As filed with the Securities and Exchange Commission on November 9, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE ESTEE LAUDER COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 11-2408943
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 572-4200
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
THE ESTEE LAUDER COMPANIES INC.
NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN
(Full Title of Plan)
PAUL E. KONNEY, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 572-4200
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
JEFFREY J. WEINBERG, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Offering Price Per Aggregate Offering
Registered Registered(1) Share(2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Class A Common Stock, par value $0.01 per
share 300,000 shares $44.625 $13,387,500.00 $3,534.30
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 of the Securities Act of 1933.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to non-employee directors
as specified by Rule 428(b)(1). Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").
ITEM 2.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to non-employee
directors pursuant to Rule 428(b) or additional information about The
Estee Lauder Companies Inc. Non-Employee Director Share Incentive Plan
are available without charge by contacting:
The Estee Lauder Companies Inc.
767 Fifth Avenue
New York, New York 10153
(212) 572-4200
Attention: Human Resources Department -
Stock Plan Administration
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by The Estee Lauder
Companies Inc. (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000;
(c) The description of the Company's Class A Common Stock, par
value $0.01 per share (the "Common Stock"), contained in the
Company's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the Securities Exchange
Act of 1934 (the "Exchange Act"), on November 8, 1995,
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") permits a corporation to indemnify certain
persons made a party to an action, by reason of the fact that such
person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. To the extent
that person has been successful in any such matter, that person shall
be indemnified against expenses actually and reasonably incurred by
him. In the case of an action by or in the right of the corporation, no
indemnification may be made in respect of any matter as to which that
person was adjudged liable unless and only to the extent that the
Delaware Court of Chancery or the court in which the action was brought
determines that despite the adjudication of liability that person is
fairly and reasonably entitled to indemnity for proper expenses.
Section 102(b)(7) of the DGCL enables a Delaware corporation to include
a provision in its certificate of incorporation limiting a director's
liability to the corporation or its stockholders for monetary damages
for breaches of fiduciary duty as a director. The Company has adopted a
provision in its Certificate of Incorporation that provides for such
limitation to the full extent permitted under Delaware law.
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The Company's Bylaws provide for indemnification of its directors and
officers to the fullest extent permitted by law.
The directors and officers of the Company are covered by insurance
policies indemnifying against certain liabilities, including certain
liabilities arising under the Securities Act which might be incurred by
them in such capacities and against which they cannot be indemnified by
the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) - Form of Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 of Amendment No. 3 to the Company's
Registration Statement on Form S-1, dated as of November 13, 1995.
4(b) - Certificate of Amendment to Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended December
31, 1999).
4(c) - Form of Amended and Restated By-Laws (incorporated by reference
to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1999).
4(d) - The Estee Lauder Companies Inc. Non-Employee Director Share
Incentive Plan.
5 - Opinion of Weil, Gotshal & Manges LLP.
23(a)- Consent of Arthur Andersen LLP.
23(b)- Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
24 - Power of Attorney (included as part of the signature page to this
Registration Statement and incorporated herein by reference).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date
of the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
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the aggregate, the changes in volume and
price represent no more than a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraph (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports
filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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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 New York, State
of New York, on this 9th day of November, 2000.
THE ESTEE LAUDER COMPANIES INC.
By: /s/ Richard W. Kunes
-----------------------------------
Name: Richard W. Kunes
Title: Senior Vice President and
Chief Financial Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Richard W. Kunes, Andrew
Cavanaugh and Paul E. Konney, acting individually, 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 to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act
and thing requisite and necessary 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 attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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 date indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Fred H. Langhammer President, Chief Executive Officer and November 9, 2000
---------------------------------------- Director
Fred H. Langhammer (Principal Executive Officer)
/s/ Leonard A. Lauder
---------------------------------------- Chairman of the Board of Directors November 9, 2000
Leonard A. Lauder
/s/ Ronald S. Lauder
---------------------------------------- Director November 9, 2000
Ronald S. Lauder
/s/ William P. Lauder
---------------------------------------- Director November 9, 2000
William P. Lauder
/s/ Marshall Rose
---------------------------------------- Director November 9, 2000
Marshall Rose
/s/ Richard D. Parsons
---------------------------------------- Director November 9, 2000
Richard D. Parsons
/s/ Faye Wattleton
---------------------------------------- Director November 9, 2000
Faye Wattleton
Senior Vice President and Chief
/s/ Richard W. Kunes Financial Officer
---------------------------------------- (Principal Financial and Accounting November 9, 2000
Richard W. Kunes Officer)
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<PAGE>
EXHIBIT INDEX
4(a) - Form of Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3.1 of Amendment No. 3 to the Company's Registration Statement on
Form S-1, dated as of November 13, 1995.
4(b) - Certificate of Amendment to Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1999).
4(c) - Form of Amended and Restated By-Laws (incorporated by reference to
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999).
4(d) - The Estee Lauder Companies Inc. Non-Employee Director Share Incentive
Plan.
5 - Opinion of Weil, Gotshal & Manges LLP.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
24 - Power of Attorney (included as part of the signature page to this
Registration Statement and incorporated herein by reference).
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