.htm EXHIBIT 10.12 FORM OF DIRECTOR RESTRICTED STOCK UNIT EXHIBIT 10.12 FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT pursuant to the SOLUTIA INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN Participant: Grant Date: Number of Restricted Stock Units granted: THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered |
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| April 27, 2010 |
Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 Media: Melissa Zona ? +1 (314) 674-5555 Investors: Susannah Livingston ? +1 (314) 674-8914 Solutia Announces Exit of the Primary Accelerators Business Continues focus on high-value products with world-leading positions ST LOUIS - April 22, 2010 ? S |
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| April 27, 2010 |
EX-10.9 5 exhibit10-9.htm EXHIBIT 10.9 FORM OF RESTRICTED STOCK AWARD AGMT. EXHIBIT 10.9 FORM OF RESTRICTED STOCK AWARD AGREEMENT pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN Grant Date: THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaw |
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| April 27, 2010 |
EX-10.11 7 exhibit10-11.htm EXHIBIT 10.11 FORM OF DIRECTOR RESTRICTED STOCK AWARD EXHIBIT 10.11 FORM OF RESTRICTED STOCK AWARD AGREEMENT pursuant to the SOLUTIA INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN Participant: Grant Date: Number of Shares of Restricted Stock granted: THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into |
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| April 27, 2010 |
SOLUTIA INC. ANNUAL INCENTIVE PLAN ARTICLE I EX-10.6 3 exhibit10-6.htm EXHIBIT 10.6 AIP EXHIBIT 10.6 SOLUTIA INC. ANNUAL INCENTIVE PLAN ARTICLE I Purpose The purpose of the Solutia Inc. Annual Incentive Plan is to promote the interest of Solutia Inc. (the “Company”) and its shareholders by providing incentives to participants for positively influencing the Company’s business results. The Solutia Inc. Annual Incentive Plan is designed to moti |
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| April 27, 2010 |
EXHIBIT 10.8 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN Grant Date: Per Share Exercise Price: THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the ?Company?), and the Optionee (the |
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| April 26, 2010 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2010 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identi |
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| April 26, 2010 |
Solutia Reports First Quarter 2010 Results EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 Media: Melissa Zona – (314) 674-5555 Investors: Susannah Livingston – (314) 674-8914 Solutia Reports First Quarter 2010 Results ST. LOUIS– April 26, 2010 First Quarter Highlights · Net sales of $466 m |
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| April 23, 2010 |
EXHIBIT 99.1 SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN As Amended and Restated Effective February 16, 2010 ARTICLE I PURPOSE Purpose of the Plan. The Plan shall be known as the Amended and Restated Solutia Inc. 2007 Management Long-Term Incentive Plan. The Plan is intended to further the growth and profitability of the Company by increasing incentives and encouraging Share ownership on |
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| April 23, 2010 |
Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLUTIA INC. (Exact name of registrant as specified in its charter) Delaware 43-1781797 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 575 Maryville Centre Drive, P.O. Box 66760 St. Louis, Missouri 6316 |
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| April 21, 2010 |
POWER OF ATTORNEY Know all by these presents,that the undersigned hereby constitutes and appoints the Secretary or any Assistant Secretary of Solutia Inc. |
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| March 23, 2010 |
Exhibit 10.1 $1,150,000,000 CREDIT AGREEMENT Dated as of March 17, 2010 among SOLUTIA INC., as Borrower, THE LENDERS REFERRED TO HEREIN, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuer, CITIBANK, N.A., HSBC SECURITIES (USA) INC., and JPMORGAN CHASE BANK, N.A. as Co-Syndication Agents, JEFFERIES FINANCE LLC, as Documentation Agent and DE |
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| March 23, 2010 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 23, 2010 |
Exhibit 99.1 News Solutia Inc. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 Media: Melissa Zona (314) 674-5555 Investors: Susannah Livingston (314) 674-8914 Solutia Announces Completion of $1,150 Million Senior Secured Credit Facility Agreement lowers interest costs and extends debt maturities ST. LOUIS, March 17, 2010 — Solutia Inc. (NYSE: SOA |
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| March 23, 2010 |
Exhibit 10.3 SECURITY AGREEMENT by SOLUTIA INC. and THE SUBSIDIARIES PARTY HERETO, as Grantors, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent Dated as of March 17, 2010 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Uniform Commercial Code Defined Terms 2 SECTION 1.02. Credit Agreement Defined Terms 2 SECTION 1.03. Definition of Certain Terms Used Herein 2 SECTION 1.04. |
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| March 23, 2010 |
EX-10.4 5 l39197exv10w4.htm EX-10.4 Exhibit 10.4 PLEDGE AGREEMENT by SOLUTIA INC. and THE SUBSIDIARIES PARTY HERETO, as Pledgors, and DEUTSCHE BANK TRUST COMPANY AMERICAS as Collateral Agent Dated as of March 17, 2010 TABLE OF CONTENTS Page SECTION 1. Pledge 1 SECTION 2. Delivery of the Securities Collateral 2 SECTION 3. Representations, Warranties and Covenants 3 SECTION 4. Registration in Nomine |
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| March 23, 2010 |
exv10w2 Exhibit 10.2 GUARANTEE AGREEMENT GUARANTEE AGREEMENT (this “Agreement”) dated as of March 17, 2010, among each of the subsidiaries of SOLUTIA INC., a Delaware corporation (the “Borrower”), listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, |
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| March 11, 2010 |
exv4w2 Exhibit 4.2 SOLUTIA INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 77/8% SENIOR NOTES DUE 2020 SECOND SUPPLEMENTAL INDENTURE DATED AS OF March 9, 2010 TO THE INDENTURE DATED AS OF October 15, 2009 TABLE OF CONTENTS Page ARTICLE 1 ESTABLISHMENT; DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Establishment 1 |
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| March 11, 2010 |
e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2010 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Id |
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| March 11, 2010 |
Solutia Inc. $300,000,000 77/8% Senior Notes due 2020 UNDERWRITING AGREEMENT Exhibit 1.1 Solutia Inc. $300,000,000 77/8% Senior Notes due 2020 UNDERWRITING AGREEMENT March 2, 2010 Jefferies & Company, Inc. As Representative of the Several Underwriters named in Schedule I hereto c/o Jefferies & Company, Inc. 520 Madison Avenue New York, New York, 10022 Ladies and Gentlemen: Solutia Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to the several under |
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| March 9, 2010 |
def14a Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 4, 2010 |
424B2 1 l38730be424b2.htm 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-160834 CALCULATION OF REGISTRATION FEE Amount Amount of Title of Each Class of to be Registration Securities to be Registered Registered Offering Price Fee(1) 7 7/8% Senior Notes due 2020 $ 300,000,000 $ 298,500,000 $21,283.05 (1) The registration fee, calculated in accordance with Rule 457(r), |
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| March 3, 2010 |
fwp Issuer Free Writing Prospectus filed pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated March 2, 2010 and the Prospectus dated July 27, 2009 Registration No. |
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| March 2, 2010 |
Subject to completion, March 2, 2010. Table of Contents The information in this prospectus supplement is not complete and may be changed. |
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| March 1, 2010 |
e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: February 28, 2010 SOLUTIA INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Identifica |
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| March 1, 2010 |
exv99w1 Exhibit 99.1 Media: Melissa Zona (314) 674-5555 Investors: Susannah Livingston (314) 674-8914 Solutia Announces Agreement to Acquire Etimex Solar Uniquely positions Solutia as a global provider of both major encapsulants to the fast-growing photovoltaics industry ST. LOUIS, March 1, 2010 — Solutia Inc. (NYSE: SOA) today announced that it has reached a definitive agreement to purchase Etime |
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| February 25, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2010 SOLUTIA INC. (Exact name of registrant as specified in its charter) DELAWARE (State of Incorporation) 001-13255 43-1781797 (Commission File Number) (IRS Employer Ide |
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| February 25, 2010 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 18, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-13255 |
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| February 18, 2010 |
Exhibit 24(a) EXHIBIT 24(a) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: Each undersigned director and/or officer of Solutia Inc. |
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| February 18, 2010 |
Exhibit 24(b) Exhibit 24(b) SOLUTIA INC. CERTIFICATE I, Paul J. Berra, III, Senior Vice President, General Counsel, Legal and Governmental Affairs, Assistant Secretary of Solutia Inc. (the “Company”), hereby certify that the following is a full, true and correct copy of a resolution adopted by the Board of Directors of the Company on February 17, 2010, at which meeting a quorum was present and act |
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| February 18, 2010 |
Exhibit 10(l) EXHIBIT 10(l) Solutia Inc. 575 Maryville Centre Drive P.O. Box 66760 Jeffry N. Quinn St. Louis, MO 63166-6760 Chairman, President and Chief Executive Officer Tel 314-674-2126 E-mail [email protected] February 25, 2009 Mr. Paul J. Berra III 12513 Arbour Knoll Place St. Louis, Missouri 63128 Dear Paul: You are currently a participant in the Executive Separation Pay Plan (the “Plan”) t |
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| February 18, 2010 |
Exhibit 31(a) EXHIBIT 31(a) Certification of Chief Executive Officer Pursuant to Section 302 Of the Sarbanes-Oxley Act of 2002 I, Jeffry N. |
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| February 18, 2010 |
EXHIBIT 10(k) EXECUTIVE SEPARATION PAY PLAN AND SUMMARY PLAN DESCRIPTION SOLUTIA INC. |
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| February 18, 2010 |
Exhibit 32(a) EXHIBIT 32(a) Certification of Chief Executive Officer Pursuant to 18 U. |
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| February 18, 2010 |
Exhibit 32(b) EXHIBIT 32(b) Certification of Chief Financial Officer Pursuant to 18 U. |
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| February 18, 2010 |
EX-10.(J) 2 c96152exv10wxjy.htm EXHIBIT 10(J) EXHIBIT 10(j) AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between Solutia Inc., a Delaware corporation (the “Company”), and Robert DeBolt (the “Executive”), effective as of the 1st day of November, 2008 (the “Effective Date”). WHEREAS, the Company and the Executive are curren |
