<PAGE>
As filed with the Securities and Exchange Commission on March 24, 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
Sparks, Maryland (Zip Code)
(Address of Principal Executive Offices)
1999 EMPLOYEES STOCK PURCHASE PLAN
DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTIONS
(Full title of plans)
Robert W. Skelton
Vice President and General Counsel
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 41,250 shs. $29.0625
(no par value)
Common Stock Non-Voting 804,500 shs. $29.0625 $24,579,609 $6,833.13
</TABLE>
* Represents the aggregate number of shares available at March 17, 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 closing
price of the common stock of the Registrant on March 17, 1999 ($29.0625 per
share). In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the 1999 Employees Stock Purchase Plan described
herein.
<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 1999 Employees
Stock Purchase Plan or the Directors' Non-Qualified Stock Option 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 24th
day of March, 1999.
McCORMICK & COMPANY, INCORPORATED
By: /s/ ROBERT J. LAWLESS
-----------------------------------
Robert J. Lawless
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.
<TABLE>
<CAPTION>
Principal Executive Officer:
<S> <C> <C>
/s/Robert J. Lawless President & March 24, 1999
- -------------------- Chief Executive Officer
Robert J. Lawless
Principal Financial Officer
/s/Francis A. Contino Executive Vice President & March 24, 1999
- -------------------- Chief Financial Officer
Francis A. Contino
Principal Accounting Officer
/s/J.Allan Anderson Vice President & March 24, 1999
- -------------------- Controller
J. Allan Anderson
</TABLE>
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.
<TABLE>
<S> <C> <C> <C>
By: /s/Robert W. Skelton Attorney-in-fact March 24, 1999
Robert W. Skelton
</TABLE>
<PAGE>
THE 1999 EMPLOYEES STOCK PURCHASE PLAN. Pursuant to the requirements of the
Securities Act of 1933, the 1999 Employees Stock Purchase 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 24th day of March, 1999.
1999 EMPLOYEES STOCK PURCHASE PLAN
By: Compensation Committee of the Board of Directors
By: /s/Robert W. Skelton
----------------------
Robert W. Skelton
Attorney-in-Fact
THE DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN. Pursuant to the requirements of
the Securities Act of 1933, the Directors' Non-Qualified Stock Option 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 24th day of March, 1999
DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
By: Board of Directors
By: /s/Robert W. Skelton
--------------------
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.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein and in the
Prospectus pertaining to the 1999 Employees Stock Purchase Plan and the
Directors' Non-Qualified Stock Option Plan of McCormick & Company, Incorporated
of our report dated January 18, 1999, with respect to the consolidated financial
statements of McCormick & Company, Incorporated 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.
Baltimore, Maryland ERNST & YOUNG LLP
March 24, 1999
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT REFERENCES
<S> <C> <C>
(4) Instruments defining the rights of
security holders, including indentures
Restatement of Charter of McCormick &
Company, Incorporated dated April 16,1990,
(See Exhibit #4, Registration Statement on Form S-8,
Registration No. 33-39582 filed March 25, 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.
</TABLE>
<PAGE>
EXHIBIT 5
March 24, 1999
Board of Directors
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152
Re: Registration Statement on Form S-8 dated March 24, 1999
I am Vice President and General Counsel for McCormick & Company,
Incorporated (the "Company"). I have reviewed and am familiar with the 1999
Employees Stock Purchase Plan and the Directors' Non-Qualified Stock Option Plan
(the "Plans"), the non-qualified stock options proposed to be granted by the
Company on March 17, 1999 and described in the Form S-8 Registration Statement
("Non-Qualified Stock Options"), the Stock Option Form evidencing the option
grant to John G. McCormick (the "Stock Option Form") the Charter and the By-Laws
of the Company, the corporate proceedings relating to the adoption of the Plans
and the granting of options thereunder, and to the granting of the Non-Qualified
Stock Options and the Stock Option Form 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 and Common
Stock Non-Voting under the Plans and offered pursuant to the Non-Qualified Stock
Options and Stock Option Form.
I have assumed for purposes of this opinion that all of the shares
issued or to be issued pursuant to the Plans, the Non-Qualified Stock Options
and the Stock Option Form have been or will be newly issued shares. In my
opinion, the shares offered and sold pursuant to the Plans, the Non-Qualified
Stock Options and the Stock Option Form upon issuance and delivery by the
Company upon exercise of options granted pursuant to the Plans, the
Non-Qualified Stock Options and the Stock Option Form and receipt the Company of
the subscription prices as therein provided, 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 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 1999 Employee Stock
Purchase Plan, the Directors' Non-Qualified Stock Option Plan, and non-qualified
options offered by the Company, 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:
March 17, 1999 /s/ Robert J. Lawless
---------------------------------------
Robert J. Lawless
President, Chief Executive Officer &
Chief Operating Officer
(Principal Executive Officer & Director)
March 17, 1999 /s/ Francis A. Contino
---------------------------------------
Francis A. Contino
Executive Vice President &
Chief Financial Officer
(Principal Financial Officer & Director)
March 17, 1999 /s/ J. Allan Anderson
---------------------------------------
J. Allan Anderson
Vice President & Controller
(Principal Accounting Officer)
March 17, 1999 /s/ James T. Brady
---------------------------------------
James T. Brady, Director
March 17, 1999 /s/Robert G. Davey
---------------------------------------
Robert G. Davey, Director
March 17, 1999 /s/ Edward S. Dunn, Jr.
---------------------------------------
Edward S. Dunn, Jr., Director
<PAGE>
March 17, 1999 /s/ Freeman A. Hrabowski, III
---------------------------------------
Freeman A. Hrabowski, III, Director
March 17, 1999 /s/ Carroll D. Nordhoff
---------------------------------------
Carroll D. Nordhoff, Director
March 17, 1999 /s/ Robert W. Schroeder
---------------------------------------
Robert W. Schroeder, Director
March 17, 1999 /s/ William E. Stevens
---------------------------------------
William E. Stevens, Director
March 17, 1999 /s/ Karen D. Weatherholtz
---------------------------------------
Karen D. Weatherholtz, Director
<PAGE>
