Registration No.
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
EXECUTIVE INCENTIVE COMPENSATION 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.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Securities to Amount Maximum Maximum Amount of
be Registered to be Offering Price Aggregate Registration
Registered (1) Per Share (2) Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, Par Value $1
Per Share.................... 600,000 shs $66.4375 $39,862,500 $13,745.7.9
<FN>
(1) The number of shares being registered represents the number of shares which, on March 7, 1995, were subject to
delivery in accordance with provisions of the Colgate-Palmolive Company Executive Incentive Compensation Plan, plus an
additional number of shares which may be credited as dividend equivalents or granted as awards under the Plan in the future.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h), based on
the average of the high and low per share market price for New York Stock Exchange Composite Transactions on March 17, 1995
of $66.4375.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, filed by the Company with the Commission under the
Securities 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 Current Report on Form 8-K dated January 10, 1995.
(3) The Company's Form 8-K/A dated March 23, 1995.
(4) The contents of the Company's Registration Statement on Form S-8, File
No. 2-96982, with respect to the Executive Incentive Compensation Plan.
(5) The description of the Company's common stock contained in the
Company's Current Report on Form 8-K dated October 17, 1991.
All documents filed by the Company 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.
<PAGE>
Item 5. Interests of Named Experts and Counsel
The legality of the shares of the Company's common stock offered hereby has
been passed upon by Andrew D. Hendry, Senior Vice President, General Counsel and
Secretary of the Company. As of March 1, 1995, Mr. Hendry beneficially owned
2,246 shares of Common Stock of the Company, 12,841 restricted shares of
Common Stock of the Company, and options to purchase 69,560 shares of Common
Stock of the Company.
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.
<PAGE>
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number
<S> <C>
5 -- Opinion of Andrew D. Hendry, Senior Vice President, General Counsel
and Secretary of the Company.
23(a) -- Consent of Andrew D. Hendry, Senior Vice President, General
Counsel and Secretary of the Company (included in Exhibit 5.)
23(b) -- Consent of Arthur Andersen LLP, independent public accountants for
the Company.
24 -- Powers of Attorney.
</TABLE>
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.
<PAGE>
(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.
(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.
<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
<S> <C> <C>
Principal Executive Officer and Director:
/s/ Reuben Mark Chairman of the Board, Chief March 24, 1995
--------------------------------
Reuben Mark Executive Officer and Director
Principal Financial Officer:
/s/ Robert M. Agate Senior Executive Vice March 24, 1995
--------------------------------
Robert M. Agate President and Chief Financial
Officer
Principal Accounting Officer:
/s/ Stephen C. Patrick Vice President, Corporate March 24, 1995
--------------------------------
Stephen C. Patrick Controller
Directors:
Vernon R. Alden*
Jill K. Conway*
Ronald E. Ferguson*
Ellen M. Hancock*
David W. Johnson*
John P. Kendall*
Delano E. Lewis*
Howard B. Wentz, Jr.*
*By: /s/ Andrew D. Hendry March 24, 1995
--------------------------------
Andrew D. Hendry
Attorney-in-Fact
</TABLE>
Exhibit 5
March 24, 1995
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
Re: Colgate-Palmolive Company Executive Incentive Compensation Plan
Registration Statement on Form S-8
Gentlemen:
This opinion is rendered to you in connection with the above
mentioned Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), for the
registration by Colgate-Palmolive Company (the "Company"), of
600,000 additional shares (the "Shares") of Common Stock, par value
$1.00 per share (the "Common Stock"), of the Company for issuance
under the Company's Executive Incentive Compensation Plan (the
"Plan").
I am Senior Vice President, General Counsel and Secretary of
the Company. I or attorneys under my supervision are familiar with
the Plan for which the Shares are being registered. In rendering my
opinion as to the Shares, I have relied upon opinions delivered to
the New York Stock Exchange with respect to original issuances of
Common Stock and have assumed that such Common Stock was originally
issued as contemplated by such opinions.
Based upon the foregoing, it is my opinion that the Shares have
been duly authorized and, once issued in accordance with the terms
of the Plan, will be validly issued, fully paid and non-assessable.
I consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to the reference thereto under the
caption "Interests of Named Experts and Counsel" in Part II of the
Registration Statement. My consent to such reference does not
constitute an admission that I fall within the category of persons
whose consent is required under the Act.
Very truly yours,
Andrew D. Hendry
Exhibit 23.b
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
March 17, 1995
Exhibit 24
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 of 600,000 additional shares of common stock
pursuant to the Colgate-Palmolive Company Executive Incentive Compensation Plan,
as amended, 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 9th day of
March, 1995.
/s/ Reuben Mark
-----------------------------------
Reuben Mark
<PAGE>
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 of 600,000 additional shares of common stock
pursuant to the Colgate-Palmolive Company Executive Incentive Compensation Plan,
as amended, 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 9th day of
March, 1995.
/s/ Vernon R. Alden
-----------------------------------
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 of 600,000 additional shares of common stock
pursuant to the Colgate-Palmolive Company Executive Incentive Compensation Plan,
as amended, 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 9th day of
March, 1995.
/s/ Jill K. Conway
-----------------------------------
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 of 600,000 additional shares of common stock
pursuant to the Colgate-Palmolive Company Executive Incentive Compensation Plan,
as amended, 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 9th day of
March, 1995.
/s/ Ronald E. Ferguson
-----------------------------------
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 of 600,000 additional shares of common stock
pursuant to the Colgate-Palmolive Company Executive Incentive Compensation Plan,
as amended, 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 9th day of
March, 1995.
/s/ Ellen M. Hancock
-----------------------------------
Ellen M. Hancock
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, David W. Johnson, 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 of 600,000 additional shares of common stock
pursuant to the Colgate-Palmolive Company Executive Incentive Compensation Plan,
as amended, 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 9th day of
March, 1995.
/s/ David W. Johnson
-----------------------------------
David W. Johnson
<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 of 600,000 additional shares of common stock
pursuant to the Colgate-Palmolive Company Executive Incentive Compensation Plan,
as amended, 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 9th day of
March, 1995.
/s/ John P. Kendall
-----------------------------------
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 of 600,000 additional shares of common stock
pursuant to the Colgate-Palmolive Company Executive Incentive Compensation Plan,
as amended, 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 9th day of
March, 1995.
/s/ Delano E. Lewis
-----------------------------------
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 of 600,000 additional shares of common stock
pursuant to the Colgate-Palmolive Company Executive Incentive Compensation Plan,
as amended, 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 9th day of
March, 1995.
/s/ Howard B. Wentz, Jr.
-----------------------------------
Howard B. Wentz, Jr.
