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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2000.
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
--------------------
AVON PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 13-0544597
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1345 Avenue of the Americas
New York, NY
10105-0196
(Address of principal executive offices)
AVON PRODUCTS, INC. YEAR 2000 STOCK INCENTIVE PLAN
(Full title of the Plan)
WARD M. MILLER, JR., Esq.
Senior Vice President,
General Counsel and Secretary
Avon Products, Inc.
1345 Avenue of the Americas
New York, NY 10105-0196
(Name and address of agent for service)
(212) 282-5000
(Telephone number, including Area Code,
of Agent for Service)
--------------------
Copies of Communications to:
KATHERINE M. KOOPS, Esq.
Powell, Goldstein, Frazer & Murphy LLP
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED UNIT PRICE FEE
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<S> <C> <C> <C> <C>
Avon Products, Inc. Common Stock,
par value $0.25 per share 18,250,000 (1) $40.00 (2) $730,000,000(3) $192,720
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Rights to Purchase Series B Junior
Participating Preferred Stock (4) 18,250,000 Rights N/A N/A N/A
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</TABLE>
(1) This Registration Statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event of a
stock split, stock dividend, reclassification or other similar transaction
pursuant to the terms of the Avon Products, Inc. Year 2000 Stock Incentive Plan.
(2)The average of the high and low prices of the Registrant's Common Stock as
reported by the New York Stock Exchange for August 8, 2000.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rules 457(c) and 457(h)(1) under
the Securities Act of 1933, as amended.
(4) The rights to purchase the Series B Junior Participating Preferred Stock
(the "Rights") will be attached to and trade with the shares of the Registrant's
Common stock. Value attributable to such Rights, if any, will be reflected in
the market price of the Registrant's Common Stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(1) Annual Report on Form 10-K for the year ended December
31, 1999 as filed with the Commission on March 27, 2000
(Commission File No. 1-04881);
(2) Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 as filed with the Commission on May 11,
2000 (Commission File No. 1-04881);
(3) Quarterly Report on Form 10-Q for the quarter ended June
30, 2000 as filed with the Commission on August 14, 2000
(Commission File No. 1-0488);
(4) The descriptions of the Company's Common Stock and the
Rights to purchase Series B Junior Participating
Preferred Stock contained in the Company's Registration
Statements filed pursuant to Section 12 of the Exchange
Act on Form 8-A, as amended (Commission File No.
1-04881).
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
date upon which this offering is terminated shall be deemed to be incorporated
by reference herein and to be part hereof from the date any such document is
filed.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, has
rendered an opinion regarding the legality of the Common Stock registered
hereby.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII of the Restated Certificate of Incorporation of Avon
Products, Inc. provides as follows:
No person who is or was a director of the Corporation shall have
personal liability to the Corporation or its shareholders for damages for any
breach of duty in such capacity, provided that the foregoing shall not limit the
liability of any such person (i) if a judgment or other final adjudication
adverse to him establishes that his acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that he
personally gained, in fact, a financial profit or other advantage to which he
was not legally entitled or that his acts violated Section 719 of the Business
Corporation Law of New York or, (ii) for any act or omission occurring prior to
the adoption of this Article VIII. No amendment to or repeal of this Article
VIII shall apply to or have any effect on the liability or alleged liability of
any such person to the Corporation for or with respect to any acts or omissions
of such person occurring prior to such amendment or repeal. If the Business
Corporation Law of New York is amended hereafter to expand or limit the
liability of a director, then the liability of a person who is or was a director
of the Corporation shall be deemed to be expanded to the extent required or
limited to the extent permitted by the Business Corporation Law of New York, as
so amended.
Article XII of the By-Laws of Avon Products, Inc. provides as
follows:
Section 1. Indemnification - Third Party and Derivative Actions.
(a) The corporation shall indemnify any person made, or threatened
to be made, a party to an action or proceeding, whether civil or criminal (other
than one by or in the right of the corporation to procure a judgment in its
favor), including an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director, officer or
employee of the corporation served in any capacity at the request of the
corporation, by reason of the fact that he is or was a director or officer of
the corporation, or is or was serving such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, including excise taxes, amounts paid in settlement and
expenses, including attorneys' fees, incurred in connection with any such action
or proceeding, or any appeal therein, provided that no indemnification may be
made to or on behalf of such person if a judgment or other final adjudication
adverse to such person establishes that (i) his acts were committed in bad faith
or were the result of his active or deliberate dishonesty and were material to
such action or proceeding or (ii) he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.
(b) The corporation shall indemnify any person made, or threatened
to be made, a party to an action by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of any other corporation of any type or
kind, domestic or foreign, or of any partnership, joint venture, trust, employee
benefit plan or other enterprise, against amounts paid in settlement and
expenses, including attorneys' fees, incurred in connection with such action, or
any appeal therein, provided that no indemnification may be
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made to or on behalf of such person if (i) his acts were committed in bad faith
or were the result of his active and deliberate dishonesty and were material to
such action or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
(c) The termination of any civil or criminal action or proceeding
by judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such person has
not met the standard of conduct set forth in this Section 1.
Section 2. Payment of Indemnification; Repayment.
(a) A person who has been successful, on the merits or otherwise,
in the defense of a civil or criminal action or proceeding of the character
described in Section 1 of this Article shall be entitled to indemnification as
authorized in such Section.
(b) Any indemnification under Section 1 of this Article, unless
ordered by a court, shall be made by the corporation in such manner as provided
by law.
(c) Expenses incurred by a person referred to in Section 1 of this
Article in defending a civil or criminal action or proceeding shall be paid by
the corporation in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of such person to repay such
amount in case he is ultimately found, in accordance with this Article, not to
be entitled to indemnification or, where indemnity is granted, to the extent the
expenses so paid exceed the indemnification to which he is entitled.
(d) Any indemnification of a person under Section 1 of this
Article, or advancement of expenses under Section 2(c) of this Article, shall be
made promptly, and in any event within 60 days, upon the written request of such
person.
Section 3. Enforcement; Defenses. The right to indemnification or
advancement of expenses granted by this Article shall be enforceable by the
person in question in any court of competent jurisdiction if the corporation
denies such request, in whole or in part, or if no disposition thereof is made
within 60 days. Such person's expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
action shall also be indemnified by the corporation. It shall be a defense to
any such action (other than an action brought to enforce a claim for the
advancement of expenses under Section 2(c) of this Article where the required
undertaking has been received by the corporation) that the claimant has not met
the standard of conduct set forth in Section 1 of this Article, but the burden
of proving such defense shall be on the corporation. Neither the failure of the
corporation to have made a determination that indemnification of the claimant is
proper, nor the fact that there has been an actual determination by the
corporation that indemnification of the claimant is not proper, shall be a
defense to the action or create a presumption that the claimant is not entitled
to indemnification.
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Section 4. Survival; Savings Clause; Preservation of Other Rights.
(a) The foregoing indemnification provisions shall be deemed to be
a contract between the corporation and each person who serves in such capacity
at any time while these provisions as well as the relevant provisions of the New
York Business Corporation Law are in effect and any repeal or modification
thereof shall not affect any right or obligation then existing with respect to
any state of facts then or previously existing or any action or proceeding
previously or thereafter brought or threatened based in whole or in part upon
any such state of facts. Such a contract right may not be modified retroactively
without the consent of such person.
(b) If this Article or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each such person against judgments, fines, amounts paid
in settlement and expenses, including attorneys' fees, incurred in connection
with any actual or threatened action by or in the right of the corporation, or
any appeal therein, to the full extent permitted by any applicable portion of
this Article that shall not have been invalidated and to the full extent
permitted by applicable law.
(c) The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of shareholders or directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer or employee of the corporation and shall inure to the
benefit of the heirs, executors and administrators of such a person. The
corporation is hereby authorized to provide further indemnification if it deems
it advisable by resolution of shareholders or directors, by amendment of these
by-laws or by agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference herein:
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
3(a) Restated Certificate of Incorporation as
filed with the Secretary of the State of
New York on May 16, 2000. [Incorporated
herein by reference to Exhibit 3.4 to the
Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000 (File
No. 1-04881).]
</TABLE>
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<TABLE>
<S> <C>
3(b) By-laws, as restated, effective December
2, 1999. [Incorporated herein by
reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1999 (File No.
1-04881).]
4(a) Restated Certificate of Incorporation,
filed as Exhibit 3(a), and By-laws of the
Company, as restated, effective December
2, 1999, filed as Exhibit 3(b), are
incorporated herein by reference.
5 Opinion of Powell, Goldstein, Frazer &
Murphy LLP.
23(a) Consent of Powell, Goldstein, Frazer &
Murphy LLP (included in Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (see signature pages to
this Registration Statement).
99.1 Avon Products, Inc. Year 2000 Stock Incentive
Plan [Incorporated by reference herein by
reference to Appendix A to the Company's
Proxy Statement on Form 14A as filed with
the Commission on March 27, 2000 (File
No. 1-04881)].
</TABLE>
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
Provided, however, that paragraphs (1)(i) and (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 Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the
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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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 the 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 to the questions whether such
indemnification by it is against public policy as expressed in the 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, 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 New York, State of New York, on this the 6th day of
July, 2000.
AVON PRODUCTS, INC.
By: /s/ Ward M. Miller, Jr.
------------------------
Ward M. Miller, Jr.
Senior Vice President,
General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints WARD M. MILLER, JR. as his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing required or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute, could lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signature Title
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<S> <C> <C>
/s/ Andrea Jung President, Chief Date: July 6, 2000.
----------------------------------- Executive Officer,
Andrea Jung and Director
(Principal Executive Officer)
/s/ Jose Ferreira, Jr. Executive Vice Date: July 6, 2000.
----------------------------------- President and Chief
Jose Ferreira, Jr. Operating Officer -
International and New
Business Development
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Susan J. Kropf
----------------------------------------------- Executive Vice Date: July 6, 2000.
Susan J. Kropf President and Chief
Operating Officer -
North America and
Global Business Operations
/s/ Robert J. Corti
----------------------------------------------- Executive Vice President and Date: July 6, 2000.
Robert J. Corti Chief Financial Officer
(Principal Financial Officer)
/s/ Janice Marolda
----------------------------------------------- Vice President and Date: July 6, 2000.
Janice Marolda Controller (Principal
Accounting Officer)
/s/ Brenda C. Barnes
----------------------------------------------- Director Date: July 6, 2000.
Brenda C. Barnes
/s/ Richard S. Barton
----------------------------------------------- Director Date: July 6, 2000.
Richard S. Barton
/s/ Edward T. Fogarty
----------------------------------------------- Director Date: July 6, 2000.
Edward T. Fogarty
/s/ Stanley C. Gault
----------------------------------------------- Chairman of the Date: July 6, 2000.
Stanley C. Gault Board
/s/ Fred Hassan
----------------------------------------------- Director Date: July 6, 2000.
Fred Hassan
/s/ Ann S. Moore
----------------------------------------------- Director Date: July 6, 2000.
Ann S. Moore
/s/ Lawrence A. Weinbach
----------------------------------------------- Director Date: July 6, 2000.
Lawrence A. Weinbach
/s/ Paula Stern
----------------------------------------------- Director Date: July 6, 2000.
Paula Stern
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
3(a) Restated Certificate of Incorporation as filed
with the Secretary of New York on May 16, 2000.
[Incorporated herein by reference to Exhibit 3.4
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000. (File No.
1-04881).]
3(b) By-laws, as restated, effective December 2, 1999.
[Incorporated herein by reference to Exhibit 3.2
to the Company's Annual Report on Form 10-K for
the year ended December 31, 1999. (File No.
1-04881).]
4(a) Restated Certificate of Incorporation, filed as
Exhibit 3(a), and By-laws of the Company, as
restated, effective December 2, 1999, filed as
Exhibit 3(b), are incorporated herein by
reference.
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP.
23(a) Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (see signature page to this
Registration Statement).
99.1 Avon Products, Inc. Year 2000 Stock Incentive Plan
[Incorporated herein by reference to Appendix A to
the Company's Proxy Statement on Form 14A as filed
with the Commission on March 27, 2000 (File No.
1-04881)].
</TABLE>
