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REGISTRATION NO. 333
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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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COLGATE-PALMOLIVE COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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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)
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COLGATE-PALMOLIVE COMPANY
SUPPLEMENTAL 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)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE(1) PRICE REGISTRATION FEE
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Common Stock, Par Value $1 Per
Share....................... 150,000 shs $71.84375 $10,776,563 $3,179
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(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 January 29, 1998 of $71.84375.
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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 Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.
(3) The Company's Current Report on Form 8-K dated March 19, 1997.
(4) 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 February 5, 1998, Mr. Hendry beneficially owned
41,168 shares of Common Stock of the Company, 17,884 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
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.
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ITEM 8. EXHIBITS
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EXHIBIT
NUMBER
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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.
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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 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
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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.
SIGNATURE TITLE DATE
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Principal Executive Officer
and Director:
/s/ REUBEN MARK Chairman of the Board, February 5, 1998
- ------------------------------ Chief Executive Officer
Reuben Mark and Director
Principal Financial Officer
and Principal Accounting
Officer:
/s/ STEPHEN C. PATRICK Chief Financial Officer February 5, 1998
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Stephen C. Patrick
Directors:
Jill K. Conway*
Ronald E. Ferguson*
Ellen M. Hancock*
David W. Johnson*
John P. Kendall*
Richard J. Kogan*
Howard B. Wentz, Jr.*
*By: /s/ ANDREW D. HENDRY
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Andrew D. Hendry February 5, 1998
Attorney-in-Fact
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EXHIBIT 5
February 5, 1998
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
Re: Colgate-Palmolive Company Supplemental Savings and Investment 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 150,000 shares (the "Shares") of Common Stock, par value $1.00 per share (the
"Common Stock"), of the Company for issuance under the Company's Supplemental
Savings and Investment 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,
/s/ Andrew D. Hendry
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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
February 2, 1998
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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
Supplemental Savings and Investment Plan, of up to 150,000 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 8th day of
January, 1998.
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/s/ JILL K. CONWAY
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Name: Jill K. Conway
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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 Supplemental Savings and Investment Plan, of up to 150,000 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 8th day of
January, 1998.
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/s/ RONALD E. FERGUSON
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Name: Ronald E. Ferguson
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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 Supplemental Savings and Investment Plan, of up to 150,000 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 8th day of
January, 1998.
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/s/ ELLEN M. HANCOCK
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Name: Ellen M. Hancock
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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 Supplemental Savings and Investment Plan, of up to 150,000 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 8th day of
January, 1998.
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/s/ DAVID W. JOHNSON
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Name: David W. Johnson
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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 Supplemental Savings and Investment Plan, of up to 150,000 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 8th day of
January, 1998.
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/s/ JOHN P. KENDALL
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Name: John P. Kendall
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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 Supplemental Savings and Investment Plan, of up to 150,000 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 8th day of
January, 1998.
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/s/ RICHARD J. KOGAN
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Name: Richard J. Kogan
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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 Supplemental Savings and Investment Plan, of up to 150,000 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 8th day of
January, 1998.
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/s/ HOWARD B. WENTZ, JR.
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Name: Howard B. Wentz, Jr.
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