As filed with the Securities and Exchange Commission on July 28, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POLAROID CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 04-1734655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
-------------------------
549 Technology Square
Cambridge, Massachusetts
02139
(617) 386-2000
(Address, including zip code, of Registrant's principal executive office)
Polaroid Corporation
1993 Polaroid Stock Incentive Plan
(Full title of the Plan)
Thomas M. Lemberg, Esq.
Senior Vice President,
General Counsel and Secretary
Polaroid Corporation
549 Technology Square
Cambridge, Massachusetts 02139
(617) 386-2000
(Name, address, including zip code, and telephone number, including
area code, of Registrant's agent for service)
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
CALCULATION OF REGISTRATION FEE
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Title of each | Amount to be | Proposed | Proposed |Amount of
class of | registered | maximum | maximum |registration
securities to | | offering | aggregate | fee
be registered | | price per | offering |
| | unit (a) | price (a) |
- -----------------------------------------------------------------------
Common Stock, | | | |
$1.00 par value | 3,500,000 | | |
per share (b) | shares | $57.969 |$202,891,500 | $61,483
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(a) Only for the purpose of calculating the registration fee. In
accordance with Rule 457(c), the price shown is based on the average
of the high and low sale prices on the New York Stock Exchange, Inc.
on July 25, 1997 for securities of the same class as those to be
delivered.
(b) Represents Common Stock to be issued under the 1993 Polaroid Stock
Incentive Plan.
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<PAGE>
This Registration Statement relates to the registration of 3,500,000
additional shares of Common Stock, par value $1.00 per share, of
Polaroid Corporation, for which a registration statement on Form S-8
(Registration No. 33-51173) relating to the 1993 Polaroid Stock
Incentive Plan (the "Form S-8, Registration No. 33-51173") is
effective. The contents of the Form S-8, Registration No. 33-51173,
are incorporated herein by reference.
<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 this 28th day of July, 1997.
Polaroid Corporation
(Registrant)
By /s/ Gary T. DiCamillo
---------------------------
Gary T. DiCamillo
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as indicated this 28th day of July, 1997.
Signature Title
/s/ Gary T. DiCamillo Chairman of the Board,
- --------------------------- Chief Executive Officer and Director
Gary T. DiCamillo (principal executive officer)
/s/ William J. O'Neill, Jr. Executive Vice President
- -------------------------- and Chief Financial Officer
*William J. O'Neill, Jr. (principal finance officer)
(Attorney in Fact)
/s/ Carl L. Lueders Vice President and
- --------------------------- Controller
Carl L. Lueders (principal accounting officer)
____________*______________ Director
Ralph Gomory
____________*______________ Director
Frank S. Jones
____________*______________ Director
John W. Loose
____________*______________ Director
Albin F. Moschner
____________*______________ Director
Kenneth H. Olsen
____________*______________ Director
Ronald F. Olsen
____________*______________ Director
Ralph Z. Sorenson
____________*______________ Director
Delbert C. Staley
____________*______________ Director
Bernee D.L. Strom
____________*______________ Director
Alfred M. Zeien
* William J. O'Neill signed as Attorney in Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
4.1(a) Amendment to Polaroid Corporation Restated
Certificate of Incorporation as of June 2,
1989. (The Amendment to the Restated
Certificate of Incorporation filed as Exhibit
3.1(d) to Polaroid Corporation Form 10-K (the
"10-K") for the year ended December 31, 1996
is hereby incorporated herein by reference.)
4.1(b) Amendment to Polaroid Corporation Restated
Certificate of Incorporation (Certificate of
Designation of Series D Cumulative
Convertible Preferred Stock) as of October
31, 1991. (The Amendment to the Restated
Certificate of Incorporation filed as Exhibit
3.1(e) to Polaroid Corporation Form 10-K is
hereby incorporated herein by reference.)
4.1(c) Amendment to Polaroid Corporation Restated
Certificate of Incorporation (Certificates of
Elimination of Series B Cumulative
Convertible Preferred Stock and Series C
Cumulative Convertible Pay-In-Kind Preferred
Stock) as of October 31, 1991. (The
Amendment to the Restated Certificate of
Incorporation filed as Exhibit 3.1(f) to
Polaroid Corporation Form 10-K is hereby
incorporated herein by reference.)
4.2 By-Laws of Polaroid Corporation amended and
restated as of February 1, 1994. (The By-
Laws amended and restated filed as Exhibit
3.2 to Polaroid Corporation Form 10-K are
hereby incorporated herein by reference.)
4.3(a) Rights Agreement dated as of September 9,
1986 between Polaroid Corporation and Morgan
Shareholder Services Trust Company, as Rights
Agent. (The Rights Agreement filed as
Exhibit 4.1 to Polaroid Corporation Form 10-K
is hereby incorporated herein by reference.)
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. (The First Amendment filed as Exhibit
4.2 to Polaroid Corporation Form 10-K is
hereby incorporated herein by reference.)
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. (The Second
Amendment filed as Exhibit 4.3 to Polaroid
Corporation Form 10-K is hereby incorporated
herein by reference.)
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. (The Supplemental Rights Agreement
and Third Amendment filed as Exhibit 4.4 to
Polaroid Corporation Form 10-K is hereby
incorporated herein by reference.)
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. (The Fourth
Amendment filed as Exhibit 4.5 to Polaroid
Corporation Form 10-K is hereby incorporated
herein by reference.)
<PAGE>
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. (The Supplemental Rights
Agreement and Fifth Amendment filed as
Exhibit 4.6 to Polaroid Corporation Form 10-K
is hereby incorporated herein by reference.)
4.3(g) Sixth Amendment (previously designated as the
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 Rights Agent.
(The Sixth Amendment (previously designated
as the Fifth Amendment) filed as Exhibit 4.7
to Polaroid Corporation's Form 10-K is hereby
incorporated herein by reference.)
4.3(h) Amendment dated as of June 30, 1993 to the
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 Rights Agent. (The
Amendment to the Sixth Amendment filed as
Exhibit 4.8 to Polaroid Corporation's Form 10-
K (Supplemental to Amendment No. 5 and
redesignation thereof as Amendment No. 6 to
the Form 8-A filed on September 15, 1986) is
hereby incorporated herein by reference.)
4.4 Indenture dated as of December 15, 1991
between Polaroid Corporation and The First
National Bank of Boston, as Trustee,
including form of Note. (The Indenture filed
as Exhibit 4.9 to Polaroid Corporation Form
10-K is hereby incorporated herein by
reference.)
4.5 Indenture dated as of January 9, 1997 between
Polaroid Corporation and State Street Bank
and Trust Company, as Trustee, including Form
of Note. (The Indenture filed as Exhibit 4
to Polaroid Corporation Form 10-Q for the
quarter ended March 30, 1997, dated May 12,
1997 is hereby incorporated herein by
reference.
4.6 The 1993 Polaroid Stock Incentive Plan, as
amended March 19, 1997. (The Amended Plan
filed as Exhibit 10.4 to Polaroid Corporation
Form 10-Q for the quarter ended March 30,
1997, dated May 12, 1997 is hereby
incorporated by herein reference).
5 Opinion of Thomas M. Lemberg regarding the
legality of original issuance of the Common
Stock.
15 Letter from KPMG Peat Marwick LLP regarding
unaudited interim financial information.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Thomas M. Lemberg (included in
Exhibit 5).
24 Power of Attorney.
Exhibit 5
[Polaroid logo]
Thomas M. Lemberg Polaroid Corporation
Senior Vice President, 549 Technology Square
General Counsel and Secretary Cambridge, MA 02139
617 386 3228
617 386 3263 / Fax
[email protected]
June 14, 1997
Polaroid Corporation
549 Technology Square
Cambridge, MA 02139
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of
Polaroid Corporation, a Delaware corporation (the "Company"), and I
have acted as counsel to the Company, in connection with its
Registration Statement on Form S-8 (the "Registration Statement")
relating to the issuance by the Company of 3,500,000 shares of the
Company's Common Stock, par value $1.00 per share (the "Shares").
I have examined the corporate proceedings of the Company in
connection with the Registration Statement and the transactions
contemplated thereby, as well as the Registration Statement and the
exhibits thereto. I have also examined originals or copies, certified
or otherwise identified to my satisfaction, of such other documents,
evidence of corporate action and other instruments and have made such
other investigations of law and fact as I have deemed necessary or
appropriate for the purpose of this opinion. As to questions of fact
relevant to this opinion, I have relied upon certificates or written
statements from officers and other appropriate representatives of the
Company and its subsidiaries or public officials. In all such
examinations, I have assumed the genuineness of all signatures, the
authority to sign, and the authenticity of all documents submitted to
me as originals. I have also assumed the conformity with the originals
of all documents submitted to me as copies.
Based upon and subject to the foregoing, and to the qualifications
hereinafter specified, I am of the opinion, assuming effectiveness of
the Registration Statement under the Securities Act of 1933, as
amended, that:
The issuance of the Shares has been duly authorized and,
when issued and sold as contemplated by the Registration
Statement, such Shares will be legally issued, fully
paid and non-assessable.
The opinion set forth herein relates solely to the laws of the
Commonwealth of Massachusetts, the General Corporation Law of the State
of Delaware and the federal laws of the United States.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Thomas M. Lemberg
Thomas M. Lemberg
Exhibit 15
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The Board of Directors
Polaroid Corporation
Ladies and Gentlemen:
Re: Registration Statement on Form S-8 for The 1993 Polaroid Stock
Incentive Plan
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our report dated April 15, 1997,
related to our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report
is not considered 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.
Very truly yours,
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
July 28, 1997
Exhibit 23.1
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Independent Auditor's Consent
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The Board of Directors
Polaroid Corporation:
We consent to the use of our reports dated January 28, 1997 on the
consolidated financial statements and financial statement schedule of
Polaroid Corporation and subsidiary companies as of December 31, 1996
and 1995 and for each of the years in the three-year period ended
December 31, 1996 incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
July 28, 1997
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below hereby appoints William
J. O'Neill, Jr., Executive Vice President and Chief Financial Officer,
and Thomas M. Lemberg, Senior Vice President, General Counsel and
Secretary, his true and lawful attorney-in-fact with authority together
or individually to execute in the name of such signatory, and with
authority to file with the Securities and Exchange Commission,
Registration Statements on Form S-8 relating to the Polaroid Board of
s Stock Plan, Polaroid Elective Deferred Compensation Plan, Polaroid
Profit Sharing Retirement Plan and the Polaroid Stock Incentive Plan,
any and all amendments to the Registration Statements on Form S-8,
together with any exhibits thereto and other documents therewith,
necessary or advisable to enable Polaroid Corporation to comply with
the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission
in respect thereof, which amendments may make such other changes in the
Registration Statements on Form S-8 as the aforesaid attorney-in-fact
executing the same deems appropriate.
/s/ Ralph Gomory July 15, 1997
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Ralph Gomory
/s/ Frank S. Jones July 9, 1997
- --------------------------- --------------
Frank S. Jones
/s/ John W. Loose July 17, 1997
- --------------------------- --------------
John W. Loose
/s/ Albin F. Moschner July 14, 1997
- --------------------------- --------------
Albin F. Moschner
/s/ Kenneth H. Olsen July 11, 1997
- --------------------------- --------------
Kenneth H. Olsen
/s/ Ronald F. Olsen July 9, 1997
- --------------------------- --------------
Ronald F. Olsen
/s/ Ralph Z. Sorenson July 9, 1997
- --------------------------- --------------
Ralph Z. Sorenson
/s/ Delbert C. Staley July 9, 1997
- --------------------------- --------------
Delbert C. Staley
/s/ Bernee D.L. Strom July 9, 1997
- --------------------------- --------------
Bernee D.L. Strom
/s/ Alfred M. Zeien July 10, 1997
- --------------------------- --------------
Alfred M. Zeien
