<PAGE>
As filed with the Securities and Exchange Commission on August 31, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
Registration Statement
under
THE SECURITIES ACT OF 1933
____________
MERRILL LYNCH & CO., INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2740599
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4 World Financial Center
New York, New York 10080
(212) 449-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
____________
MERRILL LYNCH & CO., INC. 2001 DEFERRED COMPENSATION PLAN
FOR A SELECT GROUP OF ELIGIBLE EMPLOYEES
(Full title of the plan)
____________
Mark B. Goldfus, Esq.
Merrill Lynch & Co., Inc.
222 Broadway - 17th Floor
New York, New York 10038
(212) 670-0180
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to Proposed maximum offering Proposed maximum aggregate Amount of
to be registered be registered price per obligation offering price(2) registration fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Deferred Compensation $500,000,000 100% $500,000,000 $132,000
Obligations(1)
====================================================================================================================================
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of Merrill
Lynch & Co., Inc. to pay deferred compensation in the future in accordance with
the terms of the Merrill Lynch & Co., Inc. 2001 Deferred Compensation Plan for a
Select Group of Eligible Employees.
(2) Estimated solely for the purpose of determining the registration fee.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report of Merrill Lynch & Co., Inc. (the "Company") on Form 10-K
for the fiscal year ended December 31, 1999, Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2000 and June 30, 2000, and Current Reports on Form
8-K dated January 25, 2000, March 3, 2000, March 31, 2000, April 17, 2000, May
3, 2000, May 24, 2000, June 29, 2000, July 18, 2000, August 2, 2000, and August
4, 2000 filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act"), are incorporated by reference herein.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the securities registered pursuant to this
Registration Statement shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
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 or is
deemed to be incorporated by reference herein 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the Merrill Lynch & Co., Inc. 2001 Deferred Compensation Plan for a
Select Group of Eligible Employees (the "Plan"), the Company will provide
eligible employees the opportunity to agree to the deferral of a specified
percentage of their cash compensation. The obligations of the Company under such
agreements (the "Obligations") will be unsecured general obligations of the
Company to pay the deferred compensation in the future in accordance with the
terms of the Plan, and will rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.
However, because the Company is a holding company, the right of the Company, and
hence the right of creditors of the Company (including participants in the
Plan), to participate in any distribution of the assets of any subsidiary upon
its liquidation or reorganization or otherwise is necessarily subject to the
prior claims of creditors of the subsidiary, except to the extent that claims of
the Company itself as a creditor of the subsidiary may be recognized. In
addition, dividends, loans and advances from certain subsidiaries, including
Merrill Lynch, Pierce, Fenner & Smith Incorporated, to the Company are
restricted by net capital requirements under the Exchange Act, and under rules
of certain exchanges and other regulatory bodies.
The amount of compensation to be deferred by each participating employee
(each a "Participant") will be determined in accordance with the Plan based on
elections by each Participant. Each Obligation will be payable on a date
selected by each Participant in accordance with the terms of the Plan. The
Obligations will be indexed to one or more Benchmark Return Options individually
chosen by each Participant from a list of investment media. Each Participant's
Obligation will be adjusted to reflect the investment experience, whether
positive or negative, of the Selected Benchmark Return Options, including any
appreciation or depreciation. The Obligations will be denominated and be payable
in United States dollars.
2
<PAGE>
A Participant's right or the right of any other person to the Obligations
cannot be assigned, alienated, sold, garnished, transferred, pledged, or
encumbered except by a written designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution.
The Obligations are not subject to redemption, in whole or in part, prior
to the individual payment dates specified by each Participant, at the option of
the Company or through operation of a mandatory or optional sinking fund or
analogous provision. However, the Company reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall adversely affect the right of the Participant to the balance of his or her
deferred account as of the date of such amendment or termination.
The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations
and each Participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon default.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware, as
amended, provides that under certain circumstances a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the Company or is or was
serving at its request in such capacity in another corporation or business
association, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Article XIII, Section 2 of the Restated Certificate of Incorporation of
the Company provides in effect that, subject to certain limited exceptions, the
Company shall indemnify its directors and officers to the extent authorized or
permitted by the General Corporation Law of the State of Delaware. The directors
and officers of the Company are insured under policies of insurance maintained
by the Company, subject to the limits of the policies, against certain losses
arising from any claims made against them by reason of being or having been such
directors or officers. Like indemnification and insurance is also provided to
those employees of the Company who serve as administrators of the Plan. In
addition, the Company has entered into contracts with all of its directors
providing for indemnification of such persons by the Company to the full extent
authorized or permitted by law, subject to certain limited exceptions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5 Opinion of Brown & Wood LLP.
15 Letter re: unaudited interim financial information.
23(a) Consent of Brown & Wood LLP (included as part of Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on page 5).
3
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(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
Securities Act of 1933;
(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;
(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)(1)(i) and (a)(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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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 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) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, that is
incorporated by reference in this registration statement 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.
(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 provisions referred to in Item 6 of
this registration statement, 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 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.
4
<PAGE>
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 New York and State of New York on the 31st day of
August, 2000.
MERRILL LYNCH & CO., INC.
By: /s/ DAVID H. KOMANSKY
-----------------------------
David H. Komansky
(Chairman of the Board,
Chief Executive Officer and
Director)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David H. Komansky, Thomas H. Patrick, and Stephen
L. Hammerman, and each of them, his true and lawful attorneys-in-fact and
agents, 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 31st day of August, 2000.
<TABLE>
Signature Title
--------- -----
<S> <C>
/s/ DAVID H. KOMANSKY Chairman of the Board, Chief
------------------------------------------ Executive Officer and Director
(David H. Komansky)
/s/ THOMAS H. PATRICK Executive Vice President and
------------------------------------------ Chief Financial Officer (Principal
(Thomas H. Patrick) Financial Officer)
/s/ AHMASS L. FAKAHANY Senior Vice President and Controller
------------------------------------------ (Principal Accounting Officer)
(Ahmass L. Fakahany)
</TABLE>
5
<PAGE>
Signature Title
--------- -----
/s/ W.H. CLARK Director
------------------------------------------
(W.H. Clark)
/s/ JILL K. CONWAY Director
------------------------------------------
(Jill K. Conway)
/s/ STEPHEN L. HAMMERMAN Director
------------------------------------------
(Stephen L. Hammerman)
/s/ GEORGE B. HARVEY Director
------------------------------------------
(George B. Harvey)
/s/ WILLIAM R. HOOVER Director
------------------------------------------
(William R. Hoover)
/s/ ROBERT P. LUCIANO Director
------------------------------------------
(Robert P. Luciano)
/s/ DAVID K. NEWBIGGING Director
------------------------------------------
(David K. Newbigging)
/s/ AULANA L. PETERS Director
------------------------------------------
(Aulana L. Peters)
Director
------------------------------------------
(John J. Phelan, Jr.)
/s/ JOHN L. STEFFENS Director
------------------------------------------
(John L. Steffens)
6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
---------- ----------- ----
+ 5 Opinion of Brown & Wood LLP.
+ 15 Letter re: unaudited interim financial information.
+ 23(a) Consent of Brown & Wood LLP (included as part
of Exhibit 5).
+ 23(b) Consent of Deloitte & Touche LLP.
+ 24 Power of Attorney (included on page 5).
+ Filed herewith.
7
