As filed with the Securities and Exchange Commission on August 18, 2000.
Registration No. 333-42660
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
MINNESOTA MINING AND MANUFACTURING COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 41-0417775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3M Center
St. Paul, Minnesota 55144
(651) 733-1110
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
------------------
Roger P. Smith, Secretary
Minnesota Mining and Manufacturing Company
3M Center
St. Paul, Minnesota 55144
(651) 733-1110
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______________
If this form is a post-effective amendment filed pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Proposed Proposed
Title of Each Class Number of shares Maximum Maximum Amount of
of Securities To be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value of 128,994 $88.9375 $11,472,403 $3,028.71
$0.01 per share
==================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457 solely for the purposes of
calculating the registration fee, based on the average of the high and low
sales prices for the common stock reported on the New York Stock Exchange
on July 25, 2000.
================================================================================
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
SUBJECT TO COMPLETION, DATED AUGUST 18, 2000
MINNESOTA MINING AND MANUFACTURING COMPANY
128,994 SHARES
COMMON STOCK
This prospectus relates to the public offering, which is not being
underwritten, of 128,994 shares of our common stock, par value $0.01 per share.
Selling stockholders named in this document together with any of their pledgees,
donees, transferees or other successors in interest that receive such shares as
a gift, partnership distribution or other non-sale related transfer are
collectively known as the selling stockholders. Selling stockholders may offer
the shares from time to time.
The prices at which such selling stockholders may sell the shares will
be determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
We originally issued the shares in connection with an Asset Purchase
Agreement between StreamWorks International Inc., a Washington corporation and
us, dated May 19, 2000. We issued the shares pursuant to an exemption from the
registration requirements of the Securities Act of 1933 (the "Securities Act"),
provided under its Section 4(2). We are registering the shares pursuant to the
Asset Purchase Agreement.
Our common stock is listed on the New York, Chicago, Pacific and Swiss
stock exchanges under the symbol "MMM." On July 25, 2000, the average of the
high and low price
2
<PAGE>
for the common stock on the New York Stock Exchange was $88.9375.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
--------------------
The date of this prospectus is August 18, 2000.
TABLE OF CONTENTS
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Page
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The Company 3
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Risk Factors 4
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Where You Can Find Additional Information 5
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Use of Proceeds 6
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Plan of Distribution 6
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Selling Stockholders 8
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Description of Capital Stock 9
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Legal Matters 11
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Experts 11
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. NO
ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAT THE DATE ON THE
FRONT OF THE DOCUMENTS.
THE SHARES OF COMMON STOCK ARE NOT BEING OFFERED IN ANY JURISDICTION
WHERE THE OFFER IS NOT PERMITTED.
THE COMPANY
3M was incorporated in 1929 under the laws of the State of Delaware to
continue operations, begun in 1902, of a Minnesota corporation of the same name.
3M's principal executive offices are located at 3M Center, St. Paul, Minnesota
55144 (telephone: 651-733-1110).
3M is an integrated enterprise characterized by substantial
intercompany cooperation in research, manufacturing and marketing of products.
3M's business has developed from its research and technology in coating and
bonding for coated abrasives, the company's original product. Coating and
bonding is the process of applying one material to another, such as abrasive
granules to paper or cloth (coated abrasives), adhesives to a backing
(pressure-sensitive tapes), ceramic coating to granular mineral (roofing
granules), glass beads to plastic backing (reflective sheeting), and low-tack
adhesives to paper (repositionable notes).
3M is among the leading manufacturers of products for many of the
markets it serves. In all cases, 3M products are subject to direct or indirect
competition. Most 3M products
3
<PAGE>
involve expertise in product development, manufacturing and marketing, and are
subject to competition from products manufactured and sold by other technically
oriented companies.
Our strategic business units have been aggregated into six reportable
segments: Industrial Markets, Health Care Markets, Transportation, Graphics and
Safety Markets, Consumer and Office Markets, Electro and Communications Markets
and Specialty Markets. These segments bring together common or related 3M
technologies, enhancing the development of innovative products and services and
providing for efficient sharing of business resources. These segments have
worldwide responsibility for virtually all 3M product lines. A few miscellaneous
businesses and staff-sponsored products, as well as various corporate assets and
corporate overhead expenses, are not assigned to the segments.
RISK FACTORS
An investment in our common stock involves a number of risks, some of
which could be substantial and are inherent in our businesses. You should
consider the following factors carefully before deciding to purchase shares of
our common stock. Additional risks not presently known to us or that we
currently deem immaterial may also impair our business operations. Actual future
results and trends may differ materially from historical results or those
anticipated depending on a variety of factors, including, but not limited to:
* The effects of, and changes in, worldwide economic conditions - We
operate in more than 60 countries and derive approximately 52% of
our revenues from sales outside the United States. Our business may
be affected by factors in other countries that are outside our
control, such as downturns in economic activity in a specific
country or region, the economic difficulties that occurred in Asia
in 1998 as an example; social, political or labor conditions in a
specific country or region; or potential adverse foreign tax
consequences.
* Foreign currency exchange rates and fluctuations in those rates -
Because we derive more than half of our revenues from sales outside
the United States, our ability to realize projected growth rates in
our sales and net earnings and our results of operations could be
adversely affected if the United States dollar strengthens
significantly against foreign currencies.
* The timing and market acceptance of our new product offerings - Our
growth objectives are largely dependent on our ability to renew our
pipeline of new products and to bring those products to market. This
ability may be adversely affected by difficulties or delays in
product development, such as the inability to: identify viable new
products; successfully complete clinical trials and obtain
regulatory approvals; obtain adequate intellectual property
protection; or gain market acceptance of new products.
* Raw materials, including shortages and increases in the costs of key
raw materials.
* Acquisitions, divestitures and strategic alliances - As part of our
strategy for growth, we have made and may continue to make
acquisitions, divestitures and strategic alliances. However, there
can be no assurance that these will be completed or beneficial to
us.
4
<PAGE>
* Legal proceedings (see discussion of Legal Proceedings in Part II,
Item 1 of our Quarterly Report Form 10-Q for the period ended March
31, 2000).
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). Our
SEC filings are available to the public over the Internet at the SEC's web site
at http://www.sec.gov. You may also read and copy any document we file with the
SEC at its public reference room located at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities. Our SEC filings
are also available at the office of the New York Stock Exchange. For further
information on obtaining copies of our public filings at the New York Stock
Exchange, you should call (212) 656-5060.
We "incorporate by reference" into this prospectus the information we
file with the SEC, which means we can disclose important information to you by
referring you to those documents filed separately with the SEC. The information
incorporated by reference is an important part of this prospectus. Some
information contained in this prospectus updates the information incorporated by
reference, and information that we file subsequently with the SEC will
automatically update this prospectus. In other words, in the case of a conflict
or inconsistency between information set forth in this prospectus and
information incorporated by reference into this prospectus, you should rely on
the information contained in the document that was filed later. We incorporate
by reference the documents listed below that we filed with the SEC (File No.
1-3285) and any filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") until our
offering is completed.
* Our Annual Report on Form 10-K for the year ended December 31, 1999,
including certain information in our Annual Report to Stockholders
for 1999.
* Our Proxy Statement dated March 26, 2000.
* Our Quarterly Reports Form 10-Q for the periods ended March 31, 2000
and June 30, 2000.
* Our Current Reports on Form 8-K filed on May 16, 2000 and July 27,
2000.
* Our Current Reports on Form 8-K filed on November 20, 1996 and on
July 27, 2000 pertaining to our bylaws and certificate of
incorporation, respectively.
You may request a free copy of these filings by writing to or
telephoning us at the following address:
Office of the Secretary
3M Center Bldg. 220-14W-06
St. Paul, MN 55144-1000
Phone: (651) 733-1529
Fax: (651) 733-2782
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<PAGE>
USE OF PROCEEDS
All net proceeds from the sale of the common stock covered by this
prospectus will go to the selling stockholders who offer and sell their shares.
We will not receive any proceeds from the sale of the common stock by the
selling stockholders.
PLAN OF DISTRIBUTION
3M is registering 128,994 shares of our common stock (the "Shares") on
behalf of the selling stockholders who may sell the Shares from time to time.
The selling stockholders will act independently of 3M in making decisions with
respect to the timing, manner and size of each sale. The sales may be made on
one or more exchanges or otherwise, at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
The selling stockholders may effect such transactions by selling the Shares to
or through broker-dealers. The Shares may be sold by one or more of, or a
combination of, the following:
* a block trade in which a broker-dealer will attempt to sell the
Shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction,
* purchases by a broker-dealer as principal and resale by such
broker-dealer for its account,
* ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
When selling the Shares, the selling stockholders may enter into
hedging transactions. For example, the selling stockholders may:
* enter into transactions involving short sales of the Shares by
broker-dealers;
* sell Shares short themselves and deliver the Shares registered
hereby to settle such short sales or to close out stock loans
incurred in connection with their short positions;
* enter into option or other types of transactions that require the
Selling Stockholder to deliver Shares to a broker-dealer or other
person, who will then resell or transfer the Shares under this
prospectus; or
* loan or pledge the Shares to a broker-dealer or other person, who
may sell the loaned shares or, in the event of default, sell the
pledged shares.
The selling stockholders may negotiate and pay broker-dealers or other
persons commissions, discounts or concessions for their services. Broker-dealers
or other persons engaged by the selling shareholders may allow other
broker-dealers or other persons to participate in resales. However, the selling
stockholders and any broker-dealers or such other persons involved in the sale
or resale of the Shares may qualify as "underwriters" within the meaning of the
Section 2(a)(11) of the Securities Act. In addition, the broker-dealers' or
their
6
<PAGE>
affiliates' commissions, discounts or concessions may qualify as underwriters'
compensation under the Securities Act. If the selling stockholders qualify as
"underwriters," they will be subject to the prospectus delivery requirements of
Section 5(b)(2) of the Securities Act.
In addition to selling their Shares under this prospectus, the selling
stockholders may:
* agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the Shares, including
liabilities arising under the Securities Act;
* transfer their Shares in other ways not involving market makers or
established trading markets, including directly by gift,
distribution, or other transfer; or
* sell their Shares under Rule 144 of the Securities Act rather than
under this prospectus, if the transaction meets the requirements of
Rule 144.
The selling stockholders have advised 3M that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the Shares and that there is no underwriter
or coordinating broker acting in connection with the proposed sale of Shares by
selling stockholders.
The Shares may be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the Shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market making activities with respect to our common stock for a period of one
business day prior to the commencement of such distribution. In addition, each
Selling Stockholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
Shares by the selling stockholders. 3M will make copies of this prospectus
available to the selling stockholders and has informed them of the need for
delivery of copies of this prospectus to purchasers at or prior to the time of
any sale of the Shares.
Additional information related to the selling stockholders and the plan
of distribution may be provided in one or more supplemental prospectuses.
3M will bear all costs, expenses and fees in connection with the
registration of the Shares. The selling stockholders will bear all commissions
and discounts, if any, attributable to the sales of the Shares.
7
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the number of Shares owned by the
selling stockholders. In the past three years, none of the selling stockholders
has had a material relationship with 3M, except that certain selling
stockholders have become non-officer employees of 3M after the acquisition of
StreamWorks International, Inc. pursuant to the Asset Purchase Agreement. No
estimate can be given as to the number of Shares that will be held by the
selling stockholders after completion of this offering because the selling
stockholders may offer all or some of the Shares and because the selling
stockholders have advised us that there currently are no agreements,
arrangements or understandings with respect to the sale of any of the Shares.
The Shares covered by this prospectus may be offered from time to time by the
selling stockholders named below.
--------------------------------------------- ----------------- ----------------
SELLING STOCKHOLDERS SHARES SHARES WHICH
BENEFICIALLY MAY BE SOLD
OWNED PRIOR TO PURSUANT TO THIS
THE OFFERING(1) PROSPECTUS(2)
--------------------------------------------- ----------------- ----------------
Robert L. Caldwell 39,352 39,352
--------------------------------------------- ----------------- ----------------
MFT Co. 10,135 10,135
--------------------------------------------- ----------------- ----------------
Nicholas Schmitt, Jr. 9,331 9,331
--------------------------------------------- ----------------- ----------------
Jeff & Connie Wieringa 5,805 5,805
--------------------------------------------- ----------------- ----------------
Gary A. Borger 2,915 2,915
--------------------------------------------- ----------------- ----------------
Christian Billard 1,843 1,843
--------------------------------------------- ----------------- ----------------
Jason Borger 1,457 1,457
--------------------------------------------- ----------------- ----------------
D.B. Dun, Inc. 1,152 1,152
--------------------------------------------- ----------------- ----------------
Michael L. Ewing 1,020 1,020
--------------------------------------------- ----------------- ----------------
Gary A. Loomis 1,822 1,822
--------------------------------------------- ----------------- ----------------
Nicholas B. Schmitt 583 583
--------------------------------------------- ----------------- ----------------
Peter N. Schmitt 583 583
--------------------------------------------- ----------------- ----------------
Dwight G. McMaster 10,162 10,162
--------------------------------------------- ----------------- ----------------
James P. Chamberlin 4,324 4,324
--------------------------------------------- ----------------- ----------------
James Klug 2,764 2,764
--------------------------------------------- ----------------- ----------------
Timothy J. McBean 437 437
--------------------------------------------- ----------------- ----------------
Kevin K. Stubbs 291 291
--------------------------------------------- ----------------- ----------------
Dan Dahl 583 583
--------------------------------------------- ----------------- ----------------
Jack Nicklaus 2,186 2,186
--------------------------------------------- ----------------- ----------------
SWI Washington Inc. 32,249 32,249
--------------------------------------------- ----------------- ----------------
TOTAL 128,994 128,994
--------------------------------------------- ----------------- ----------------
(1) Represents beneficial ownership of less than one percent of 3M's
outstanding capitalization.
(2) The registration statement of which this prospectus forms a part also
shall cover any additional shares of our common stock which become
issuable in connection with the Shares by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in the
number of 3M's outstanding shares of common stock.
8
<PAGE>
DESCRIPTION OF CAPITAL STOCK
GENERAL
Under our certificate of incorporation, we are authorized to issue
1,500,000,000 shares of common stock with a par value of $0.01 per share, and
10,000,000 shares of preferred stock without par value. The following
description of our capital stock is subject to and qualified in its entirety by
our certificate of incorporation and bylaws, which are incorporated by reference
in a registration statement of which this prospectus forms a part, and by the
provisions of applicable Delaware law.
COMMON STOCK
The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences that may be
applicable to any outstanding preferred stock, the holders of common stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the board of directors out of funds legally available for that
purpose. In the event of our liquidation, dissolution or winding up, the holders
of common stock are entitled to share ratably in all assets remaining after
payment of liabilities, subject to prior distribution rights of preferred stock,
if any, then outstanding. The holders of common stock have no preemptive or
conversion rights or other subscription rights. There are no redemption or
sinking fund provisions applicable to the common stock.
PREFERRED STOCK
The board of directors has the authority, without action by the
stockholders, to designate and issue preferred stock in one or more series and
to designate the rights, preferences and privileges of each series, which may be
greater than the rights of the common stock. It is not possible to state the
actual effect of the issuance of any shares of preferred stock upon the rights
of holders of the common stock until the board of directors determines the
specific rights of the holders of such preferred stock. However, the effects
might include, among other things:
* restricting dividends on the common stock;
* diluting the voting power of the common stock;
* impairing the liquidation rights of the common stock; or
* delaying or preventing a change in control of us without further
action by the stockholders.
No shares of preferred stock are outstanding, and we have no present
plans to issue any shares of preferred stock.
ANTI-TAKEOVER EFFECTS OF OUR CERTIFICATE AND BYLAWS AND DELAWARE LAW
Some provisions of Delaware law and our certificate of incorporation
and bylaws could make the following more difficult:
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* acquisition of us by means of a tender offer;
* acquisition of us by means of a proxy contest or otherwise; or
* removal of our incumbent officers and directors.
These provisions, summarized below, are expected to discourage coercive
takeover practices and inadequate takeover bids. These provisions are also
designed to encourage persons seeking to acquire control of us to first
negotiate with our board. We believe that these provisions give our board the
flexibility to exercise its fiduciary duties in a manner consistent with the
interests of our shareholders.
* ELECTION AND REMOVAL OF DIRECTORS. Our board of directors is divided
into three classes. The directors in each class will serve for a
three-year term, one class being elected each year by our
stockholders. This system of electing and removing directors may
discourage a third party from making a tender offer or otherwise
attempting to obtain control of us because it generally makes it
more difficult for stockholders to replace a majority of the
directors.
* STOCKHOLDER MEETINGS. Under our bylaws, only the board of directors
and the chairman of the board may call special meetings of
stockholders.
* REQUIREMENTS FOR ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATIONS AND
PROPOSALS. Our bylaws establish advance notice procedures with
respect to stockholder proposals and the nomination of candidates
for election as directors, other than nominations made by or at the
direction of the board of directors or a committee of the board of
directors.
* DELAWARE LAW. We are subject to Section 203 of the Delaware General
Corporation Law. In general, Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with
an "interested stockholder" for a period of three years following
the date the person became an interested stockholder, unless the
"business combination" or the transaction in which the person became
an interested stockholder is approved in a prescribed manner.
Generally, a "business combination" includes a merger, asset or
stock sale, or other transaction resulting in a financial benefit to
the interested stockholder. Generally, an "interested stockholder"
is a person who, together with affiliates and associates, owns or
within three years prior to the determination of interested
stockholder status, did own, 15% or more of a corporation's voting
stock. The existence of this provision may have an anti- takeover
effect with respect to transactions not approved in advance by the
board of directors, including discouraging attempts that might
result in a premium over the market price for the shares of common
stock held by stockholders.
* SUPERMAJORITY PROVISIONS. Absent prior board approval, our
certificate of incorporation requires approval by holders of at
least 80% of the outstanding common stock for merger, sale or
certain other business combinations.
* ELIMINATION OF STOCKHOLDER ACTION BY WRITTEN CONSENT. Our
certificate of incorporation eliminates the right of stockholders to
act by written consent without a meeting.
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* ELIMINATION OF CUMULATIVE VOTING. Our certificate of incorporation
and bylaws do not provide for cumulative voting in the election of
directors.
* UNDESIGNATED PREFERRED STOCK. The authorization of undesignated
preferred stock makes it possible for the board of directors to
issue preferred stock with voting or other rights or preferences
that could impede the success of any attempt to change control of
us. These and other provisions may have the effect of deferring
hostile takeovers or delaying changes in control or management of
us.
AMENDMENT OF CHARTER PROVISIONS. The amendment of certain of the above
provisions would require approval by holders of at least 80% of the outstanding
common stock.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Wells Fargo
Bank N.A. Shareowner Services.
LEGAL MATTERS
Gregg M. Larson, who is our Assistant General Counsel, or another one
of our lawyers, will issue an opinion about the validity of the shares offered
in this prospectus, as well as certain other legal matters. Mr. Larson
beneficially owns, or has options to acquire, a number of shares of our common
stock, which represents less than 1% of the total outstanding common stock.
EXPERTS
The audited financial statements incorporated into this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31, 1999
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent auditors, given on the authority of that firm as experts in
auditing and accounting.
Independent Auditors
With respect to our unaudited interim financial information for the
three-month periods ended March 31, 2000 and 1999 and June 30, 2000 and 1999,
incorporated by reference in this prospectus, PricewaterhouseCoopers LLP
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However their separate
report dated April 25, 2000 and July 26, 2000 incorporated by reference herein,
states that they did not audit and they do not express an opinion on that
unaudited interim financial information. Accordingly, the degree of reliance on
their report on such information should be restricted in light of the limited
nature of the review procedures applied. PricewaterhouseCoopers LLP is not
subject to the liability provisions of Section 11 of the Securities Act for
their report on the unaudited interim financial information because that report
is not a "report" or a "part" of the registration statement prepared or
certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11
of the Securities Act.
WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE A STATEMENT THAT DIFFERS FROM
WHAT IS IN THIS PROSPECTUS. IF ANY PERSON DOES MAKE A STATEMENT THAT DIFFERS
FROM WHAT IS IN THIS PROSPECTUS, YOU SHOULD NOT RELY ON IT. THIS PROSPECTUS IS
NOT AN OFFER TO SELL, NOR IS IT SEEKING AN OFFER TO BUY, THESE SECURITIES IN ANY
STATE IN WHICH THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION IN THIS
PROSPECTUS IS COMPLETE AND ACCURATE AS OF ITS DATE, BUT THE INFORMATION MAY
CHANGE AFTER THAT DATE.
------------------
11
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TABLE OF CONTENTS
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Page
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The Company 3
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Risk Factors 4
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Where You Can Find Additional Information 5
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Use of Proceeds 6
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Plan of Distribution 6
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Selling Stockholders 8
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Description of Capital Stock 9
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Legal Matters 11
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Experts 11
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MINNESOTA MINING AND
MANUFACTURING COMPANY
128,994 SHARES
OF COMMON STOCK
PROSPECTUS
AUGUST [ ], 2000
12
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection
with the offering described in this registration statement.
SEC registration fee........................................ $ 3,029
Legal fees and expenses..................................... 10,000
Auditors' fees and expenses................................. 3,000
Miscellaneous expenses...................................... 5,000
TOTAL.............................................. $21,029
Item 15. Indemnification of Directors and Officers.
Our Certificate of Incorporation eliminates the liability of directors
to the fullest extent permitted by the General Corporation Law of the State of
Delaware, which currently permits a corporation to eliminate the liability of a
director for monetary damages for breach of the duty of care, subject to
appropriate stockholder approval. In addition, our Bylaws contain provisions
entitling directors, officers, and employees to indemnification to the fullest
extent permitted by current Delaware law.
Item 16. Exhibits.
Exhibit Description
No.
2.1 Asset Purchase Agreement between Minnesota Mining and
Manufacturing Company and StreamWorks International Inc.
5.1 Opinion of Gregg M. Larson, Assistant General Counsel of 3M as
to the legality of the securities being registered and consent
to the use of the opinion in this registration statement.
15 Awareness letter of PricewaterhouseCoopers LLP (regarding
interim financial information).
Consents of counsel and experts:
23.1 (a) Gregg M. Larson (included in opinion filed as Exhibit 5.1)
23.2 (b) PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on page II-4 of this registration
statement)
Item 17. 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:
(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
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<PAGE>
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-3, Form S-8 or Form
F-3, 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 Exchange Act 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 that 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) 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
Exchange 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.
(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 Securities 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 against the Registrant 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 Securities Act and will be governed by the final adjudication
of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of the prospectus
filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.
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<PAGE>
(2) For the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, and State of Minnesota, on the 18th day of
August, 2000.
MINNESOTA MINING AND MANUFACTURING COMPANY
By LIVIO D. DESIMONE, CHAIRMAN OF THE BOARD
By /s/ Roger P. Smith
----------------------------------------------
Roger P. Smith, ATTORNEY-IN-FACT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned directors and the
Principal Financial and Accounting Officer of MINNESOTA MINING AND MANUFACTURING
COMPANY, a Delaware corporation, hereby constitute and appoint Livio D.
DeSimone, Robert J. Burgstahler, John J. Ursu, Roger P. Smith, Janet L. Yeomans
and Gregg M. Larson, or any of them, their true and lawful attorneys-in-fact and
agents, and each of them with full power to act without the others, for them and
in their name, place, and stead, in any and all capacities, to do any and all
acts and things and execute any and all instruments which said attorneys and
agents may deem necessary or desirable to enable MINNESOTA MINING AND
MANUFACTURING COMPANY to comply with the Securities Exchange Act of 1933, as
amended, to file a registration statement or statements covering not to exceed
150,000 shares of outstanding common stock of this Corporation which may be
issued in connection with the acquisition StreamWorks International, Inc. and
any and all registration and/or qualification (or exemption therefrom) of the
Corporation's common stock for issue, offer, sale, or trade under the Blue Sky
or securities laws of any of the states of the United States of America or the
District of Columbia and in connection therewith to prepare, execute, certify,
acknowledge, verify, deliver, file or cause to be published any applications,
reports, consents to service of process, appointments of attorneys to receive
service of process, and all other documents or instruments which may be required
under such laws, and to take any and all further action which they may deem
necessary or advisable in order to maintain such registration or qualification
for as long as they deem necessary or as required by law, and that this Board of
Directors hereby adopts the form of any and all resolutions required by any such
state authority to be filed in connection with any such application, report,
consent to service of process, appointment of attorneys to receive service of
process or other document or instrument if (1) in the opinion of the officer so
acting, the adoption of such resolution is necessary or advisable, and (2) the
Secretary evidences such adoption by filing with the minutes of this meeting
copies of such resolutions, which shall thereupon be deemed to be adopted by
this Board of Directors and incorporated in the minutes as part of this
resolution with the same force and effect as if presented and adopted at this
meeting.
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<PAGE>
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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ LIVIO D. DESIMONE CHAIRMAN OF THE BOARD, AUGUST 18, 2000
CHIEF EXECUTIVE OFFICER,
DIRECTOR
/s/ ROBERT J. BURGSTAHLER VICE PRESIDENT, PRINCIPAL AUGUST 18, 2000
FINANCIAL AND ACCOUNTING OFFICER
/s/ LINDA G. ALVARADO DIRECTOR AUGUST 18, 2000
/s/ RONALD O. BAUKOL DIRECTOR AUGUST 18, 2000
/s/ EDWARD A. BRENNAN DIRECTOR AUGUST 18, 2000
/s/ EDWARD M. LIDDY DIRECTOR AUGUST 18, 2000
/s/ AULANA L. PETERS DIRECTOR AUGUST 18, 2000
/s/ ROZANNE L. RIDGWAY DIRECTOR AUGUST 18, 2000
/s/ FRANK SCHRONTZ DIRECTOR AUGUST 18, 2000
/s/ F. ALAN SMITH DIRECTOR AUGUST 18, 2000
/s/ LOUIS W. SULLIVAN DIRECTOR AUGUST 18, 2000
Roger P. Smith, by signing his name hereto, does hereby sign this
document pursuant to powers of attorney duly executed by the other persons named
above, filed with the Securities and Exchange Commission, on behalf of such
other persons, all in the capacities and on the date stated, such persons being
a majority of the directors and the Principal Financial and Accounting Officer
of 3M.
/s/ Roger P. Smith
---------------------------------
Roger P. Smith, Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT EXHIBIT TITLE
NO.
2.1 Asset Purchase Agreement between Minnesota Mining and
Manufacturing Company and StreamWorks International Inc.
5.1 Opinion of Gregg M. Larson, Assistant General Counsel of 3M as
to the legality of the securities being registered and consent
to the use of the opinion in this registration statement.
15 Awareness Letter of PricewaterhouseCoopers LLP (regarding
interim financial information)
Consents of counsel and experts:
23.1 (a) Gregg M. Larson (included in opinion filed as Exhibit 5.1)
23.2 (b) PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on page II-4 of this registration
statement)
II-6
