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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CARTER-WALLACE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 13-4986583
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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CARTER-WALLACE, INC.
1996 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
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STEPHEN R. LANG, ESQ.
Vice President, General Counsel and Secretary
Carter-Wallace, Inc.
1345 Avenue of the Americas, New York, New York 10105
(Name and address of agent for service)
(212) 339-5000
Telephone number, including area code, of agent for service
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Per Aggregate Registration
be Registered Registered Share (1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share 4,500,000 shares $18.0625 $81,281,250 $21,458.25
- ---------------------------------------------------------------------------------------------------------------
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(1) Estimated solely for the purpose of calculating the registration fee
based upon the closing price of the Common Stock on February 23, 2000
as reported on the New York Stock Exchange-Composite Transactions.
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PART II
EXPLANATORY NOTE
This Registration Statement is being filed to register an additional
4,500,000 shares of Common Stock, par value $1.00 per share, of Carter-Wallace,
Inc. (the "Company") that may be issued pursuant to the Carter-Wallace, Inc.
1996 Long-Term Incentive Plan (the "Plan"). The contents of Registration
Statement on Form S-8 (Registration No. 333-00499), which also covers shares of
Common Stock of the Company that have been or may be issued under the Plan, are
incorporated herein be reference.
ITEM 8. EXHIBITS
4. Instruments defining the rights of security holders.
(i) Certificate of Incorporation, as amended, of the
Company -- incorporated by reference to Exhibit No. 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1992.
(ii) By-Laws of the Company -- incorporated by reference to
Exhibit No. 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1998.
5. Opinion re legality.
Opinion of Whitman Breed Abbott & Morgan LLP, including
the consent of such counsel.
23. Consents of experts and counsel.
(i) Consent of KPMG LLP.
(ii) The consent of Whitman Breed Abbott & Morgan LLP is
contained in the opinion filed as Exhibit 5 of this Registration
Statement.
24. Power of Attorney.
Included in Part II of this Registration Statement.
99. Additional Exhibits.
Carter-Wallace, Inc. 1996 Long-Term Incentive Plan, as
amended -- incorporated by reference to Exhibit No. 10.18 to the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT, CARTER-WALLACE, INC., 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 FEBRUARY 24, 2000.
CARTER-WALLACE, INC.
By: /s/ RALPH LEVINE
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Ralph Levine,
President and
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Ralph Levine and Stephen R. Lang, and each
of them, with full power of substitution and resubstitution, as attorneys or
attorney to sign any and all amendments (including post-effective amendments) to
this Registration Statement, and to file with the Securities and Exchange
Commission the same, with all exhibits thereto, and any and all applications or
other documents to be filed with the Securities and Exchange Commission
pertaining thereto, with full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in the premises, as
fully to all intents and purposes as the undersigned could do if personally
present, hereby ratifying and confirming all that said attorneys, and any of
them and any such substitute, 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 INDICATED ON FEBRUARY 24, 2000.
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Signature Title
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<S> <C>
/s/ HENRY H. HOYT, JR. Chairman of the Board and Chief
- -------------------------- Executive Officer (Principal Executive Officer)
Henry H. Hoyt, Jr.
/s/ PAUL A. VETERI Executive Vice President and Chief Financial
- -------------------------- Officer (Principal Financial Officer) and Director
Paul A. Veteri
/s/ PETER J. GRIFFIN Vice President and Controller (Principal
- -------------------------- Accounting Officer)
Peter J. Griffin
Director
- --------------------------
David M. Baldwin
/s/ RICHARD L. CRUESS, M.D. Director
- --------------------------
Richard L. Cruess, M.D.
/s/ SUZANNE H. GARCIA Director
- --------------------------
Suzanne H. Garcia
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/s/ SCOTT C. HOYT Director
- --------------------------
Scott C. Hoyt
/s/ RALPH LEVINE Director
- --------------------------
Ralph Levine
/s/ HERBERT M. RINALDI Director
- --------------------------
Herbert M. Rinaldi
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EXHIBIT INDEX
EXHIBIT
NUMBER
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4. Instruments defining the rights of security holders.
(i) Certificate of Incorporation, as amended, of
the Company -- incorporated by reference to Exhibit No. 3.1 to
the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1992.
(ii) By-Laws of the Company -- incorporated by
reference to Exhibit No. 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1998.
5. Opinion re legality.
Opinion of Whitman Breed Abbott & Morgan LLP including consent of such
counsel.
23. Consents of experts and counsel.
(i) Consent of KPMG LLP.
(ii) The consent of Whitman Breed Abbott & Morgan
LLP is contained in the opinion filed as Exhibit 5 to this
Registration Statement.
24. Power of Attorney.
Included in Part II of this Registration Statement.
99. Additional Exhibits.
Carter-Wallace, Inc. 1996 Long-Term Incentive
Plan, as amended -- incorporated by reference to Exhibit No.
10.18 to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1999.
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EXHIBIT 5
February 24, 2000
Carter-Wallace, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
to be filed by Carter-Wallace, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission (the "Commission"). The Registration
Statement covers 4,500,000 shares (the "Shares") of the Company's Common Stock,
par value $1.00 per share, to be issued and sold by the Company upon the
exercise of options granted and awards made pursuant to the Company's 1996
Long-Term Incentive Plan (the "Plan").
We have examined the originals or certified photostatic or facsimile
copies of such records and other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. In such examination, we
have assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
photostatic or facsimile copies and the authenticity of the originals of such
copies.
Based upon our examination mentioned above, subject to the assumption
and qualifications stated and relying on statements of fact contained in the
documents that we have examined, we are of the opinion that, upon issuance of
the Shares in accordance with the provisions of the Plan, the Shares will have
been validly issued and will be fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Commission.
Very truly yours,
WHITMAN BREED ABBOTT & MORGAN LLP
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Carter-Wallace, Inc.:
We consent to the use of our audit reports dated May 5, 1999 on the consolidated
financial statements of Carter-Wallace, Inc. and subsidiaries as of March 31,
1999 and 1998, and for each of the years in the three-year period then ended,
and all related schedules, incorporated herein by reference.
KPMG LLP
New York, New York
February 24, 2000
