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Registration Statement No. 33-XXXXX
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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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E. I. DU PONT DE NEMOURS AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
1007 MARKET STREET
DELAWARE WILMINGTON, DELAWARE 19898 51-0014090
(STATE OR OTHER (ADDRESS OF PRINCIPAL (I.R.S. EMPLOYER
JURISDICTION EXECUTIVE OFFICES) IDENTIFICATION NO.)
OF INCORPORATION OR
ORGANIZATION)
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1997 CORPORATE SHARING PLAN OF
E. I. DU PONT DE NEMOURS AND COMPANY
(FULL TITLE OF THE PLAN)
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KURT M. LANDGRAF, SENIOR VICE PRESIDENT -- DU PONT FINANCE
E. I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE:
302-774-1000
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APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
From time to time after July 28, 1997
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock 19,000,000 $52.50 $997,500,000 $302,273.00
$.30 par value
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The documents listed below, previously filed with the
Securities and Exchange Commission, are incorporated by reference
in this Registration Statement:
(a) DuPont's Annual Report on Form 10-K for the year
ended December 31, 1996.
(b) DuPont's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
(c) DuPont's Current Reports on Form 8-K as filed on
January 29, March 7, April 23, June 13, July 16,
and July 23, 1997.
All documents subsequently filed by DuPont pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all such 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.
Item 4. Description of DuPont Common Stock
Holders of DuPont Common Stock are entitled to receive
dividends that may be declared by the Board of Directors of
DuPont from surplus or net earnings, but not until all cumulative
dividends on preferred stock shall have been declared and set
apart for payment at the annual rates of $4.50 a share for the
$4.50 Series and $3.50 a share for the $3.50 Series. Holders of
DuPont Common Stock have the right to vote on all questions to
the exclusion of all other stockholders, except as otherwise
expressly provided by law or unless DuPont shall be in default in
the payment of dividends on preferred stock for a period of six
months. In the latter event, until accumulated and unpaid
dividends on preferred stock of all series shall have been paid,
the holders of the outstanding preferred stock shall have the
exclusive right, voting separately and as a class, to elect two
directors, or if the total number of directors of DuPont be only
three, then only one director, at each meeting of stockholders
held for the purpose of electing directors.
On liquidation, dissolution, or winding up of DuPont,
whether voluntary or involuntary, after payments have been made to
holders of preferred stock, holders of DuPont Common Stock have
the right to share ratably the remaining assets available for
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distribution. In the event of voluntary liquidation, holders of
preferred stock are entitled to accumulated dividends and $115 a
share for the $4.50 Series and $107 a share for the $3.50 Series;
in the event of involuntary liquidation, holders of both series
are entitled to accumulated dividends and $100 a share. Holders
of DuPont Common Stock do not have any preemptive rights.
Item 5. Interests of Named Experts and Counsel
The validity of the issue of DuPont Common Stock offered
hereby has been passed on by Howard J. Rudge, Esq., Senior Vice
President and General Counsel of DuPont. Mr. Rudge beneficially
owned as of July 25, 1997, 233,120 Shares of Common Stock of DuPont,
including 196,700 shares of which he has the right to acquire
beneficial ownership within 60 days through the exercise of stock
options awarded under DuPont's Stock Performance Plan.
Item 6. Indemnification of Directors and Officers
Under provisions of the Bylaws of DuPont, each person who is
or was a director or officer of DuPont shall be indemnified by
DuPont to the full extent permitted or authorized by the General
Corporation Law of Delaware against any liability, cost or expense
asserted against such director or officer and incurred by such
director or officer in any such person's capacity as director or
officer, or arising out of any such person's status as a director
or officer. DuPont has purchased liability insurance policies
covering its directors and officers to provide protection where
DuPont cannot indemnify a director or officer.
Item 8. Exhibits
Exhibit
Number Description
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4(a) DuPont's Restated Certificate of Incorporation,
effective May 29, 1997, defining the rights of the
holders of DuPont Common Stock, incorporated by
reference to DuPont's Current Report on Form 8-K
filed on June 13, 1997.
4(b) Terms and Conditions of 1997 Corporate Sharing Plan
5(a) Opinion of Counsel
23(a) Consent of Independent Accountants
23(b) Consent of Howard J. Rudge, Esq. included in the
opinion filed as Exhibit 5(a) to this Registration
Statement
24 Powers of attorney authorizing certain officers to
sign this registration statement and amendments
thereto on behalf of officers and directors
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Item 9. S-K Item 512 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 or Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to section 13 or section 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 any liability under the Securities Act of
1933 each filing of the registrant's annual report pursuant to
section 13(a) or section 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.
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(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.
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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
Wilmington, State of Delaware, on July 25, 1997.
E. I. DU PONT DE NEMOURS AND COMPANY
By
/s/ Kurt M. Landgraf
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Kurt M. Landgraf, Senior Vice
President - DuPont Finance
(Chief Financial Officer)
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.
[E. S. Woolard, Jr. Chairman and Director
J. A. Krol President and Chief Executive
Officer and Director
A. W. Dunham Executive Vice President and
Director By
/s/ Kurt M. Landgraf
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P. N. Barnevik Director Kurt M. Landgraf
A. F. Brimmer Director Senior Vice President-
L. C. Duemling Director DuPont Finance
E. B. du Pont Director (Principal Financial
C. M. Harper Director and Accounting Officer
L. D. Juliber Director and Attorney-In-Fact
W. K. Reilly Director for bracketed
H. R. Sharp, III Director individuals)
C. M. Vest Director (July 25, 1997)
G. Watanabe Director]
By
/s/ Howard J. Rudge
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Howard J. Rudge
Senior Vice President
and General Counsel -
DuPont Legal
(Attorney-In-Fact for
bracketed individuals)
(July 25, 1997)
Powers of attorney authorizing Kurt M. Landgraf and
Howard J. Rudge jointly, to sign the registration statement and
amendments thereto on behalf of the above-named directors and
officers are filed with the registration statement.
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INDEX TO EXHIBITS
Exhibit
Number Description
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4(a) DuPont's Restated Certificate of Incorporation,
effective May 29, 1997, defining the rights of
the holders of DuPont Common Stock, incorporated
by reference to DuPont's Current Report on
Form 8-K filed on June 13, 1997.
4(b) Terms and Conditions of 1997 Corporate Sharing Plan
5(a) Opinion of Counsel
23(a) Consent of Independent Accountants
23(b) Consent of Howard J. Rudge, Esq. included in the
opinion filed as Exhibit 5 to this Registration
Statement
24 Powers of attorney authorizing certain officers to
sign this registration statement and amendments
thereto on behalf of officers and directors
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EXHIBIT 4(b)
TERMS AND CONDITIONS OF 1997 CORPORATE SHARING PLAN
TERMS AND CONDITIONS APPLICABLE TO STOCK OPTIONS
1. Exercise Price
A stock option entitles you to purchase, subject to the
limitations set forth in these terms and conditions, DuPont
common stock at the average (rounded to the next higher
multiple of 25 cents - unless such average is itself a
multiple of 25 cents) of the high and low price on the
New York Stock Exchange (NYSE) Composite Transactions Tape
on the grant date.
2. First Time of Exercisability
Except as provided below, from the grant date to the day
prior to the first anniversary of grant date no shares may be
purchased under the stock option. On the first anniversary of
grant date, subject to the other terms and conditions con-
tained herein, all shares subject to the option may be
purchased.
The day following your retirement pursuant to the pension or
retirement plan or policy of a sharing plan company, or the
day following termination of employment by such company
pursuant to a designated company initiated program or due to
divestiture or lack of work, or upon your death, all shares
subject to option under your award may be purchased, subject
to the other terms and conditions contained herein, provided
your retirement, termination of employment pursuant to a
designated company initiated program or due to divestiture or
lack of work, or death occurs six months after grant, or
later. If, however, your retirement, termination of
employment pursuant to a designated company initiated program
or due to divestiture or lack or work, or death occurs prior
to that date, no such shares may be purchased and your option
will terminate.
3. Late Time of Exercisability
No shares may be purchased under the stock option grant after
the earliest of the following:
a. The day prior to the tenth anniversary of the grant date,
or
b. Two years after your death, or
c. The date of termination of your employment for cause, or
d. One year after termination of employment as a result of
divestiture or lack of work, or
e. Three months after termination of employment for any
reason other than retirement, death, cause, divestiture
or lack of work.
The Compensation Committee has the authority to make
adjustments to the last date of exercisability in the event of
termination due to divestiture or lack or work.
4. Stock Price Hurdle
Until six months prior to the tenth anniversary of the grant
date, options are exercisable only after the closing price of
DuPont common stock on the NYSE-Composite Transactions Tape is
$75 or more for a period of five consecutive trading days.
Once this stock price hurdle has been met, options are
exercisable even if the stock price drops below the stock
price hurdle, provided all other terms and conditions are
satisfied.
5. Stock Dividend
In the event of any stock dividend, other changes in
capitalization or special distributions to stockholders, an
equitable adjustment will be made as indicated in Article XII
of the Corporate Sharing Plan in the number of shares subject
to the stock option and the price per share applicable
thereto.
6. Nontransferability and Exercise Upon Death
During your lifetime, your option is not transferable and
shares subject to the option may be purchased only by you.
In the event of your death, your remaining option shares may
be purchased by the executor or administrator of your estate
or in accordance with the executor's or administrator's
directions, subject to the other terms and conditions
contained herein. Options exercised after your death are not
subject to the stock price hurdle described in Article 4
above.
7. How to Exercise/Payment of Exercise Price
Exercises of your option to purchase shares of DuPont common
stock must be made through the designated administrator. At
the time of exercising any portion of your stock options, it
will be necessary to make arrangements with the designated
administrator for full payment in U.S. dollars on account of
shares purchased. Payment of the purchase price must be made
in cash and/or through the sale of the options shares issued
pursuant to the exercise. If payment is made through the sale
of the shares, the stock will be valued at the price received
on the sale of the shares on the NYSE the trade day following
the day your exercise is valued.
In those countries where an 800 phone exchange service to the
designated administrator is available, the exercise
transaction can be executed over the phone. In those
countries where this service is not available, the exercise
transaction can be executed by facsimile of exercise forms to
the designated administrator or by a long distance phone call.
Postal delivery of exercise forms is also available, but the
exercise will not be effective until received by the
designated administrator. Exercise transactions executed over
the phone or received by the designated administrator prior to
4 p.m. New York time will be valued at that day's closing
price for DuPont stock for the purpose of withholding
requirements and establishing the tax basis for gain/loss on
future sale. If the exercise day is not a day the NYSE is
open, the transaction will be valued at the closing price on
the next trading day the exchange is open.
Purchase of shares subject to option will be effected only if
notice of such purchase, accompanied by payment (in cash
and/or sale of option shares) is received by the designated
administrator on or before the last day allowed for the
purchase of shares as indicated above. Shares purchased will
be delivered by DuPont to the designated administrator three
trading days following the day your exercise is valued.
8. Minimum Exercise
You may not purchase at any one time fewer than ten shares
subject to the stock option, unless you have fewer than ten
shares remaining subject to the stock option.
9. Satisfying Withholding
When withholding of national, social, and/or local taxes is
required in a country, it will be done by selling option
shares issues pursuant to the exercise of the option. The
number of shares withheld will be dependent on the sales price
received for the shares on the NYSE on the trading day
following the day your exercise is valued.
10. Program Administration
The decision of the Compensation Committee with respect to
any question arising as to the interpretation of the 1997
Corporate Sharing Plan as it affects these grants, including
the severability of any and all of the provisions of the 1997
Corporate Sharing Plan, shall be final, conclusive and
binding.
No information pertaining to the application, operation or
administration of this 1997 Corporate Sharing Plan will be
made available unless the Compensation Committee, in its sole
discretion, shall make it available.
Nothing in this 1997 Corporate Sharing Plan shall be deemed
to give any employee, or any employee's legal representatives
or assigns, any right to participate in the 1997 Corporate
Sharing Plan except to such extent, if any, as the
Compensation Committee may have determined or approved
pursuant to the provisions of this 1997 Corporate Sharing
Plan.
Grants under this Plan shall not be delivered to any employee
or beneficiary of any employee in a bargaining unit
represented by a union for collective bargaining unless and
until the site manager has authorized delivery of the grant,
collective bargaining on the subject has taken place, and any
requisite obligations thereunder have been fulfilled.
11. Incorporation of 1997 Corporate Sharing Plan
It is understood that in addition to the terms and conditions
set forth above, which are fixed in accordance with the 1997
Corporate Sharing Plan, your grants are also subject to the
other applicable provisions of the 1997 Corporate Sharing
Plan.
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EXHIBIT 5(a)
July 25, 1997
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
Gentlemen/Ladies:
Reference is made to the Registration Statement being
filed by you with the Securities and Exchange Commission, relating
to 19,000,000 shares of E. I. du Pont de Nemours and Company
(hereinafter called "the Company") $0.30 par value Common Stock
("Common Stock").
It is my opinion that:
(a) the Company is duly organized and existing under
the laws of the State of Delaware; and
(b) all shares of Common Stock so registered are or
will when sold, be legally issued, fully paid and
nonassessable.
I hereby consent to the use of this opinion in
connection with the above-mentioned Registration Statement.
Very truly yours,
/s/ Howard J. Rudge
Howard J. Rudge
Senior Vice President and
General Counsel
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated
February 14, 1997, which appears on page 28 of the 1996 Annual
Report to Stockholders of E. I. du Pont de Nemours and Company,
which is incorporated by reference in E. I. du Pont de Nemours and
Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
30 South Seventeenth Street
Philadelphia, Pennsylvania 19103
July 23, 1997
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DuPont Legal
Wilmington, DE 19898
July 25, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Sir/Madam:
On behalf of E. I. du Pont de Nemours and Company
("DuPont"), I am transmitting a Registration Statement on Form
S-8 covering 19,000,000 shares of common stock for filing in
accordance with the requirements of the Securities Act of
1933.
DuPont's wire transfer in the amount of $302,273.00
in payment of the filing fee has been transmitted to the SEC's
lockbox.
If you have any questions concerning the
Registration Statement, please call me at (302) 774-5303.
Very truly yours,
/s/ Mary E. Bowler
Mary E. Bowler
Senior Counsel and
Assistant Secretary
