Registration No. 33-
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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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Premark International, Inc.
(Exact name of Issuer as specified in its charter)
Delaware 36-3461320
(State or other jurisdiction of (I.R.S.
incorporation or organization) Employer Iden-
tification No.)
1717 Deerfield Road, Deerfield, Illinois 60015
(Address of principal executive offices) (Zip code)
PREMARK INTERNATIONAL, INC. 1994 INCENTIVE PLAN
(Full title of the plan)
JOHN M. COSTIGAN, Esq.
Senior Vice President, General Counsel
and Secretary
Premark International, Inc.
1717 Deerfield Road
Deerfield, Illinois 60015
(Name and address of agent for service)
(847) 405-6000
(Telephone number, including area code, of agent for
service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of re-
to be to be price per offering gistra-
registered registered share price tion fee
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Common Stock,
par value $1.00
per share..... 3,000,000(1) $24.78125 (2) $74,343,750 $22,526.00
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(1) Shares available for future options, restricted stock or
stock appreciation rights, plus such an indeterminate number
of additional shares as may be issuable by reason of the
anti-dilution provisions of the Plan.
(2) Estimated solely for purposes of calculating the
Registration Fee and computed pursuant to Rule 457(h) under
the Securities Act of 1933, based on the average of the high
and low prices of the Registrant's Common Stock on the New
York Stock Exchange on May 6, 1997.
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This Registration Statement is being filed for the purpose of
registering additional securities of the same class as other
securities for which a registration statement on Form S-8 was
filed with respect to the Premark International, Inc. 1994
Incentive Plan. Pursuant to General Instruction E of Form S-8,
the Registration Statement on Form S-8 (File No. 33-53561) filed
on May 10, 1994, by the Registrant with the Securities and
Exchange Commission is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 28, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 29, 1997.
(c) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form
10 dated September 8, 1986, as amended, and the description
of rights attaching to such Common Stock contained in the
Registrant's Current Report on Form 8-K dated December 21,
1996.
(d) The Registrant's Current Report on Form 8-K dated March
6, 1997 concerning a change of independent accountants.
(e) The Registrant's Registration Statement on Form S-8 (File
No. 33-53561) filed May 10, 1994.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which registers
all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel
John M. Costigan, who has rendered the opinion of counsel
attached hereto as Exhibit 5, is employed by the registrant as
Senior Vice President, General Counsel and Secretary
Item 8. Exhibits.
Exhibit
No. Description
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5 Opinion and Consent of John M. Costigan, Esq.
23 Consent of Independent Accountants
24 Powers of Attorney
<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 Deerfield, State of Illinois, on May 7, 1997.
PREMARK INTERNATIONAL, INC.
James M. Ringler
By: JAMES M. RINGLER
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 date indicated.
Signature Position
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Warren L. Batts
WARREN L. BATTS Chairman of the Board
of Directors, and Director
James M. Ringler
JAMES M. RINGLER President, Chief Operating
Officer and Director
(Principal Executive Officer)
* Director
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Harry W. Bowman
* Director
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Dr. Ruth M. Davis
* Director
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Dr. Lloyd C. Elam
* Director
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W. James Farrell
* Director
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Richard S. Friedland
* Director
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John B. McKinnon
* Director
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David R. Parker
* Director
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Janice D. Stoney
Robert W. Hoaglund
ROBERT W. HOAGLUND Vice President and Controller
(Principal Accounting
Officer)
Lawrence B. Skatoff
LAWRENCE B. SKATOFF Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)
John M. Costigan
*By: JOHN M. COSTIGAN
Attorney-in-fact
May 7, 1997
<PAGE>
Exhibit No. Description Page
5 Opinion and Consent of 1
John M. Costigan, Esq.
23 Consent of Independent 2
Accountants
24 Powers of Attorney 3
EXHIBIT 5
May 7, 1997
Premark International, Inc.
1717 Deerfield Road
Deerfield, Illinois 60015
RE: Premark International, Inc. Registration
Statement on Form S-8 Relating to the Premark
International, Inc. 1994 Incentive Plan
Dear Sirs:
Premark International, Inc., a Delaware corporation (the
"Company"), proposes to file a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933
(the "Act") in connection with a proposed sale to employees of
the Company of up to 3,000,000 shares of Common Stock, par value
$1.00 per share, of the Company (the "Common Stock"), in addition
to shares of Common Stock previously registered, pursuant to
the exercise of options which have been or may be granted to such
persons under the Company's 1994 Incentive Plan (the "Plan").
As counsel to the Company, I have examined such corporate
proceedings and such other legal matters as I deemed relevant to
the authorization and issuance of the shares of Common Stock
covered by the Registration Statement. Based upon such
examination, it is my opinion that the shares of Common Stock
being sold by the Company are legally authorized and, upon the
issuance and delivery thereof and the receipt by the Company of
the purchase price therefore as provided in the Plan, will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement. In giving this consent, I do not
concede that I am an expert within the meaning of the Act or the
rules and regulations thereunder, or that this consent is
required by Section 7 of the Act.
Very truly yours,
John M. Costigan
JOHN M. COSTIGAN
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
14, 1997, appearing in Premark International, Inc.'s Annual
Report on Form 10-K for the year ended December 28, 1996.
Price Waterhouse
PRICE WATERHOUSE
May 7, 1997
Chicago, Illinois
<XTEXT>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned Director of
Premark International, Inc., a Delaware corporation (the
"Corporation"), hereby constitutes and appoints each of John M.
Costigan, L. John Fletcher and Gregory J. Mancuso, and their or
his substitutes or substitute, his or her true and lawful
attorney and agent, in the name and on behalf of the undersigned,
to do any and all acts and things and execute any and all
instruments which the said attorney and agent may deem necessary
or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any rules and regulations
and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the
Securities Act of 1933, as amended, of the common stock, $1.00
par value, of the Corporation on a Registration Statement on Form
S-8, and to make and file any and all amendments, including
post-effective amendments, to the said Registration Statement,
relating to the Premark International, Inc. 1994 Incentive Plan,
as the same may be amended from time to time, including
specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the
undersigned in his or her capacity as a Director of the
Corporation, and to file the same, or cause the same to be filed,
together with exhibits, supplements, appendices, instruments and
other documents pertaining thereto, with the Securities and
Exchange Commission, and hereby ratifies and
confirms all that said attorneys and agents, and each of them,
and their or his substitute or substitutes, may have done, may do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her
hand this 7th day of May, 1997.
Warren L. Batts Harry W. Bowman
Dr. Ruth M. Davis Dr. Lloyd C. Elam
W. James Farrell Richard S. Friedland
John B. McKinnon David R. Parker
James M. Ringler Janice D. Stoney
