<PAGE>
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
450 5TH STREET N.W.
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
PFIZER INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-5315170
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(Address of Principal Executive Offices)
-------------------
PFIZER INC. PERFORMANCE-CONTINGENT SHARE AWARD PROGRAM
(Full title of the Plan)
TERENCE J. GALLAGHER, ESQ.
PFIZER INC.
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(Name and address of agent for service)
(212) 573-2323
(Telephone number, including area code, of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value . . . 2,000,000 shs. $75.69 $151,380,000.00 $52,200.00
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based on the average of the high and low prices of
Pfizer Inc. Common Stock on the New York Stock Exchange Composite Tape on
December 15, 1994.
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
PROSPECTUS
PFIZER INC.
PFIZER INC. PERFORMANCE-CONTINGENT SHARE AWARD PROGRAM
----------
PFIZER INC., A DELAWARE CORPORATION (THE "COMPANY"), IS OFFERING 2,000,000
SHARES OF ITS COMMON STOCK, $.10 PAR VALUE PER SHARE (THE "COMMON STOCK"), TO
ELIGIBLE KEY EMPLOYEES OF THE COMPANY WHO HAVE BEEN OR MAY BE GRANTED
PERFORMANCE-CONTINGENT SHARE AWARDS (THE "PERFORMANCE-CONTINGENT SHARES")
PURSUANT TO THE PFIZER INC. PERFORMANCE-CONTINGENT SHARE AWARD PROGRAM
(THE "PROGRAM").
---------------
Pfizer Inc.'s Common Stock is listed on the New York Stock Exchange
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is December 20, 1994
<PAGE>
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission in Washington, D.C. at Room 1024, 450
Fifth Street N.W., Washington, D.C. 20549 and at the following Regional offices:
7 World Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the Commission
at the previously indicated address. The Company's securities are listed on the
New York Stock Exchange and reports, proxy statements and other information
concerning the Company can be inspected at the New York Stock Exchange, 20 Broad
St., New York, New York 10005.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, in connection
with the offer contained herein and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor the sale hereunder shall
under any circumstances create any implication that there has been no change in
the affairs of the Company since the date hereof.
The Company has filed with the Commission a registration statement on Form
S-8 (the "Registration Statement"), of which this Prospectus forms a part. Any
person receiving a copy of this Prospectus may obtain without charge, upon
request, a copy of the Registration Statement or any of the documents
incorporated by reference in the Registration Statement, or those documents
required to be made available pursuant to Rule 428(b) of the Securities Act of
1933, as amended. Requests should be directed to the Corporate Secretary, Pfizer
Inc., 235 East 42nd Street, New York, New York 10017, (212) 573-2323. All of
such documents are incorporated by reference in this Prospectus.
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
General Information........................................................................................ 4
The Program................................................................................................ 4
Administration......................................................................................... 4
Duration............................................................................................... 5
Employees Who May Participate.......................................................................... 5
Limitations on Awards.................................................................................. 5
Purchases of Common Stock for the Program.............................................................. 5
Determination of Corporate Performance Formula......................................................... 6
Forfeitures and Penalties.............................................................................. 6
Notification of Awards................................................................................. 6
Termination of Employment.............................................................................. 6
Compliance With Securities Laws........................................................................ 7
Amendment of Program................................................................................... 7
Assignment of Interest................................................................................. 7
Tax Consequences of Awards and Their Exercise.......................................................... 7
Legal Opinion.............................................................................................. 8
Experts.................................................................................................... 8
</TABLE>
3
<PAGE>
GENERAL INFORMATION
This Prospectus relates to shares of Common Stock issued or issuable
pursuant to the Program for the Company, having its principal office at 235 East
42nd Street, New York, New York 10017, telephone number (212) 573-2323. The
Program was initially adopted by the Board of Directors of the Company in
February of 1994 and became effective upon approval of the shareholders in April
of 1994.
The parties to the Program are the Company and the 200 most highly
compensated employees of the Company (the "Eligible Employees") who are eligible
to be granted the opportunity by the Executive Compensation Committee of the
Board of Directors of the Company (the "Committee") to participate in the
Program.
The purpose of the Program is to promote the retention of key employees, to
compensate such employees based on the Company's achievement of corporate
performance goals and to optimize employee motivation. The Program emphasizes
long-term compensation values over short-term pay opportunities and encourages
stock retention by the Company's key employees in the face of stock market
fluctuations.
This Prospectus is not available for resale of the securities described
herein by persons who are "affiliates" of the Company, as that term is defined
in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act").
The Program is not intended to be qualified under Section 401(a) of the
Internal Revenue Code and is not subject to the provisions of the Employment
Retirement Income Security Act of 1974.
THE PROGRAM
ADMINISTRATION:
Subject to the provisions of the Program, the Committee is authorized to
promulgate such rules and regulations, to make such determinations and to take
such action as it determines to be necessary or advisable for the proper
administration of the Program. In addition, the Committee has the exclusive
authority to determine which Eligible Employees, if any, are to be granted the
opportunity to earn Performance-Contingent Shares, the preestablishment of the
targets under the performance formula, the number of Performance-Contingent
Shares to be awarded, and the terms and conditions thereof.
The members of the Committee shall consist solely of two or more outside
directors, within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), and who meet the test of disinterested directors
within the meaning of Section 16b-3(d)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The members of the Committee are elected
annually by the Board of Directors of the Company. The Board may, by resolution
passed by a majority of the whole Board, remove any member and designate a
qualified director as a replacement member of the Committee.
4
<PAGE>
The members of the Committee presently are:
<TABLE>
<CAPTION>
NAME POSITION WITH COMPANY
- -------------------------- ----------------------------
<S> <C>
M. Anthony Burns Director
Thomas G. Labrecque Director
John R. Opel Director
</TABLE>
Eligible Employees may contact the Corporate Secretary of the Company, 235
East 42nd Street, New York, New York 10017, (212) 573-2323 to obtain additional
information about the Program and the Committee.
DURATION:
It is anticipated that the Program will remain in effect until all
Performance-Contingent Shares authorized to be issued under the Program are
awarded.
EMPLOYEES WHO MAY PARTICIPATE:
The 200 most highly compensated employees of the Company are eligible to be
granted the opportunity by the Committee to earn Performance-Contingent Shares
based upon the Company's achievement of predetermined corporate performance
goals over a five-year period except for the 1993 awards which provide for
shorter performance periods. The Eligible Employees may be granted the
opportunity by the Committee to participate in the Program. The Committee shall
select an Eligible Employee for participation under the Program (the
"Participant") by delivering to such employee, prior to the start of the
applicable five-year performance period or within the period described below in
the Section entitled "Determination of Corporate Performance Formula", an award
letter that specifies the objective performance goals and the number of
Performance-Contingent Shares to be awarded solely upon the attainment of such
goals (the "Award Letter").
LIMITATIONS ON AWARDS:
The total number of Performance-Contingent Shares to be awarded under the
Program is limited to 10 million shares. No Eligible Employee will be granted
Performance-Contingent Shares for more than 100,000 shares of the Company's
Common Stock in any year. The maximum number of Performance-Contingent Shares to
be awarded will be determined by the Committee each year prior to the start of
the corporate performance period or within the period described below in the
Section entitled "Determination of Corporate Performance Formula" and shall be
set forth in the Award Letter provided to each Participant.
PURCHASES OF COMMON STOCK FOR THE PROGRAM:
The Company is authorized to make purchases of Common Stock in the open
market or from the Company if treasury stock or authorized but unissued stock is
made available by the Company for such purchase, or from the trustee of any
trust established by the Company for the purpose of satisfying the Company's
obligations for the issuance of Common Stock under the Program. If Common Stock
is purchased from the Company, or from such trustee, its price shall be the mean
5
<PAGE>
between the highest and lowest prices at which the stock was traded on the New
York Stock Exchange on the day of purchase or, if not so traded, the mean
between the closing bid and asked price thereof on such Exchange on the day of
purchase. The Committee may also purchase such stock from private sources at a
cost not in excess of that at which such stock is available on the market. Any
usual and customary brokerage fees resulting from the purchase of Common Stock
under the Program shall be paid by the Company.
DETERMINATION OF CORPORATE PERFORMANCE FORMULA:
Awards of Performance-Contingent Shares are determined by a pre-established,
non-discretionary formula comprised of two performance criteria -- total
shareholder return (including reinvestment of dividends) and earnings per share
(as reported) -- measured point-to-point over the applicable performance period
relative to an industry peer index compiled by the Company (the "Peer Group").
Except as specified below, the awards under the Program will be based upon a
five-year performance period. The targets under the performance formula shall be
established by the Committee before the start of the performance period;
provided, however, the Committee may establish targets during the performance
period for "Covered Employees," as defined by, and in accordance with Internal
Revenue Service rules and regulations under Section 162(m) of the Code. In
addition, the Committee, in its discretion, may establish targets for employees
other than Covered Employees during the performance period at a time when the
outcome of such performance is substantially uncertain. The performance formula
weighs each criterion equally. To the extent that the Company's performance
exceeds the minimum of the performance range of the Peer Group in either or both
of the performance criteria, a varying amount of shares up to the maximum will
be earned, all as set forth in the Award Letter.
An interim phase-in period applies to the 1993 awards and is designed to
account for shorter performance periods within the full five-year period. The
1993 awards will be pro-rated as follows: 1993-94 -- 40% of awards; 1993-95 --
60% of awards; 1993-96 -- 80% of awards; and 1993-97 -- 100% of awards. Awards
made in 1994 and thereafter will be paid in the year following the final year of
the five-year period.
FORFEITURES AND PENALTIES:
The Participant will not receive any Performance-Contingent Shares in any
given year if the performance criteria set forth in the preceding section are
not met.
NOTIFICATION OF AWARDS:
The Award Letter, when issued by the Committee, shall specify the number of
Performance-Contingent Shares to be awarded to the Participant solely upon the
attainment of the objective performance goals.
TERMINATION OF EMPLOYMENT:
If a Participant is not employed at the end of the performance period due to
death, disability or termination of employment following a Change in Control, as
defined under the Pfizer Stock and
6
<PAGE>
Incentive Plan, a determination of shares payable, if any, to the Program
participant or his or her estate will be made on the basis of the Company's
performance during the full calendar years of the performance period that elapse
before the employee's termination of employment. The number of
Performance-Contingent Shares to be awarded shall be determined by multiplying
the Performance-Contingent Shares otherwise awardable by a fraction, the
numerator of which is the number of years completed during the performance
period before termination of employment (whole or partial), and the denominator
of which is five.
COMPLIANCE WITH SECURITIES LAWS:
With respect to Eligible Employees subject to Section 16 of the Exchange
Act, transactions under the Program are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Program or action by the Program administrators involving
such Eligible Employees is deemed not to comply with an applicable condition of
Rule 16b-3, such provision or action shall be deemed null and void as to such
Eligible Employees, to the extent permitted by law and deemed advisable by the
Program administrators.
Moreover, in the event the Program does not include a provision required by
Rule 16b-3 to be stated therein, such provision (other than one relating to
eligibility requirements or the price and amount of awards as applicable) shall
be deemed automatically to be incorporated by reference into the Program insofar
as Eligible Employees subject to Section 16 are concerned, with such
incorporation to be deemed effective as of the effective date of such Rule 16b-3
provision.
AMENDMENT OF PROGRAM:
The material provisions of the Program may only be amended by the holders of
a majority of the shares of the Company present, or represented, and entitled to
vote at a meeting duly held in accordance with the laws of the State of
Delaware.
ASSIGNMENT OF INTEREST:
The Program provides that until earned, the Performance-Contingent Shares
awarded to a Participant under the Program are not subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, nor are
such share awards subject to the debts, contracts, liabilities, engagement or
torts of any Participant or beneficiary, except as required by law.
TAX CONSEQUENCES OF AWARDS AND THEIR EXERCISE:
Set forth below is a brief summary, as of the date of this Prospectus, of
the principal Federal income tax consequences to participants and to the Company
of the awards provided for by the Program. Participants should consult their own
tax advisors with respect to these provisions and changes to them since the date
of this Prospectus and with respect to the tax treatment under the laws of any
state applicable to them upon receiving an award or transferring of shares
awarded under this Program.
7
<PAGE>
PERFORMANCE-CONTINGENT SHARE AWARDS:
The tax consequences incident to a Performance-Contingent Share award may
vary depending on the specific terms of the award. Generally, the grant of a
Performance-Contingent Share award will not result in taxable income to the
Participant at the time of the grant. However, the Participant will recognize
taxable income on the earlier of (i) actual receipt of compensation pursuant to
the award or (ii) the date such compensation is credited to the Participant's
account, or set apart for, or otherwise made available to, the participant. Such
compensation will not be deemed to be taxable if the Participant's control of
its receipt remains subject to substantial limitations or restrictions until
such limitations or restrictions lapse. Subject to the applicable provisions of
the Code, the Company will be entitled to a tax deduction in an amount equal to
the compensation realized by the Participant.
EMPLOYMENT TAXES:
Where compensation is recognized with respect to an award earned under the
Program, income taxes (and Social Security or other employment taxes) will be
withheld, where applicable, by the Company as though cash compensation had been
paid. For this purpose, a participant may be required to advance such taxes to
the Company if payroll withholding for such taxes is not feasible or permitted
by the terms of the award.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been passed
upon Terence J. Gallagher, Vice President Corporate Governance and Assistant
Secretary for the Company.
EXPERTS
The consolidated financial statements and schedules of the Company and
subsidiary companies as of December 31, 1993, 1992 and 1991 and for each of the
years then ended, incorporated by reference herein and elsewhere in the
Registration Statement have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP covering the December 31, 1993 and 1992
consolidated financial statements refers to the adoption of the provisions of
the Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions", and Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes", in 1992.
With respect to the unaudited interim information for the periods ended
April 3, 1994 and April 4, 1993, July 3, 1994 and July 4, 1993 and October 2,
1994 and October 3, 1993, incorporated by reference herein, the independent
certified public accountants have reported that they applied limited procedures
in accordance with professional standards for a review of such information.
However, their separate reports included in Pfizer's Quarterly Reports on Form
10-Q for the quarters ended April 3, 1994, July 3, 1994 and October 2, 1994, and
incorporated by reference herein, state that they did not
8
<PAGE>
audit and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
The accountants are not subject to the liability provisions of section 11 of the
Securities Act, for their reports on the unaudited interim financial information
because those reports are not a "report" or a "part" of the registration
statement prepared or certified by the accountants within the meaning of
sections 7 and 11 of the Securities Act.
* * * * * * * * * * * * * * * * * *
9
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Pfizer Inc. (the "Company") with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993;
(2) The Company's Quarterly Reports on Form 10-Q for the periods
ended April 2, July 3 and October 2, 1994;
(3) The Company's Current Reports on Form 8-K dated June 23, 1994 and
December 13, 1994; and
(4) The description of the Company's Common Stock set forth in the
Company's registration statement filed under the Exchange Act,
including all amendments and reports updating such description.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, and 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 also be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities offered hereby has been passed upon by
Terence J. Gallagher, Esq., Vice President Corporate Governance and Assistant
Secretary for the Company. Mr. Gallagher also beneficially owns certain
securities of the Company, including 100 shares of common stock held jointly
with his wife and options to purchase an additional 37,524 shares of common
stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article V, Section 1 of its By-laws, the Company shall
indemnify directors and officers who are or who have been made a party to or are
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the fullest extent permitted by
applicable law as it presently exists or may hereinafter be amended (discussed
below). The Company is insured against actions taken pursuant to its By-laws
and the directors and officers are insured directly at the Company's expense
against such liabilities for which indemnification is not made. The Company has
entered into agreements with its directors and certain of its officers requiring
the Company to indemnify such persons to the fullest extent permitted by the
Company's By-laws.
Section 145 of the General Corporation Law of Delaware permits a
corporation to indemnify any person who is or has been a director, officer,
employee or agent of the corporation or who is or has been serving as a
director, officer, employee or agent of another corporation, organization or
enterprise at the request of the
II-2
<PAGE>
corporation, against expenses (including attorneys' fees) judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his/her conduct was unlawful. In the case of a claim, action, suit or
proceeding made or brought by or in the right of the corporation to procure a
recovery or judgment in its favor, the corporation shall not indemnify such
person in respect of any claim, issue or matter as to which such person has been
adjudged to be liable to the corporation unless the Court determines that such
person is fairly and reasonably entitled to indemnity for such expenses as the
Court may allow. Any such person who has been wholly successful on the merits
or otherwise in defense of any action, suit or proceeding referred to above, or
in defense of any such claim, action, suit or proceeding or with respect to any
claim, issue or matter therein, shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him or her in connection
therewith or resulting therefrom. Expenses (including attorney's fees) incurred
by an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such officer or director to repay such
amount if it is ultimately determined that he or she is not entitled to be
indemnified by the corporation. Expenses incurred by other employees and agents
of the corporation also may be advanced to such employee or agent upon such
terms and conditions, if any, as the board of directors deems appropriate. The
indemnification and advancement of expenses are not deemed to be exclusive of
any other rights to which those seeking indemnification or advancement or
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
Item 8. EXHIBITS
EXHIBIT
4 Pfizer Performance-Contingent Share Award Program.
5 Opinion of Counsel re: legality.
15 Accountants' Acknowledgement.
23(a) Consent of Counsel is included in Exhibit 5.
23(b) Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
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;
II-3
<PAGE>
(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 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the 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.
II-4
<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-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 12th day of
December, 1994.
PFIZER INC.
(Registrant)
By: /s/ William C. Steere, Jr.
------------------------------------------
WILLIAM C. STEERE, JR., CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ William C. Steere, Jr. Chairman of the Board, Chief December 12, 1994
- ----------------------------
William C. Steere, Jr. Executive Officer, Director
(Principal Executive Officer)
/s/ Henry A. McKinnell, Jr. Executive Vice President December 12, 1994
- ---------------------------
Henry A. McKinnell, Jr. (Principal Financial Officer)
/s/ Herbert V. Ryan Controller December 12, 1994
- ---------------------------
Herbert V. Ryan (Principal Accounting Officer)
/s/ Edward C. Bessey Director December 12, 1994
- ---------------------------
Edward C. Bessey
/s/ M. Anthony Burns Director December 12, 1994
- ---------------------------
M. Anthony Burns
/s/ Grace J. Fippinger Director December 12, 1994
- ---------------------------
Grace J. Fippinger
II-5
<PAGE>
SIGNATURES TITLE DATE
- ---------------------------- Director December , 1994
George B. Harvey
/s/ Constance J. Horner Director December 12, 1994
- ---------------------------
Constance J. Horner
/s/ Stanley O. Ikenberry Director December 12, 1994
- ---------------------------
Stanley O. Ikenberry
/s/ Thomas G. Labrecque Director December 12, 1994
- ---------------------------
Thomas G. Labrecque
/s/ James T. Lynn Director December 12, 1994
- ---------------------------
James T. Lynn
/s/ Paul A. Marks Director December 12, 1994
- ---------------------------
Paul A. Marks
/s/ John R. Opel Director December 12, 1994
- ---------------------------
John R. Opel
/s/ Edmund T. Pratt, Jr. Director December 12, 1994
- ---------------------------
Edmund T. Pratt, Jr.
/s/ Franklin D. Raines Director December 12, 1994
- ---------------------------
Franklin D. Raines
/s/ Felix G. Rohatyn Director December 12, 1994
- ---------------------------
Felix G. Rohatyn
/s/ Jean-Paul Valles Director December 12, 1994
- ---------------------------
Jean-Paul Valles
II-6
<PAGE>
Exhibit Index
EXHIBIT
4 Pfizer Inc. Performance-Contingent Share Award Program
5 Opinion of Counsel re: legality
15 Accountants' Acknowledgement
23(a) Consent of Counsel is included within Exhibit 5
23(b) Consent of KPMG Peat Marwick LLP, independent certified public
accountants
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EXHIBIT 4
PFIZER INC.
PERFORMANCE-CONTINGENT SHARE AWARD PROGRAM
1. PURPOSE: The Performance-Contingent Share Award Program is designed to
promote the retention of key employees, to compensate such employees based on
the Company's achievement of corporate performance goals and to optimize
employee motivation. The Program emphasizes long-term compensation values over
short-term pay opportunities and encourages stock retention by the Company's key
employees in the face of stock market fluctuations.
2. DEFINITIONS:
Committee -- the Executive Compensation Committee of the Board of Directors
of the Company.
Company -- Pfizer Inc.
Peer Group -- an industry peer index compiled by the Company that currently
consists of the following companies: Abbott Laboratories, American Cyanamid
Co., American Home Products Corp., Baxter International Inc., Bristol-Myers
Squibb Company, Colgate-Palmolive Co., Johnson & Johnson, Eli Lilly and Company,
Merck and Co., Inc., Schering Plough Corp., Upjohn Co. and Warner-Lambert
Company.
Performance-Contingent Shares -- shares of the Company's common stock that
may be awarded under this Program to eligible employees of the Company. For
shares to be issued to any such employee, however, certain preestablished
Company performance criteria must be met.
Program -- the Performance-Contingent Share Award Program.
3. ELIGIBILITY: The 200 most highly compensated employees of the Company are
eligible to be granted the opportunity by the Committee to earn
Performance-Contingent Shares based upon the Company's achievement of
predetermined corporate performance goals over a five-year period except for the
1993 awards which provide for shorter performance periods.
4. PARTICIPATION: The Committee shall select an eligible employee for
participation under the Program by delivering to such employee, prior to the
start of the applicable five-year performance period or within the period
provided for under Section 6 below, an award letter that specifies the objective
performance goal and the number of Performance-Contingent Shares solely payable
upon the attainment of such goal.
5. AWARD OF PERFORMANCE-CONTINGENT SHARES: The total number of shares to be
awarded under the Program is limited to 10 million shares. No eligible employee
will be granted Performance-Contingent Shares for more than 100,000 shares of
the Company's common stock in any year. Actual awards will generally be a
fraction of the maximum and will be correlated with awards under the Company's
Stock and Incentive Plan. The maximum number of Performance-Contingent Shares to
be awarded will be determined by the Committee each year prior to the start of
the corporate performance period or within the period provided for under Section
6 below and shall be set forth in the award letter provided to each eligible
employee. Except for the 1993 awards, the awards hereunder will be based upon a
five-year performance period.
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6. DETERMINATION OF CORPORATE PERFORMANCE FORMULA: Awards of
Performance-Contingent Shares are determined by a preestablished,
non-discretionary formula comprised of two performance criteria -- total
shareholder return (including reinvestment of dividends) and earnings per share
(as reported) -- measured point-to-point over the applicable performance period
relative to the Peer Group. The targets under the performance formula shall be
established by the Committee before the start of the performance period;
provided, however, the Committee may establish targets during the performance
period for "Covered Employees," as defined by, and in accordance with, IRS rules
and regulations under Section 162(m) of the Internal Revenue Code of 1986, as
amended. In addition, the Committee, in its discretion, may establish targets
for employees other than Covered Employees during the performance period at a
time when the outcome of such performance is substantially uncertain. The
performance formula weighs each criterion equally. To the extent that the
Company's performance exceeds the low end of the range of performance of the
Peer Group in either or both of the performance criteria, a varying amount of
shares up to the maximum will be earned, all as set forth in the award letter.
An interim phase-in period applies to the 1993 awards and is designed to
account for shorter performance periods within the full five-year period. The
1993 awards will be pro-rated as follows: 1993-94 -- 40% of awards; 1993-95 --
60% of awards; 1993-96 -- 80% of awards; and 1993-97 -- 100% of awards. Awards
made in 1994 and thereafter will be paid in the year following the final year of
the five-year period.
7. ADMINISTRATION OF THE PROGRAM: The Program is administered by the
Committee (consisting solely of two or more outside directors, within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and
disinterested directors within the meaning of Section 16b-3(c)(2)(i) of the
Securities Exchange Act of 1934, as amended). In addition to preestablishing
the targets under the performance formula and the number of shares awardable to
each participant, the Committee must certify in writing prior to payment of the
shares that the performance goals and other material terms of payment were, in
fact, satisfied.
8. TERMINATION OF EMPLOYMENT: If a Program participant is not employed at
the end of the performance period due to death, disability or termination of
employment following a Change in Control, as defined under the Pfizer Stock and
Incentive Plan, a determination of shares payable, if any, to the Program
participant or his or her estate will be made on the basis of the Company's
performance during the full calendar years of the performance period that elapse
before the employee's termination of employment. The number of
Performance-Contingent Shares to be awarded shall be determined by multiplying
the Performance-Contingent Shares otherwise awardable by a fraction, the
numerator of which is the number of years completed during the performance
period before termination of employment (whole or partial), and the denominator
of which is five.
9. COMPLIANCE WITH SECURITIES LAWS: With respect to eligible employees subject
to Section 16 of the Securities Exchange Act of 1934, as amended, transactions
under the Program are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act. To the extent any provision of the
Program or action by the Program administrators involving such eligible
employees is deemed not to comply with an applicable condition of Rule 16b-3,
such provision or action shall be deemed null and void as to such eligible
employees, to the extent permitted by law and deemed advisable by the Program
administrators.
Moreover, in the event the Program does not include a provision required by
Rule 16b-3 to be stated therein, such provision (other than one relating to
eligibility requirements or the price and amount of awards as applicable) shall
be deemed automatically to be incorporated by reference into the Program insofar
as eligible employees subject to Section 16 are concerned, with such
incorporation to be deemed effective as of the effective date of such Rule 16b-3
provision.
10. AMENDMENT OF PROGRAM: The material provisions of the Program may only be
amended by the holders of a majority of the shares of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with the
laws of the State of Delaware.
11. APPROVAL OF PROGRAM: The material terms of the Program are subject to
approval by the holders of a majority of the shares of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with the
laws of the State of Delaware.
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EXHIBIT 5
PFIZER INC.
235 East 42nd Street
New York, New York 10017
December 20, 1994
Pfizer Inc.
235 East 42nd Street
New York, New York 10017
Pfizer Inc.:
I refer to the Registration Statement on Form S-8 to be filed by you on or about
December 20, 1994 with the Securities and Exchange Commission, relating to
2,000,000 shares of Common Stock, $.10 par value, of Pfizer Inc. (the
"Company"), to be purchased pursuant to the Pfizer Inc. Performance-Contingent
Share Award Program (the "Program").
It is my opinion that:
All necessary corporate proceedings have been duly taken to authorize the
issuance of the aforesaid shares under the Program, and all such shares, upon
issuance in accordance with the terms of the Program, will be validly issued and
outstanding and fully paid and non-assessable.
In preparing this opinion, I have examined certificates of public officials,
certificates of officers and copies certified to my satisfaction of such
corporate documents and records of the Company and such other papers as I have
deemed relevant and necessary as a basis for my opinion. I have relied, to the
extent that I deem such reliance proper, upon such certificates with respect to
the accuracy of actual matters contained therein which were not independently
established.
I hereby consent to the use of this opinion in the above-mentioned Registration
Statement and to the reference to my name under the heading "Legal Opinion" in
the Prospectus constituting a part of such Registration Statement. In giving
such consent, I do not hereby admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Terence J. Gallagher
Vice President Corporate Governance
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EXHIBIT 15
ACCOUNTANTS' ACKNOWLEDGEMENT
Pfizer Inc.
New York, New York
Re: Registration Statement No. 33-
With respect to the subject Registration Statement on Form S-8 of Pfizer Inc.,
we acknowledge our awareness of the use therein of our reports dated May 17,
1994, August 15, 1994 and November 14, 1994 relating to our reviews of interim
financial information.
Pursuant to Rule 436(c) under the Securities Act, such reports are not
considered a part of a Registration Statement prepared or certified by an
accountant or reports prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
Very truly yours,
KPMG PEAT MARWICK LLP
New York, New York
December 20, 1994
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Pfizer Inc.
Re: Registration Statement No. 33-
We consent to the use of our audit report dated February 24, 1994 on the
consolidated financial statements and schedules of Pfizer Inc. and subsidiary
companies as of December 31, 1993, 1992 and 1991 and for each of the years then
ended, incorporated herein by reference, and to the reference to our firm under
the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
New York, New York
December 20, 1994
