<PAGE>
As filed with the Securities and Exchange Commission on December 21, 1999
Registration No. 33-_____
Securities and Exchange Commission
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MCCORMICK & COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
MARYLAND 52-0408290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18 Loveton Circle 21152
(Address of Principal Executive Offices) (Zip Code)
MCCORMICK & COMPANY, INCORPORATED
DEFERRED COMPENSATION PLAN
(Full title of plan)
Robert W. Skelton
Vice President, General Counsel & Secretary
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152
(410) 771-7563
(Name, address and telephone of agent for service)
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered* Per Share* Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock 100,000 shares $29.47 $2,947,000 $819.27
(no par value)
</TABLE>
* Represents the aggregate number of shares available at December 21,
1999 for issuance under the Plans with the estimated offering price and
registration fee, calculated in accordance with Rule 457 (c) and (h), based upon
the average of the high and low price of the common stock of the Registrant on
December 17, 1999 ($29.47).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATIOn*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents or designated portions thereof are incorporated
herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1998, and all other reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
November 30, 1998;
(ii) The Company's Form 10 Registration Statement dated April 29,
1965 (Registration Statement File Number 0-748) registering stock
pursuant to Section 12(g) of the Securities and Exchange Act of 1934,
as amended by Form 8 filed on August 16, 1988 with the Commission,
which describes the Company's Securities; and
(iii) All documents filed by the Company or the McCormick & Company,
Incorporated Deferred Compensation Plan pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent
to the filing of this Registration Statement, and prior to the filing
of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be
a part hereof from the date of filing of such documents. Any
statement shall be deemed to be modified or superseded to the extent
that a statement contained in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such prior statement. The documents required
to be so modified or superseded shall not be deemed to constitute a
part of this Registration Statement, except as so modified or
superseded.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legal validity of the issuance of the shares of Common Stock and Common
Stock Non-Voting offered by the Prospectus has been passed upon by Robert W.
Skelton, Vice President and General Counsel of the Company. As of December 31,
1998, the record date for the 1999 Annual Meeting of Stockholders, Mr. Skelton
owned 34,493 shares of the Company's Common Stock and 18,781 shares of Common
Stock Non-Voting, which includes shares of Common Stock and Common Stock
Non-Voting beneficially owned by Mr. Skelton alone or jointly with his spouse
and children who have the same home as Mr. Skelton. It also includes shares
which could be acquired within 60 days of December 31, 1998 pursuant to the
exercise of stock options and shares beneficially owned by virtue of his
participation in the McCormick Profit Sharing Plan. Ernst & Young LLP,
independent auditors, have no reportable interest in the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Company's By-Laws and the Maryland General Corporation Law, the
directors and officers of the Company may be entitled to indemnification in
respect to threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative ("proceedings") to
which they are made a party by reason of their position as a director or officer
of the Company. In the case of conduct in their official capacity with the
Company, directors and officers will be entitled to indemnification so long as
they acted in good faith and in a manner which they reasonably believed was in
the best interests of the Company, and in all other cases they will be entitled
to indemnification so long as they acted in good faith and in a manner that was
at least not opposed to the best interests of the Company. In the case of
criminal proceedings, the director or the officer also must have had no
reasonable cause to believe that the conduct was unlawful.
If the director or officer is successful on the merits or otherwise in the
defense of any proceedings, the director or officer will be entitled to
indemnification against reasonable expenses incurred in connection with the
proceedings regardless of whether the foregoing standards are met. In addition,
a court of competent jurisdiction may order indemnification if it determines
that the director or officer has met the foregoing standards, or even if not, if
it determines that the director or officer is entitled to indemnification in
view of all the relevant circumstances.
Any indemnification required or permitted by the Company's By-Laws and the
Maryland General Corporation Law may be against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director or officer
in connection with the proceeding. However, if the proceeding is by or in the
right of the Company, indemnification may be made only against expenses and may
not be made in respect of any proceeding in which the director or officer is
adjudged to be liable to the Company.
<PAGE>
Under the Company's Charter, the monetary liability of directors and
officers to the Company or its stockholders is eliminated except for, and to the
extent of, actual receipt of an improper benefit in money, property or services,
or in respect to an adjudication based upon a finding of active and deliberate
dishonesty material to the cause of action adjudicated.
The Company also maintains for the benefit of its directors and officers
insurance covering certain liabilities asserted against or incurred by such
persons in their capacity as, or as a result of their position of, director or
officer of the Company. This insurance may afford protection for liabilities not
subject to indemnification under the Company's By-Laws and the Maryland General
Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
A. 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 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, 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 the 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 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
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.
<PAGE>
C. 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 questions 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
THE REGISTRANT. 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 Baltimore, and the State of Maryland, on the 21st
day of December, 1999.
McCORMICK & COMPANY, INCORPORATED
By: ___________________________
Robert J. Lawless
Chairman, President & 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.
Principal Executive Officer:
___________________________ Chairman, President & December 21, 1999
Robert J. Lawless Chief Executive Officer
Principal Financial Officer
_________________________ Executive Vice President & December 21, 1999
Francis A. Contino Chief Financial Officer
Principal Accounting Officer
___________________________ Vice President & December 21, 1999
J. Allan Anderson Controller
<PAGE>
A majority of the Board of Directors:
JAMES T. BRADY, FRANCIS A. CONTINO, ROBERT G. DAVEY, EDWARD S. DUNN, JR.,
FREEMAN A. HRABOWSKI, III, ROBERT J. LAWLESS, CARROLL D. NORDHOFF, ROBERT W.
SCHROEDER, WILLIAM E. STEVENS AND KAREN D. WEATHERHOLTZ.
By: ___________________________ Attorney-in-fact December 21, 1999
Robert W. Skelton
THE MCCORMICK & COMPANY, INCORPORATED DEFERRED COMPENSATION PLAN. Pursuant to
the requirements of the Securities Act of 1933, the McCormick & Company,
Incorporated Deferred Compensation Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Baltimore, and the State of Maryland, on the 21st
day of December, 1999.
MCCORMICK & COMPANY, INCORPORATED DEFERRED COMPENSATION PLAN
By: Plan Committee
(Executive Committee)
By: ___________________________
Robert W. Skelton
Attorney-in-Fact
CONSENT OF COUNSEL
The consent of Robert W. Skelton, Esquire is included in the opinion
filed as Exhibit 5 to the Registration Statement.
<PAGE>
EXHIBIT INDEX
EXHIBIT REFERENCES
------- ----------
(4) Instruments defining the rights of Restatement of Charter of McCormick
security holders, including & Company, Incorporated dated April
16, 1990, (See Exhibit #4,
Registration Statement on S-8, (See
Exhibit #4, Registration Statement
on Restatement of Charter of
McCormick & Company, Incorporated
dated April 16, 1990, (See Exhibit
#4, Registration Statement on Form
S-, Registration No. 33-39582 filed
March 25, agrees to furnish a copy
of any such instrument upon request
of the Commission. 1991), as amended
by the Articles of Amendment dated
April l, 1992 (See Exhibit #4,
Registration Statement on Form S-8,
Registration No. 33-59842 filed
March 19, 1993). No instrument of
Registrant with respect to long-term
debt involves an amount of
authorized securities which exceeds
10 percent of the total assets of
the Registrant and its subsidiaries
on a consolidated basis. Registrant
agrees to furnish a copy of any such
instrument upon request of the
Commission.
(5) Opinion re: legality Opinion of Robert W. Skelton,
Esquire, attached.
(15) Letter re: unaudited, interim Not applicable.
financial information
(23) Consents of experts and counsel See "Consent of Independent
Auditors" and Exhibit #5
(24) Power of Attorney Attached.
<PAGE>
Exhibit 5
December 21, 1999
Board of Directors
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152
Re: Registration Statement on Form S-8 dated December 21, 1999
I am Vice President, General Counsel and Secretary of McCormick &
Company, Incorporated (the "Company"). I have reviewed and am familiar with the
McCormick & Company, Incorporated Deferred Compensation Plan (the "Plan"), the
Charter and the By-Laws of the Company, the corporate proceedings relating to
the adoption of the Plan, and the Registration Statement on Form S-8 being filed
with the Securities and Exchange Commission under the Securities Act of 1933 in
the matter of the offering of shares of Common Stock under the Plan.
In my opinion, the shares offered and sold pursuant to the Plan, upon
issuance and delivery by the Company pursuant to the Plan, will be legally and
validly authorized and issued and will be fully paid and non-assessable in the
hands of the holders thereof.
I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement.
Very truly yours,
Robert W. Skelton
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein pertaining to the
McCormick & Company, Incorporated Deferred Compensation Plan of our report
dated January 18, 1999, with respect to the consolidated financial statements
of McCormick & Company, Incorporated by reference in its Annual Report on
Form 10-K for the year ended November 30, 1998 and the related financial
statement schedules included therein filed with the Securities and Exchange
Commission.
ERNST & YOUNG
Baltimore, Maryland
December 21, 1999
<PAGE>
Exhibit 24
MCCORMICK & COMPANY, INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of McCORMICK & COMPANY, INCORPORATED, a Maryland corporation, hereby
constitute and appoint ROBERT J. LAWLESS, CARROLL D. NORDHOFF and ROBERT W.
SKELTON., and each of them, the true and lawful agents and attorneys-in-fact of
the undersigned with full power and authority in said agents and
attorney-in-fact, and in any one or more of them, to sign for the undersigned,
and in their respective names as officers and directors of the Company, a
registration statement of the Company on Form S-8 to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, and to any amendment or amendments to such registration
statement, in the matter of shares offered under the McCormick & Company,
Incorporated Deferred Compensation Plan, hereby ratifying and confirming all
acts taken by such agents and attorney-in-fact, or any one or more of them, as
herein authorized.
Dated:
December 20, 1999 _________________________________
Robert J. Lawless
Chairman, President & Chief Executive Officer
(Principal Executive Officer & Director)
December 20, 1999 _________________________________
Francis A. Contino
Executive Vice President &
Chief Financial Officer
(Principal Financial Officer & Director)
December 20, 1999 _________________________________
J. Allan Anderson
Vice President & Controller
(Principal Accounting Officer)
December 20, 1999 _________________________________
James T. Brady, Director
<PAGE>
December 20, 1999 ______________________________
Robert G. Davey, Director
December 20, 1999 ________________________________
Edward S. Dunn, Jr., Director
December 20, 1999 _________________________________
Freeman A. Hrabowski, III, Director
December 20, 1999 _________________________________
Carroll D. Nordhoff, Director
December 20, 1999 _________________________________
Robert W. Schroeder, Director
December 20, 1999 _________________________________
William E. Stevens, Director
December 20, 1999 _________________________________
Karen D. Weatherholtz, Director
