As filed with the Securities and Exchange Commission on November 15, 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)
Tupperware Corporation 2000 Incentive 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 Securities Offering Aggregate Fee
to be Price Per Offering
Registered Unit Price
Common 4,000,000 (2) (2) $18,776
Stock, $.01 shares(1)
par value
Preferred 4,000,000 (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 November 8,
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, July 1, 2000 and September 30, 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 15th day of November,
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 15th day
of November, 2000.
Name Capacity
* Chairman of the Board and Chief
---------------------- Executive Officer
E.V. Goings (principal executive officer)
* Executive Vice President and Chief
---------------------- Financial Officer
Paul B. Van Sickle (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 Tupperware Corporation 2000 Incentive 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.
*24.11 Power of Attorney from E.V. Goings, Chairman of
the Board and Chief Executive Officer and Director.
*24.12 Power of Attorney from Paul B. Van Sickle, Executive
Vice President and Chief Financial Officer.
_____________________
* Filed herewith.
