<PAGE> 1
As filed with the Securities and Exchange Commission on August 25, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rubbermaid Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0628700
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1147 Akron Road, Wooster, Ohio 44691-6000
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1989 STOCK INCENTIVE
AND OPTION PLAN
(Full Title of the Plan)
James A. Morgan
Senior Vice President, General Counsel and Secretary
Rubbermaid Incorporated
1147 Akron Road
Wooster, Ohio 44691-6000
(Name and Address of Agent for Service)
(330) 264-6464
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share(1) Offering Price(1) Fee(1)
<S> <C> <C> <C> <C>
Common Shares, 5,000,000 $25.28 $126,400,000.00 $38,303.00
with a par value of
One Dollar ($1.00)
per share(2)
<FN>
- --------
(1) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(c) and (h)(1) under the Securities Act of 1933.
The registration fee is based on the average of the high and low prices reported
for Rubbermaid Incorporated's Common Shares on the New York Stock Exchange on
August 20, 1997.
(2) The Common Shares registered hereby include associated rights (the
"Rights") to purchase Common Shares. Until the occurrence of certain prescribed
events, none of which has occurred, the Rights are not exercisable, are
evidenced by the certificates representing the Common Shares, and will be
transferred along with and only with the Common Shares.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are hereby incorporated
by reference into this Registration Statement:
1. In accordance with General Instruction E of Form S-8, the
Registrant's Registration Statement on Form S-8 filed on October
20, 1994 (No. 33-56105);
2. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
3. All reports filed by Registrant pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (2) above; and
4. The description of the Registrant's Common Shares and the
associated Rights set forth in the Registrant's applicable
Registration Statement filed with the Commission pursuant to
Section 12(b) of the 1934 Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the 1934 Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment 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 to be a part of this Registration Statement from the
date of filing of such documents.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Shares offered hereby will be passed upon
by James A. Morgan, Esq., Senior Vice President, General Counsel and Secretary
of the Registrant.
ITEM 8. EXHIBITS
The Exhibits to this Registration Statement are listed in the Exhibit
Index on page 5 of this Registration Statement.
SIGNATURES
The Registrant. 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 Wooster, State of Ohio, on this 25th day of
August, 1997.
RUBBERMAID INCORPORATED
By: /s/ James A. Morgan
-------------------------------------------
James A. Morgan, Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 25, 1997.
* Chairman of the Board and Chief
- -------------------------- Executive Officer (Principal Executive
Wolfgang R. Schmitt Officer)
* Senior Vice President and Chief Financial
- -------------------------- Officer (Principal Financial Officer)
George C. Weigand
* Director
- -------------------------
Tom H. Barrett
* Director
- -------------------------
Charles A. Carroll
* Director
- -------------------------
Scott S. Cowen
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* Director
- -------------------------
Robert O. Ebert
* Director
- -------------------------
Robert M. Gerrity
* Director
- -------------------------
Karen N. Horn
* Director
- -------------------------
William D. Marohn
* Director
- -------------------------
Steven A. Minter
* Director
- -------------------------
Jan Nicholson
* Director
- -------------------------
Paul G. Schloemer
* James A. Morgan, by signing his name hereto, does sign this Registration
Statement on behalf of the persons indicated above pursuant to power of attorney
executed by such persons and filed as an exhibit to this Registration Statement.
By: /s/ James A. Morgan
---------------------------------------
James A. Morgan, Attorney-in-Fact
<PAGE> 5
INDEX TO EXHIBITS
Exhibit No. Description
4(a) Amended Articles of Incorporation of Rubbermaid
Incorporated, filed as Exhibit 3(a) and 4(a) to Form
10-K (File No. 1-4188) for the year ended December 31,
1992 and incorporated by reference herein.
4(b) Amended Code of Regulations of Rubbermaid Incorporated,
filed as Exhibit 3(b) and 4(b) to Form 10-K for the year
ended December 31, 1992 and incorporated by reference
herein.
4(c) Shareholder Rights Agreement between Rubbermaid
Incorporated and The First National Bank of Boston dated
June 25, 1996, filed as Exhibit 4.1 to Form 8-K filed
with the Commission on June 26, 1996 and incorporated by
reference herein.
5 Opinion of James A. Morgan, Esq., as to the legality of
the Common Shares being registered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of James A. Morgan, Esq. (set forth in his
opinion referenced as Exhibit 5).
24 Power of Attorney pursuant to which certain Directors
have signed this Form S-8 Registration Statement.
<PAGE> 1
[Rubbermaid Incorporated Letterhead] Exhibit 5
August 22, 1997
Rubbermaid Incorporated
1147 Akron Road
Wooster, OH 44691-6000
Gentlemen:
As counsel for Rubbermaid Incorporated, an Ohio corporation
("Rubbermaid"), I am familiar with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Rubbermaid with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, with respect to 5,000,000 of Rubbermaid's Common Shares, with a par
value of One Dollar ($1.00) per share (the "Shares"), to be issued in connection
with the Amended and Restated 1989 Stock Incentive and Option Plan (the "Plan").
In connection with the foregoing, I have examined the following:
1. The Amended Articles of Incorporation and the Regulations of
Rubbermaid, both as amended to date;
2. The records relating to the organization of Rubbermaid and such
other records of corporate proceedings and such other documents as I deemed
necessary to examine as a basis of the opinions hereinafter expressed;
3. The Registration Statement (including Exhibits thereto) to be filed
with the Commission; and
4. Copies of the Plan, and the records of the proceedings of the Board
of Directors of Rubbermaid relating to the adoption and approval thereof.
Based upon such examination, I am of the opinion that:
A. Rubbermaid is a corporation duly organized and validly existing
under the laws of the State of Ohio.
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August 22, 1997
Page 2
B. The Shares have been duly authorized and, when issued and delivered
pursuant to the Plan and in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this Opinion as Exhibit 5 to the
Registration Statement and the use of my name therein.
Very truly yours,
/s/ James A. Morgan
---------------------------------------
James A. Morgan
Senior Vice President, General Counsel
and Secretary
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Exhibit 23(a)
[KPMG Peat Marwick LLP Letterhead]
Shareholders and Board of Directors
Rubbermaid Incorporated:
We consent to incorporation by reference in the registration statement on Form
S-8 of Rubbermaid Incorporated for the Amended and Restated 1989 Stock
Incentive and Option Plan of our report dated January 31, 1997, relating to the
consolidated balance sheets of Rubbermaid Incorporated and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of
earnings, cash flows and shareholders' equity for each of the years in the
three-year period ended December 31, 1996, which report appears in the December
31, 1996 annual report on Form 10-K of Rubbermaid Incorporated.
/s/ KPMG Peat Marwick LLP
Cleveland, Ohio
August 22, 1997
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Exhibit 24
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director, of Rubbermaid Incorporated, an Ohio corporation, which anticipates
filing with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 to effect the registration of securities pursuant to and in
connection with the Amended and Restated 1989 Stock Incentive and Option Plan,
hereby constitutes and appoints Wolfgang R. Schmitt, George C. Weigand and James
A. Morgan, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of August 8, 1997.
/s/ Wolfgang R. Schmitt Director, Chairman of the Board and
- ------------------------------ Chief Executive Officer
Wolfgang R. Schmitt (Principal Executive Officer)
/s/ George C. Weigand Senior Vice President and
- ------------------------------ Chief Financial Officer
George C. Weigand (Principal Financial & Accounting Officer)
/s/ Tom H. Barrett Director
- ------------------------------
Tom H. Barrett
/s/ Charles A. Carroll Director
- ------------------------------
Charles A. Carroll
/s/ Scott S. Cowen Director
- ------------------------------
Scott S. Cowen
<PAGE> 2
/s/ Robert O. Ebert Director
- ------------------------------
Robert O. Ebert
/s/ Robert M. Gerrity Director
- ------------------------------
Robert M. Gerrity
/s/ Karen N. Horn Director
- ------------------------------
Karen N. Horn
/s/ William D. Marohn Director
- ------------------------------
William D. Marohn
/s/ Steven A. Minter Director
- ------------------------------
Steven A. Minter
/s/ Jan Nicholson Director
- ------------------------------
Jan Nicholson
/s/ Paul G. Schloemer Director
- ------------------------------
Paul G. Schloemer
