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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2000
REGISTRATION NO. 333-
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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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UST INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 06-1193986
(State of incorporation) (I.R.S. employer identification no.)
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<S> <C>
100 WEST PUTNAM AVENUE 06830
GREENWICH, CONNECTICUT (Zip code)
(Address of principal executive offices)
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1992 STOCK OPTION PLAN
(Full title of the plans)
RICHARD H. VERHEIJ, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
UST INC.
100 WEST PUTNAM AVENUE
GREENWICH, CONNECTICUT 06830
(203) 661-1100
(Name, address and telephone number, including area code,
of agent for service)
With Copies to:
DAVID J. FRIEDMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-2218
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.50 per share....... 5,000,000 shares $14.96875 $74,843,750.00 $19,758.75
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(1) Estimated solely for the purpose of calculating the registration fee, and
based on the average of the high and low sales prices of the Common Stock on
the New York Stock Exchange on May 9, 2000 in accordance with Rules 457(c)
and 457(h) under the Securities Act of 1933, as amended (the "Securities
Act").
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document(s) containing the information specified in Item 1 will be sent
or given to Participants in the 1992 Stock Option Plan as specified by Rule
428(b)(1) and are not required to be filed as part of this Registration
Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The document(s) containing the information specified in Item 2 will be sent
or given to participants in the 1992 Stock Option Plan as specified by Rule
428(b)(2) and are not required to be filed as part of this Registration
Statement.
* * *
On June 26, 1992, UST Inc., a Delaware corporation (the "Registrant"),
filed a Registration Statement on Form S-8 (Registration No. 33-488288)
registering 10,400,000 shares of Common Stock, par value $0.50 per share (the
"Common Stock"), for issuance in accordance with the terms of the Registrant's
1992 Stock Option Plan. Such registration statement is incorporated herein by
reference.
This Registration Statement is being filed to register an additional
5,000,000 shares of Common Stock for issuance in accordance with the terms of
the 1992 Stock Option Plan. An amendment to the 1992 Stock Option Plan
increasing the number of shares authorized for issuance pursuant to such plan
was approved by the Registrant's stockholders at the 2000 Annual Meeting of
Stockholders.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the registrant, UST Inc., a Delaware
corporation (the "Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference, as of their respective dates, in
this Registration Statement:
(i) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as filed with the Commission on March 3, 2000;
(ii) Registrant's Current Report on Form 8-K, as filed with the
Commission on March 30, 2000;
(iii) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, as filed with the Commission on May 15, 2000; and
(iv) The description of common stock, par value $0.50 per share, of
Registrant (the "Common Stock") contained in Registrant's Registration
Statement on Form S-4 dated March 20, 1987, filed pursuant to Section 12(b)
of the Exchange Act (File No. 33-12765), including any amendment or report
filed for the purpose of updating such information.
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 shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the 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 which 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") allows the
indemnification of directors, officers, employees or agents of a corporation
against liabilities and expenses arising out of actions brought by a third
party, provided that the board of directors determines that such person 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 corporation, and, with respect to a criminal
matter, had no reasonable cause to believe his or her conduct was unlawful. Such
law also permits indemnification against expenses in actions brought by or in
the right of a corporation if the standards of conduct required for third party
actions are met, and either (1) such person was not adjudged liable to the
corporation, or (2) the Delaware Chancery Court or other court in which the
action was brought determines that such person is fairly and reasonably entitled
to be indemnified. Indemnification provided pursuant to Section 145 is not
exclusive, and a corporation is empowered to purchase and maintain insurance on
behalf of any person who is a director, officer, employee or agent of the
corporation, another corporation or other enterprise against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as
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such, whether or not the corporation would have the power to indemnify such
person against such liability under Section 145. The Registrant's Amended and
Restated By-Laws (the "By-Laws") provide that the Registrant shall indemnify its
directors, officers, employees and agents to the fullest extent permitted by
law.
The DGCL permits a Delaware corporation to include a provision in its
certificate of incorporation eliminating or limiting the personal liability of
any director to the corporation or its stockholders for monetary damages for a
breach of the director's fiduciary duty as a director except for liability (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, which concerns unlawful payments of dividends, stock purchases or
redemptions or (iv) for any transaction from which the director derived an
improper personal benefit. The Registrant's Restated Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty by such director as a director to the full extent permitted by
the DGCL.
The indemnification provisions contained in the Registrant's By-Laws are
not exclusive of any other rights to which a person may be entitled under any
By-Law, agreement, contract, vote of stockholders or disinterested directors or
pursuant to the direction of any court of competent jurisdiction or otherwise.
In addition, the Registrant maintains, at its expense, a policy of insurance
which insures its directors and officers, subject to certain exclusions or
deductions as are usual in such insurance policies, against certain liabilities
which may be incurred in those capacities, including liabilities arising under
the Securities Act. The Registrant has also entered into agreements which
provide for the indemnification of its directors and officers against such
liabilities to the fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement or,
where so indicated, have been previously filed and are incorporated herein by
reference.
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EXHIBIT NO. DESCRIPTION
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4.1 Form of Common Stock Certificate, previously filed as an
exhibit to the Registrant's Registration Statement on Form
S-4 (Registration No. 33-12765), is hereby incorporated
herein by reference thereto.
4.2 Restated Certificate of Incorporation of the Registrant, a
copy of which was filed as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for its quarter ended March
31, 1992, is hereby incorporated herein by reference
thereto.
4.3 Amended and Restated By-Laws of the Registrant, a copy of
which was filed as Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for its quarter ended September 30,
1998, are hereby incorporated herein by reference thereto.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
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ITEM 9. UNDERTAKINGS.
A. The 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 paragraphs (A)(1)(i) and (A)(1)(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 Exchange Act that are
incorporated by reference in this Registration Statement;
(2) That, for the purpose 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; and
(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.
B. The Registrant hereby undertakes 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 Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Town
of Greenwich, State of Connecticut, on the 12th day of May, 2000.
UST INC.
(Registrant)
By /s/ VINCENT A. GIERER, JR.
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Name: Vincent A. Gierer, Jr.
Title: Chairman of the Board,
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of Registrant
and in the capacities indicated on May 12, 2000.
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SIGNATURE TITLE
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/s/ VINCENT A. GIERER, JR. Chairman of the Board, Chief
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Vincent A. Gierer, Jr. and President; Director
(Principal Executive Officer)
/s/ ROBERT T. D'ALESSANDRO Senior Vice President and Chief
- --------------------------------------------------- Financial Officer
Robert T. D'Alessandro (Principal Financial and Accounting
Officer)
/s/ JAMES W. CHAPIN Director
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James W. Chapin
/s/ JOHN P. CLANCEY Director
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John P. Clancey
/s/ EDWARD H. DEHORITY, JR. Director
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Edward H. DeHority, Jr.
/s/ ELAINE J. EISENMAN, PH.D. Director
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Elaine J. Eisenman, Ph.D.
/s/ EDWARD T. FOGARTY Director
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Edward T. Fogarty
/s/ P.X. KELLEY Director
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P.X. Kelley
/s/ PETER J. NEFF Director
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Peter J. Neff
/s/ LOWELL P. WEICKER, JR. Director
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Lowell P. Weicker, Jr.
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LIST OF EXHIBITS
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DESIGNATION DESCRIPTION OF EXHIBIT
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4.1 Form of Common Stock Certificate, previously filed as an
exhibit to the Registrant's Registration Statement on Form
S-4 (Registration No. 33-12765), is hereby incorporated
herein by reference thereto.
4.2 Restated Certificate of Incorporation of the Registrant, a
copy of which was filed as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for its quarter ended March
31, 1992, is hereby incorporated herein by reference
thereto.
4.3 Amended and Restated By-Laws of the Registrant, a copy of
which was filed as Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for its quarter ended September 30,
1998, are hereby incorporated herein by reference thereto.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
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EXHIBIT 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
May 12, 2000
UST Inc.
100 West Putnam Avenue
Greenwich, Connecticut 06830
Ladies and Gentlemen:
We have acted as special counsel to UST Inc., a Delaware corporation (the
"Company"), in connection with the proposed issuance by the Company of up to an
additional 5,000,000 shares (the "Shares") of common stock, par value $0.50 per
share (the "Common Stock"), pursuant to the Company's 1992 Stock Option Plan
(the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Company's Registration Statement on Form S-8, relating to the Shares,
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act on May 12, 2000 (together with all exhibits thereto, the
"Registration Statement"), (ii) the Restated Certificate of Incorporation of the
Company, as currently in effect, (iii) the Amended and Restated By-Laws of the
Company, as currently in effect, (iv) specimen certificates representing the
Common Stock, (v) resolutions of the Board of Directors of the Company relating
to the Plan and the filing of the Registration Statement, (vi) the Plan and
(vii) the form of option agreement between the Company and the employees,
directors and officers receiving options (the "Option Agreement"). We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof. We have further assumed that each of the Option Agreements to be
entered into between the Company and the employees, directors and officers
receiving options under the Plan will conform to the form of agreement examined
by us. As to any facts material to the opinions expressed herein which we have
not independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the Bar in the State of New York, and
we do not express any opinion as to the laws of any other jurisdiction other
than the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and when the Shares have been issued, delivered
and paid for in accordance with the terms of the Plan and the Option Agreements
upon the exercise of options duly granted pursuant to the terms of the Plan and
the Option Agreements, such Shares will be validly issued, fully paid and
nonassessable.
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We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very Truly Yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of UST Inc. (the "Company"), pertaining to the 1992 Stock Option
Plan, of our report dated February 7, 2000, with respect to the consolidated
financial statements of the Company incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1999, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Stamford, Connecticut
May 12, 2000
