As filed with the Securities and Exchange Commission on June 19, 2000
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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POST-EFFECTIVE AMENDMENT TO FORM S-4 ON
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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WARNER-LAMBERT COMPANY 1989 STOCK PLAN
WARNER-LAMBERT COMPANY 1992 STOCK PLAN
WARNER-LAMBERT COMPANY 1996 STOCK PLAN
AGOURON PHARMACEUTICALS, INC. 1985 STOCK OPTION PLAN
AGOURON PHARMACEUTICALS, INC. 1990 STOCK OPTION PLAN
AGOURON PHARMACEUTICALS, INC. 1996 STOCK OPTION PLAN
AGOURON PHARMACEUTICALS, INC. 1998 EMPLOYEE STOCK OPTION PLAN
ALANEX CORPORATION 1993 STOCK PLAN
ALANEX CORPORATION 1996 EQUITY INCENTIVE PLAN
INDIVIDUAL ALANEX CORPORATION STOCK OPTION AGREEMENTS
(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 Service)
(212) 773-4802
(Telephone Number of Agent for Service)
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This Form S-8 is registering 161,930,146 shares of Pfizer common stock, $.05 par
value, representing the number of shares to be issued upon the exercise of
options or vesting of grants outstanding under each of the following Plans,
after giving effect to the conversion ratio used in connection with the merger
of Pfizer Inc. and Warner-Lambert Company of 2.75 shares of Pfizer Inc. common
stock for each share of Warner-Lambert Company common stock outstanding at the
effective time of the merger: 10,445,823 shares under the Warner-Lambert Company
1989 Stock Plan; 35,788,184 shares under the Warner-Lambert Company 1992 Stock
Plan; 104,115,770 shares under the Warner-Lambert Company 1996 Stock Plan;
65,508 shares under the Agouron Pharmaceuticals, Inc. 1985 Stock Option Plan;
3,853,171 shares under the Agouron Pharmaceuticals, Inc. 1990 Stock Option Plan;
4,584,432 shares under the Agouron Pharmaceuticals, Inc. 1996 Stock Option Plan;
2,940,705 shares under the Agouron Pharmaceuticals, Inc. 1998 Employee Stock
Option Plan; 61,235 shares under the Alanex Corporation 1993 Stock Plan; 72,749
shares under the Alanex Corporation 1996 Equity Incentive Plan; and 2,569 shares
under the Individual Alanex Corporation Stock Option Agreements.
The registrant previously registered 161,930,146 shares of common stock on Form
S-4, Registration Statement No. 333-90975; $3,950,204.95 was previously paid in
connection with the filing of Registration Statement No. 333-90975.
The Pfizer common stock includes Pfizer Preferred Stock purchase rights which,
until events specified in Pfizer's Rights Agreement occur, will not be
exercisable or evidenced separately from the common stock.
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, 1999,
o all other reports we subsequently 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 any amendment or report filed to update such description,
o and the Annual Report of Warner-Lambert Company on Form 10-K for the
year ended December 31, 1999.
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., Vice President - Corporate Governance 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.
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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 claim, 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
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5 -- Opinion and Consent of Margaret M. Foran, Esq., Vice President -
Corporate Governance and Assistant Secretary.
23(b)(1) -- Consent of KPMG LLP, independent certified public accountants.
23(b)(2) -- Consent of PricewaterhouseCoopers 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.
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(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.
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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 19th day of June, 2000.
Pfizer Inc.
Registrant
BY: /s/ WILLIAM C. STEERE, JR.
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Dated: June 19, 2000 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 was signed by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
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/s/ WILLIAM C. STEERE, JR. Chairman of the Board, Director June 19, 2000
--------------------------- (Principal Executive Officer)
(William C. Steere, Jr.)
/s/ DAVID L. SHEDLARZ Executive Vice President and June 19, 2000
--------------------------- Chief Financial Officer
(David L. Shedlarz) (Principal Financial Officer)
/s/ LORETTA V. CANGIALOSI Vice President - Controller June 19, 2000
--------------------------- (Principal Accounting Officer)
(Loretta V. Cangialosi)
/s/ MICHAEL S. BROWN Director June 19, 2000
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(Michael S. Brown)
/s/ M. ANTHONY BURNS Director June 19, 2000
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(M. Anthony Burns)
/s/ W. DON CORNWELL Director June 19, 2000
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(W. Don Cornwell)
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SIGNATURES TITLE DATE
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/s/ GEORGE B. HARVEY Director June 19, 2000
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(George B. Harvey)
/s/ CONSTANCE J. HORNER Director June 19, 2000
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(Constance J. Horner)
/s/ STANLEY O. IKENBERRY Director June 19, 2000
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(Stanley O. Ikenberry)
/s/ HARRY P. KAMEN Director June 19, 2000
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(Harry P. Kamen)
/s/ THOMAS G. LABRECQUE Director June 19, 2000
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(Thomas G. Labrecque)
Director --
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(Dana G. Mead)
/s/ HENRY A. MCKINNELL President, Chief Operating June 19, 2000
--------------------------- Officer and Director
(Henry A. McKinnell)
/s/ JOHN F. NIBLACK Vice Chairman and Director June 19, 2000
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(John F. Niblack)
/s/ FRANKLIN D. RAINES Director June 19, 2000
---------------------------
(Franklin D. Raines)
/s/ RUTH J. SIMMONS Director June 19, 2000
---------------------------
(Ruth J. Simmons)
/s/ JEAN-PAUL VALLES Director June 19, 2000
---------------------------
(Jean-Paul Valles)
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EXHIBIT INDEX
EXHIBIT
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5 -- Opinion and Consent of Margaret M. Foran, Esq., Vice President -
Corporate Governance and Assistant Secretary.
23(b)(1) -- Consent of KPMG LLP, independent certified public accountants.
23(b)(2) -- Consent of PricewaterhouseCoopers LLP, independent certified
public accountants.
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