As filed with the Securities and Exchange Commission on July 28, 1997
Registration No. 333-____
======================================================================
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
The Polaroid Elective Deferred Compensation 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)
======================================================================
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
======================================================================
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 | | | |
per share (b) | 100,000 shs. | $57.969 | $5,796,900 | $1,757
======================================================================
(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 Polaroid Elective
Deferred Compensation Plan.
======================================================================
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below have been filed by Polaroid
Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") and are incorporated herein by
reference:
a) Quarterly Report on Form 10-Q for the quarter ended March 30,
1997, dated May 12, 1997.
b) Annual Report on Form 10-K for the fiscal year ended December 31,
1996, dated March 20, 1997.
c) The description of the Company's Common Stock set forth in its
Registration Statement on Form 10, and any amendment or report filed
pursuant to Section 12 of the Securities and Exchange Act of 1934 (the
"Exchange Act") for the purpose of updating that description.
d) All other reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Exchange Act since December 31, 1996
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the termination of the offering of
the Securities offered hereby shall be deemed to be incorporated by
reference into this Registration Statement and are a part hereof from
the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein 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 document that
also is or is deemed to be incorporated by reference herein, modifies
or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with any original issuance of
Common Stock offered hereby are being passed upon for the Company
by Thomas M. Lemberg, Esq., Senior Vice President, General
Counsel and Secretary of the Company. As a result of Mr.
Lemberg's participation in the Polaroid 1993 Stock Incentive
Plan, he currently owns options to purchase 60,400 shares of
Common Stock. None of these options are currently exercisable.
<PAGE>
Item 6. Indemnification of Directors and Officers
As permitted by Section 102 of the Delaware General Corporation
Law (the "DGCL"), the Company's Restated Certificate of
Incorporation eliminates a director's personal liability for
monetary damages to the Company and its stockholders arising from
a breach of a director's fiduciary duty, except for liability
with respect to an illegal dividend or stock repurchase or
liability for a breach of the director's duty of loyalty to the
Company or its stockholders, for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law or for any transaction in which the director
derived an improper personal benefit. The effect of this
provision in the Certificate of Incorporation is to eliminate the
rights of the Company and its stockholders (through stockholders'
derivative suits on behalf of the Company) to recover monetary
damages against a director for breach of fiduciary duty as a
director (including breaches resulting from negligent or grossly
negligent behavior) except in the situations described above.
The Company's By-Laws provide that, to the extent not
inconsistent with Delaware or other applicable law in effect from
time to time, the Company shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the Company) by reason of the fact that he
or she is or was a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him or her in connection with such action, suit or proceeding if
he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
The Company's By-Laws also provide that, to the extent not
inconsistent with Delaware or other applicable law in effect from
time to time, the Company shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact
that such person acted in any of the capacities set forth above,
against expenses (including attorney's fees) actually and
reasonably incurred by him or her in connection with the defense
or settlement of such action or suit if he or she acted under
similar standards, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Company unless and
only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine that
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall
deem proper.
Generally, a director will be entitled to be indemnified against
a claim if a majority of the directors who are not parties to the
relevant legal proceedings, independent legal counsel or the
stockholders determine that the director acted under such
standards.
The Company's By-Laws further provide that to the extent that a
director, officer, employee or agent of the Company has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above or in defense of any claim,
issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith; that the
indemnification provided for by the By-Laws shall not be deemed
exclusive of any other rights to which the indemnified party may
be entitled; and that the Company is empowered to purchase and
maintain insurance on behalf of a person who is or was acting in
any of the capacities set forth above against any liability
asserted against him or her and incurred by him or her in any
such capacity, or arising out of his status as such, whether or
not the Company would have the power to indemnify him or her
against such Liabilities under the By-Laws.
Section 145 of the DGCL similarly provides for indemnification by
the Company of its directors and officers and certain other
persons.
-2-
<PAGE>
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.
Item 7.Exemption from Registration Claimed
Not applicable
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
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.)
-3-
<PAGE>
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.)
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 Polaroid Elective Deferred Compensation Plan,
effective January 1, 1997. (The Plan filed as Exhibit
10.5 to Polaroid Corporation Form 10-Q for the quarter
ended March 30, 1997, dated May 12, 1997 is hereby
incorporated herein by 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 .
_________________________
-4-
<PAGE>
Item 9. Undertakings
The undersigned Registrant hereby 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, as amended (the "Securities Act");
(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
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement; and
(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 the undertakings set forth in paragraphs (i)
and (ii) above 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 Company pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by
reference into this Registration Statement).
(2) That, for the purposes of determining any liability under the
Securities Act, 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.
(3) 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
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
Securities Act and will be governed by the final adjudication of such
issue.
-5-
<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
-6-
<PAGE>
____________*______________ Director
Delbert C. Staley
____________*______________ Director
Bernee D.L. Strom
____________*______________ Director
Alfred M. Zeien
* William J. O'Neill signed as Attorney in Fact
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.)
-7-
<PAGE>
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.)
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.
-8-
<PAGE>
4.6 The Polaroid Elective Deferred Compensation
Plan, effective January 1, 1997. (The Plan
filed as Exhibit 10.5 to Polaroid Corporation
Form 10-Q for the quarter ended March 30,
1997, dated May 12, 1997 is hereby
incorporated herein by 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.
_________________________
-9-
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]
July 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 100,000 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
----------
The Board of Directors
Polaroid Corporation
Ladies and Gentlemen:
Re: Registration Statement on Form S-8 for The Polaroid Elective
Deferred Compensation 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
------------
Independent Auditor's Consent
-----------------------------
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
- --------------------------- --------------
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
