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Registration No. 333-00499
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CARTER-WALLACE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-498653
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1345 Avenue of the Americas
New York, New York 10105
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(Address of Principal (Zip Code)
Executive Offices)
Carter-Wallace, Inc. 1996 Long-Term Incentive Plan
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(Full title of the plan)
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
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(Name and address of agent for service)
(302) 658-7581
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(Telephone number, including area code, of agent for service)
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being amended to add
Exhibits 15 and 23(c).
PART II
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
4(a) Certificate of Incorporation,
as amended, of the Company.
Incorporated herein by
reference to Exhibit 3.1 of
the Company's Annual Report on
Form 10-K for the fiscal year
ended March 31, 1992.
(b) By-laws of the Company, as
amended. Incorporated
herein by reference to
Exhibit 3.2 of the
Company's Annual Report on
Form 10-K for the fiscal
year ended March 31, 1993.
(c) Carter-Wallace, Inc. 1996
Long-Term Incentive Plan. *
5 Opinion of Whitman Breed
Abbott & Morgan re: legality,
including consent of such
counsel. *
15 Letter of KPMG Peat Marwick LLP
re: unaudited interim financial
information.
23(a) Consent of KPMG Peat Marwick
LLP. *
(b) The consent of Whitman
Breed Abbott & Morgan is
contained in the opinion
filed as Exhibit 5 to this
Registration Statement.
(c) Amended Consent of
KPMG Peat Marwick LLP.
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* Previously filed.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Amendment No. 1 to
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 30th day of January, 1996.
CARTER-WALLACE, INC.
By:/s/ Henry H. Hoyt, Jr.*
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Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement on Form S-8 has been signed below by
the following persons in the capacities indicated on this 30th day of
January, 1996.
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Name Title
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/s/ Henry H. Hoyt, Jr.* Chairman of the Board, Chief
- ---------------------- Executive Officer and Director
Henry H. Hoyt, Jr.
/s/ Daniel J. Black* Chief Operating Officer and
- ---------------------- Director
Daniel J. Black
/s/ Ralph Levine Vice President, Secretary,
- ---------------------- General Counsel and Director
Ralph Levine
/s/ Paul A. Veteri* Vice President, Finance, Chief
- ---------------------- Financial Officer and Director
Paul A. Veteri
</TABLE>
*The undersigned does hereby sign this Amendment to the Registration Statement
on Form S-8 on behalf of the above persons pursuant to powers of attorney duly
executed and filed with the Securities and Exchange Commission, all in the
capacities and on the date indicated.
/s/ Ralph Levine
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Ralph Levine, Attorney-in-Fact
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EXHIBIT INDEX
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<CAPTION>
Sequentially
Exhibit
Numbered
Number Exhibit
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<S> <C>
4(a) Certificate of Incorporation,
as amended, of the Company.
Incorporated herein by
reference to Exhibit 3.1 of
the Company's Annual Report on
Form 10-K for the fiscal year
ended March 31, 1992.
(b) By-laws of the Company,
as amended. Incorporated
herein by reference to Exhibit
3.2 of the Company's Annual
Report on Form 10-K for the
fiscal year ended March 31,
1993.
(c) Carter-Wallace, Inc. Long-Term
Incentive Plan.*
5 Opinion of Whitman Breed Abbott &
Morgan re: legality, including
consent of such counsel.*
15 Letter of KPMG Peat Marwick LLP
re: unaudited interim financial
information.
23(a) Consent of KPMG Peat Marwick LLP.*
(b) The consent of Whitman Breed
Abbott & Morgan is contained in
the opinion filed as Exhibit 5
to this Registration Statement.
(c) Amended Consent of KPMG Peat Marwick LLP.
</TABLE>
*Previously Filed.
3
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EXHIBIT 15
Carter-Wallace, Inc.
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
Registration Statement No. 333-00499
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our reports dated July 28, 1995, October 24,
1995 and January 30, 1996 related to our reviews of interim financial
information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered part of registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
Very truly yours,
KPMG Peat Marwick LLP
New York, New York
January 30, 1996
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EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Carter-Wallace, Inc.
We consent to the use of our audit report dated May 3, 1995 on the consolidated
financial statements of Carter-Wallace, Inc. and subsidiaries as of March 31,
1995 and 1994 and for each of the years in the three-year period and the
related financial statement schedule incorporated herein by reference.
Our audit reports dated May 3, 1995, contain an explanatory paragraph that
states that as discussed in Notes 3 and 8 to the consolidated financial
statements, the Company adopted the provisions of the Financial Accounting
Standards Board's Statements No.106 "Employers' Accounting for Postretirement
Benefits Other Than Pensions", No.109 "Accounting for Income Taxes" and No.112
"Employers' Accounting for Postemployment Benefits" in 1994.
In addition our audit reports dated May 3, 1995, contain an explanatory
paragraph that states that as a result of the Felbatol matters discussed in
Note 17 to the consolidated financial statements, the Company incurred in the
year ended March 31, 1995 a one-time charge to pre-tax earnings of $37,780,000.
As further discussed, depending on future sales levels, additional inventory
write-offs may be required. At the present time Felbatol continues to be
available on the market. If for any reason the product at some future date is
no longer available in the market, the Company will incur an additional
one-time charge that would have a material adverse effect on the Company's
results of operations and possibly on its financial condition. Should the
product no longer be available, the Company currently estimates that the
additional one-time charge, consisting primarily of inventory write-offs and
anticipated returns of product currently in the market, will be in the range of
$30,000,000 to $35,000,000 on a pre-tax basis.
In addition our audit reports dated May 3, 1995, contain an explanatory
paragraph that states that as discussed in Note 19 to the consolidated
financial statements, the Company is a defendant in several lawsuits including
two product liability class action suits, two federal securities class action
suits, one state court class action suit and seven individual product liability
suits related to Felbatol, three class action suits involving alleged price
fixing within the pharmaceutical industry and a patents infringement suit
involving the Company's diagnostic products. In addition, an alleged
shareholder of the Company instituted an action which purports to be brought
derivatively on behalf and for the benefit of the Company against the directors
of the Company for breach of fiduciary duty, gross mismanagement and waste of
corporate assets in connection with the development and marketing of Felbatol.
The Company believes, based on opinion of counsel, it has good defenses to each
of the above-described legal actions and should prevail. In addition, product
liability claims related to Felbatol use have been threatened against the
Company. At this point, the Company cannot evaluate the merits of such claims
and does not know whether or to what extent legal actions will arise from such
claims, and therefore, is unable to predict the financial impact they may have.
The ultimate outcome of all of these matters cannot presently be determined.
Accordingly, no provision for any liability has been recognized in the
accompanying financial statements.
New York, New York
January 29, 1996
