As filed with the Securities and Exchange Commission on September
13, 1994
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
AMERICAN HOME PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
--------------------------
Delaware 13-2526821
(State of other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Five Giralda Farms, Madison, New Jersey 07940
(Address of Principal Executive Offices) (Zip Code)
AMERICAN HOME PRODUCTS CORPORATION
1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
LOUIS L. HOYNES, JR.
Senior Vice President and General Counsel
American Home Products Corporation
Five Giralda Farms
Madison, New Jersey 07940
(201) 660-5000
(Name, address and telephone number, including area code of agent
for service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Proposed Amount of
to be Registered to be Maximum Maximum Regis-
Registered Offering Aggregate tration
Price per Offering Fee
Share Price
Common Stock, 25,000 $58.625 $1,465,625 $506
par value $.33 1/3
per share
(1) Estimated solely for the purpose of calculating the
registration fee on the basis of the average of the high and low
sales prices of such securities on the New York Stock Exchange on
September 9, 1994.
<PAGE>
Part I. INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information, Registrant Information and Employee Plan
Annual Information.
The information required by Part I is included in document (s)
sent or given to participants in the American Home Products
Corporation (the "Corporation") 1994 Restricted Stock Plan for Non-
Employee Directors pursuant to Rule 428(b)(1).
<PAGE>
PART II. INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (File No. 1-1225) are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;
(b) The Corporation's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 1994;
(c) The Corporation's Quarterly Reports on Form 10-Q for the
quarter ended June 30, 1994; and
The description of Common Stock contained in the Corporation's
registration statement on Form 10, as amended through January 24,
1991, filed with the Commission pursuant to Section 12 of the
Securities Exchange Act 1934 (the "1934 Act").
All reports and other documents subsequently filed by the
Corporation pursuant to Section 13(a), 13(c), 14 and 15(d) of the
1934 Act as amended, prior to filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in the Prospectus and to be
a part hereof from the date of filing of such reports and
documents.
Any statement contained in a document incorporated or deemed
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 other
subsequently filed document which also is incorporated or is deemed
to be incorporated by reference herein modified supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
Item 4. Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the Corporation and
subsidiary companies as of December 31, 1993 and 1992 and for each
of the years in the three-year period ended December 31, 1993
incorporated by reference in this registration statement, have been
audited by Arthur Andersen L.L.P., independent public accountants,
as indicated in their reports with respect thereto, and are
incorporated by reference in this registration statement in
II-1
<PAGE>
reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware Corporation Law and the Restated
Certificate of Incorporation of the Corporation contain provisions
covering indemnification of corporate directors and officers
against certain liabilities and expenses incurred as a result of
proceedings under the 1933 Securities Act, as amended (the "1933
Act") and the 1934 Act.
The Corporation provides indemnity insurance pursuant to which
officers and directors are indemnified or insured against liability
or loss under certain circumstances which may include liability or
related loss under the 1933 Act and the 1934 Act.
Item 7. Not Applicable.
Item 8. Exhibits
See Index to Exhibits on page II-6
Item 9. Undertakings
A. Rule 415 Offering
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 1933 Act.
(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; 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 registration statement is on 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 1934 Act
II-2
<PAGE>
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the 1933 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 the 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. Filing Incorporated Subsequent Exchange Act Documents by
Reference
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act , each
filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the 1934 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. Filing of Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provision 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 1933 Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant in the successful defence 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 1933 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
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 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 County of
Morris and State of New Jersey, on this 31st day of August, 1994.
AMERICAN HOME PRODUCTS CORPORATION
(Registrant)
By: /s/ John R. Stafford
(John R. Stafford
Chairman of the Board, President and Chief
Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ John R. Stafford Chairman of the Board, August 31, 1994
(John R. Stafford) President and
Director - Principal
Executive Officer
/s/ Robert G. Blount Executive Vice President August 31, 1994
(Robert G. Blount) and Director -
Principal Financial
Officer
/s/ John R. Considine Vice President - August 31, 1994
(John R. Considine) Finance - Principal
Accounting Officer
/s/ Clifford L. Alexander Director August 31, 1994
(Clifford L. Alexander)
/s/ Frank A. Bennack, Jr. Director August 31, 1994
(Frank A. Bennack, Jr.)
/s/ K. Roald Bergethon, Jr.Director August 31, 1994
(K. Roald Bergethon)
/s/ John W. Culligan Director August 31, 1994
(John W. Culligan)
II-4
<PAGE>
/s/ Robin Chandler Duke Director August 31, 1994
(Robin Chandler Duke)
/s/ John D. Feerick Director August 31, 1994
(John D. Feerick)
/s/ Edwin A. Gee Director August 31, 1994
(Edwin A. Gee)
/s/ Robert W. Sarnoff Director August 31, 1994
(Robert W. Sarnoff)
/s/ John R. Torell III Director August 31, 1994
(John R. Torell III)
/s/ William W. Wrigley Director August 31, 1994
(William W. Wrigley)
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.1 Restated Certificate of Incorporation of the
Corporation, incorporated herein by reference to
Exhibit No. 3 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1990.
4.2 By-laws of the Corporation, incorporated herein by
reference to Exhibit No. 3 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
23 The consent of Arthur Andersen L.L.P.
99 1994 Restricted Stock Plan for Non-Employee Directors
II-6
ARTHUR ANDERSEN LLP
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 18, 1994 included and incorporated by
reference in the American Home Products Corporation's Form-10-K
for the year ended December 31, 1993 and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
New York, New York
September 8, 1994
AMERICAN HOME PRODUCTS CORPORATION
1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Approved by stockholders on April 20, 1994.)
Section 1. Purpose. The purpose of the Restricted Stock Plan for
Non-Employee Directors of American Home Products Corporation is to
attract and retain qualified persons who are not employees or former
employees of the Corporation or any of its subsidiaries or affiliates
for service as members of the Board of Directors by granting such
directors shares of the Company's Common Stock, which are restricted
in accordance with the terms and conditions set forth below, and
thereby encouraging ownership in the Company by non-employee
directors.
Section 2. Definitions. Whenever used herein, unless the
context otherwise indicates, the following terms shall have the
respective meaning set forth below:
Act: The Securities Exchange Act of 1934, as amended.
Board Membership: The period of time during which a person
serves on the Board of Directors, regardless of whether occurring
before or after the Effective Date.
Board of Directors (or Board): The Board of Directors of the
Company.
Committee: The Compensation and Benefits Committee of the Board
of Directors appointed to administer the Plan in accordance with
Section 7 hereof.
Common Stock: Common Stock, par value $.33 1/3 per share, of
American Home Products Corporation.
Company: American Home Products Corporation or any successor to
it in ownership of substantially all of its assets, whether by
merger, consolidation or otherwise.
Director: Any member of the Board of Directors.
Disability: A medically determinable physical or mental
impairment which renders a participant substantially unable to
function as a Director.
Effective Date: The date specified in Section 10 hereof.
Eligible Director (or Non-Employee Director): Any Director who
is an employee or former employee of the Company or any of its
subsidiaries or affiliates.
Participant: Each Director to whom Restricted Stock is granted
under the Plan.
Plan: The 1994 Restricted Stock Plan for Non-Employee Directors
of American Home Products Corporation.
Restricted Period: The period of time from the date of grant
of the Restricted Stock until the earliest to occur of the events
described in Section 4(b) hereof.
Retirement Benefit: A normal benefit payable under the
Retirement Plan.
Retirement Plan: The American Home Products Corporation
Retirement Plan for Outside Directors, as amended.
Restricted Stock: Common Stock granted under the Plan which is
subject to restrictions in accordance with Section 4 hereof.
Year of Board Membership: 365 consecutive days of Board
Membership.
Section 3. Eligibility and Grants.
(a) Grant. To be eligible to participate in the Plan, a
Director must not be an employee or former employee of the Company or
any of its subsidiaries or affiliates. Each Eligible Director on the
Effective Date of the Plan shall receive a grant of two hundred (200)
shares of Restricted Stock. In addition, each person who becomes an
Eligible Director for the first time after the Effective Date of the
Plan shall also receive a grant of two hundred (200) shares of
Restricted Stock, effective as of the date of such person's election
as an Eligible Director. Thereafter, each Eligible Director shall be
granted two hundred (200) shares of Restricted Stock for each
subsequent Year of Board Membership, up to a maximum of one thousand
(1,000) share of Restricted Stock per Eligible Director.
Notwithstanding anything to the contrary contained in this Plan, if a
Participant shall terminate service as a Director due to death or
Disability prior to having been granted the maximum number of shares
of Restricted Stock hereunder and provided the Participant is not then
eligible for a Retirement Benefit under the Retirement Plan, then such
Participant, or such Participant's beneficiary or estate, as the case
may be, shall be granted additional shares of Restricted Stock which
together with the shares previously granted under the Plan will equal
such maximum number of shares and all restrictions applicable to such
shares shall lapse on the later of the date of such termination of
service or six months after the date of grant. If required by the
Committee, each grant of Restricted Stock shall be evidenced by a
written agreement duly executed by or on behalf of the Company and the
Participant.
(b) Number of Shares. The total number of shares of Restricted
Stock which may be granted under the Plan shall not exceed 25,000.
The shares may be authorized and unissued or issued and reacquired
shares, as the Board of Directors from time to time may determine.
Shares of Restricted Stock that are forfeited before the restrictions
lapse shall be available for subsequent grants of Restricted Stock
under the Plan.
(c) Non-Consecutive Terms. An Eligible Director who is elected
to non-consecutive terms of Board Membership shall receive additional
grants of shares of Restricted Stock at the time of such re-election
to the Board and thereafter as provided in Section 3, provided that
the amounts so granted, when aggregated with the number of shares of
Restricted Stock previously granted to such Director with respect to
which the restrictions thereon shall have lapsed, does not exceed one
thousand (1,000) shares.
Section 4. Terms and Conditions of Restricted Stock. The
restrictions set forth in this section shall apply to each grant of
Restricted Stock for the duration of the Restricted Period.
(a) Restrictions. A stock certificate representing the number
of shares of Restricted Stock granted shall be registered in the
Participant's name but shall be held in custody by the Company for the
Participant's account. The Participant shall have all rights and
privileges of a stockholder as to such Restricted Stock, including the
rights to vote and to receive dividends, except that, subject to the
provisions of Section 3(a) and 4(b), the following restrictions shall
apply: (i) the Participant shall not be entitled to delivery of the
certificate until the expiration of the Restricted Period; (ii) none
of the shares of Restricted Stock may be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of during the Restricted
Period; (iii) the Participant shall, if requested by the Company,
execute and deliver to the Company, a stock power endorsed in blank.
The Participant shall forfeit all shares of Restricted Stock with
respect to which such restrictions do not lapse at the end of the
Restricted Period. Upon the forfeiture (in whole or in part) of
shares of Restricted Stock, such forfeited shares shall become
treasury shares of the Company without further action by the
Participant. The Participant shall have the same rights and
privileges, and be subject to the same restrictions, with respect to
any shares received pursuant to Section 6.
(b) Events. The Restricted Period shall end upon the first to
occur of the following events:
(i) Five Years of Service. The Participant completes at
least five (5) years of service from the date of the initial grant of
Restricted Stock to the Participant under the Plan.
(ii) Disability. The Participant ceases to be a Director
by reason of Disability; provided, however, that if the Participant is
at such time entitled to a Retirement Benefit, then the Restricted
Period shall be deemed not to have lapsed. In such case, all shares
of Restricted Stock will be forfeited.
(iii) Death. The Participant ceases to be a Director by
reason of death; provided, however, that if the Participant is at such
time entitled to a Retirement Benefit, then the Restricted Period
shall be deemed not to have lapsed. In such case, all shares of
Restricted Stock will be forfeited.
(c) Delivery of Restricted Shares. At the end of the Restricted
Period as herein provided, subject to Section 3(a), a stock
certificate for the number of shares of Restricted Stock with respect
to which the restrictions have lapsed shall be delivered, free of all
such restrictions, to the Participant or the Participant's beneficiary
or estate, as the case may be, subject to the withholding requirements
of Section 9 hereof. The Company shall not be required to deliver any
fractional share of Common Stock but will pay, in lieu thereof, the
fair market value (measured as of the date the restrictions lapse) of
such fractional share to the Participant or the Participant's
beneficiary or estate, as the case may be.
Section 5. Regulatory Compliance and Listing. The issuance or
delivery of any shares of Restricted Stock may be postponed by the
Company for such period as may be required to comply with any
applicable requirements under the federal securities laws, any
applicable listing requirements of any national securities exchange or
any requirements under any other law or regulation applicable to the
issuance or delivery of such shares and the Company shall not be
obligated to issue or deliver any such shares if the issuance or
delivery thereof shall constitute a violation of any provision of any
law or any regulation of any governmental authority or any national
securities exchange.
Section 6. Adjustments. In the event of a recapitalization,
stock split, stock dividend, combination or exchange of shares,
merger, consolidation, rights offering, separation, reorganization or
liquidation, or any other change in the corporate structure or shares
of the Company, the Committee may make such equitable adjustments, to
prevent dilution or enlargement or rights, as it may deem appropriate
in the number and class of shares authorized to be granted hereunder.
Section 7. Administration. The Plan shall be administered by
the Compensation and Benefits Committee, consisting of three or more
Directors each of whom shall be a "disinterested Directed" within the
meaning of Rule 16b-3 under the Act. All determinations of the
Committee shall be conclusive. The Committee may obtain such advice
or assistance as it deems appropriate from persons not serving on the
Committee.
Section 8. Termination or Amendment. The Board may at any time
terminate the Plan and may from time to time alter or amend the Plan
or any part thereof (including any amendment deemed necessary to
ensure that the Company may comply with any regulatory requirement
referred to in Section 5), provided, however, that, unless otherwise
required by law, the rights of a Participant with respect to shares of
Restricted Stock granted prior to such termination, alteration or
amendment may not be impaired without the consent of such Participant
and, provided further, without the approval of the Company's
stockholders, no alteration or amendment may be made which would (i)
increase the aggregate number of shares of Restricted Stock that may
be granted under the Plan (except by operation of Section 6), or (ii)
change the category of Directors eligible to receive shares of
Restricted Stock under the Plan. Notwithstanding the foregoing, the
Plan shall not be amended more than once every six months, other than
to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act or the rules thereunder. The Company
intends that the Plan and the grants of Restricted Stock hereunder
shall comply with the conditions of Rule 16b-3 of the Act and qualify
for the exemption from Section 16(b) of the Act as a "formula plan".
Should any provisions hereof not be necessary in order to comply with
the requirements of such Rule or should any additional provisions be
necessary in order to so comply, the Board of Directors may amend the
Plan accordingly, without the necessity of obtaining the approval of
the Company's stockholders.
Section 9. Miscellaneous.
(a) Right to Re-election. Nothing in the Plan shall be deemed
to create any obligation on the part of the Board to nominate any
Director for re-election by the Company's stockholders, nor confer
upon any Director the right to remain a member of the Board of
Directors.
(b) Withholding of Taxes. Any taxes required to be paid by law
with respect to the issuance or delivery of such shares shall be
satisfied by reducing the number of shares of Common Stock otherwise
deliverable to a Director.
(c) Governing Law. This Plan shall be governed by the law of
the State of Delaware and in accordance with such federal laws as may
be applicable.
(d) Construction. Whenever any words are used herein in the
masculine gender they shall be construed as though they were also used
in the feminine gender in all cases where they would so apply, and
wherever any words are used herein the singular form they shall be
construed as though they were also used in the plural form in all
cases where they would so apply.
Section 10. Effective Date. The Plan shall be submitted to the
stockholders of the Company for their approval at the Annual Meeting
of Stockholders to be held on April 20, 1994. The Plan shall become
effective upon the affirmative vote of the holders of a majority of
the shares of Common Stock present, or represented, and entitled to
vote at the meeting.
