AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2000
REGISTRATION NO.
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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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INTERNATIONAL FLAVORS & FRAGRANCES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New York 13-1432060
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
521 West 57th Street, New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 765-5500
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Stephen A. Block, Esq.
Senior Vice President, General Counsel and Secretary
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
Telephone: (212) 765-5500
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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INTERNATIONAL FLAVORS & FRAGRANCES INC. 2000 SUPPLEMENTAL STOCK AWARD PLAN
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED(1) REGISTERED(2) SHARE(3) OFFERING PRICE(3) FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.12 1/2 par
value, and/or to be issued
for employee stock options
and other stock awards 4,500,000 Shares $18.78125 $84,515,625 $22,312.13
===========================================================================================
</TABLE>
(1) Includes associated rights.
(2) Represents the number of shares of common stock, par value $0.12 1/2
per share ("Common Stock") of International Flavors & Fragrances
Inc., a New York corporation ("IFF"), issuable pursuant to the 2000
Supplemental Stock Award Plan.
(3) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the
proposed maximum offering price is estimated, solely for the purpose
of determining the registration fee, on the basis of the average high
and low prices of IFF's Common Stock on November 30, 2000, as
reported on the New York Stock Exchange.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
INTRODUCTORY STATEMENT
On November 14, 2000, the Stock Option and Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of International
Flavors & Fragrances Inc. ("IFF") approved and recommended that the Board
adopt the 2000 Supplemental Stock Award Plan (the "Supplemental Stock Award
Plan"), which was subsequently adopted by the Board. The Committee will
administer the Supplemental Stock Award Plan, pursuant to which 4,500,000
shares of IFF's common stock, par value $0.12 1/2 per share (the "Common
Stock"), will be reserved for stock awards.
In addition, on November 14, 2000, the Board approved the offering of
(i) stock options and (ii) stock units, valued using the Black-Scholes
Model and the closing price of the Common Stock on November 14, 2000, to
employees who hold existing stock options, other than directors and
officers, in exchange for the surrender of their outstanding stock options.
The terms and conditions of such stock units and stock options are set
forth in the section of the Prospectus entitled "Offer of Restricted
Stock."
ITEM 1. PLAN INFORMATION.
The document(s) containing the information specified in Item 1 will be
sent or given to participants in the Supplemental Stock Award Plan as
specified by Rule 428(b)(1) and are not required to be filed as part of
this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The document(s) containing the information specified in Item 2 will be
sent or given to participants in the Supplemental Stock Award Plan as
specified by Rule 428(b)(1) and are not required to be filed as part of
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by IFF with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference, as
of their respective dates, in this Registration Statement:
(i) Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
(ii) Reports on Form 8-K dated March 22, 2000, September 27, 2000, October
2, 2000 and November 9, 2000;
(iii) Quarterly Reports on Form 10-Q for the periods ended March 31, 2000,
June 30, 2000 and September 30, 2000; and
(iv) The description of IFF's Common Stock contained in IFF's Registration
Statement on Form 8-A dated March 22, 2000, as amended by Amendment
No. 1 to IFF's Registration Statement on Form 8-A dated October 2,
2000.
In addition, all documents hereafter filed by IFF 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 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 part hereof from the date of filing of such documents.
Any statement contained herein or 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 subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement. Copies of these documents are not required to
be filed with this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
On July 24, 1986, New York substantially revised the provisions of the
New York Business Corporation Law ("BCL") to permit New York corporations
to extend broader protection to their directors and officers by way of
indemnity and advancement of expenses than that previously afforded by New
York law. On October 31, 1986, the Board amended IFF's By-laws to extend
such indemnification and advancement of expenses to its directors and
officers. Article II, Section 14 of IFF's By-laws, as amended (the
"By-laws"), provides among other things that a corporation may indemnify a
person against judgments, fines, amounts paid in settlement and reasonable
expenses arising out of litigation, to which such person shall have been
made a party by reason of the fact he is or was a director or officer of
the corporation, unless a judgment or other final adjudication adverse to
such person establishes that his acts were committed in bad faith or were
the result of active and deliberate dishonesty and were material to the
action so adjudicated, or that he personally gained in fact a personal
profit or other advantage to which he was not entitled. The By-laws also
permit IFF to advance litigation expenses of such director or officer upon
receipt of an undertaking to repay such advances if the director or officer
is ultimately determined not to be entitled to indemnification.
In July 1987, New York added Section 402(b) to the BCL which permits New
York corporations, with shareholder approval, to amend their certificates
of incorporation in order to eliminate or limit the personal liability of
directors to a corporation and its shareholders for damages arising from
breaches of the directors' duty. On May 13, 1988, IFF amended its
Certificate of Incorporation by adding a new Article XI which had been
approved by the shareholders on May 12, 1988. Article XI provides that no
director of IFF shall be personally liable to IFF or its shareholders for
damages for any breach of duty as a director. Article XI does not permit
elimination or limitation of the liability of any director if a judgment or
other final adjudication adverse to him establishes that (i) his acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that he personally derived a financial profit or other
advantage to which he was not legally entitled, or (ii) that his action
involved (a) an improper declaration of any dividend or other distribution,
(b) an improper redemption by IFF of its own shares, (c) the distribution
of assets to shareholders after dissolution, without paying or adequately
providing for, with certain exceptions, known liabilities of IFF or (d) the
making of an improper loan to a director. Article XI also does not
authorize any limitation on the ability of IFF or its shareholders to
obtain injunctive relief, specific performance or other equitable remedies,
and would not apply to acts or omissions which occurred prior to the filing
of the amendment to IFF's Certificate of Incorporation containing the
limitation on directors' liability.
On December 9, 1975, the Board adopted a resolution pursuant to which
IFF is obligated to indemnify, to the extent permitted by law, any
director, officer or employee of IFF against any liability arising out of
claims under the Employee Retirement Income Security Act of 1974.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1 Shareholder Protection Rights Agreement, dated as of March
21, 2000, between IFF and The Bank of New York, as Rights
Agent (the "Rights Agreement") (incorporated by reference
to Exhibit 4 to IFF's Report on Form 8-K dated March 22,
2000).
4.2 First Amendment, dated as of September 26, 2000, to the
Rights Agreement (incorporated by reference to Exhibit 4
to IFF's Report on Form 8-K dated September 27, 2000).
4.3 Specimen certificate of IFF's Common Stock (incorporated
by reference to Exhibit 4(b) to IFF's Registration
Statement on Form S-3 dated September 29, 2000).
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
("Skadden, Arps").
15 Not applicable.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Skadden, Arps (included in Exhibit 5).
24 Powers of Attorney.
99.1 2000 Supplemental Stock Award Plan.
99.2 Form of Non-Qualified Stock Option Agreement
99.3 Form of Stock Unit Agreement.
ITEM 9. UNDERTAKINGS.
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;
notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and (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 (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission 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; and (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.
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) 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.
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.
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, and State of New York,
on this 6th day of December, 2000.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By: /s/ Stephen A. Block
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Stephen A. Block
Senior Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board and Chief December 6, 2000
--------------------- Executive Officer
Richard A. Goldstein
* Senior Vice President and Chief December 6, 2000
--------------------- Financial Officer and Director
Douglas J. Wetmore
* Director December 6, 2000
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Margaret Hayes Adame
* Director December 6, 2000
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Richard M. Furlaud
* Director December 6, 2000
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Peter A. Georgescu
* Executive Vice President and December 6, 2000
--------------------- and Director
Carlos A. Lobbosco
* Director December 6, 2000
---------------------
George Rowe, Jr.
* Director December 6, 2000
---------------------
Henry P. van Ameringen
* Director December 6, 2000
---------------------
William D. Van Dyke III
*By: /s/ Stephen A. Block
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Attorney-in-Fact
LIST OF EXHIBITS
Exhibit No. Description of Exhibit
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4.1 Shareholder Protection Rights Agreement, dated as of March
21, 2000, between IFF and The Bank of New York, as Rights
Agent (the "Rights Agreement") (incorporated by reference
to Exhibit 4 to IFF's Report on Form 8-K dated March 22,
2000).
4.2 First Amendment, dated as of September 26, 2000, to the
Rights Agreement (incorporated by reference to Exhibit 4
to IFF's Report on Form 8-K dated September 27, 2000).
4.3 Specimen certificate of IFF's Common Stock (incorporated by
reference to Exhibit 4(b) to IFF's Registration Statement
on Form S-3 dated September 29, 2000).
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
("Skadden, Arps").
15 Not applicable.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Skadden, Arps (included in Exhibit 5).
24 Powers of Attorney.
99.1 2000 Supplemental Stock Award Plan.
99.2 Form of Non-Qualified Stock Option Agreement.
99.3 Form of Stock Unit Agreement.
