As filed with the Securities and Exchange Commission on November 2, 1999
Post-Effective Amendment No. 1 to Registration No. 333-78645
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
WARNER-LAMBERT COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 22-1598912
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
201 Tabor Road
Morris Plains, NJ 07950
(201) 540-2000
(Address, including zip code, of Registrant's principal executive
office)
Warner-Lambert Company
Savings and Stock Plan
Warner-Lambert Company
Savings and Stock Plan for
Colleagues in Puerto Rico
(Full title of the Plans)
--------------------------
Gregory L. Johnson, Esq.
Vice President and General Counsel
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
(201) 540-2000
(Name, address, including zip code, and telephone number, including
area code, of Registrant's agent for service)
Copies to:
James M. Cotter, Esq.
Gary I. Horowitz, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
_________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Proposed Maximum
Amount to be Offering Aggregate Amount of
Registered Price Per Offering Price Registration
Title of Securities to be Registered <F1> <F2> Share <F1> <F1> Fee <F1>
-------------------------------------- ------------ ---------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 8,000,000 $65.97 $527,760,000 $146,717.28
<FN>
<F1> The Registrant previously registered 8,000,000 shares of common
stock on Form S-8, Registration Statement No. 333-78645;
$146,717.28 was previously paid in connection with the filing of
Registration Statement No. 333-78645.
<F2> The Shares are issuable pursuant to the respective plans as
follows: Warner-Lambert Company Savings and Stock Plan 7,000,000
shares; Warner-Lambert Company Savings and Stock Plan for
Colleagues in Puerto Rico 1,000,000 shares. Includes Preferred
Share Purchase Rights which, prior to the occurrence of certain
events, will not be exercisable or evidenced separately from
the Common Stock.
</TABLE>
--------------------------
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
This Registration Statement constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-78645.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission by the Warner-Lambert Company (the "Company") are hereby
incorporated in this Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, as amended.
(2) The Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended June 30, 1999 and March 31, 1999.
(3) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act, since
December 31, 1998.
(4) The Warner-Lambert Company Savings and Stock Plan and the
Warner-Lambert Company Savings and Stock Plan for
Colleagues in Puerto Rico Annual Reports on Form 11-K for
the fiscal years ended December 31, 1998, respectively.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment 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 such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in other subsequently filed document which also is or
is deemed to be incorporated by reference herein 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 6. Indemnification of Directors and Officers
As permitted by Section 102(b)(7) of the General Corporation Law of
the State of Delaware (the "Delaware Law"), the Company's Certificate of
Incorporation includes a provision that eliminates the personal liability
of a director to the Company or its stockholders for monetary damages
arising out of the director's breach of his or her fiduciary duty of
care, except as follows. A director remains potentially liable for
monetary damages (unless otherwise permitted by applicable law) for (a)
breach of the director's duty of loyalty to the Company or its
stockholders, (b) acts or omissions not in good faith or which involve
misconduct or a knowing violation of law, (c) an improper payment of a
dividend or an improper redemption or repurchase of the Company's stock
(as provided in Section 174 of the Delaware Law) or (d) any transaction
from which a director derives an improper personal benefit. Any repeal
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<PAGE>
or modification of this provision will not affect any right or protection
of a director that exists at the time of such repeal or modification.
Section 145 of the Delaware Law empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties to
any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of such corporation), by reason of the fact
that such person is or was an officer, director, employee or agent of
such corporation, or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided that
such officer, director, employee or agent acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his or her conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer
or director is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify him or her
against the expenses which such officer or director actually and
reasonably incurred.
Article VII of the By-Laws of the Company provides in terms similar
to those of Section 145 of the Delaware Law that the Company shall have
power and shall be required to indemnify its directors and officers in
accordance with the Delaware Law.
Under the terms of various Directors and Officers Liability and
Corporation Reimbursement Liability Policies, the directors and officers
of the Company are insured, subject to applicable policy exclusions,
limits and deductibles, against any loss incurred in connection with any
claim made against them or any of them for any actual or alleged breach
of duty, neglect, error, misstatement, misleading statement, omission or
other act done or wrongfully attempted, or any matter not excluded by the
terms and conditions of the policy, claimed against them solely by reason
of their being directors or officers of the Company. The foregoing
statements are subject to the detailed provisions of such Policies.
The Company has entered into indemnification agreements with each
of its directors and officers. Such indemnification agreements provide
that the Company will pay certain amounts incurred by a director or
officer in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, and specifically including actions by or in the name of
the Company (referred to as derivative suits), where the individual's
involvement is by reason of the fact that he or she is or was a director
or officer. Such amounts include, to the maximum extent permitted by
law, attorneys' fees, judgments, civil or criminal fines, settlement
amounts, and other expenses customarily incurred in connection with legal
proceedings. Under each indemnification agreement, a director or officer
will not be indemnified if he or she is found not to have acted in good
II-2
<PAGE>
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company. Each indemnification
agreement provides a number of procedures and presumptions used in the
determination of the right to indemnification, as well as a requirement
that in order to receive an advancement of expenses, the director or
officer must submit an undertaking to repay any expenses advanced on his
or her behalf with respect to which it is later determined the director
or officer was not entitled to receive. Each indemnification agreement
is effective for actions arising out of acts or omissions which may have
occurred before or after the execution of such indemnification agreement.
The foregoing statements are subject to the detailed provisions of such
indemnification agreements.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
23 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
Item 9. Undertakings
The Company 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 this
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 this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information set forth in this Registration
Statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
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
II-3
<PAGE>
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.
(4) That, for purposes of determining any liability
under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of each plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(5) Insofar as indemnification for liabilities arising
under the 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 Commission such indemnification is against
public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.
The undersigned Company hereby undertakes to submit, in a timely
manner, the plan and any amendment thereto to the Internal Revenue
Service (the "IRS").
II-4
<PAGE>
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 Morris Plains,
State of New Jersey, on this 2nd day of November, 1999.
WARNER-LAMBERT COMPANY
(Registrant)
By <F1>
------------------------
Name: Lodewijk J. R. de Vink
Title: Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on this 2nd day of November 1999.
Signature Title
--------- -----
<F1> Chairman of the Board,
----------------------------- President, Chief Executive
Lodewijk J.R. de Vink Officer and Director (Principal
Executive Officer)
/s/ Ernest J. Larini Chief Financial Officer and
----------------------------- Executive Vice President,
Ernest J. Larini Administration (Principal
Financial Officer)
<F1> Vice President and Controller
----------------------------- (Principal Accounting Officer)
Joseph E. Lynch
<F1> Director
-----------------------------
Robert N. Burt
<F1> Director
-----------------------------
Donald C. Clark
II-5
<PAGE>
<F1> Director
-----------------------------
John A. Georges
<F1> Director
-----------------------------
William H. Gray, III
<F1> Director
-----------------------------
William R. Howell
<F1> Director
-----------------------------
Dr. LaSalle D. Leffall, Jr.
<F1> Director
-----------------------------
George A. Lorch
<F1> Director
-----------------------------
Alex J. Mandl
<F1> Director
-----------------------------
Michael I. Sovern
[FN]
<F1> By signing his name hereto, Ernest J. Larini signs this Registration
Statement on behalf of each of the persons indicated above pursuant
to a power of attorney duly executed by such persons and filed with
the Securities and Exchange Commission.
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Morris Plains,
State of New Jersey, on the 2nd day of November, 1999.
Warner-Lambert Company Savings and
Stock Plan
By: /s/ Ernest J. Larini
-------------------------------
Name: Ernest J. Larini
Title: Chief Financial Officer
and Executive Vice
President, Administration
II-7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Morris Plains,
State of New Jersey, on the 2nd day of November, 1999.
Warner-Lambert Company Savings and
Stock Plan for Colleagues in
Puerto Rico
By: /s/ Ernest J. Larini
----------------------------
Name: Ernest J. Larini
Title: Chief Financial Officer
and Executive Vice
President, Administration
II-8
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
Number
--------- -------------
23 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
II-9
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders
of Warner-Lambert Company, which is incorporated by reference in Warner-
Lambert Company's Annual Report on Form 10-K, as amended, for the year ended
December 31, 1998. We also consent to the incorporation by reference of our
report dated January 25, 1999 relating to the Financial Statement Schedule,
which appears in such Annual Report on Form 10-K, as amended. We also
consent to the incorporation by reference in the Registration Statement of
our report dated May 19, 1999 relating to the financial statements, which
appears in the Annual Report of the Warner Lambert Company Savings and Stock
Plan on Form 11-K for the year ended December 31, 1998. We also consent to
the incorporation by reference in the Registration Statement of our report
dated May 19, 1999 relating to the financial statements, which appears in the
Annual Report of the Warner Lambert Company Savings and Stock Plan for
Colleagues in Puerto Rico on Form 11-K for the year ended December 31, 1998.
/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
Florham Park, New Jersey
November 1, 1999
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Warner-Lambert Company (the "Company") in their respective
capacities set forth below constitutes and appoints Lodewijk J.R. de Vink,
Raymond M. Fino, Ernest J. Larini and Gregory L. Johnson and each of them,
his or her true and lawful attorneys-in-fact and agents, 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
(including post-effective amendments) and supplements 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 attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
----------- ------- ------
<S> <C> <C>
/s/Lodewijk J.R. de Vink Chairman of the Board, President, May 17, 1999
----------------------------- Chief Executive Officer and Director
Lodewijk J.R. de Vink (Principal Executive
Officer)
/s/Ernest J. Larini Chief Financial Officer and Executive May 17, 1999
----------------------------- Vice President, Administration
Ernest J. Larini (Principal Financial Officer)
/s/Joseph E. Lynch Vice President and Controller May 17, 1999
----------------------------- (Principal Accounting Officer)
Joseph E. Lynch
/s/Robert N. Burt Director May 17, 1999
-----------------------------
Robert N. Burt
/s/Donald C. Clark Director May 17, 1999
-----------------------------
Donald C. Clark
<PAGE>
/s/John A. Georges Director May 17, 1999
-----------------------------
John A. Georges
/s/William H. Gray, III Director May 17, 1999
-----------------------------
William H. Gray, III
/s/William R. Howell Director May 17, 1999
-----------------------------
William R. Howell
/s/Dr. LaSalle D. Leffall, Jr. Director May 17, 1999
-----------------------------
Dr. LaSalle D. Leffall, Jr.
/s/George A. Lorch Director May 17, 1999
-----------------------------
George A. Lorch
/s/Alex J. Mandl Director May 17, 1999
-----------------------------
Alex J. Mandl
/s/Michael I. Sovern Director May 17, 1999
-----------------------------
Michael I. Sovern
</TABLE>
2
