As filed with the Securities and Exchange Commission on September __, 2000.
Registration No. 333-______
================================================================================
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------
MAYTAG CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 42-0401785
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
403 WEST FOURTH STREET NORTH
NEWTON, IOWA 50208
(Address of Principal Executive Offices)
2000 EMPLOYEE STOCK INCENTIVE PLAN AND
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plans)
FREDERICK G. WOHLSCHLAEGER Telephone number,
SENIOR VICE PRESIDENT, including area code,
GENERAL COUNSEL of agent for service:
AND SECRETARY (641) 787-7040
MAYTAG CORPORATION
403 WEST FOURTH STREET NORTH
NEWTON, IOWA 50208
(Name and Address of Agent For Service)
--------------------------------------------------------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.25, 3,966,000 Shares $30.96875 $122,822,063 $32,426
including Preferred Stock
Purchase Rights (3,4)
------------------------------------------------------------------------------------------------------
1 An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the plans become operative.
2 Estimated solely for the purpose of calculating the registration fee in
accordance with rule 457(c) and (h) under the Securities Act of 1933 on the
basis of the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on September 26, 2000.
3 Prior to the occurrence of certain events, the Preferred Stock Purchase
Rights will not be evidenced separately from the Common Stock.
4 Includes an indeterminate number of interests related to the Common Stock to
be issued under the plans, all of which are generally nontransferable,
including stock options and stock equivalents.
--------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents are incorporated by reference into
this Registration Statement:
(1) The Annual Report of Maytag Corporation (the
"Company") on Form 10-K for the fiscal year ended December 31, 1999 which has
heretofore been filed by the Company with the Securities and Exchange Commission
(the "Commission") pursuant tot he Securities Exchange Act of 1934, as amended
(the "1934 Act").
(2) The Company's Quarterly Report on Form 10-Q for
the quarter period ended March 31, 2000 which has heretofore been filed by the
Company with the Commission pursuant to the 1934 Act.
(3) The Company's Quarterly Report on Form 10-Q for
the quarter period ended June 30, 2000 which has heretofore been filed by the
Company with the Commission pursuant to the 1934 Act.
(4) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the 1934 Act.
(5) The description of the Company's Preferred Stock
Purchase Rights contained in the Company's Registration Statement on Form 8-A,
as amended, filed with the Commission pursuant to Section 12 of the 1934 Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrants pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the registrants' Annual Reports covering such year shall
not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Reports.
Any statement contained in an Incorporated Document 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 Incorporated Document modifies or 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. Description of Securities.
-------------------------
The securities to be offered are registered under Section
12(b) of the 1934 Act.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law and the
By-laws of the Company provide for indemnification of directors and officers for
expenses (including reasonable amounts paid in settlement) incurred in defending
actions brought against them.
<PAGE>
The Company's Restated Certificate of Incorporation contains a
provision that eliminates, to the fullest extent permitted by Delaware law, the
personal liability of each director of the Company to the Company and its
shareholders for monetary damages for certain breaches of fiduciary duty. This
provision does not affect the director's liability for monetary damages for
breaches of the duty of loyalty, actions or omissions not in good faith, knowing
violation of law or intentional misconduct, willful or negligent conduct in
approving an unlawful dividend, stock repurchase or redemption or obtaining
improper personal benefits, nor does this provision eliminate the ability to
bring suit to rescind a transaction or to enjoin a proposed transaction from
occurring. In addition, this provision applies only to claims against a director
arising out of his role as a director and not, if he is also an officer, his
role as an officer or in any other capacity, nor to his responsibilities under
any other law, such as the federal securities laws.
The By-laws of the Company provide that directors and officers
shall be indemnified and held harmless by the Company to the fullest extent
permitted by the laws of Delaware as the same now or hereafter exist.
The Company maintains directors and officers liability
insurance covering all directors and officers of the Company against claims
arising out of the performance of their duties.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Reference is made to the Exhibit Index.
Item 9. Undertakings.
------------
The registrants hereby undertake:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "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) That, for the purposes of determining any liability under
the Act, 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 pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
(4) 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.
(5) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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
<PAGE>
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the undersigned 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 Newton, State of Iowa, on the 26th day
of September, 2000.
MAYTAG CORPORATION
By: /s/ Lloyd D. Ward
-------------------------------------
Lloyd D. Ward
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Maytag
Corporation, hereby severally constitute Frederick G. Wohlschlaeger and Patricia
Martin, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable Maytag Corporation to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 26th day of September, 2000.
Signature Title
--------- -----
/s/ Lloyd D. Ward
_________________________________ Chairman, Chief Executive Officer, and
Lloyd D. Ward Director (Principal Executive Officer)
/s/ Frederick G. Wohlschlaeger
_________________________________ Acting Chief Financial Officer
Frederick G. Wohlschlaeger (Principal Financial Officer)
/s/ Steven H. Wood
_________________________________ Vice President, Financial Reporting and
Steven H. Wood Audit (Principal Accounting Officer)
<PAGE>
/s/ Barbara R. Allen
_________________________________ Director
Barbara R. Allen
/s/ Howard L. Clark, Jr.
_______________________________ Director
Howard L. Clark, Jr.
/s/ Lester Crown
_________________________________ Director
Lester Crown
/s/ Wayland R. Hicks
_________________________________ Director
Wayland R. Hicks
/s/ William T. Kerr
_________________________________ Director
William T. Kerr
/s/ Bernard G. Rethore
_________________________________ Director
Bernard G. Rethore
/s/ W. Ann Reynolds
_________________________________ Director
W. Ann Reynolds
/s/ John A. Sivright
_________________________________ Director
John A. Sivright
/s/ Neele E. Stearns, Jr.
_________________________________ Director
Neele E. Stearns, Jr.
/s/ Fred G. Steingraber
_________________________________ Director
Fred G. Steingraber
/s/ Carole J. Uhrich
_________________________________ Director
Carole J. Uhrich
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
5 Opinion (including consent) of McDermott, Will & Emery.*
23.1 Consent of Ernst & Young LLP.*
*Filed herewith
