12
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------ FORM S-8
REGISTRATION STATEMENT 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) PRUDENTIAL TOWER BUILDING BOSTON, MA 02199
(Address of principal executive offices, including zip code)
---------------------------
THE GILLETTE COMPANY 1971 STOCK OPTION PLAN
(Full title of the plan)
-----------------------
Jill C. Richardson Secretary The Gillette Company Prudential Tower Building
Boston, MA 02199 617-421-7000 (Name, address, and telephone number, including
area code, of agent for service)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registration
offering price aggregate fee
per unit offering
price (1)
<S> <C> <C> <C> <C>
Common stock, $1.00
par value (including
Preferred Stock
Purchase
Rights) 23,000,000 $79.94 $1,838,620,000 $612,873.33
</TABLE>
(1) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457 (h) on the basis of the high and low sale
price of the common stock, par value $1.00 (Common Stock), of The Gillette
Company reported on the New York Stock Exchange Composite Transaction Tape on
April 18, 1997.
<PAGE>
Exhibit Index on Page 10.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of this
Form S-8 and the statement of availability of information of The Gillette
Company (the Registrant), and other information required by Item 2 of this
Form will be sent or given to employees as specified by Rule 428 under the
Securities Act of 1933, as amended (the Securities Act). In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the Commission)
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy of any or all of
the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates the following documents herein by reference:
(a) The Registrants Annual report on Form 10-K for the year ended December
31, 1996;
(b) The Registrants Quarterly reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996;
(c) The Registrants Current Report on Form 8-K filed September 16, 1996;
(d) The Registrants Current Report on Form 8-K filed December 20, 1996;
(e) The Registrants Current Report on Form 8-K filed December 31, 1996;
(f) The description of the Registrants capital stock contained in the
Registrants Registration Statement on Form 8-A/A filed November 12, 1996;
<PAGE>
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act 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.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby has been passed
upon for the Registrant by Joseph E. Mullaney, Vice Chairman of the Board of
Directors of the Registrant. On April 18, 1997, Mr. Mullaney beneficially owned
approximately 346,510 shares of the Common Stock (including stock options
exerciseable within 60 days).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended (the
DGCL), provides that a corporation may 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 or investigative (
other than an action by or in the right of the corporation) by reason of the
fact that he or she 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, a partnership,
joint venture, trust or other enterprise, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonable
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity 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, against expenses (including attorneys fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he or she acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
3
<PAGE>
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the directors duty of loyalty to the corporation or its stockholders, (ii) for
act or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
unlawful payments of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit.
The Registrants Bylaws provide that the Registrant shall indemnify current
or former directors, officers, employees or agents of the Registrant, in
connection with proceedings brought against such persons by reason of their
position with the Registrant to the fullest extent permitted by Delaware law.
The Registrants Certificate of Incorporation, as amended, provides that a
director of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except as is not permitted under the DGCL.
The Registrant has obtained an insurance policy that insures its directors
and officers against certain liabilities.
ITEM 7. EXEMPTION FROM LIABILITY CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
4.1 Composite Certificate of Incorporation of The Gillette Company, as
amended, filed as Exhibit 3 (a) to The Gillette Company Annual Report on Form
10-K for the year ended December 31, 1989, Commission File No. 1-922,
incorporated by reference herein.
4.2 Bylaws of The Gillette Company, as amended April 15, 1993, filed as
Exhibit 3 (b) to The Gillette Company Quarterly Report on Form 10-Q for the
4
<PAGE>
period ended March 31, 1993, Commission File No. 1-922, incorporated by
reference herein.
4.3 Specimen of form of certificate representing ownership of The Gillette
Company Common Stock, $1.00 par value, filed as Exhibit 4 (a) to The Gillette
Company Annual report on Form 10-K for the year ended December 31, 1996,
incorporated by reference herein.
4.4 Renewed Rights Agreement dated as of December 14, 1995 between The
Gillette Company and The First National Bank of Boston, filed as Exhibit 4 to
The Gillette Company Current Report on Form 8-K, dated December 18, 1995,
Commission File No. 1-922, incorporated by reference herein.
4.5 Form of Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock of The Gillette Company filed as Exhibit A
to Exhibit 1 to The Gillette Company Current Report on Form 8-K, dated December
30, 1985, Commission File No. 1-922, incorporated by reference herein.
4.6 Amendment to Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock, filed as Exhibit 4 (c) to The
Gillette Company Annual Report on Form 10-K for the year ended December 31,
1996, Commission File No. 1-922, incorporated by reference herein.
4.7 Certificate of Designation of the Series C ESOP Convertible Preferred
Stock of The Gillette Company, dated January 17, 1990, filed as Exhibit 4 (e) to
The Gillette Company Annual report on Form 10-K for the year ended December 31,
1989, Commission File No. 1-922, incorporated by reference herein.
4.8 Certificate of Amendment relating to an increase in the amount of
authorized shares of common stock, filed as Exhibit 3 (i) to The Gillette
Company Quarterly Report on Form 10-Q for the period ended March 31, 1995,
Commission File No. 1-922, incorporated by reference herein.
5. Opinion of Joseph E. Mullaney, Vice Chairman of the Board of The
Gillette Company.
23. Consent of KPMG Peat Marwick LLP.
24. Power of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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<PAGE>
(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, represents 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 this registration statement
provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) above shall
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 Exchange Act that are
incorporated by reference in the registration statement;
(2) That, for the purposes of determining any liability under the
Securities Act, 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, each filing of the
Registrants annual report pursuant to Section 13 (a) or Section 15 (d) of the
Exchange Act (and where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15 (d) of the Exchange Act) 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 any indemnification for liabilities arising under the
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<PAGE>
Securities Act 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any suit, action 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is 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 Boston, Massachusetts this day of April, 1997.
/s/ Thomas F. Skelly
By: --------------------------
Thomas F. Skelly
Senior Vice President
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 indicated on April 18, 1996.
Signatures Title
- - ---------- -----
[S] [C]
* Chairman of the Board of
- - -------------------------- Directors and Chief
Executive
Alfred M. Zeien Officer and Director
(Principal Executive Officer)
7
<PAGE>
* President, Chief
Operating
- - -------------------------- Officer and Director
Michael C. Hawley
* Vice Chairman of the
Board of
- - -------------------------- Directors and
Director
Joseph E. Mullaney
* Senior Vice President
and
- - -------------------------- Chief Financial
Officer
Thomas F. Skelly (Principal Financial Officer)
* Vice President and
Controller
- - --------------------------- (Principal Accounting Officer)
Charles W. Cramb
* Director
- - ---------------------------
Warren E. Buffett
* Director
- - -----------------------------
Wilbur H. Gantz
* Director
- - -----------------------------
Michael B. Gifford
* Director
- - -----------------------------
Carol R. Goldberg
* Director
- - -----------------------------
Herbert H. Jacobi
* Director
- - ------------------------------
Richard R. Pivirotto
*
Director
- - ------------------------------
Juan M. Steta
* Director
- - ------------------------------
Alexander B. Trowbridge
* By: /s/ Thomas F. Skelly
----------------------
Thomas F. Skelly, for
himself and as
attorney-in-fact
9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibi
Number Description of Exhibits
<S> <C>
4.1. Composite Certificate of Incorporation of
filed as Exhibit 3(a) to The Gillette Company
Annual Report on Form 10-K for the year ended December 31, 1989, Commission File No. 1-922,
incorporated by reference herein.
4.2 By-laws of The Gillette Company, as amended
April 15, 1993, filed as
Exhibit 3(b) to The Gillette Company Quarterly Report on
Form 10-Q for the
period ended March 31, 1993, Commission File No. 1-922, incorporated
by reference herein.
4.3. Specimen of form of certificate representing
ownership of The Gillette
Company Common Stock, $1.00 par value, as adopted by the Board of
Directors of The Gillette Company on November 21, 1996, filed as Exhibit 4 (a)
to The Gillette Company Annual Report on Form 10-K
for the year ended December 31, 1996, Commission File No. 1-922, incorporated by
reference herein..
4.4. Renewed Rights Agreement dated as of December 14, 1995
between The Gillette
Company and The First National Bank of Boston, filed as Exhibit 4
to The
Gillette Company Current Report on Form 8-K, dated December 18, 1995,
Commission File No. 1-922, incorporated by reference herein.
4.5 Form of Certificate of Designation,
Preferences and Rights of Series A Junior Participating Preferred Stock of The
Gillette Company filed as Exhibit A to Exhibit 1 to The Gillette Company Current
Report on Form 8-K, dated December 30, 1985, Commission File No. 1-922,
incorporated by reference herein.
4.6 Amendment to Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock, filed as
Exhibit 4 (c) to The Gillette Company Annual Report on Form 10-K for the year
ended December 31, 1996, Commission File No. 1-922, incorporated by reference
herein.
4.7 Certificate of Designation of the Series C ESOP Convertible Preferred
Stock
of The Gillette Company, dated January 17, 1990, filed as Exhibit 4(e) to
The Gillette Company Annual Report on Form 10-K for the year ended December
31, 1989, Commission File No. 1-922, incorporated by
reference herein.
4.8 Certificate of Amendment relating to an increase in the amount of
authorized shares of preferred stock and common stock, filed as
Exhibit
3(i) to The Gillette Company Quarterly Report on Form 10-Q for the
period
ended March 31, 1995, Commission File No. 1-922, incorporated by
reference
herein.
5. Opinion of Joseph E. Mullaney, Vice Chairman of the Board of The
Gillette Company.
23. Consent of KPMG Peat Marwick LLP.
24. Power of Attorney.
</TABLE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Joseph E. Mullaney and Thomas F.
Skelly, and each of them, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign a
registration statement on Form S-8 (the "Registration Statement") to be filed
pursuant to the Securities Act of 1933, as amended, by The Gillette Company, a
Delaware corporation, and any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully as to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, shall do or cause to be done by virtue
hereof.
This instrument has been signed by the following persons in the capacities
and on the dates indicated.
Signatures Title
/s/ Alfred M. Zeien Chairman of the Board of
Directors and Chief Executive
Alfred M. Zeien Officer and Director
(Principal Executive Officer)
/s/ Michael C. Hawley
President, Chief Operating
Officer and Director
Michael C. Hawley
/s/ Joseph E. Mullaney
Vice Chairman of the Board of
Directors and Director
Joseph E. Mullaney
/s/ Thomas F. Skelly
Senior Vice President and
Chief Financial Officer
Thomas F. Skelly (Principal Financial Officer)
/s/ Charles W. Cramb
Vice President and Controller
(Principal Accounting Officer)
Charles W. Cramb
/s/ Warren E. Buffet
Director
Warren E. Buffett
/s/ Wilbur H. Gantz
Director
Wilbur H. Gantz
<PAGE>
<PAGE>
/s/ Michael B. Gifford
Director
Michael B. Gifford
/s/ Carol R. Goldberg
Director
Carol R. Goldberg
/s/ Herbert H. Jacobi
Director
Herbert H. Jacobi
/s/ Henry R. Kravis
Director
Henry R. Kravis
/s/ Richard R. Pivirotto
Director
Richard R. Pivirotto
/s/ Juan M. Steta
Director
Juan M. Steta
/s/ Alexander B. Trowbridge
Director
Alexander B. Trowbridge
CONSENT OF INDEPENDENT ACCOUNTANTS
To the stockholders and Board of Directors of The Gillette Company:
We consent to the incorporation by reference in the registration statement
on Form S-8 of The Gillette Company of our report dated January 30, 1997
relating to the consolidated balance sheets of The Gillette Company and
subsidiary companies as of December 31, 1996 and 1995, and the related
consolidated statements of income and earnings reinvested in the business and
cash flows and related schedules for each of the years in the three-year period
ended December 31, 1996, which report appears or is incorporated by reference in
the December 31, 1996 annual report on Form 10-K of The Gillette Company.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Boston, Massachusetts
April 18, 1997
April 18, 1997
The Gillette Company
Prudential Tower Building
Boston, Massachusetts 02199
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 23,000,000 shares of common stock, $1.00 par
value per share (the "Common Stock"), of The Gillette Company, a Delaware
corporation (the "Company"), to be issued upon exercise of options (the
"Options") under the The Gillette Company 1971 Stock Option Plan (the Plan).
I am Vice Chairman of the Board and Chief Legal Officer of the Company. In
that capacity, I have acted as counsel for the Company in connection with the
Plan and I am familiar with the actions taken by the Company in connection
therewith. For purposes of this opinion, I have examined or caused to be
examined by counsel retained by or on the staff of the Company, among other
things, originals or copies, certified or otherwise identified to my
satisfaction, of such documents as I have deemed necessary or appropriate as a
basis for the opinions set forth herein.
I am a member of the bar of The Commonwealth of Massachusetts and the State
of Ohio. This opinion is limited to the federal laws of the United States of
America, the laws of The Commonwealth of Massachusetts and the General
Corporation Law of the State of Delaware.
Based upon the foregoing, I am of the opinion that the Common Stock to be
issued upon the exercise of the Options by the Company has been duly authorized
and, when issued in accordance with the Options and Plan (assuming that, at the
time of exercise of the Options, there are sufficient number of shares of
authorized but unissued shares of Common Stock or shares held in the treasury
for the shares to be issued upon exercise of the Options, and the exercise price
is not less than the par value of the Common Stock), will be legally issued,
fully paid and nonassessable.
<PAGE>
The Gillette Company
Page Two
I consent to the filing of this opinion as an exhibit to the Registration
Statement and any amendments thereto, and to the use of my name in the
Registration Statement and any amendment thereto and in the related Prospectus.
This opinion is to be used only in connection with the issuance of the
Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Joseph E. Mullaney
Joseph E. Mullaney, Esq.
<PAGE>
