As filed with the Securities and Exchange Commission on November 23, 1993
Registration No. 33-51173
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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POLAROID CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-1734655
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
549 TECHNOLOGY SQUARE
CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
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THE 1993 POLAROID STOCK INCENTIVE PLAN
(Full title of the plan)
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Richard F. deLima, Esq.
Vice President, Secretary and General Counsel
Polaroid Corporation
549 Technology Square
Cambridge, Massachusetts 02139
(Name and address of agent for service)
(617)386-2000
(Telephone number, including area code, of agent for service of process)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered (1) registered share price (2) fee (2)
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Common Stock,
par value 2,151,878 $35.00 (2) $75,315,730 $25,971.12
$1.00 per share 848,122 $32.25 (3) $27,351,934 $ 9,431.77
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(1) This Registration Statement also pertains to Rights to purchase shares
of Series A Participating Cumulative Preferred Stock of the Registrant
(the "Rights"). Until the occurrence of certain prescribed events the
Rights are not exercisable, are evidenced by the certificates for the
Common Stock and will be transferred along with and only with such
securities. Thereafter, separate Rights certificates will be issued
<PAGE>
representing one Right for each share of Common Stock held, subject to
adjustment pursuant to anti-dilution provisions.
(2) Pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933,
the proposed maximum offering price per share, estimated solely for
purposes of calculating the registration fee pursuant to rule 457
under the Securities Act of 1933, is based upon the average of the
high and low prices reported for shares of the Registrant's Common
Stock on the New York Stock Exchange Composite Transactions Index on
November 19, 1993, with respect to shares as to which the offering
price is not known.
(3) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share, estimated solely for purposes of
calculating the registration fee pursuant to Rule 457 under the
Securities Act of 1933, is based upon the option prices of shares
subject to options granted to date.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore
been filed by Polaroid Corporation (the "Company") (File
No. 1-4085) with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of
1934 (the "1934 Act"), are hereby incorporated by reference
herein and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.
2. The Company's Quarterly Reports on Form 10-Q
for the fiscal quarters ended April 4, 1993, July 4,
1993 and October 3, 1993.
3. The description of the Company's Common Stock,
par value $1.00 per share ("Common Stock"), contained
in the Company's Application for Registration of
Securities on a National Securities Exchange on
Form 10.
4. The description of the Company's Rights to
purchase the Company's Series A Participating
Cumulative Preferred Stock ("Rights") contained in the
Company's Registration Statement on Form 8-A dated
September 15, 1986, as amended by amendments on Form 8
dated August 18, 1988, September 15, 1988, January 30,
1989, February 21, 1989, October 21, 1991, March 24,
1993, and July 2, 1993.
All documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the 1934 Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to
this Registration Statement 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 in this Registration Statement and
made a part hereof from their respective dates of filing
(such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated
Document shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to shares of
Common Stock to be issued pursuant to The 1993 Polaroid
Stock Incentive Plan (the "Plan") will be passed upon by
Richard F. deLima, Esq., Vice President, Secretary and
General Counsel of the Company. As of September 30, 1993,
Mr. deLima beneficially owned 15,145 shares of Common Stock
of the Company, including exercisable stock options.
The consolidated financial statements and
schedules of Polaroid Corporation and subsidiary companies
as of December 31, 1992 and 1991, and for each of the years
in the three-year period ended December 31, 1992,
incorporated by reference into this Registration Statement,
have been incorporated by reference into this Registration
Statement in reliance upon the report of KPMG Peat Marwick,
independent certified public accountants, incorporated
herein by reference, and upon the authority of such firm as
experts in accounting and auditing. To the extent that KPMG
Peat Marwick audits and reports on consolidated financial
statements of Polaroid Corporation and subsidiary companies
issued at future dates, and consents to the use of their
report thereon, and to the extent that such consolidated
financial statements are incorporated by reference into this
Registration Statement pursuant to Item 3 hereof, such
financial statements also will be incorporated by reference
into this Registration Statement in reliance upon their
report and such authority.
With respect to the unaudited interim financial
information for the periods ended October 3, 1993 and
September 27, 1992 contained in the Company's Report on Form
10-Q for the quarter ended October 3, 1993 and with respect
to the unaudited interim financial information for the
periods ended July 4, 1993 and June 28, 1992 contained in
the Company's Report on Form 10-Q for the quarter ended
July 4, 1993 and with respect to the unaudited financial
information for the periods ended April 4, 1993 and March
29, 1992 contained in the Company's report on Form 10-Q for
the quarter ended April 4, 1993, incorporated herein by
reference, 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 report included in the
Company's quarterly report on Form 10-Q for the quarter
ended October 3, 1993 and their separate report included in
the Company's quarterly report on Form 10-Q for the quarter
ended April 4, 1993, and their separate report included in
<PAGE>
the Company's quarterly report on Form 10-Q for the quarter
ended July 4, 1993, incorporated herein by reference, state
that they did not audit and they do not express an opinion
on such interim financial information. Accordingly, the
degree of reliance on their report 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 of 1933 (the "Securities Act") for their
reports on the unaudited interim financial information
because each of such reports is not a "report" or a "part"
of this Registration Statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the
Securities Act.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of
Delaware provides that a corporation has the power to
indemnify a director, officer, employee or agent of the
corporation and certain other persons serving at the request
of the corporation in related capacities against amounts
paid and expenses incurred in connection with an action or
proceeding to which he is or is threatened to be made a
party by reason of such position, if such person shall have
acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the
corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful;
provided that, in the case of actions brought by or in the
right of the corporation, no indemnification shall be made
with respect to any matter as to which such person shall
have been adjudged to be liable to the corporation unless
and only to the extent that the adjudicating court
determines that such indemnification is proper under the
circumstances.
Article X of the Company's By-Laws contains
detailed provisions for the indemnification by the Company
of current and former directors, officers, employees and
agents of the Company on terms that have been derived from
Section 145 of the General Corporation Law of Delaware.
The Company maintains policies of insurance under
which directors, officers and certain employees of the
Company and its subsidiaries are insured, subject to certain
specific exclusions and deductible maximum amounts, against
loss arising from any civil claim which may be made against
them, or any of them, arising out of any misstatement,
misleading statement, omission or other act done or alleged
to have been done, or wrongfully attempted, while acting in
their representative capacities.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 By-Laws of Polaroid Corporation as of May 8, 1990
(filed as Exhibit 3.1 to Polaroid Corporation
Form 10-K for the year ended December 31, 1990).
*/
4.2(a) Restated Certificate of Incorporation of Polaroid
Corporation as of August 20, 1973 (filed as
Exhibit 3.2(a) to Polaroid Corporation Form 10-K
for the year ended December 31, 1988). */
4.2(b) Amendments to the Restated Certificate of
Incorporation of Polaroid Corporation as of
May 12, 1987.
4.2(c) Amendments to Polaroid Corporation Restated
Certificate of Incorporation as of January 30,
1989 (filed as Exhibit 3.2(c) to Polaroid
Corporation Form 10-K for the year ended
December 31, 1988). */
4.2(d) Amendment to Polaroid Corporation Restated
Certificate of Incorporation as of June 2, 1989
(filed as Exhibit 3.1 to Polaroid Corporation
Form 10-Q for the quarter ended July 2, 1989). */
4.2(e) Amendment to Polaroid Corporation Restated
Certificate of Incorporation as of October 31,
1991 (filed as Exhibit 3.2(e) to Polaroid
Corporation Form 10-K for the year ended
December 31, 1991). */
4.2(f) Amendment to Polaroid Corporation Restated
Certificate of Incorporation as of October 31,
1991 (filed as Exhibit 3.2(f) to Polaroid
Corporation Form 10-K for the year ended
December 31, 1991). */
4.3(a) Rights Agreement dated as of September 9, 1986
between Polaroid Corporation and Morgan
Shareholder Services Trust Company, as Rights
Agent (filed as Exhibit 1 to Polaroid Corporation
Form 8-A as filed on September 15, 1986). */
<PAGE>
4.3(b) First Amendment dated as of August 16, 1988 to
Rights Agreement dated as of September 9, 1986
between Polaroid Corporation and Morgan
Shareholder Services Trust Company, as Rights
Agent (filed as Exhibit 4 to Polaroid Corporation
Form 8 (Amendment No. 1 to the Form 8-A filed on
September 15, 1986) as filed on August 18, 1988).
*/
4.3(c) Second Amendment dated as of September 14, 1988 to
Rights Agreement dated as of September 9, 1986
between Polaroid Corporation and Morgan
Shareholder Services Trust Company, as Rights
Agent (filed as Exhibit 5 to Polaroid Corporation
Form 8 (Amendment No. 2 to the Form 8-A filed on
September 15, 1986) as filed on September 15,
1988). */
4.3(d) Supplemental Rights Agreement and Third Amendment
dated as of January 30, 1989 to Rights Agreement
dated as of September 9, 1986 between Polaroid
Corporation and Morgan Shareholder Services Trust
Company, as Rights Agent (filed as Exhibit 6 to
Polaroid Corporation Form 8 (Amendment No. 3 to
the Form 8-A filed on September 15, 1986) as filed
on January 30, 1989). */
4.3(e) Fourth Amendment dated as of February 21, 1989 to
Rights Agreement dated as of September 9, 1986
between Polaroid Corporation and Morgan
Shareholder Services Trust Company, as Rights
Agent (filed as Exhibit 7 to Polaroid Corporation
Form 8 (Amendment No. 4 to the Form 8-A filed on
September 15, 1986) as filed on February 21,
1989). */
4.3(f) Supplemental Rights Agreement and Fifth Amendment
dated as of October 7, 1991 to the Rights
Agreement dated as of September 9, 1986 between
Polaroid Corporation and First Chicago Trust
Company (as successor to Morgan Shareholder
Services Trust Company), as Rights Agent (filed as
Exhibit 8 to Polaroid Corporation Form 8
(Amendment No. 5 to the Form 8-A filed on
September 15, 1986) as filed on October 21, 1991).
*/
4.3(g) Fifth Amendment dated as of March 23, 1993 to the
Rights Agreement dated as of September 9, 1986
between Polaroid Corporation and First Chicago
Trust Company (as successor to Morgan Shareholder
Services Trust Company), as Rights Agent (filed as
Exhibit 8 to Polaroid Corporation Form 8
<PAGE>
(Amendment No. 5 to the Form 8-A filed on
September 15, 1986) as filed on March 24, 1993).
*/
4.3(h) Amendment dated as of June 30, 1993 to the Fifth
Amendment dated as of March 23, 1993 to Rights
Agreement dated as of September 9, 1986 between
Polaroid Corporation and Morgan Shareholders
Services Trust Company, as Rights Agent (filed as
Exhibit 10 to Polaroid Corporation Form 8
(supplement to Amendment No. 5, and redesignation
thereof as Amendment No. 6, to the Form 8-A filed
on September 15, 1986) as filed on July 2, 1993).
*/
4.4 Form of Registrant's Common Stock Certificate.
5.1 Opinion of Richard F. deLima, Esq. as to the
legality of shares of Common Stock issued pursuant
to The 1993 Polaroid Stock Incentive Plan.
15.1 Letter from KPMG Peat Marwick re: unaudited
interim financial information.
23.1 Consent of KPMG Peat Marwick, independent
certified public accountants.
23.2 Consent of Richard F. deLima, Esq., (contained in
Exhibit 5.1 hereto).
24.1 Powers of Attorney.
99.1 The 1993 Polaroid Stock Incentive Plan.
____________________
*/ Incorporated by reference.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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 this
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
<PAGE>
the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in this
registration statement;
provided, however, that paragraphs (1)(a)(i) and
(1)(a)(ii) do not apply if 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;
(b) 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; and
(c) 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.
(2) The undersigned registrant hereby undertakes
that, for the purpose 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 hereof.
(3) 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
<PAGE>
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.
<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 Cambridge,
Commonwealth of Massachusetts, on the 23rd day of November,
1993.
POLAROID CORPORATION,
by I. M. BOOTH
Name: I. MacAllister Booth
Title: Chairman of the
Board of Direc-
tors, President and
Chief 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:
Signature Title Date
I. M. BOOTH Chairman of the November 23, 1993
I. MacAllister Booth Board of Direc-
tors, President
and Chief Execu-
tive Officer,
Director (Princi-
pal Executive
Officer)
W. J. O'NEILL, JR. Executive Vice November 23, 1993
William J. O'Neill, Jr. President and
Chief Financial
Officer
RALPH M. NORWOOD Vice President November 23, 1993
Ralph M. Norwood and Controller
<PAGE>
* Vice Chairman of November 23, 1993
Sheldon A. Buckler the Board of
Directors,
Director
* Director November 23, 1993
Yen-Tsai Feng
* Director November 23, 1993
Ralph E. Gomory
* Director November 23, 1993
Frank S. Jones
* Director November 23, 1993
James D. Mahoney
* Director November 23, 1993
Henry Necarsulmer
* Director November 23, 1993
Kenneth H. Olsen
* Director November 23, 1993
Lester Pollack
* Director November 23, 1993
Charles P. Slichter
* Director November 23, 1993
Ralph Z. Sorenson
* Director November 23, 1993
Delbert C. Staley
<PAGE>
* Director November 23, 1993
Alfred M. Zeien
_______________
* By: RICHARD F. deLIMA
Richard F. deLima
Attorney-in-fact
