As filed with the Securities and Exchange Commission on October 26, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under The
Securities Act of 1933
Tupperware Corporation
(Exact name of Registrant as Specified in Its Charter)
Delaware 36-4062333
State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
14901 South Orange Blossom Trail 32837
Orlando, Florida (Zip Code)
(Address of Principal
Executive Offices)
Management Stock Purchase Plan
(Full Title of the Plan)
Thomas M. Roehlk, Esq.
Senior Vice President, General Counsel and Secretary
Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, Florida 32837
(407) 826-5050
(Name, Address and Telephone Number,
Including Area Code,
of Agent for Service)
Calculation of Registration Fee
Title of Amount to be Proposed Proposed Amount of
Each Class Registered Maximum Maximum Registration
of Offering Aggregate Fee
Securities Price Per Offering
to be Unit Price
Registered
Common 1,000,000 (2) (2) $4,174
Stock, $.01 shares(1)
par value
Preferred 1,000,000 (3) (3) (3)
Stock rights
Purchase
Rights
(1) This registration statement also covers an additional and
indeterminate number of shares of Common Stock that may be issued
pursuant to the anti-dilution provisions of the Plan described
herein.
(2) Estimated solely for the purpose of calculating the
registration fee and, pursuant to Rules 457(c) and 457(h) under
the Securities Act of 1933, as amended (the "Securities Act"),
based upon the average of the high and low prices of the Common
Stock reported in the consolidated reporting system on October 24,
2000.
(3) The Preferred Stock Purchase Rights initially are attached
to and trade with the shares of Common Stock being registered
hereby. Value attributable to such Rights, if any, is reflected
in the market price of the Common Stock.
<PAGE>
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Certain Documents by Reference
The following documents heretofore filed with the
Securities and Exchange Commission (the "Commission") by
Tupperware Corporation (the "Company") (Commission File No. 1-
11657) are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
year ended December 25, 1999;
(b) The Company's Quarterly Reports on Form 10-Q for
the quarters ended April 1, 2000 and July 1, 2000; and
(c) The descriptions of the Company's Common Stock,
$.01 par value per share (the "Common Stock"), and the related
Preferred Stock Purchase Rights (the "Rights") associated with
the Common Stock, which are contained in the registration
statements filed with the Commission under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any subsequent amendment or report filed for the
purpose of updating such descriptions.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the respective dates of filing of
such documents (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall
be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
In accordance with Section 102(b)(7) of the Delaware
General Corporation Law (the "DGCL"), the Company's Amended and
Restated Certificate of Incorporation provides that directors
will not be personally liable to the Company or its stockholders
for monetary damages for breaches of their fiduciary duty as
directors except for (i) breaches of their duty of loyalty to the
Company or its stockholders, (ii) acts of omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, (iii) certain transactions under Section 174 of
the DGCL (which concerns unlawful payments of dividends, stock
purchases or redemptions) or (iv) transactions from which a
director derives an improper personal benefit.
While the Company's Amended and Restated Certificate of
Incorporation provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not
eliminate their duty of care. Accordingly, the Amended and
Restated Certificate of Incorporation will have no effect on the
availability of equitable remedies such as an injunction or
rescission based on a director's breach of his or her duty of
care. The provisions of the Amended and Restated Certificate of
Incorporation described above apply to an officer of the Company
only if he or she is a director of the Company and is acting in
his or her capacity as director, and do not apply to the
Company's officers who are not directors.
The Company's Amended and Restated Certificate of
Incorporation provides that each person who is or was, or has
agreed to become, a director or officer of the Company, or each
such person who is or was serving or who had agreed to serve at
the request of the Board or an officer of the Company as an
employee or agent of the Company or as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, will be indemnified and held
harmless by the Company, in accordance with the Company's Amended
and Restated By-laws, to the fullest extent authorized by the
DGCL as currently in effect (or, to the extent indemnification is
broadened, as it may be amended). In addition, the Company may
enter into one or more agreements with any person providing for
indemnification greater or different than that provided in the
Amended and Restated Certificate of Incorporation.
The Company's Amended and Restated By-laws provide that
each person who is or was made a party to, or is threatened to be
made a party to, any action, suit or proceeding by reason of the
fact that he or she is or was a director, officer or employee of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another entity, will
be indemnified and held harmless by the Company to the fullest
extent authorized by the DGCL as currently in effect (or, to the
extent indemnification is broadened, as it may be amended),
against all expense, liability or loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred by
such person in connection therewith. The Company's Amended and
Restated By-laws also provide that the right to indemnification
conferred thereby is a contract right and will include the right
to be paid by the Company for the expenses incurred in defending
the proceedings specified above, in advance of their final
disposition, except that, if the DGCL so requires, the payment of
such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a
director or officer) will be made only upon delivery to the
Company by the director or officer of an undertaking to repay all
amounts so advanced if it is ultimately determined that such
director or officer is not entitled to be indemnified under such
provision or otherwise. The Company's Amended and Restated By-
laws further provide that the Company may, by action of its
Board, provide indemnification to its agents with the same scope
and effect as the foregoing indemnification of directors,
officers and employees.
The Company's Amended and Restated By-laws provide that
persons indemnified thereunder may bring suit against the Company
to recover unpaid amounts claimed thereunder, and that if such
suit is successful, the expense of bringing such a suit will be
reimbursed by the Company. It further provides that while it is
a defense to such an action that the person claiming
indemnification has not met the applicable standards of conduct
making indemnification permissible under the DGCL, the burden of
proving such defense will be on the Company and neither the
failure of the Company's Board to have made a determination prior
to the commencement of such action that indemnification is
proper, nor an actual determination by the Company that the
claimant has not met the applicable standard of conduct, will be
a defense to the action or create a presumption that the claimant
has not met the applicable standard of conduct.
The Company's Amended and Restated By-laws provide that
the right to indemnification and payment of expenses incurred in
defending a proceeding in advance of its final disposition
conferred therein will not be exclusive of any other right that
any person may have or may in the future acquire under any
statute, provision of the Company's Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws,
agreement, vote of stockholders, vote of disinterested directors
or otherwise. The Amended and Restated By-laws permit the
Company to maintain insurance, at its expense, on behalf of any
person who is or was a director, officer, employee or agent of
the Company, or is serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
any expense, liability or loss, whether or not the Company would
have the power to indemnify such person against such expense,
liability or loss under the DGCL.
The Company also maintains a standard policy of
officers' and directors' liability insurance providing coverage
to its officers and directors.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the accompanying Exhibit Index for a list of
Exhibits to this Registration Statement.
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 of 1933, as amended (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; and
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 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; and
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 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 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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 registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the 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 registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant 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 registrant
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.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, as amended, 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 Orlando,
State of Florida, on this 26th day of October, 2000.
TUPPERWARE CORPORATION
By: /s/ Thomas M. Roehlk
Thomas M. Roehlk
Senior Vice President,
General Counsel and Secretary
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 indicated on this 26th
day of October, 2000.
Name Capacity
/s/ E.V. Goings Chairman of the Board and
E.V. Goings Chief Executive Officer
(principal executive officer)
/s/ Paul B. Van Sickle Executive Vice President and
Paul B. Van Sickle Chief Financial Officer
(principal financial officer
and principal accounting
officer)
* Director
Rita Bornstein
* Director
Clifford J. Grum
* Director
Betsy D. Holden
* Director
Joe R. Lee
* Director
Bob Marbut
* Director
Angel R. Martinez
* Director
David R. Parker
* Director
Robert M. Price
* Director
Joyce M. Roche
* Director
M. Anne Szostak
_____________________
*By Thomas M. Roehlk, Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Description of Exhibit
4.1 Amended and Restated Certificate of Incorporation of
the Company, filed as Exhibit 3.1 to the Company's
Registration Statement on Form 10, as amended
(Commission File No. 1-11657) (the "Form 10"), is
incorporated herein by reference.
4.2 Amended and Restated Bylaws of the Company, filed as
Exhibit 3.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 26, 1999, are
incorporated herein by reference.
*4.3 Management Stock Purchase Plan
4.4 Form of Rights Agreement between the Company and the
Rights Agent named therein, filed as Exhibit 4 to the
Form 10, is incorporated herein by reference.
*23.1 Consent of PricewaterhouseCoopers LLP.
*24.1 Power of Attorney from Rita Bornstein, Director.
*24.2 Power of Attorney from Clifford J. Grum, Director.
*24.3 Power of Attorney from Betsy D. Holden, Director.
*24.4 Power of Attorney from Joe R. Lee, Director.
*24.5 Power of Attorney from Bob Marbut, Director.
*24.6 Power of Attorney from Angel R. Martinez, Director.
*24.7 Power of Attorney from David R. Parker, Director.
*24.8 Power of Attorney from Robert M. Price, Director.
*24.9 Power of Attorney from Joyce M. Roche, Director.
*24.10 Power of Attorney from M. Anne Szostak, Director.
_____________________
* Filed herewith.
