SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
MASCO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-1794485
(state or other jurisdiction (IRS Employer
of incorporation) Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of Principal Executive Offices) (Zip Code)
Masco Corporation 1997 Non-Employee Directors Stock Plan
(Full Title of the Plan)
John R. Leekley
Senior Vice President and General Counsel
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
(Name and Address of Agent for Service)
(313) 274-7400
(Telephone no., including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of Offering Aggregate of
Securities to Amount to Price Per Offering Registration
be Registered be Registered Unit Price Fee
Common Stock 500,000 * $21,078,150 $6,387.32
(Par Value $1.00
Per Share)
*Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low prices
($42.1563) of the Common Stock on the New York Stock Exchange - Composite Tape
on July 3, 1997 as reported in The Wall Street Journal.
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
(the "Commission") are hereby incorporated herein by reference:
(a) Masco Corporation's (the "Company's") Annual Report on Form 10-K
for the fiscal year ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(c) The Company's Form 8 dated May 22, 1991 amending its Registration
Statement on Form 8-A dated February 12, 1987.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act after the date of this Registration
Statement and prior to the 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
herein and to be a part hereof from the date of filing of such documents. Any
statements contained
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in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which is also incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent of
the Company or is or was serving as such with respect to another corporation or
other entity at the request of the Company. Article Fifteenth of the Company's
Restated Certificate of Incorporation provides that each person who was or is
made a party to (or is threatened to be made a party to) or is otherwise
involved in any action, suit or proceeding by reason of the fact that such
person is or was a director, officer or employee of the Company shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the General Corporation Law of Delaware against all expense, liability and loss
(including without limitation attorneys' fees, judgements, fines and amounts
paid in settlement) reasonably incurred by such person in connection therewith.
The rights conferred by Article Fifteenth are contractual rights and include the
right to be paid by the Company the expenses incurred in defending such action,
suit or proceeding in advance of the final disposition thereof.
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Article Fourteenth of the Company's Restated Certificate of Incorporation
provides that the Company's directors will not be personally liable to the
Company or its stockholders for monetary damages resulting from breaches of
their fiduciary duty as directors except (a) for any breach of the duty of
loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the General Corporation Law of Delaware, which
makes directors liable for unlawful dividends or unlawful stock repurchases or
redemptions, or (d) for transactions from which directors derive improper
personal benefit.
The Company's directors and officers are covered by insurance policies
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws (other than liability under Section 16(b) of the
1934 Act), which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description
4.a Restated Certificate of Incorporation of the Company and
amendments thereto. Incorporated by reference to the
Exhibits filed with the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.
4.b Bylaws of the Company, as amended. Incorporated by reference
to the Exhibits filed with the Company's Annual Report on Form
10-K for the year ended December 31, 1993.
5 Opinion of John R. Leekley.
23.a Consent of Coopers & Lybrand L.L.P. relating to the financial
statements and financial statement schedules of the Company.
23.b Consent of Coopers & Lybrand L.L.P. relating to the financial
statements and financial statement schedule of MascoTech,
Inc.
23.c Consent of John R. Leekley which is included as part of
Exhibit 5.
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24 Power of Attorney, which appears in Part II of this
Registration Statement.
99 Masco Corporation 1997 Non-Employee Directors Stock Plan.
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) 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 (a)(i) and (a)(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
Company pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by
reference in this Registration Statement.
(b) 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 that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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.
2. The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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.
3. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to
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directors, officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the 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 Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Taylor and the State of Michigan on this 7th day of
July, 1997.
MASCO CORPORATION
By /s/ Richard A. Manoogian
Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A. Manoogian and Eugene A. Gargaro, Jr.,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or would do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them or his or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
Principal Executive Officer:
/s/ Richard A. Manoogian Chairman of the Board July 7, 1997
Richard A. Manoogian and Chief Executive
Officer
Principal Financial Officer:
/s/ Richard G. Mosteller Senior Vice President July 7, 1997
Richard G. Mosteller - Finance
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Principal Accounting Officer:
/s/ Robert B. Rosowski Vice President- July 7, 1997
Robert B. Rosowski Controller and
Treasurer
/s/ Joseph L. Hudson, Jr. Director July 7, 1997
Joseph L. Hudson, Jr.
/s/ Verne G. Istock Director July 7, 1997
Verne G. Istock
/s/ Mary Ann Krey Director July 7, 1997
Mary Ann Krey
/s/ Wayne B. Lyon Director July 7, 1997
Wayne B. Lyon
/s/ John A. Morgan Director July 7, 1997
John A. Morgan
/s/ Arman Simone Director July 7, 1997
Arman Simone
/s/ Peter W. Stroh Director July 7, 1997
Peter W. Stroh
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description Pages
4.a Restated Certificate of Incorporation of the
Company. Incorporated by reference to the
Exhibits filed with the Company's Annual Report on
Form 10-K for the year ended December 31, 1996.
4.b Bylaws of the Company, as amended. Incorporated
by reference to the Exhibits filed with the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993
5 Opinion of John R. Leekley.
23.a Consent of Coopers & Lybrand L.L.P. relating to
the financial statements and financial statement
schedules of the Company.
23.b Consent of Coopers & Lybrand L.L.P. relating to
the financial statements and financial statement
schedule of MascoTech, Inc.
23.c Consent of John R. Leekley which is included as part of
Exhibit 5.
24 Power of Attorney, which appears in Part II of
this Registration Statement.
99 Masco Corporation 1997 Non-Employee
Directors Stock Plan.
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Exhibit 5
July 7, 1997
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
Re: MASCO CORPORATION
REGISTRATION STATEMENT ON FORM S-8
1997 NON-EMPLOYEE DIRECTORS STOCK PLAN
Dear Sirs:
I am acting as your counsel in connection with the Registration Statement
on Form S-8 under the Securities Act of 1933, as amended, registering an
aggregate of 500,000 shares of Common Stock, $1.00 par value (the "Shares"), of
Masco Corporation, a Delaware corporation (the "Company"), which may be issued
pursuant to the terms of the Company's 1997 Non-Employee Directors Stock Plan
(the "Plan").
I, or attorneys on my staff who report to me, have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of such documents and corporate records as I have deemed necessary
or advisable for the purpose of this opinion. Based upon the foregoing, I am of
the opinion that:
(1) The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware, with
corporate power under such laws to issue the Shares; and
(2) The issuance of the Shares under the Plan has been duly authorized
by appropriate corporate action and the Shares when issued pursuant to the
provisions of the Plan, will be validly issued, fully paid and nonassessable
assuming the exercise price of options is not less than par value and that prior
to awarding shares of restricted stock there is a determination by the Company's
Board of Directors that the Company has received consideration having a value
not less than the par value of the shares awarded.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-8.
Very truly yours,
/s/ John R. Leekley
John R. Leekley
Senior Vice President and
General Counsel
Exhibit 23.a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Masco Corporation on Form S-8 of our report dated February 18, 1997, on our
audits of the consolidated financial statements and financial statement
schedules of Masco Corporation and subsidiaries as of December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996,
which report is incorporated by reference from the Masco Corporation Annual
Report on Form 10-K for the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Detroit, Michigan
July 7, 1997
Exhibit 23.b
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Masco Corporation on Form S-8 of our report dated February 28, 1997, on our
audits of the consolidated financial statements and financial statement schedule
of MascoTech, Inc. and subsidiaries as of December 31, 1996 and 1995, and for
each of the three years in the period ended December 31, 1996, which report is
incorporated by reference from the Masco Corporation Annual Report on Form 10-K
for the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Detroit, Michigan
July 7, 1997
Exhibit 99
MASCO CORPORATION
1997 NON-EMPLOYEE DIRECTORS STOCK PLAN
Section 1. Purpose
The purpose of this Plan is to ensure that the non-employee Directors of
Masco Corporation (the "Company") have an equity interest in the Company and
thereby have a direct and long term interest in the growth and prosperity of the
Company by payment of part of their compensation in the form of common stock of
the Company.
Section 2. Administration of the Plan
This Plan will be administered by the Company's Board of Directors (the
"Board"). The Board shall be authorized to interpret the Plan, to establish,
amend, and rescind any rules and regulations relating to the Plan and to make
all other determinations necessary or advisable for the administration of the
Plan. The Board's interpretation of the terms and provisions of this Plan shall
be final and conclusive. The Secretary of the Company shall be authorized to
implement the Plan in accordance with its terms and to take such actions of a
ministerial nature as shall be necessary to effectuate the intent and purposes
thereof. The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws
of the State of Michigan and applicable Federal law.
Section 3. Eligibility
Participation will be limited to individuals who are Eligible Directors,
as hereinafter defined. Eligible Director shall mean any Director of the
Company who is not an employee of the Company and who receives a fee for
services as a Director.
Section 4. Shares Subject to the Plan
(a) Subject to the adjustments set forth below, the aggregate number of
shares of Company Common Stock, par value $1.00 per share ("Shares"), which may
be the subject of awards issued under the Plan shall be 500,000.
(b) Any Shares to be delivered under the Plan shall be made available from
newly issued Shares or from Shares reacquired by the Company, including Shares
purchased in the open market.
(c) To the extent a Stock Option award, as hereinafter defined, terminates
without having been exercised, or an award of Restricted Stock, as hereinafter
defined, is forfeited, the Shares subject to such Stock Option or Restricted
Stock award shall again be available for distribution in connection with future
awards under the Plan. Shares equal in number to the Shares surrendered to the
Company in payment of the option price or withholding taxes (if any) relating to
or arising in connection with any Restricted Stock or Stock Option hereunder
shall be added to the number of Shares then available for future awards under
clause (a) above.
(d) In the event of any merger, reorganization, consolidation,
recapitalization, stock split, stock dividend, or other change in corporate
structure affecting the Shares, the aggregate number of Shares which may be
issued under the Plan, the number of Shares subject to Stock Options to be
granted under Section 6(a) hereof and the number of Shares subject to any
outstanding award of Restricted Stock or unexercised Stock Option shall be
adjusted to avoid enhancement or diminution of the benefits intended to be made
available hereunder.
Section 5. Director Stock Compensation
(a) The compensation of each Eligible Director for the five year period
beginning January 1, 1997 shall be payable in part with an award of Restricted
Stock determined as set forth below, and in part in cash. Compensation for this
purpose means annual retainer fees but does not include supplemental retainer
fees
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for committee positions or fees for attendance at meetings, which shall be paid
in cash. The portion of compensation payable in Restricted Stock during the
five year period shall be equal to one-half of the annual compensation paid to
Eligible Directors in the year immediately prior to the award multiplied by
five, and the balance of compensation, unless otherwise determined by the Board,
shall be payable in cash. Each award of Restricted Stock shall vest in twenty
percent annual installments (disregarding fractional shares) on January 1 of
each of the five consecutive years following the year in which the award is
made. Subject to the approval of this Plan by the Company's stockholders, each
Eligible Director on February 18, 1997 is awarded as of that date 3,470 Shares
of Restricted Stock, based on the closing price of the Shares as reported on the
New York Stock Exchange Composite Tape (the "NYSE") on February 18, 1997. Cash
shall be paid to an Eligible Director in lieu of a fractional share.
(b) Subject to the approval of this Plan by the Company's stockholders,
each Eligible Director who is first elected or appointed to the Board on or
after the date of the Company's 1997 annual meeting of stockholders shall
receive, as of the date of such election or appointment, an award of Restricted
Stock determined in accordance with Section 5(a) for the five year period
beginning on January 1 of the year in which such election or appointment
occurred; provided, however, that the price of the Shares used in determining
the number of Shares of Restricted Stock which shall be issued to such Eligible
Director shall be the closing price of the Shares as reported on the NYSE on the
date on which such Eligible Director is elected or appointed, and provided,
further, that the amount of Restricted Stock awarded to any Eligible Director
who begins serving as a Director other than at the beginning of a calendar year
shall be prorated to reflect the partial service of the initial year of the
Director's term, such proration to be effected in the initial vesting.
(c) Upon the full vesting of any award of Restricted Stock awarded
pursuant to Section 5(a) or 5(b), each affected Eligible Director shall be
eligible to receive a new award of Restricted Stock, subject to Section 4. The
number of Shares subject to such award shall be determined generally in
accordance with the provisions of Section 5(b); provided, however, that the
Board shall have sole discretion to adjust the amount of compensation then to be
paid in the form of Shares and the terms of any such award of Shares. Except as
the Board may otherwise determine, any increase or decrease in an Eligible
Director's annual compensation during the period when such Director has an
outstanding award of Restricted Stock shall be implemented by increasing or
decreasing the cash portion of such Director's compensation.
(d) Each Eligible Director shall be entitled to vote and receive
dividends on the unvested portion of his or her Restricted Stock, but will not
be able to obtain a stock certificate or sell, encumber or otherwise transfer
such Restricted Stock except in accordance with the terms of the Company's 1991
Long Term Stock Incentive Plan (the "Long Term Plan"). If an Eligible
Director's term is terminated by reason of death or permanent and total
disability, the restrictions on the Restricted Stock will lapse and such
Eligible Director's rights to the Shares will become vested on the date of such
termination. If an Eligible Director's term is terminated for any reason other
than death or permanent and total disability, the Restricted Stock that has not
vested shall be forfeited and transferred back to the Company; provided,
however, that a pro rata portion of the Restricted Stock which would have
vested on January 1 of the year following the year of the Eligible Director's
termination shall vest on the date of termination, based upon the portion of the
year during which the Eligible Director served as a Director of the Company.
Section 6. Stock Option Grant
(a) Subject to approval of this Plan by the Company's stockholders, each
Eligible Director on the date of such approval will be granted on such date a
stock option to purchase 4,000 Shares (the "Stock Option"). Thereafter, on the
date of each of the Company's subsequent annual stockholders meetings, each
person who is or becomes an Eligible Director on that date and whose service on
the Board will continue after such date shall be granted a Stock Option, subject
to Section 4, effective as of the date of such meeting.
(b) Stock Options granted under this Section 6 shall be non-qualified
stock options and shall have the following terms and conditions.
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1. Option Price. The option price per Share shall be equal to the
closing price of the Shares as reflected on the NYSE on the date of grant (or if
there were no sales on such date, the most recent prior date on which there were
sales).
2. Term of Option. The term of the Stock Option shall be ten years from
the date of grant, subject to earlier termination in the event of termination of
service as an Eligible Director. If an Eligible Director's term is terminated
for any reason other than death at a time when such Director is entitled to
exercise an outstanding Stock Option, then at any time or times within three
months after termination such Stock Option may be exercised as to all or any of
the Shares which the Eligible Director was entitled to purchase at the date of
termination. If an Eligible Director dies at a time when such Director is
entitled to exercise a Stock Option, then at any time or times within one year
after death such Stock Option may be exercised as to all or any of the Shares
which the Eligible Director was entitled to purchase immediately prior to such
Director's death. Except as so exercised, such Stock Options shall expire at
the end of such periods. That portion of the Stock Option not exercisable at
the time of such termination shall be forfeited and transferred back to the
Company on the date of such termination.
3. Exercisability. Subject to clause 2 above, each Stock Option shall
vest and become exercisable with respect to twenty percent of the underlying
Shares on each of the first five anniversaries of the date of grant, provided
that the optionee is an Eligible Director on such date.
4. Method of Exercise. A Stock Option may be exercised in whole or in
part during the period in which such Stock Option is exercisable by giving
written notice of exercise to the Company specifying the number of shares to be
purchased, accompanied by payment of the purchase price. Payment of the
purchase price shall be made in cash, by delivery of Shares, or by any
combination of the foregoing.
5. Non-Transferability. Unless otherwise provided by the terms of the
Long Term Plan or the Board, (i) Stock Options shall not be transferable by the
optionee other than by will or by the laws of descent and distribution, and (ii)
during the optionee's lifetime, all Stock Options shall be exercisable only by
the optionee or by his or her guardian or legal representative.
6. Stockholder Rights. The holder of a Stock Option shall, as such, have
none of the rights of a stockholder.
Section 7. General
(a) Plan Amendments. The Board may amend, suspend or discontinue the
Plan as it shall deem advisable or to conform to any change in any law or
regulation applicable thereto; provided, that the Board may not, without the
authorization and approval of the stockholders of the Company: (a) modify the
class of persons who constitute Eligible Directors as defined in the Plan; or
(b) increase the total number of Shares available under the Plan. In addition,
without the consent of affected participants, no amendment of the Plan or any
award under the Plan may impair the rights of participants under outstanding
awards.
(b) Listing and Registration. If at any time the Board shall determine,
in its discretion, that the listing, registration or qualification of the Shares
under the Plan upon any securities exchange or under any state or Federal law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of any award
hereunder, no Shares may be delivered or disposed of unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Board.
(c) Award Agreements. Each award of Restricted Stock and Stock Option
granted hereunder shall be evidenced by the Eligible Director's written
agreement with the Company which shall contain such terms and conditions not
inconsistent with the provisions of the Plan as shall be determined by the Board
in its discretion.
