As filed with the Securities and Exchange Commission on August 10, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Philip Morris Companies Inc.
(Exact name of registrant as specified in its charter)
Virginia 13-326-245
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
120 Park Avenue
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
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2000 Performance Incentive Plan
2000 Stock Compensation Plan for Non-Employee Directors
(Full titles of the plans)
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G. PENN HOLSENBECK
Vice President, Associate General Counsel and Corporate Secretary
PHILIP MORRIS COMPANIES INC.
120 Park Avenue
New York, New York 10017
(Name and address of agent for service)
(917) 663-5000
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered Title of Plan registered per share(1) price(1) fee
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<S> <C> <C> <C> <C> <C>
Common Stock, $0.33 1/3 2000 Performance Incentive Plan 120,000,000 shs. (2) $26.28125 $3,153,750,000.00 $832,590.00
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Common Stock, $0.33 1/3 2000 Stock Compensation Plan for 1,000,000 shs. (2) $26.28125 $ 26,281,250.00 $ 6,938.25
Non-Employee Directors
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Total 121,000,000 shs. (2) $26.28125 $3,180,031,250.00 $839,528.25
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low prices for the Common Stock reported
in the consolidated reporting system on August 4, 2000.
(2) Plus such additional shares as may be issued by reason of stock
splits, stock dividends or similar transactions.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange Commission (the
"Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Philip Morris Companies Inc. (the
"Company") with the Commission (File No. 1-8940) are incorporated herein by
reference and made a part hereof: (i) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form 8-B, dated July
1, 1985, as amended by Amendment No. 1 on Form 8, dated April 27, 1989; (ii) the
Company's Annual Report on Form 10-K for the year ended December 31, 1999; (iii)
the Company's Current Reports on Form 8-K, dated January 26, 2000 and June 25,
2000; and (iv) the Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 2000 and June 30, 2000.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date of the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Virginia Stock Corporation Act (the "Virginia Act") permits the
Company to indemnify its officers and directors in connection with certain
actions, suits and proceedings brought against them if they acted in good faith
and believed their conduct to be in the best interests of the Company and, in
the case of criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The Virginia Act requires such indemnification when a
director entirely prevails in the defense of any proceeding to which he was a
party because he is or was a director of the Company, and further provides that
the Company may make any other or further indemnity (including indemnity with
respect to a proceeding by or in the right of the Company), and may make
additional provision for advances and reimbursement of expenses, if authorized
by its articles of incorporation or stockholder-adopted by-laws, except an
indemnity against willful misconduct or a knowing violation of the criminal law.
The Virginia Act establishes a statutory limit on liability of officers and
directors of the Company for damages assessed against them in a suit brought by
or in the right of the Company or brought by or on behalf of stockholders of the
Company and authorizes the Company, with stockholder approval, to specify a
lower monetary limit on liability in the Company's articles of incorporation or
by-laws; however, the liability of an officer or director shall not be limited
if such officer or director engaged in willful misconduct or a knowing violation
of the criminal law or of any federal or state securities law. The Company's
articles of incorporation provide that an officer or director or former officer
or director of the Company shall be indemnified to the full extent permitted by
the Virginia Act as currently in effect or as hereafter amended in connection
with any action, suit or proceeding brought by or in the right of the Company or
brought by or on behalf of stockholders of the Company. The Company's articles
of incorporation further provide for the limitation or elimination of the
liability of an officer or director or former officer or director of the Company
for monetary damages to the Company or its stockholders in any action, suit or
proceeding, to the full extent permitted by the Virginia Act as currently in
effect or as hereafter amended. In addition, the Company carries insurance on
behalf of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 2000 Performance Incentive Plan (filed as Exhibit A to the
Company's proxy statement dated March 10, 2000, and
incorporated herein by reference).
4.2 2000 Stock Compensation Plan for Non-Employee Directors (filed
as Exhibit B to the Company's proxy statement dated March 10,
2000, and incorporated herein by reference).
4.3 Restated Articles of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the period ended March 31, 1997, and incorporated herein by
reference).
4.4 By-Laws, as amended, of the Company (filed as Exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 2000, and incorporated herein by reference).
5 Opinion of Hunton & Williams as to the legality of the
securities being registered (filed herewith).
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP (filed herewith).
24 Powers of Attorney executed by Elizabeth E. Bailey, Geoffrey
C. Bible, Harold Brown, Jane Evans, J. Dudley Fishburn, Robert
E. R. Huntley, Billie Jean King, John D. Nichols, Lucio A.
Noto, John S. Reed, Carlos Slim Helu and Stephen M. Wolf
(filed herewith).
3
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are 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, as amended (the
"Securities Act");
(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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Section 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, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, 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.
4
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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 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, State of New York, on the 10th day of
August, 2000.
PHILIP MORRIS COMPANIES INC.
By: /s/ GEOFFREY C. BIBLE
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Geoffrey C. Bible,
Chairman of the Board
and Chief Executive Officer
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/ GEOFFREY C. BIBLE Director, Chairman of the August 10, 2000
------------------------------------ Board and Chief
(Geoffrey C. Bible) Executive Officer
/S/ LOUIS C. CAMILLERI Senior Vice President and August 10, 2000
------------------------------------ Chief Financial Officer
(Louis C. Camilleri)
/S/ JOSEPH A. TIESI Vice President and August 10, 2000
------------------------------------ Controller
(Joseph A. Tiesi)
Elizabeth E. Bailey, Harold Brown,
Jane Evans, J. Dudley Fishburn,
Robert E. R. Huntley, Billie Jean
King, John D. Nichols, Lucio A. Noto,
John S. Reed, Carlos Slim Helu and
Stephen M. Wolf Directors
By: /s/ LOUIS C. CAMILLERI August 10, 2000
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(Louis C. Camilleri, Attorney-in-fact)
5
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EXHIBIT INDEX
Exhibit No. Description
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4.1 2000 Performance Incentive Plan (filed as Exhibit A to the
Company's proxy statement dated March 10, 2000, and
incorporated herein by reference).
4.2 2000 Stock Compensation Plan for Non-Employee Directors (filed
as Exhibit B to the Company's proxy statement dated March 10,
2000, and incorporated herein by reference).
4.3 Restated Articles of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the period ended March 31, 1997, and incorporated herein by
reference).
4.4 By-Laws, as amended, of the Company (filed as Exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 2000, and incorporated herein by reference).
5 Opinion of Hunton & Williams as to the legality of the
securities being registered (filed herewith).
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP (filed herewith).
24 Powers of Attorney executed by Elizabeth E. Bailey, Geoffrey
C. Bible, Harold Brown, Jane Evans, J. Dudley Fishburn, Robert
E. R. Huntley, Billie Jean King, John D. Nichols, Lucio A.
Noto, John S. Reed, Carlos Slim Helu and Stephen M. Wolf
(filed herewith).
6
