Registration No.--
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
Colgate-Palmolive Company
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-1815595
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
300 Park Avenue, New York, N.Y. 10022
(Address of Principal Executive Offices) (Zip Code)
___________________
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
(Full Title of the Plan)
ANDREW D. HENDRY, Senior Vice President,
General Counsel and Secretary
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
(Name and Address of Agent for Service)
212-310-2239
(Telephone Number, Including Area Code, of Agent For Service)
__________________
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
<TABLE><CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Proposed Proposed
Title of Securities to Amount Maximum Maximum Amount of
be Registered to be Offering Price Aggregate Registration
Registered Per Share (1) Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, Par Value $1
Per Share......................... 20,000 shs $72.8125 $1,456,250 $502.16
Series B Convertible Preference (2) _ _ _
Stock, Without Without Par Value..
==========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h), based, for the Common Stock, on the average of
the high and low per share market price of the Common Stock for New York Stock
Exchange Composite Transactions on December 1, 1995 of $72.8125.
(2) Such number of shares of Series B Convertible Preference Stock as are
converted into the shares of Common Stock prior to withdrawal from the Employees
Savings and Investment Plan.
In addition, (i) 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 plan described herein and (ii)
this registration statement relates to a currently indeterminable number of
shares of Common Stock which may be issued upon conversion of the Series B
Convertible Preference Stock in accordance with the terms thereof.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, filed by the Company and the Company's Employees
Savings and Investment Plan (the "Plan") with the Commission under the
Securities and Exchange Act of 1934 (File No. 1-644-2), are incorporated in this
registration statement by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1994.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.
(3) The Company's Current Reports on Form 8-K dated January 10, 1995, May
22, 1995, and September 21, 1995.
(4) The Company's Form 8-K/A dated March 23, 1995.
(5) The Plan's Annual Report on Form 11-K for the year ended December 31,
1994.
(6) The description of the Company's Common Stock and Series B Convertible
Preference Stock contained in the Company's Current Report on Form 8-K dated
October 17, 1991.
All documents filed by the Company or the Plan pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 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 of 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 any
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 and
superseded, to constitute a part of this registration statement.
II-1
<PAGE>
Item 4. Description of Securities
For a description of the Company's Series B Convertible Preference Stock,
which is not registered under Section 12 of the Securities Exchange Act of 1934,
please see the Company's Current Report on Form 8-K dated October 17, 1991,
incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "GCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the GCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances.
Article Tenth of the Restated Certificate of Incorporation of the Company, as
amended, eliminates the personal liability for monetary damages of directors
under certain circumstances and provides indemnification to directors, officers
and other employees of the Company to the fullest extent permitted by the GCL.
The Company has also executed indemnification agreements with the directors,
officers and certain other employees of the Company. Such indemnification
agreements contain provisions which purport to provide indemnification, where
not limited by applicable law, for amounts paid by such individuals in
settlement of shareholder derivative actions. Additionally, the Company
maintains customary directors' and officers' liability insurance.
Item 8. Exhibits
Exhibit
Number
- ------
23 -- Consent of Arthur Andersen LLP, independent public accountants for
the Company.
24 -- Powers of Attorney.
II-2
<PAGE>
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;
(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;
(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 Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
II-3
<PAGE>
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange 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
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 Act and will
be governed by the final adjudication of such issue.
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 New York, State of New York on the date appearing
below.
COLGATE-PALMOLIVE COMPANY
(The Registrant)
By: /s/ Andrew D. Hendry
-----------------------
Andrew D. Hendry, Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE><CAPTION>
Signature Title Date
--------- ----- ------
Principal Executive Officer and Director:
<S> <C> <C>
/s/ Reuben Mark Chairman of the Board, Chief December 5, 1995
- -------------------------------------
Reuben Mark Executive Officer and Director
Principal Financial Officer:
/s/ Robert M. Agate Senior Executive Vice December 5, 1995
- -------------------------------------
Robert M. Agate President and Chief Financial
Officer
Principal Accounting Officer:
/s/ Stephen C. Patrick Vice President, December 5, 1995
- -------------------------------------
Stephen C. Patrick Corporate Controller
Directors:
Vernon R. Alden*
Jill K. Conway*
Ronald E. Ferguson*
Ellen M. Hancock*
John P. Kendall*
Delano E. Lewis*
Howard B. Wentz, Jr.*
*By: /s/ Andrew D. Hendry December 5, 1995
----------------------------------
Andrew D. Hendry
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
SIGNATURES
The Plan. 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 New York, State of New
York, on December 5, 1995.
COLGATE-PALMOLIVE COMPANY EMPLOYEES
SAVINGS AND INVESTMENT PLAN
(The Plan)
By: /s/ Robert M. Agate
------------------------------
Robert M. Agate, Senior Executive
Vice President and Chief Financial
Officer
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
23 Consent of Arthur Andersen LLP, independent public
accountants for the Company.
24 Powers of Attorney.
II-7
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 1, 1995
included in and incorporated by reference in Colgate-Palmolive Company's Form
10-K for the year ended December 31, 1994.
ARTHUR ANDERSEN LLP
New York, New York
December 4, 1995
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Vernon R. Alden, do hereby make, constitute and appoint Robert M.
Agate and Andrew D. Hendry, and each of them, as my attorneys-in-fact and agents
with full power of substitution for me and in my name, place and stead, in any
and all capacities, to execute for me and on my behalf a Registration Statement
of Colgate-Palmolive Company (the "Company") on Form S-8, or other appropriate
forms relating to the issuance, pursuant to the Colgate-Palmolive Company
Employees Savings and Investment Plan, as amended, of 20,000 additional shares
of Common Stock and an amount of shares of Series B Convertible Preference Stock
which may be converted into shares of Common Stock, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any 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
necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 28th
day of November, 1995.
/s/ Vernon R. Alden
----------------------------
Name: Vernon R. Alden
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Jill K. Conway, do hereby make, constitute and appoint Robert M.
Agate and Andrew D. Hendry, and each of them, as my attorneys-in-fact and agents
with full power of substitution for me and in my name, place and stead, in any
and all capacities, to execute for me and on my behalf a Registration Statement
of Colgate-Palmolive Company (the "Company") on Form S-8, or other appropriate
forms relating to the issuance, pursuant to the Colgate-Palmolive Company
Employees Savings and Investment Plan, as amended, of 20,000 additional shares
of Common Stock and an amount of shares of Series B Convertible Preference Stock
which may be converted into shares of Common Stock, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any 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
necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 29th
day of November, 1995.
/s/ Jill K. Conway
--------------------------
Name: Jill K. Conway
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Ronald E. Ferguson, do hereby make, constitute and appoint Robert
M. Agate and Andrew D. Hendry, and each of them, as my attorneys-in-fact and
agents with full power of substitution for me and in my name, place and stead,
in any and all capacities, to execute for me and on my behalf a Registration
Statement of Colgate-Palmolive Company (the "Company") on Form S-8, or other
appropriate forms relating to the issuance, pursuant to the Colgate-Palmolive
Company Employees Savings and Investment Plan, as amended, of 20,000 additional
shares of Common Stock and an amount of shares of Series B Convertible
Preference Stock which may be converted into shares of Common Stock, and any and
all amendments (including post-effective amendments) to the foregoing
Registration Statement and any 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 necessary and proper to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents and/or any
of them, may lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 29th
day of November, 1995.
/s/ Ronald E. Ferguson
------------------------------
Name: Ronald E. Ferguson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Ellen M. Hancock, do hereby make, constitute and appoint Robert M.
Agate and Andrew D. Hendry, and each of them, as my attorneys-in-fact and agents
with full power of substitution for me and in my name, place and stead, in any
and all capacities, to execute for me and on my behalf a Registration Statement
of Colgate-Palmolive Company (the "Company") on Form S-8, or other appropriate
forms relating to the issuance, pursuant to the Colgate-Palmolive Company
Employees Savings and Investment Plan, as amended, of 20,000 additional shares
of Common Stock and an amount of shares of Series B Convertible Preference Stock
which may be converted into shares of Common Stock, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any 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
necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 29th
day of November, 1995.
/s/ Ellen M. Hancock
--------------------------
Name: Ellen M. Hancock
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, John P. Kendall, do hereby make, constitute and appoint Robert M.
Agate and Andrew D. Hendry, and each of them, as my attorneys-in-fact and agents
with full power of substitution for me and in my name, place and stead, in any
and all capacities, to execute for me and on my behalf a Registration Statement
of Colgate-Palmolive Company (the "Company") on Form S-8, or other appropriate
forms relating to the issuance, pursuant to the Colgate-Palmolive Company
Employees Savings and Investment Plan, as amended, of 20,000 additional shares
of Common Stock and an amount of shares of Series B Convertible Preference Stock
which may be converted into shares of Common Stock, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any 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
necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 29th
day of November, 1995.
/s/ John P. Kendall
---------------------------
Name: John P. Kendall
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Delano E. Lewis, do hereby make, constitute and appoint Robert M.
Agate and Andrew D. Hendry, and each of them, as my attorneys-in-fact and agents
with full power of substitution for me and in my name, place and stead, in any
and all capacities, to execute for me and on my behalf a Registration Statement
of Colgate-Palmolive Company (the "Company") on Form S-8, or other appropriate
forms relating to the issuance, pursuant to the Colgate-Palmolive Company
Employees Savings and Investment Plan, as amended, of 20,000 additional shares
of Common Stock and an amount of shares of Series B Convertible Preference Stock
which may be converted into shares of Common Stock, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any 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
necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 30th
day of November, 1995.
/s/ Delano E. Lewis
---------------------------
Name: Delano E. Lewis
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Howard B. Wentz, Jr., do hereby make, constitute and appoint Robert
M. Agate and Andrew D. Hendry, and each of them, as my attorneys-in-fact and
agents with full power of substitution for me and in my name, place and stead,
in any and all capacities, to execute for me and on my behalf a Registration
Statement of Colgate-Palmolive Company (the "Company") on Form S-8, or other
appropriate forms relating to the issuance, pursuant to the Colgate-Palmolive
Company Employees Savings and Investment Plan, as amended, of 20,000 additional
shares of Common Stock and an amount of shares of Series B Convertible
Preference Stock which may be converted into shares of Common Stock, and any and
all amendments (including post-effective amendments) to the foregoing
Registration Statement and any 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 necessary and proper to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents and/or any
of them, may lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 29th
day of November, 1995.
/s/ Howard B. Wentz, Jr.
-------------------------------
Name: Howard B. Wentz, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Reuben Mark, do hereby make, constitute and appoint Robert M. Agate
and Andrew D. Hendry, and each of them, as my attorneys-in-fact and agents with
full power of substitution for me and in my name, place and stead, in any and
all capacities, to execute for me and on my behalf a Registration Statement of
Colgate-Palmolive Company (the "Company") on Form S-8, or other appropriate
forms relating to the issuance, pursuant to the Colgate-Palmolive Company
Employees Savings and Investment Plan, as amended, of 20,000 additional shares
of Common Stock and an amount of shares of Series B Convertible Preference Stock
which may be converted into shares of Common Stock, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any 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
necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 29th
day of November, 1995.
/s/ Reuben Mark
--------------------------
Name: Reuben Mark
