AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER ___, 2005 Registration Statement File No. 333-34561 - ------------------------------------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO THE 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 (I.R.S. Employer incorporation or organization) Indemnification No.) 575 Maryville Centre Drive P.O. Box 66760 St. Louis, Missouri 63166-6760 (Address of Principal Executive Offices) (Zip Code) SOLUTIA INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) Rosemary L. Klein Senior Vice President, General Counsel and Secretary Solutia Inc. 575 Maryville Centre Drive P. O. Box 66760 St. Louis, Missouri 63166-6760 (Name and address of agent for service) (314) 674-1000 (Telephone number, including area code, of agent for service) DEREGISTRATION On August 28, 1997, Solutia Inc. registered on a Registration Statement on Form S-8 (file number 333-34561) 250,000 shares of Solutia common stock (and associated Preferred Share Purchase Rights) in which employees could invest under the Solutia Inc. Employee Stock Purchase Plan. On November 30, 2005, Solutia's Employee Benefits Plans Committee terminated the plan. Therefore, Solutia hereby removes from registration any and all shares of Solutia common stock (and associated Preferred Share Purchase Rights) registered on August 28, 1997, that have not been sold pursuant to the plan. 1 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, and the State of Missouri, on this ___ day of December, 2005. SOLUTIA INC. (Registrant) By /s/ Rosemary L. Klein --------------------------- Rosemary L. Klein Senior 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 and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * President, Chief Executive Officer and Director December , 2005 - ----------------------- Jeffry N. Quinn * Senior Vice President and Chief Financial Officer December , 2005 - ----------------------- James M. Sullivan * Vice President and Controller (Principal Accounting - ----------------------- Officer) December , 2005 Timothy J. Spihlman * Chairman of the Board and Director December , 2005 - ----------------------- Paul H. Hatfield * Director December , 2005 - ----------------------- Robert H. Jenkins * Director December , 2005 - ----------------------- Philip R. Lochner, Jr. * Director December , 2005 - ----------------------- Frank A. Metz, Jr. * Director December , 2005 - ----------------------- J. Patrick Mulcahy * Director December , 2005 - ----------------------- Sally G. Narodick * Director December , 2005 - ----------------------- John B. Slaughter <FN> * Rosemary L. Klein, by signing her name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been filed as an Exhibit to this Registrant Statement. /s/ Rosemary L. Klein --------------------------------- Rosemary L. Klein Attorney-in-Fact 2 EXIBIT INDEX These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit No. Description ----------- ----------- 24 Powers of Attorney submitted by Jeffry N. Quinn, James M. Sullivan, Timothy J. Spihlman, Paul H. Hatfield, Robert H. Jenkins, Philip R. Lochner, Jr., Frank A. Metz, Jr., J. Patrick Mulcahy, Sally G. Narodick, and John B. Slaughter (incorporated here by reference to Exhibit 24(a) of Solutia's Form 10-K for the year ended December 31, 2004, filed on March 9, 2005) 3