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Registration No. 333-
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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
1997 STOCK OPTION 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)
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 Per Share (1) Offering Price Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par Value $1
Per Share.................. 4,050,000 shs $72.3750 $293,118,750 $88,824
===============================================================================================
</TABLE>
(1) 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 of the Common Stock for New York Stock Exchange Composite
Transactions on October 15, 1997 of $72.3750.
================================================================================
<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 and Exchange Act of 1934, are incorporated in this registration
statement by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996 (File No. 1-644+).
(2) 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.
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 October 20, 1997, Mr. Hendry beneficially owned
44,080 shares of Common Stock of the Company, 20,310 restricted shares of Common
Stock of the Company, and options to purchase 177,371 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
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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
- -------
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.
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 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;
(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 that is incorporated by reference in the registration
statement shall be deemed to be a new
2
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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.
(c) 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.
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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 October 20, 1997
- ------------------------------------ Executive Officer and Director
Reuben Mark
Principal Financial Officer and
Principal Accounting Officer:
/s/ Stephen C. Patrick Chief Financial Officer October 20, 1997
- ------------------------------------
Stephen C. Patrick
Directors:
Jill K. Conway*
Ronald E. Ferguson*
Ellen M. Hancock*
David W. Johnson*
John P. Kendall*
Richard J. Kogan
Delano E. Lewis*
Howard B. Wentz, Jr.*
*By: /s/ Andrew D. Hendry October 20, 1997
------------------------------
Andrew D. Hendry
Attorney-in-Fact
</TABLE>
4
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Exhibit 5
October 20, 1997
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
Re: Colgate-Palmolive Company 1997 Stock Option 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 30,000,000 shares (the "Shares") of Common Stock, par value $1.00 per share
(the "Common Stock"), of the Company for issuance under the Company's 1997 Stock
Option 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.
<PAGE>
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,
/s/ Andrew D. Hendry
6
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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 report dated March 6, 1997
included in Colgate-Palmolive Company's Form 10-K for the year ended December
31, 1996 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
New York, New York
October 17, 1997
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Jill K. Conway, do hereby make, constitute and appoint Stephen C.
Patrick 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 1997 Stock Option Plan, of 30,000,000 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 9th day
of October, 1997.
/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 Stephen C.
Patrick 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 1997 Stock Option Plan, of 30,000,000 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 9th day
of October, 1997.
/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 Stephen C.
Patrick 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 1997 Stock Option Plan, of 30,000,000 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 9th day
of October, 1997.
/s/ Ellen M. Hancock
------------------------------
Name: Ellen M. Hancock
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, David W. Johnson, do hereby make, constitute and appoint Stephen C.
Patrick 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 1997 Stock Option Plan, of 30,000,000 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 9th day
of October, 1997.
/s/ David W. Johnson
--------------------------
Name: David W. Johnson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, John P. Kendall, do hereby make, constitute and appoint Stephen C.
Patrick 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 1997 Stock Option Plan, of 30,000,000 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 9th day
of October, 1997.
/s/ John P. Kendall
-------------------------
Name: John P. Kendall
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Richard J. Kogan, do hereby make, constitute and appoint Stephen C.
Patrick 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 1997 Stock Option Plan, of 30,000,000 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 9th day
of October, 1997.
/s/ Richard J. Kogan
------------------------
Name: Richard J. Kogan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Delano E. Lewis, do hereby make, constitute and appoint Stephen C.
Patrick 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 1997 Stock Option Plan, of 30,000,000 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 9th day
of October, 1997.
/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 Stephen C.
Patrick 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 1997 Stock Option Plan, of 30,000,000 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 9th day
of October, 1997.
/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 Stephen C. Patrick
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 1997
Stock Option Plan, of 30,000,000 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 9th day
of October, 1997.
/s/ Reuben Mark
-------------------------
Name: Reuben Mark
