As filed with the Securities and Exchange Commission on August 28, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 of incorporation) (I.R.S. Employer I.D. No.)
3M Center
St. Paul, Minnesota 55144
(651) 733-1528
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
1992 DIRECTORS STOCK OWNERSHIP PROGRAM of
MINNESOTA MINING AND MANUFACTURING COMPANY
(Full title of the plan)
Roger P. Smith, Secretary
Minnesota Mining and Manufacturing Company
3M Center
St. Paul, Minnesota 55144
Telephone: (651) 733-1528
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered (1) Price/share(2) Offering Price Fee
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Common, 400,000 $95.1875 $38,075,000 $10,051.80
Stock, $0.01 shares
par value/
share
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(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee. The price is based upon the average of the high and
low prices of the common stock on August 24, 2000, as reported on the New
York Stock Exchange Composite Tape.
This registration statement will become effective immediately upon filing
pursuant to Rule 462 of the Securities and Exchange Commission.
PART I - INFORMATION REQUIRED IN 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 a Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to
Part I of Form S-8.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant are incorporated herein by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended
March 31, 2000 and June 30, 2000.
(c) The Registrant's Current Reports on Form 8-K filed on May 16, 2000
and July 27, 2000.
(d) The Registrant's Current Reports on Form 8-K filed on November 20,
1996 and on July 27, 2000 pertaining to the Company's bylaws and certificate of
incorporation, respectively.
(e) The description of the Registrant's common stock contained in the
Registrant's registration statement on Form S-3 (file number 333-42660) filed
on July 31, 2000 as amended on August 18, 2000.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which 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 of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the shares of common stock to
which this Registration Statement relates have been passed upon by
Gregg M. Larson, our Assistant General Counsel. 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.
Item 6. Indemnification of Directors and Officers.
Registrant is incorporated under the laws of the State of Delaware. Section
145 ("Section 145") of the General Corporation Law of the State of Delaware, as
the same exists or may hereafter be amended (the "General Corporation Law"),
inter alia, provides that a Delaware corporation may indemnify any persons who
were, are or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Registrant's Bylaws, as amended, provide for the indemnification of
officers and directors to the fullest extent permitted by the General
Corporation Law.
All of Registrant's directors and officers will be covered by insurance
policies maintained by Registrant against certain liabilities for actions taken
in their capacities as such, including liabilities under the Securities Act of
1933, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
Exhibit Description
Number
4. The Registrant's 1992 Directors Stock Ownership Program
5. Opinion of Counsel re Legality
15. Awareness Letter of PricewaterhouseCoopers LLP (regarding
interim financial information).
23.1 Consent of Counsel included in Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP
24. Power of attorney (included on page II-4 of this registration
statement).
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:
(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-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
section 13 or section 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 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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.
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-8 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 28th day of
August, 2000.
MINNESOTA MINING AND MANUFACTURING COMPANY
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, and any rules, regulations, and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Act of not to exceed 400,000 shares of common stock of this
Corporation which may be offered for sale and/or the reoffer and resale under
the 1992 Directors Stock Ownership Program including specifically, but without
limiting the generality of the foregoing, power and authority to sign the name
of MINNESOTA MINING AND MANUFACTURING COMPANY, and the names of the undersigned
directors and Principal Financial and Accounting Officer to the registration
statement and to any instruments and documents filed as part of or in
connection with said registration statement or amendments thereto; and the
undersigned hereby ratify and confirm all that said attorneys and agents
shall do or cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
/s/ Livio D. DeSimone Chairman Of The Board; August 28, 2000
------------------------ Chief Executive Officer,
Livio D. DeSimone Director
/s/ Robert J. Burgstahler Vice President, August 28, 2000
------------------------- Finance
Robert J. Burgstahler
/s/ Ronald O. Baukol Director August 28, 2000
-----------------------------
Ronald O. Baukol
/s/ Edward A. Brennan Director August 28, 2000
-----------------------------
Edward A. Brennan
/s/ Aulana L. Peters Director August 28, 2000
-----------------------------
Aulana L. Peters
/s/ Rozanne L. Ridgway Director August 28, 2000
-----------------------------
Rozanne L. Ridgway
/s/ Frank Shrontz Director August 28, 2000
-----------------------------
Frank Shrontz
/s/ F. Alan Smith Director August 28, 2000
-----------------------------
F. Alan Smith
/s/ Louis W. Sullivan Director August 28, 2000
-----------------------------
Louis W. Sullivan
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, 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 the Company.
/s/ ROGER P. SMITH
Roger P. Smith, Attorney-in-Fact
