As filed with the Securities and Exchange Commission on April 23, 1998
Registration Statement No. 333-
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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 of Incorporation) (I.R.S. Employer
Identification No.)
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(Address of Principal Executive Offices)
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PFIZER INC. STOCK AND INCENTIVE PLAN
(Full Title of the Plan)
MARGARET M. FORAN, ESQ.
PFIZER INC.
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(Name and Address of Agent for Services)
(212) 773-4802
(Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Securities to be Offering Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.05 par value............ 46,000,000 shs. $102.84375 $4,730,812,500 $1,395,589.69
===========================================================================================================
</TABLE>
(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 April 17, 1998, 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:
o The Annual Report of Pfizer Inc. on Form 10-K for the year ended
December 31, 1997,
o all other reports we filed under Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934,
o the description of our common stock contained in our Registration
Statement filed under Section 12 of the Securities Exchange Act of
1934,
o 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
<PAGE>
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
<PAGE>
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 23rd day of April, 1998.
Pfizer Inc.
(Registrant)
By: /s/ William C. Steere, Jr.
--------------------------------------
William C. Steere, Jr.,
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Under the requirement 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 and April 23, 1998
William C. Steere, Jr. Chief Executive Officer,
Director (Principal Executive
Officer)
/s/ David L. Shedlarz
- ------------------------------ Senior Vice President and April 23, 1998
David L. Shedlarz Chief Financial Officer
(Principal Financial Officer)
/s/ Herbert V. Ryan
- ------------------------------ Vice President and Controller April 23, 1998
Herbert V. Ryan (Principal Accounting Officer)
/s/ Michael S. Brown
- ------------------------------ Director April 23, 1998
Michael S. Brown
/s/ M. Anthony Burns
- ------------------------------ Director April 23, 1998
M. Anthony Burns
/s/ W. Don Cornwell
- ------------------------------ Director April 23, 1998
W. Don Cornwell
/s/ George B. Harvey
- ------------------------------ Director April 23, 1998
George B. Harvey
II-3
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Constance J. Horner
- ----------------------------- Director April 23, 1998
Constance J. Horner
/s/ Stanley O. Ikenberry
- ----------------------------- Director April 23, 1998
Stanley O. Ikenberry
/s/ Harry P. Kamen
- ----------------------------- Director April 23, 1998
Harry P. Kamen
/s/ Thomas G. Labrecque
- ----------------------------- Director April 23, 1998
Thomas G. Labrecque
/s/ Dana G. Mead
- ----------------------------- Director April 23, 1998
Dana G. Mead
/s/ Henry A. McKinnell
- ----------------------------- Director April 23, 1998
Henry A. McKinnell
/s/ John F. Niblack
- ----------------------------- Director April 23, 1998
John F. Niblack
/s/ Ruth J. Simmons
- ----------------------------- Director April 23, 1998
Ruth J. Simmons
/s/ Jean-Paul Valles
- ----------------------------- Director April 23, 1998
Jean-Paul Valles
II-4
<PAGE>
EXHIBIT INDEX
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
EXHIBIT 5
[LETTERHEAD OF MARGARET M. FORAN]
April 23, 1998
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
46,000,000 shares of Common Stock of Pfizer Inc. under the Pfizer Inc. Stock and
Incentive 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
------------------------------------
MARGARET M. FORAN
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS
The Board of Directors Pfizer Inc.:
We consent to the use of our audit report dated February 26, 1998 on the
consolidated financial statements of Pfizer Inc. and subsidiary companies as of
December 31, 1997, 1996 and 1995, and for each of the years then ended,
incorporated in the Registration Statement on Form S-8 by reference.
/s/ KPMG PEAT MARWICK LLP
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KPMG PEAT MARWICK LLP
New York, New York
April 23, 1998
