As filed with the Securities and Exchange Commission on February 10, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Huntsman Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
2800 (Primary Standard Industrial Classification Code Number) |
42-1648585 (I.R.S. Employer Identification Number) |
||
500 Huntsman Way Salt Lake City, UT 84108 (801) 584-5700 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) |
||||
Samuel D. Scruggs
Executive Vice President, General Counsel and Secretary
Huntsman Corporation
500 Huntsman Way
Salt Lake City, UT 84108
(801) 584-5700
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
| Copies to: | ||
| Jeffery B. Floyd Vinson & Elkins L.L.P. 1001 Fannin, Suite 2300 Houston, TX 77002 (713) 758-2222 |
Gregory A. Fernicola Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 (212) 735-3000 |
|
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ý 333-120749
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box: o
CALCULATION OF REGISTRATION FEE
| Title of Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee(3) |
||||
|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value | $ | 125,000,000 | $ | 14,713 | ||
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Huntsman Corporation, a Delaware corporation (the "Registrant"), is filing this registration statement pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. This registration statement relates to the initial public offering of the Registrant's common stock contemplated by the Registration Statement of Form S-1 (File No. 333-120749), as amended (the "Prior Registration Statement"), which was originally filed by the Registrant with the Securities and Exchange Commission (the "Commission") on November 24, 2004 and declared effective by the Commission on February 10, 2005.
The contents of the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this registration statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| Number |
Description |
|
|---|---|---|
| 5.1 | Opinion of Vinson & Elkins L.L.P. as to the validity of the shares being registered | |
23.1 |
Consent of Deloitte & Touche LLP (Houston, Texas) |
|
23.2 |
Consent of Deloitte & Touche LLP (Salt Lake City, Utah) |
|
23.3 |
Consent of Deloitte S.A. |
|
23.4 |
Consent of Vinson & Elkins L.L.P. (contained in the opinion filed as Exhibit 5.1 hereto) |
|
24.1 |
Powers of Attorney (Filed as Exhibit 24.1 to Registration Statement on Form S-1 (File No. 333-120749) and incorporated by reference herein.) |
Not applicable.
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 10th day of February 2005.
| HUNTSMAN CORPORATION | ||||
By |
/s/ SAMUEL D. SCRUGGS |
|||
| Samuel D. Scruggs Executive Vice President, General Counsel and Secretary |
||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on the 10th day of February 2005.
| Signature |
Title |
|
|---|---|---|
| * Jon M. Huntsman |
Chairman of the Board of Directors and Director | |
* Peter R. Huntsman |
President, Chief Executive Officer and Director (Principal Executive Officer) |
|
* J. Kimo Esplin |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
* L. Russell Healy |
Vice President and Controller (Principal Accounting Officer) |
|
* David J. Matlin |
Director |
|
* Richard Michaelson |
Director |
|
* Christopher R. Pechock |
Director |
*By: |
/s/ SAMUEL D. SCRUGGS Samuel D. Scruggs Attorney-in-fact |
| Number |
Description |
|
|---|---|---|
| 5.1 | Opinion of Vinson & Elkins L.L.P. as to the validity of the shares being registered | |
23.1 |
Consent of Deloitte & Touche LLP (Houston, Texas) |
|
23.2 |
Consent of Deloitte & Touche LLP (Salt Lake City, Utah) |
|
23.3 |
Consent of Deloitte S.A. |
|
23.4 |
Consent of Vinson & Elkins L.L.P. (contained in the opinion filed as Exhibit 5.1 hereto) |
|
24.1 |
Powers of Attorney (Filed as Exhibit 24.1 to Registration Statement on Form S-1 (File No. 333-120749) and incorporated by reference herein.) |