As filed with the Securities and Exchange Commission on July 22, 2002 Registration No. 333- _________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CABOT CORPORATION (Exact Name Of Registrant As Specified In Its Charter) ------------------------------------------------------ DELAWARE 04-2271897 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) TWO SEAPORT LANE, SUITE 1300 02210 BOSTON, MA (ZIP CODE) (Address of Principal Executive Offices) ----------------------------- 1999 EQUITY INCENTIVE PLAN (Full Title of the Plan) Ho-il Kim, Esq. Vice President and General Counsel Cabot Corporation Two Seaport Lane Suite 1300 Boston, MA 02210 (Name and Address of Agent for Service) --------------------------------------- 617-345-0100 (Telephone Number, Including Area Code, of Agent for Service) ------------------------------------------------------------- CALCULATION OF REGISTRATION FEE ===================================================================================================== Title Of Securities To Amount To Be Proposed Maximum Proposed Maximum Amount Of Be Registered Registered Offering Price Per Aggregate Offering Registration Fee Share (1) Price (1) - ----------------------------------------------------------------------------------------------------- Common Stock, Par Value $1.00 3,000,000 shares $25.23 $75,690,000 $6,963.48(2) ===================================================================================================== (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based on the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange Composite Transactions on July 15, 2002. (2) The filing fee remitted has been reduced by $275.33, the amount available in registrant's account with the Commission, account number 0000016040. Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions. ================================================================================
Statement of Incorporation by Reference The Registrant incorporates by reference into this registration statement the contents of its registration statement on Form S-8 (File No. 333-82353) filed with the Commission on July 6, 1999 relating to the Registrant's 1999 Equity Incentive Plan. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Ho-il Kim, Vice President and General Counsel to the registrant, has opined as to the legality of the securities being offered by this registration statement. At the time of rendering his opinion, Mr. Kim had a substantial interest in the registrant, as defined by the rules of the Commission, in that the fair market value of the approximately 24,000 shares of Common Stock owned by him exceeds $50,000. It is anticipated that additional shares will be issued to Mr. Kim pursuant to the registrants 1999 Equity Incentive Plan. ITEM 8. EXHIBITS. Exhibit 5.1 Opinion of Ho-il Kim, Vice President and General Counsel. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Ho-il Kim, Vice President and General Counsel (included in the opinion filed as Exhibit 5.1). 24 Power of Attorney (included on signature page of this registration statement).
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, The Commonwealth of Massachusetts, on this 18th day of July, 2002. CABOT CORPORATION By: /s/ Kennett F. Burnes -------------------------------------------- Name: Kennett F. Burnes Title: President and Chief Executive Officer SIGNATURES AND POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Ho-il Kim and Jane A. Bell and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Cabot Corporation, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. * * * * Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Kennett F. Burnes Director, Chairman of the Board, July 18, 2002 - -------------------------- Chief Executive Officer and President KENNETT F. BURNES (Principal Executive Officer) /s/ John A. Shaw Executive Vice President and Chief July 18, 2002 - -------------------------- Financial Officer JOHN A. SHAW (Principal Financial Officer) /s/ Eduardo E. Cordeiro Controller - -------------------------- (Controller/Principal Accounting July 18, 2002 EDUARDO E. CORDEIRO Officer) /s/ John G.L. Cabot Director July 18, 2002 - -------------------------- JOHN G.L. CABOT
Signature Title Date - --------- ----- ---- /s/ John S. Clarkeson Director July 18, 2002 - -------------------------- JOHN S. CLARKESON /s/ Arthur L. Goldstein Director July 18, 2002 - -------------------------- ARTHUR L. GOLDSTEIN /s/ Gautam S. Kaji Director July 18, 2002 - -------------------------- GAUTAM S. KAJI /s/ Roderick C.G. MacLeod Director July 18, 2002 - -------------------------- RODERICK C.G. MACLEOD /s/ John H. McArthur Director July 18, 2002 - -------------------------- JOHN H. MCARTHUR /s/ John F. O'Brien Director July 18, 2002 - -------------------------- JOHN F. O'BRIEN /s/ Ronaldo H. Schmitz Director July 18, 2002 - -------------------------- RONALDO H. SCHMITZ /s/ Lydia W. Thomas Director July 18, 2002 - -------------------------- LYDIA W. THOMAS /s/ Mark S. Wrighton Director July 18, 2002 - -------------------------- MARK S. WRIGHTON
EXHIBIT INDEX Number Title of Exhibit - ------ ---------------- 5.1 Opinion of Ho-il Kim, Vice President and General Counsel. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Ho-il Kim, Vice President and General Counsel (included in the opinion filed as Exhibit 5.1). 24 Power of Attorney (included on signature page of this registration statement).
Exhibit 5.1 July 18, 2002 Cabot Corporation Two Seaport Lane Suite 1300 Boston, MA 02210 Ladies and Gentlemen: I have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement"), to be filed with the Securities and Exchange Commission, relating to the registration of an additional 3,000,000 shares of Common Stock, $1.00 par value (the "Shares"), of Cabot Corporation, a Delaware corporation (the "Company"), issuable under the Company's 1999 Equity Incentive Plan (the "Plan"). I have examined the Restated Certificate of Incorporation, as amended, and the By-Laws, as amended, of the Company, the Registration Statement and originals, or copies certified to my satisfaction, of such records of meetings, written actions in lieu of meetings, or votes adopted at meetings, of the directors and stockholders of the Company, and such other documents and instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed below. In examination of the foregoing documents, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly and validly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Ho-il Kim ---------------------------------- Ho-il Kim Vice President and General Counsel
Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 23, 2001 relating to the financial statements, which appears in Cabot Corporation's Annual Report on Form 10-K for the year ended September 30, 2001. /s/ PricewaterhouseCoopers LLP Boston, MA July 18, 2002