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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
450 5TH STREET N.W.
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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PFIZER SEIYAKU EMPLOYEE STOCK OWNERSHIP PLAN
(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)
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CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value . . . 200,000 shs. $ 61.56 $12,312,000.00 $ 4,245.68
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices of
Pfizer Inc. Common Stock for New York Stock Exchange Composite Transactions
on May 16, 1994, as reported in The Wall Street Journal.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The Annual Report of Pfizer Inc. (the "Company") on Form 10-K for the fiscal
year ended December 31, 1993, all other reports filed by the Company since the
end of 1993 pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934 and the description of the Company's common stock ("Common Stock")
contained in the Pfizer Inc. Registration Statement filed pursuant to Section
12 of the Securities Exchange Act of 1934, and any amendment or report filed
for the purpose of updating such description, are incorporated herein by
reference. All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, 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 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
Experts: Not applicable.
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 Common Stock and options to
purchase Common Stock granted under the Pfizer Inc. Stock and Incentive Plan.
Item 6. Indemnification of Directors and Officers
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 corporation, against all liability and
expenses (including, but not limited to, attorneys' fees and disbursements and
amounts paid in settlement or in satisfaction of judgments or as fines or
penalties) incurred or paid in connection with any action, suit or proceeding,
whether civil, criminal, administrative, investigative or otherwise, in which
he/she may be involved by reason of the fact that he/she serves or is serving
in these capacities, 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
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 for negligence or
misconduct in the performance of his or her duty to the corporation, except for
such expenses as the Court may allow. Any such person who has been wholly
successful on the merits or otherwise with respect to any such claim, action,
suit or proceeding or with respect to any claim, issue or matter therein, shall
be indemnified as of right against all expenses in connection therewith or
resulting therefrom.
Pursuant to Article V, Section 1 of its By-Laws, the Registrant shall
indemnify directors and officers to the fullest extent permitted by applicable
law as it presently exists or may hereinafter be amended. 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.
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Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit
4 Pfizer Seiyaku Employee Stock Ownership Plan.
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, independent certified public accountants.
Item 9. Undertakings
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 (1)(i) and (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 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 purposes 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.
(4) 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 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.
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.
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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 28th day of
April, 1994.
Pfizer Inc.
(Registrant)
By: /s/ WILLIAM C. STEERE, JR.
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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.
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SIGNATURES TITLE DATE
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/s/ WILLIAM C. STEERE, JR.
- -------------------------------------------- Chairman of the Board, Chief April 28, 1994
William C. Steere, Jr. Executive Officer, Director
(Principal Executive Officer)
/s/ HENRY A. MCKINNELL, JR.
- ------------------------------------------ Executive Vice President April 28, 1994
Henry A. McKinnell, Jr. (Principal Financial Officer)
/s/ HERBERT V. RYAN
- ------------------------------------------ Corporate Controller April 28, 1994
Herbert V. Ryan (Principal Accounting Officer)
/s/ EDWARD C. BESSEY
- ----------------------------------------- Director April 28, 1994
Edward C. Bessey
/s/ M. ANTHONY BURNS
- ------------------------------------------ Director April 28, 1994
M. Anthony Burns
/s/ WILLIAM J. CROWE, JR.
- ------------------------------------------ Director April 28, 1994
William J. Crowe, Jr.
/s/ GRACE J. FIPPINGER
- ------------------------------------------ Director April 28, 1994
Grace J. Fippinger
/s/ CONSTANCE J. HORNER
- ------------------------------------------ Director April 28, 1994
Constance J. Horner
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SIGNATURES TITLE DATE
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/s/ STANLEY O. IKENBERRY Director April 28, 1994
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Stanley O. Ikenberry
/s/ THOMAS G. LABRECQUE Director April 28, 1994
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Thomas G. Labrecque
/s/ JAMES T. LYNN Director April 28, 1994
- ------------------------------------------
James T. Lynn
/s/ PAUL A. MARKS Director April 28, 1994
- ------------------------------------------
Paul A. Marks
/s/ JOHN R. OPEL Director April 28, 1994
- ------------------------------------------
John R. Opel
/s/ EDMUND T. PRATT, JR. Director April 28, 1994
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Edmund T. Pratt, Jr.
/s/ FRANKLIN D. RAINES Director April 28, 1994
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Franklin D. Raines
/s/ FELIX G. ROHATYN Director April 28, 1994
- ------------------------------------------
Felix G. Rohatyn
/s/ JEAN-PAUL VALLES Director April 28, 1994
- ------------------------------------------
Jean-Paul Valles
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Exhibit Index
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Exhibit
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4 Pfizer Seiyaku Employee Stock Ownership Plan
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, independent certified public accountants
</TABLE>
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EXHIBIT 4
PFIZER SEIYAKU EMPLOYEE STOCK OWNERSHIP PLAN
The Pfizer Seiyaku Employee Stock Ownership Plan is sponsored by Pfizer
Seiyaku Co., Ltd. ("Pfizer Seiyaku"), P.O. Box 226 Mitsui Building, Shinjuku-ku,
Tokyo 160 Japan, a subsidiary of Pfizer Inc., a Delaware corporation (the
"Company"), having its principal office at 235 East 42nd Street, New York, New
York 10017, telephone number (212) 573-3600. The Pfizer Seiyaku Employee Stock
Ownership Plan is hereinafter referred to as the "Plan."
The parties to the Plan are Pfizer Seiyaku Co., Ltd. ("Pfizer Seiyaku") and
all employees of Pfizer Seiyaku who elect to participate in the Plan. Nomura
Securities Co., Ltd., 9-1 1-Chome, Nihonbashi-chuo-ku, Tokyo, 103 Japan, acts as
manager for the Plan ("Manager").
The purpose of the Plan is to help eligible employees build financial
assets by affording them the opportunity to make regular savings and investments
through payroll deductions in order to provide the opportunity for additional
security at retirement and also to provide them with a proprietary interest in
the continued growth and prosperity of the Company.
PLAN PROVISIONS
ERISA: The Plan is not subject to the Employee Retirement Income Security
Act of 1974, pursuant to Title I, part 3, Section 4 (b).
Association: The Pfizer Seiyaku Employee Stock Ownership Association (the
"Association") shall act on behalf of the plan participants in connection with
their participation in the Plan. The Association shall be governed by its Bylaws
and its regulations.
Participation in the Plan: All persons in the regular service of Pfizer
Seiyaku have been designated as eligible to participate in the Plan.
Participation in the Plan is entirely voluntary. An eligible employee may become
a member of the Plan by filing with the Association a letter authorizing Pfizer
Seiyaku to make payroll deductions, as provided in the Plan, between May 1 and
May 31 of 1993 or during such period in any subsequent year.
Employee Contributions: Each eligible employee who elects to participate
in the Plan contributes, through regular payroll deductions, a portion of his
regular earnings during the payroll period.
Those directors and employees who are annually compensated may make monthly
contributions to the Plan in amounts equal to no greater than 5% of one-twelfth
of their annual compensation, except that such amounts shall not include any
bonus payments. Contributions amounting to one thousand yen (Y 1,000) are
hereinafter referred to as a "Unit." The number of Units shall be predetermined
by the director or the employee.
All other employees may contribute each month, upon receipt of salary, an
amount equal to no greater than 5% of their base monthly salary, equivalent to
the value of Units as are predetermined by the employee. With respect to bonus
payments, employees may contribute up to three times the value of such number of
Units at the time they receive bonus payments, if any. Contributions from
bonuses are optional. The minimum contribution shall be five (5) Units per
month. The employee shall choose the number of Units to be contributed, subject
to the minimum and maximum restrictions imposed by the Plan.
Employee contributions are remitted to the Manager of the Plan on the day
when made, and are invested in shares of the Company's common stock (the
"Shares") by the Manager within three (3) business days after remittance.
A member may change the amount of his deduction at any time prior to May 31
of each year for contributions effective the following June, or prior to
November 30 of each year for contributions effective the following December.
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Employer Contributions: Pfizer Seiyaku contributes monthly an amount equal
to 17.6% of the total contributions made by its employees as grants-in-aid to
the Plan up to an individual employee level of 20 Units per month (Y20,000/mo)
and/or 60 Units per year from bonuses (Y60,000/yr). Such contributions are
allocated promptly to the account of each such participating employee.
The portion of the employee's contribution that exceeds 20 Units per month
and/or 60 Units per year from bonuses will not receive the 17.6% subsidy.
Full Withdrawal: A member wishing to withdraw his account in full may do
so at any time. The member is entitled to receive the Shares attributable to his
contributions plus the Shares attributable to Pfizer Seiyaku's contributions.
The member shall receive the cash value of any fractional share, less brokerage
commission and applicable transfer taxes.
A member who has made a full withdrawal from the Plan is ineligible to
participate in the Plan thereafter.
Upon full withdrawal, a member may sell his Shares through the Association
and the member shall bear all related costs.
An employee who terminates employment with Pfizer Seiyaku shall
automatically be fully withdrawn from the Plan.
Partial Withdrawal: When the equity holdings of a member exceed 50 Shares,
a member may make a partial withdrawal from the Plan at any time in an amount
not less than 50 Shares per withdrawal upon application to the President of the
Association. Upon partial withdrawal, a member may sell his Shares through the
Association and the member shall bear all related costs.
Assignment of Interest: The Plan provides that the benefits payable to a
member under the Plan may not be transferred or hypothecated.
Vesting of Employer Contributions: A member's interest in the
grants-in-aid contributed by Pfizer Seiyaku will be fully vested upon allocation
of such contributions to his account.
Suspension of Contributions: Upon written notification to the President of
the Association, a member may suspend his contributions at any time. A member
suspending his contributions under the Plan may recommence contributions at any
time upon written notification to the President of the Association.
Administration of the Plan: The Plan is administered by the President of
the Association, who is appointed by the Board of Directors of the Association.
The directors serve for a one-year term without compensation for such service.
The directors are elected by the members.
Administration and Investment of the Plan's Fund: The Association has
entered into an Agreement with the Manager for the Plan. The functions of the
Manager are to: receive contributions from participating employees and Pfizer
Seiyaku; use those contributions to purchase the Shares; allocate all earnings
of the Shares appropriate to the account of each member; handle the sale of such
stock as requested by members in accordance with the terms of the Plan; and give
each member a report semi-annually of the status of his account.
The Shares are purchased by the Manager on the open market at the
prevailing market price. All earnings of the Plan's fund, including dividends,
and stock splits, less all taxes levied or assessed against the Plan's fund, are
re-invested by the Manager in additional Shares. The compensation and expenses
of the Manager and the administrative expenses incurred in operating the Plan
(except the costs of settling a member's account upon full or partial
withdrawal, which shall be borne by such member) are borne by Pfizer Seiyaku.
Account Reports: Each member shall receive on a semi-annual basis a report
describing the status of his or her account.
Liens on the Plan's Fund: Under the Plan and contracts in connection
therewith, no person has or may create a lien on the fund established pursuant
to the Plan.
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Voting: Members of the Plan may instruct the Association's Board of
Directors how to vote their interest in their Shares at all Shareholders'
Meetings of the Company. The Board of Directors shall then inform the President
of the member's instructions, and the President shall so inform Nomura. The
Shares for which no instructions have been so received by the Board of Directors
shall be voted in accordance with the recommendations of the Company's Board of
Directors as set forth in the proxy material issued by management. Relevant
material transmitted to shareholders in connection with all matters to be voted
upon at any Shareholders' Meeting is transmitted to members of the Plan.
Forms: All notices and applications by members to the President of the
Association shall be made on a form to be prescribed by the President.
Termination and Extension of the Plan: Although Pfizer Seiyaku expects to
continue the Plan indefinitely, Pfizer Seiyaku may at any time amend, suspend or
discontinue the Plan in whole or in part. However, no part of the fund
established pursuant to the Plan, except any such part as is required to pay
brokerage fees, commissions, stock transfer taxes, and any other taxes on the
assets or income on the funds, shall ever be used for, or diverted to, purposes
other than for the exclusive benefit of the members of the Plan. Upon
termination of the Plan in whole or in part, each member affected thereby shall
receive the full value of his Shares in the Fund as though he had retired on the
date of such termination. No part of the assets in the fund established pursuant
to the Plan will at any time revert to Pfizer Seiyaku or the Company.
TAX CONSIDERATIONS
1. U.S. Tax Considerations
The Company is not subject to any federal income tax liability as a result
of the operation of the Plan. Pursuant to the U.S.-Japan income tax treaty,
dividend income remitted to Japanese employees is subject to a 15% withholding
tax. In addition, capital gains derived from the sale of securities are not
subject to tax unless the employee is a citizen or resident of the U.S. or has
established a substantial presence in the U.S.
2. Japanese Tax Considerations
Pfizer Seiyaku's contributions to the Plan and administrative costs are tax
deductible expenses in Japan and are treated as taxable income to the employees.
Capital gains are subject to income tax and to a local inhabitant tax at a total
rate of 26%.
3
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EXHIBIT 5
PFIZER INC.
235 East 42nd Street
New York, New York 10017-5755
May 19, 1994
Pfizer Inc.
235 East 42nd Street
New York, New York 10017-5755
Pfizer Inc.:
I refer to the Registration Statement on Form S-8 to be filed by you on or
about May 19, 1994 with the Securities and Exchange Commission, relating to
200,000 shares of Common Stock, $.10 par value, of Pfizer Inc. (the "Company"),
to be made available for issuance under the Pfizer Seiyaku Employee Stock
Ownership Plan (the "Plan").
It is my opinion that:
All necessary corporate proceedings have been duly taken to authorize the
issuance of the aforesaid shares under the Plan, and all such shares, upon
issuance in accordance with the terms of the Plan and upon full payment in cash
for such shares issued, 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 relating thereto. 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,
/S/ TERENCE J. GALLAGHER
TERENCE J. GALLAGHER, ESQ.
Vice President
Corporate Governance and Assistant Secretary
<PAGE> 1
EXHIBIT 15
ACCOUNTANTS' ACKNOWLEDGEMENT
The Board of Directors
Pfizer Inc.:
We hereby acknowledge the incorporation by reference of our report dated
May 17, 1994, included within the Quarterly Report on Form 10-Q of Pfizer Inc.
for the quarter ended April 3, 1994, in the Registration Statement on Form S-8,
dated May 19, 1994 (File No. 33- ).
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is
not considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
/S/ KPMG PEAT MARWICK
KPMG PEAT MARWICK
New York, New York
May 19, 1994
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Pfizer Inc.:
We consent to the use of our audit reports 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.
/S/ KPMG PEAT MARWICK
KPMG PEAT MARWICK
New York, New York
May 19, 1994
