As filed with the U.S. Securities and Exchange Commission on May 15, 2006

Registration No. 333- _________

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CABOT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		04-2271897 (I.R.S. Employer Identification No.)

Two Seaport Lane Suite 1300 Boston, MA (Address of principal executive offices)		02210 (Zip Code)

Cabot UK Holdings Limited Inland Revenue
Approved Employee Share Ownership Plan
(Full title of the plan)

Brian A. Berube, Esq.
Vice President and General Counsel
Two Seaport Lane
Suite 1300
Boston, MA 02210

617-345-0100

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Title Of Securities

Amount To Be

Offering Price Per

Aggregate Offering

Amount Of

To Be Registered

Registered (1)

Share

Price

Registration Fee

Common Stock, Par Value $1.00 per share

20,000 shares

$

35.235

(2)

$

704,700

(2)

$

75.41

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such additional shares of Common Stock as may become issuable under the plan to prevent dilution from stock splits, stock dividends and similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange Composite Tape on May 10, 2006.

 

 

EXPLANATORY NOTE

          Cabot Corporation (the “Registrant”) filed a Registration Statement on Form S-8 on July 22, 2002 (Registration No. 333-96881) (the “AESOP Registration Statement”) to register shares of Common Stock for issuance pursuant to the Cabot UK Holdings Limited Inland Revenue Approved Employee Share Ownership Plan (the “AESOP”). For purposes of registering additional shares of Common Stock for issuance pursuant to the AESOP, we hereby incorporate by reference into this registration statement the contents of the AESOP Registration Statement.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

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

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, The Commonwealth of Massachusetts, on this 12th day of May, 2006.

SIGNATURES AND POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints Brian A. Berube and Jane A. Bell and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead as a director or officer or both, as the case may be, of Cabot Corporation, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Cabot Corporation, and all documents or instruments necessary or appropriate to enable Cabot Corporation to comply with the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

* * * *

          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Kennett F. Burnes   Kennett F. Burnes		Director, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)		May 12, 2006
/s/ Jonathan P. Mason   Jonathan P. Mason		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		May 12, 2006
/s/ James P. Kelly   James P. Kelly		Controller (Controller/Principal Accounting Officer)		May 12, 2006
/s/ John S. Clarkeson   John S. Clarkeson		Director		May 12, 2006

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

EXHIBIT INDEX

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

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 14, 2005 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of Cabot Corporation, which appears in Cabot Corporation’s Annual Report on Form 10-K for the year ended September 30, 2005.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
May 15, 2006