Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
FORM S-8
REGISTRATION UNDER THE SECURITIES ACT OF 1933
THE GILLETTE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
04-1366970
(I.R.S. Employer Identification No.)
PRUDENTIAL TOWER BUILDING, BOSTON, MA 02199
(Address of Principal Executive Offices) (Zip Code)
PARKER PEN 401(k) PLAN
(Full title of the plan)
JILL C. RICHARDSON
SECRETARY
THE GILLETTE COMPANY
PRUDENTIAL TOWER BUILDING, BOSTON, MA 02199
(Name and address of agent for service)
(617) 421-8499
(Telephone number of agent for service)
Calculation of Registration Fee
Proposed 1\ Proposed 1\
Title of maximum maximum
securities to Amounts to offering price aggregate Amount of
be registered be registered per unit offering price
registration fee
Common stock, 600,000 $49.0625 $29,437,200 $10,150.86
$1 par value______________________________
1\Estimated solely for the purpose of calculating the registration
fee on the basis of the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange
Composite Index for October 16, 1995.
There may also be offered shares of common stock of the
Registrant which may be issued to participants in the employee
benefit plan described herein by reason of future stock dividends,
exchange rights or stock splits. In addition, pursuant to Rule 416 (c)
of the Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
Item 3. The following documents are incorporated herein by reference:
(a) The Gillette Company Annual report on Form 10-K
for the year ended December 31, 1994;
(b) Parker Pen 401(k) Plan Annual report on Form 11-K
for the year ended December 31, 1994;
(c) The Gillette Company Quarterly Report on Form 10-Q
for the period ended March 31, 1995;
(d) The Gillette Company Quarterly Report on Form 10-Q
for the period ended June 30, 1995;
All documents subsequently filed by the registrant 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 have been
sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists
of 1,160,000,000 shares of Common Stock and 5,000,000
shares of preferred stock, without par value.
Common Stock
Subject to the preferences of any outstanding preferred
stock, the holders of Common Stock are entitled to receive
dividends when and as declared by the Board of Directors and
paid by the Company. The holders of Common Stock are entitled
to one vote per share and to share ratably, after provision for
payment of creditors and for any payments to which the holders of
any outstanding preferred stock may be entitled, in the assets of the
Company in the event of any liquidation, dissolution or winding-up
of the Company. There is no cumulative voting. Other than the
Rights referred to below, holders of Common Stock have no
preemptive or other subscription rights, and there are no conversion,
redemption or sinking fund provisions applicable thereto. The Board
of Directors is authorized to issue from time to time all of the authorized
and unissued shares of Common Stock.
At September 30, 1995, 443,756,661 shares of Common Stock were
outstanding and held of record by approximately 34,847 holders.
Preferred Stock
The Board of Directors is authorized to fix the terms of one or
more series of the class of preferred stock and to issue from time
to time any or all of the authorized and unissued shares of preferred
stock. Issues of preferred stock may limit or qualify the rights of
holders of the Common Stock.
On January 17, 1990, pursuant to the Company's Employee Stock
Ownership Plan (the "ESOP"), the Company sold to the ESOP
165,872 shares of a new issue of Series C Cumulative Convertible
Preferred Stock (the "Series C Stock") for 100 million, or $602.875
per share. The shares of Series C Stock pay an annual dividend
of 8% and will be allocated to eligible employees over a ten-year
period, which began in September 1990. Each share of Series C
Stock is entitled to vote as if it were converted to Common Stock
and is convertible into 40 shares of Common Stock at a conversion
price of $15.071875 per share. Each share of Series C Stock is
currently entitled to five of the Rights referred to below. No
dividends may be paid on the Series A Stock referred to below
and the Common Stock unless full cumulative dividends on the
Series C Stock have been paid, and in the event of the liquidation,
dissolution or winding up of the Company, no distribution may be
made on the Series A Stock or the Common Stock before a
liquidating distribution equal to $602.875 plus accumulated and
unpaid dividends is made on each outstanding share of Series C
Stock.
At September 30, 1995, 161,791.6367 shares of Series C Stock were
outstanding and held of record by the ESOP trustee. At current
conversion rates, these shares of Series C Stock are convertible into
6,471,665 shares of Common Stock.
Certain Provisions of the Certificate of Incorporation, bylaws and
Delaware Law
Under Article 9 of the Certificate of Incorporation of the Company
and the related provisions of Article XIII of the bylaws of the
Company, the Board of Directors of the Company is classified into
three classes as nearly equal in number as possible, with one class
being elected each year for a three-year term. A director may only
be removed for cause and only by the majority vote of the outstanding
shares entitled to vote. The affirmative vote of at least 75% of the
votes of the shares entitled to vote is required to amend or repeal
Article 9 of the Certificate of Incorporation or Article XIII of the bylaws
or to adopt any provision inconsistent therewith.
The bylaws provide that special meetings of stockholders may be
called only by the Chief Executive Officer or the Board of Directors
of the Company. The bylaws also provide that in general stockholder
proposals intended to be presented at a meeting of stockholders,
including proposals for the nomination of directors, must be received
by the Company 60 days in advance of the meeting.
The Company's bylaws contain provisions requiring the Company
to indemnify any director, officer, employee or agent to the full extent
permitted under Delaware law. The Company's Certificate of Incorporation
provides that a director of the Company shall not be personally liable
to the Company or its stockholders for monetary damages arising out
of the director's breach of that person's fiduciary duty as a director,
except to the extent that Delaware law does not permit exemption
from such liability.
The Board of Directors is expressly authorized to adopt, amend or
repeal the bylaws of the Company, except as provided in the Certificate
of Incorporation and subject to the power of the stockholders to adopt,
amend or repeal the bylaws. The Company is subject to the provisions
of Section 203 of the General Corporation Law of Delaware.
In general, this statute prohibits a publicly-held Delaware corporation
from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the
transaction in which the person becomes an interested stockholder,
unless the business combination is approved in a prescribed manner.
An "interested stockholder" is a person who, together with affiliates
and associates, owns (or within the prior three years did own) 15%
or more of the corporation's voting stock.
Rights Agreement
The Company has outstanding preferred stock purchase rights
(the "Rights"). Upon the occurrence of certain events, each Right
may be exercised to purchase one-two-hundredth of a share of
Series A junior participating preferred stock (the "Series A Stock")
for $160. The Rights were issued pursuant to a Rights Agreement
dated as of November 26, 1986, and amended and restated as of
January 17, 1990, between the Company and The First National
Bank of Boston (the "Rights Agreement").
The Rights only become exercisable, or separately transferable,
ten days after a person acquires 20% or more, or ten business
days after a tender offer commences which could result in
ownership by a person of more than 30%, of the outstanding
shares of Common Stock. If any person acquires 30% or more
of the outstanding shares of Common Stock (except in an offer
for all Common Stock which has been approved by the Board
of Directors), or in the event of certain mergers or other
transactions involving a 20% or more stockholder, each Right not
owned by that person or related parties will enable its holder
to purchase, at the Right's exercise price, Common Stock (or
a combination of Common Stock and other assets) valued at
$320. In the event of certain merger or asset sale transactions
with another party, similar terms would apply to the purchase
of that party's common stock.
The Rights, which have no voting power, expire on December 9,
1996. Upon approval by the Board of Directors, the Rights
may be redeemed for $.01 each under certain conditions which
may change after any person becomes a 20% stockholder.
At September 30, 1995 the Company had Rights outstanding
as follows: one eighth of a Right for each outstanding share of
Common Stock and a total of 808,958 Rights for the outstanding
shares of Series C Stock.
The Board of or Directors has reserved 400,000 shares of Series
A Stock for issuance upon exercise of the Rights, which will have
the following terms. Each share of Series A Stock will be entitled,
subject to the rights of holders of any other series of preference
stock having superior rights, to receive cumulative quarterly cash
dividends payable on the fifteenth day of January, April, July and
October in each year equal to the greater of (a) $20.00, or (b)
subject to certain anti-dilution adjustments, 100 times the aggregate
per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable
in shares of Common Stock, declared on the Common Stock
since the immediately preceding quarterly dividend payment
date on the Series A Stock. Accrued but unpaid dividends
shall not bear interest.
Holders of shares of Series A Stock shall, subject to certain
anti-dilution adjustments, be entitled to 100 votes on all matters
submitted to a vote of the Company's stockholders, voting
together with the Common Stock as a single class, except as
otherwise required by law. In the event that, at the time of any
annual meeting of stockholders for the election of directors,
the amount of dividends in arrears upon the Series A Stock
shall be equal to six full quarterly dividends, the holders of shares
of Series A Stock, voting separately as a class, shall have the
right to elect two members of the Board of Directors, which right
shall continue until all accrued dividends shall have been paid.
In addition, during such time as dividends on the Series A Stock
are in arrears as set forth above, the terms of the Series A Stock
limit the Company's ability to pay dividends and to redeem or
repurchase or otherwise acquire shares of its stock.
Upon any liquidation (voluntary or otherwise), dissolution or winding
up of the Company, holders of Series A Stock shall be entitled
to receive, before any distribution is made with respect to shares
of stock ranking junior to the Series A Stock, an amount equal
to the greater of (a) $200.00 per share, or (b) subject to certain
anti-dilution adjustments, 100 times the aggregate per share
amount to be distributed to holders of the Common Stock.
In the event of any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged
for or changed into other stock or securities, cash and/or other
property, then in any such case the shares of Series A Stock
shall be similarly exchanged or changed in an amount per share,
subject to certain anti-dilution adjustments, equal to 100 times
the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged.
The shares of Series A Stock will rank pari passu with (or, if
determined by the Board of Directors, junior and subordinate to)
all other series of preference stock of the Company with respect
to dividends and/or liquidation preference.
The Series A Stock may be issued in fractional shares, and is
not subject to mandatory redemption.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to the Company's
Form 8 dated January 18, 1990. A copy of the Rights Agreement
is available free of charge from the Company. This summary
description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Office
Delaware law empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that that person
is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including employee benefit plans) against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by that person
in connection with that action, suit or proceeding, to the extent that
that person (I) acted in good faith and in a manner that person
reasonably believed to be in or not opposed to the best interests
of the corporation (including with respect to any employee benefit
plan actions in good faith and in a manner reasonably believed
to be in the interests of the beneficiaries of that employee benefit
plan), and (ii) with respect to any criminal action or proceeding,
had no reasonable cause to believe that the conduct was unlawful.
Delaware law also empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor
by reason of the fact that the person acted in any of the capacities
set forth above (that is, a derivative action or suit) against
expenses (including attorneys' fees) actually and reasonably
incurred by that person in connection with the defense or
settlement of such an action or suit if that person acted under
similar standards, except that no indemnification may be made
in respect of any claim, issue or matter as to which that person
has been adjudged to be liable to the corporation unless and to
the extent that the Court or Chancery or the court in which the
action or suit was brought determines that, despite the adjudication
of liability but in view of all the circumstances of the case, that
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Delaware law further provides that (i) to the extent a director,
officer, employee or agent of a corporation has been successful
in the defense of any action suit or proceeding referred to above
or in the defense of any claim, issue or matter in any such action,
suit or proceeding, that person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred
by that person in connection with that claim, issue or matter, (ii)
indemnification provided for by Delaware law shall not be deemed
exclusive of any other rights to which the indemnified party may be
entitled, and (iii) a corporation may purchase and maintain insurance
on behalf of a director, officer, employee or agent of a corporation
against any liability asserted against that person or incurred by
that person in any such capacity or arising out of that person's
status as such whether or not the corporation would have the
power to indemnify against such liabilities under Delaware law.
Delaware law also provides that determinations with respect to
indemnification shall be made (i) by the board of directors of a
corporation by a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding, (ii) by
independent legal counsel in a written opinion in cases where
a quorum is not obtainable, or, even if obtainable when a
quorum of disinterested directors so directs, or (iii) by the
stockholders of the corporation.
The Company's bylaws allow advances of litigation expenses
without further action by the board of directors.
The Company's bylaws contain provisions requiring the
Company to indemnify any director, officer, employee or
agent to the full extent permitted under Delaware law and
authorizing the Company to obtain insurance on behalf of
any such director, officer, employee or agent against liabilities,
whether or not the Company would have the power to indemnify
under Delaware law and the Company's bylaws. The Company's
bylaws also specify that any right to indemnification or
advancement of expenses under them continues as to a person
who has ceased to be a director, officer, employee or agent and
inures to the benefit of that person's heirs, executors and
administrators.
The Company has obtained Directors' and Officers' Liability
Insurance and Company Reimbursement Liability Insurance
which include insurance against certain civil liabilities, including
certain liabilities under the federal securities laws. The Company
also has Pension and Welfare Fund Fiduciary Responsibility
Insurance policies which insure directors, officers and employees
of the Company against liabilities while acting within the scope
of their fiduciary duties on behalf of the Company's Retirement
Plan, Employees' Savings Plan and other insured employee
benefit plans.
Article 10.A of the Company's Certificate of Incorporation
provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages
arising out of the director's breach of that person's fiduciary duty
as a director, except to the extent that Delaware law does not
permit exemption from such liability. Article 10.A does not
eliminate the fiduciary duty of directors or affect their liability to
anyone other than the Company or its stockholders; instead,
Article 10.A is designed only to limit or eliminate the personal
liability of directors for monetary damages to the Company or
the stockholders to the maximum extent permitted by Delaware
law as it now exists or may be amended in the future.
Current Delaware law contains express limitations on the
ability to limit or eliminate liability to a corporation or its stockholders.
Under these limitations, which Article lO.A incorporates by reference,
a director remains potentially liable for monetary damages to the
corporation or the stockholders for (i) breach of the director's duty
of loyalty, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) an improper
payment of a dividend or an improper repurchase of the corporation's
stock, as provided in Section 174 of the Delaware General
Corporation Law, or (iv) any transaction from which a director
derives any improper personal benefit.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit 23.1 Consent of KPMG Peat Marwick LLP, filed herewith.
Exhibit 23.2 Consent of KPMG Peat Marwick LLP, filed herewith.
(An annual report for the Plan's latest fiscal year is
being filed concurrently herewith.)
Exhibit 24. Powers of Attorney, filed herewith.
Undertaking The Registrant hereby undertakes that it will submit
the Plan and any amendments thereto to the Internal Revenue
Service (the "IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are being
made of the securities registered hereby 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 this registration statement (or the
most recent post-effective amendment thereof) which, individually
or in aggregate, represent a fundamental change in the information
set forth in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement:
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if 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 this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post- effective amendment that
contains a form of prospectus 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.
(4) 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 that is incorporated by reference
in this 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. 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 provisions described
in Item 1 above, 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 Registrants 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.
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.
Signatures Title Date
*ALFRED M. ZEIEN Chairman of the Board October 17, 1995
Alfred M. Zeien of Directors, Chief
Executive Officer and
Director
*MICHAEL C. HAWLEY President and Chief October 17, 1995
Michael C. Hawley Operating Officer and
Director
*JOSEPH E. MULLANEY Vice Chairman of the October 17, 1995
Joseph E. Mullaney Board of Directors and
Director
THOMAS F. SKELLY Senior Vice President October 17, 1995
Thomas F. Skelly and Chief Financial
Officer
*CHARLES W. CRAM Vice President, October 17, 1995
Charles W. Cramb Controller and
Principal Accounting
Officer
*WILBUR H. GANTZ Director October 17, 1995
Wilbur H. Gantz
*MICHAEL B. GIFFORD Director October 17, 1995
Michael B. Gifford
*CAROL R. GOLDBERG Director October 17, 1995
Carol R. Goldberg
*HERBERT H. JACOBI Director October 17, 1995
Herbert H. Jacobi
*RICHARD R. PIVIROTTO Director October 17, 1995
Richard R. Pivirotto
*JUAN M. STETA Director October 17, 1995
Juan M. Steta
*ALEXANDER B. Director October 17, 1995
TROWBRIDGE
Alexander B. Trowbridge
*JOSEPH F. TURLEY Director October 17, 1995
Joseph F. Turley
By Thomas F. Skelly
*Thomas F. Skelly
As Attorney-in-Fact
The Plan
Pursuant to the requirement of the Securities Act of 1933, the
Advisory Committee has duly caused this registration statement
to be signed on its behalf by the undersigned thereunto duly
authorized, in the city of Janesville, State of Wisconsin on
October 17, 1995.
Signature Title Date
Parker Pen 401(k) Plan
Peter Miller Member of Advisory October 17, 1995,
Peter Miller Committee
Exhibit 24
POWER OF ATTORNEY
We, the undersigned, hereby constitute Thomas F. Skelly and Joseph E. Mullaney,
or either of them, our true and lawful attorneys with full power to sign for
us in our name and in the capacity indicated below, this registration
statement and any and all amendments and supplements thereto, including
post-effective amendments, pursuant to the Securities Act of 1933, hereby
ratifying and confirming our signatures as they may be signed by our
attorneys, or either of them, to said registration statement and to an
WITNESS Our Hand and Seal on the Date set forth below.
Signatures Title Date
* ALFRED M. ZEIEN Chairman of the Board September 21,1995
Alfred M. Zeien of Directors, Chief Executive
Officer and Director
*MICHAEL C. HAWLEY President and Chief September 21, 1995
Michael C. Hawley Operating Officer and Director
*JOSEPH E. MULLANEY Vice Chairman of the September 21, 1995
Joseph E. Mullaney Board of Directors and Director
THOMAS F. SKELLY Senior Vice President September 21, 1995
Thomas F. Skelly and Chief Financial Officer
*CHARLES W. CRAMB Vice President, September 21, 1995
Charles W. Cramb Controller and Principal
Accounting Officer
*WILBUR H. GANTZ Director September 21, 1995
Wilbur H. Gantz
*MICHAEL B. GIFFORD Director September 21, 1995
Michael B. Gifford
*CAROL R. GOLDBERG Director September 21, 1995
Carol R. Goldberg
*HERBERT H. JACOBI Director September 21, 1995
Herbert H. Jacobi
*RICHARD R. PIVIROTTO Director September 21, 1995
Richard R. Pivirotto
*JUAN M. STETA Director
September 21, 1995
Juan M. Steta
*ALEXANDER B. TROWBRIDGE Director September 21, 1995
Alexander B. Trowbridge
*JOSEPH F. TURLEY Director September 21, 1995
Joseph F. Turley
Exhibit 23.1
Consent of Independent Auditors
The Stockholders and Board of Directors of
The Gillette Company:
We consent to incorporation by reference herein of our report dated
January 26, 1995 relating to the consolidated balance sheets of The Gillette
Company and subsidiary companies as of December 31, 1994 and 1993, and the
related consolidated statements of income and earnings reinvested in the
business and cash flows for each of the years in the three-year period ended
December 31, 1994 and the related schedule of valuation and qualifying
accounts which reports appear or are incorporated by reference in the D
KPMG Peat Marwick LLP
Boston, Massachusetts
October 18, 1995
Exhibit 23.2
Consent of Independent Auditors
The Advisory Committee of
The Parker Pen 401(k) Plan:
We consent to incorporation by reference herein of our report dated April 6,
1995, except as to note 7 which is as of September 18, 1995, relating to the
statements of net assets available for plan benefits of The Parker Pen 401(k)
Plan as of December 31, 1994 and 1993, and the related statement of changes
in net assets available for plan benefits for the year ended
December 31, 1994, which report appears in the December 31, 1994 annual
report on Form 11-K of The Parker Pen 401(k) Plan.
KPMG Peat Marwick LLP
Boston, Massachusetts
October 18, 1995
