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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. DUPONT 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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THRIFT PLAN FOR EMPLOYEES OF SENTINEL TRANSPORTATION COMPANY
(FULL TITLE OF THE PLAN)
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GARY M. PFEIFFER, SENIOR VICE PRESIDENT -- DUPONT FINANCE
E. I. DUPONT 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 effective
date of Registration Statement
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock 200,000 $47.8789 $9,575,780.00 $2,528.01
$.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, 1999.
(b) DuPont's Quarterly Reports on Form 10-Q, for quarters ended
March 31, 2000 and June 30, 2000.
(c) DuPont's Current Report on Form 8-K as filed on January 6,
January 26, February 22, February 23, April 25, April 26,
June 29 and July 26, 2000.
All documents subsequently filed by DuPont and/or the Thrift Plan for
Employees of Sentinel Transportation Company 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 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.
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Item 5. Interests of Named Experts and Counsel
The validity of the issue of DuPont Common Stock offered hereby has
been passed on by Stacey J. Mobley, Esq., Senior Vice President and Chief
Administrative Officer and General Counsel of DuPont. Mr. Mobley beneficially
owned as of August 23, 2000 332,063 Shares of Common Stock of DuPont, including
307,431 shares of which he has the right to acquire beneficial ownership within
60 days through the exercise of stock options awarded under DuPont's Corporate
Sharing and Compensation Plans.
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) Thrift Plan for Employees of Sentinel Transportation Company
5(a) Opinion of Counsel
5(b) ERISA qualification undertaking
23(a) Consent of Independent Accountants
23(b) Consent of Stacey J. Mobley, 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 August 23, 2000.
E. I. DU PONT DE NEMOURS
AND COMPANY
By /s/ Gary M. Pfeiffer
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Gary M. Pfeiffer,
Senior Vice President - DuPont Finance
and 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.
C. O. Holliday, Jr., Chairman and Director
A. J. P. Belda, Director
C. J. Crawford, Director
L. C. Duemling, Director
E. B. duPont, Director
D. C. Hopkins, Director
L. D. Juliber, Director
G. Lindahl, Director
M. Naitoh, Director
W. K. Reilly, Director
H. R. Sharp, III, Director
C. M. Vest, Director
S. I. Weill, Director
By /s/ Gary M. Pfeiffer
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Gary M. Pfeiffer
Senior Vice President - DuPont Finance
(Principal Financial and Accounting Officer
and Attorney-In-Fact for bracketed
individuals)
(August 23, 2000)
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By /s/ Stacey J. Mobley
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Stacey J. Mobley
Senior Vice President and
Chief Administrative Officer and
General Counsel - DuPont Legal
(Attorney-In-Fact for bracketed individuals)
(August 23, 2000)
Powers of attorney authorizing Gary M. Pfeiffer and Stacey J. Mobley jointly, to
sign the registration statement and amendments thereto on behalf of the above-
named directors and officers are filed with the registration statement.
Pursuant to the requirement of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wilmington, State of
Delaware, on August 23, 2000.
Thrift Plan for Employees of
Sentinel Transportation Company
By /s/ Loriann Lea
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Loriann Lea
Assistant Secretary, Sentinel
Transportation Company
Thrift Plan for Employees of
Sentinel Transportation Company
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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) Thrift Plan for Employees of Sentinel Transportation Company.
5(a) Opinion of Counsel
5(b) ERISA qualification undertaking
23(a) Consent of Independent Accountants
23(b) Consent of Stacey J. Mobley, 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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