<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1997
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
----------------
PFIZER INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-5315170
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
----------------
PFIZER CANADA INC. SAVINGS AND INVESTMENT 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)
COPIES TO:
MARGARET M. FORAN
PFIZER INC.
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(212) 573-2323
(TELEPHONE NUMBER OF AGENT FOR SERVICE)
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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 TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common Stock, $.05 par value ... 50,000 shs. $60.41 $3,020,500 $915.30
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(1) Estimated to calculate the registration fee based on the average of the
high and low prices of Pfizer Inc. Common Stock for New York Stock Exchange
Composite Transactions on September 19, 1997, as reported in The Wall
Street Journal.
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<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following are incorporated by reference:
. The Annual Report of Pfizer Inc. on Form 10-K for the year ended December
31, 1996,
. all other reports we filed under Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934,
. the description of our common stock contained in our Registration
Statement filed under Section 12 of the Securities Exchange Act of 1934,
. and any amendment or report filed to update such description.
All documents later filed by us under Section 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934, before we file a post-effective amendment
that indicates all securities offered have been sold or which deregisters all
securities that have not been sold, will be incorporated by reference and will
be a part of this filing from the date that document was filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities has been passed upon by Margaret M. Foran,
Esq., Senior Corporate Counsel and Assistant Secretary for the Company. Ms.
Foran beneficially owns 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 served 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.
II-1
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
EXHIBIT
5 Opinion and Consent of Margaret M. Foran, Esq., Senior Corporate
Counsel and Assistant Secretary.
23(b) Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
ITEM 9. UNDERTAKINGS
The Company 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) 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 about the plan of distribution
not already 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 a new registration
statement relating to the securities offered, and the offering of such
securities at that time will be viewed as the initial bona fide offering.
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the end 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 will be a new
registration statement relating to the securities offered, and the offering of
such securities at that time shall be viewed as the initial bona fide
offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant under 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
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-2
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SIGNATURES
UNDER THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING
ON FORM S-8 AND HAS CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE AUTHORIZED SIGNER IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON
THE 25TH DAY OF SEPTEMBER, 1997.
Pfizer Inc.
(Registrant)
/s/ William C. Steere, Jr.
By ______________________________________
William C. Steere, Jr., Chairman of
the Board and Chief Executive
Officer (Principal Executive
Officer)
UNDER 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/ William C. Steere, Jr. Chairman of the Board September 25,
- ------------------------------- and Chief Executive 1997
William C. Steere, Jr. Officer, Director
(Principal Executive
Officer)
/s/ David L. Shedlarz Senior Vice President September 25,
- ------------------------------- and Chief Financial 1997
David L. Shedlarz Officer (Principal
Financial Officer)
/s/ Herbert V. Ryan Vice President and September 25,
- ------------------------------- Controller (Principal 1997
Herbert V. Ryan Accounting Officer)
/s/ Michael S. Brown Director September 25,
- ------------------------------- 1997
Michael S. Brown
Director September ,
- ------------------------------- 1997
M. Anthony Burns
/s/ W. Don Cornwell Director September 25,
- ------------------------------- 1997
W. Don Cornwell
/s/ George B. Harvey Director September 25,
- ------------------------------- 1997
George B. Harvey
II-3
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SIGNATURE TITLE DATE
/s/ Constance J. Horner Director September 25,
- ------------------------------- 1997
Constance J. Horner
/s/ Stanley O. Ikenberry Director September 25,
- ------------------------------- 1997
Stanley O. Ikenberry
/s/ Harry P. Kamen Director September 25,
- ------------------------------- 1997
Harry P. Kamen
/s/ Thomas G. Labrecque Director September 25,
- ------------------------------- 1997
Thomas G. Labrecque
/s/ Henry A. McKinnell Director September 25,
- ------------------------------- 1997
Henry A. McKinnell
/s/ John F. Niblack Director September 25,
- ------------------------------- 1997
John F. Niblack
/s/ Ruth J. Simmons Director September 25,
- ------------------------------- 1997
Ruth J. Simmons
/s/ Jean-Paul Valles Director September 25,
- ------------------------------- 1997
Jean-Paul Valles
II-4
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EXHIBIT INDEX
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EXHIBIT
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5 Opinion and Consent of Margaret M. Foran, Esq., Senior Corporate Counsel and
Assistant Secretary
23(b) Consent of KPMG Peat Marwick LLP, independent certified public accountants
</TABLE>
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EXHIBIT 5
[LETTERHEAD OF MARGARET M. FORAN]
September 25, 1997
Pfizer Inc.
235 East 42nd Street
New York, New York 10017-5755
Pfizer Inc.:
In connection with the Registration Statement on Form S-8 relating to 50,000
shares of Common Stock of Pfizer Inc. under the Pfizer Canada Inc. Savings and
Investment Plan, it is my opinion that:
All necessary corporate proceedings have been taken to authorize the
issuance of the shares under the Plan, and all such shares, upon issuance in
accordance with 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
thought relevant and necessary as a basis for my opinion. I have relied on
such certificates in connection with the accuracy of actual matters contained
in such documents which were not independently established.
I consent to the use of this opinion in the Registration Statement and to
the reference to my name under the heading "Legal Opinion" in the Prospectus.
In giving such consent, I do not admit that I come within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, or the Rules and Regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Margaret M. Foran
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MARGARET M. FORAN
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EXHIBIT 23(b)
ACCOUNTANTS' CONSENT
The Board of Directors
Pfizer Inc.:
We consent to the use of our audit report dated February 27, 1997 on the
consolidated financial statements of Pfizer Inc. and subsidiary companies as
of December 31, 1996, 1995 and 1994, and for each of the years then ended,
incorporated in the Registration Statement on Form S-8 by reference.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New York, New York
September 25, 1997
