As filed with the Securities and Exchange Commission on March 23,
1995
Registration No. 33-
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
McCORMICK & COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 52-0408290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18 Loveton Circle
Sparks, Maryland 21152
(Address of Principal Executive Offices) (Zip Code)
1995 EMPLOYEES STOCK PURCHASE PLAN
NON-QUALIFIED STOCK OPTIONS
(Full title of plan)
RICHARD W. SINGLE, SR.
Vice President
Secretary and General Counsel
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152
410-771-7321
(Name, address and telephone number of agent for service)
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the Registration Statement becomes
effective.
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum Amount
Securities Amount to Maximum Aggregate of
to be be Offering Offering Registration
Registered Registered* Per Share* Price Fee
Common Stock 79,000
(no par value)
Common Stock
Non-Voting 987,000 shs. $22.0625 $23,518,625 $8,109.22
(no par value)
*Represents the aggregate number of shares available at March
15, 1995 for issuance under the Plan with the estimated offering
price and registration fee, calculated in accordance with Rule 457
(c) and (h), based upon the average of the high and low prices of
the common stock of the Registrant on March 15, 1995 ($22.0625) per
share). In addition, pursuant to Rule 416 (c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to
the 1995 Employees Stock Purchase Plan described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual
Information*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the registration statement in
accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents or designated portions thereof are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended November 30, 1994, and all other reports filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since November 30, 1994;
(ii) The Company's Proxy Statement dated February 15,
1995;
(iii) The Company's Form 10 Registration Statement dated
April 29, 1965 (Registration Statement File Number 0-748)
registering stock pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended by Form 8 filed on August 16, 1988
with the Commission, which describes the Company's Securities; and
(iv) All documents filed by the Company or the 1995
Employees Stock Purchase Plan pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the
filing of this Registration Statement, and prior to the filing of
a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which
deregisters all securities remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such prior
statement. The documents required to be so modified or superseded
shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
The legal validity of the issuance of the shares of Common
Stock Non-Voting offered by the Prospectus has been passed upon by
Richard W. Single, Sr., Vice President, Secretary and General
Counsel of the Company. As of December 30, 1994, the record date
for the 1995 Annual Meeting of Stockholders, Mr. Single owned
78,335 shares of the Company's Common Stock and 20,588 shares of
Common Stock Non-Voting, which includes shares of Common Stock and
Common Stock Non-Voting beneficially owned by Mr. Single alone or
jointly with his spouse and children who have the same home as Mr.
Single. It also includes shares which could be acquired within 60
days of December 30, 1994 pursuant to the exercise of stock
options, and shares beneficially owned by virtue of his
participation in the McCormick Profit Sharing Plan and PAYSOP.
Ernst & Young, independent auditors, have no reportable interest in
the Company.
Item 6. Indemnification of Directors and Officers
Under the Company's By-Laws and the Maryland General
Corporation Law, the directors and officers of the Corporation may
be entitled to indemnification in respect of threatened, pending or
completed actions, suits or proceedings, whether civil, criminal,
administrative or investigative ("proceedings") to which they are
made a party by reason of their position as a director or officer
of the Company. In the case of conduct in their official capacity
with the Company, directors and officers will be entitled to
indemnification so long as they acted in good faith and in a manner
which they reasonably believed was in the best interests of the
Company, and in all other cases they will be entitled to
indemnification so long as they acted in good faith and in a manner
that was at least not opposed to the best interests of the Company.
In the case of criminal proceedings, the director or the officer
also must have had no reasonable cause to believe that the conduct
was unlawful.
If the director or officer is successful on the merits or
otherwise in the defense of any proceeding, the director or officer
will be entitled to indemnification against reasonable expenses
incurred in connection with the proceedings regardless of whether
the foregoing standards are met. In addition, a court of competent
jurisdiction may order indemnification if it determines that the
director or officer has met the foregoing standards, or even if
not, if it determines that the director or officer is entitled to
indemnification in view of all the relevant circumstances.
Any indemnification required or permitted by the Company's
By-Laws and the Maryland General Corporation Law may be against
judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the director or officer in connection with the
proceeding. However, if the proceeding is by or in the right of
the Company, indemnification may be made only against expenses and
may not be made in respect of any proceeding in which the
director or officer is adjudged to be liable to the Company.
Under the Company's Charter, the monetary liability of
directors and officers to the Company or its stockholders is
eliminated except for, and to the extent of, actual receipt of an
improper benefit in money, property or services, or in respect of
an adjudication based upon a finding of active and deliberate
dishonesty material to the cause of action adjudicated.
The Company also maintains for the benefit of its directors
and officers insurance covering certain liabilities asserted
against or incurred by such persons in their capacity as, or as a
result of their position of, director or officer of the Company.
This insurance may afford protection for liabilities not subject to
indemnification under the Company's By-Laws and the Maryland
General Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index on Page 9.
Item 9. Undertakings
A. 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 (A)(1)(i) and (A)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8,
and 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
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.
B. 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 Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the 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 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 the question 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.
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 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 County
of Baltimore, and the State of Maryland, on the 22nd day of March,
1995.
McCORMICK & COMPANY, INCORPORATED
By: /s/ H.EUGENE BLATTMAN
H. Eugene Blattman
President
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 dates indicted.
Principal Executive Officer:
/s/H. EUGENE BLATTMAN President & March 22, 1995
H. Eugene Blattman Chief Executive Officer
Principal Financial Officer:
/s/ROBERT G. DAVEY Vice President & March 22, 1995
Robert G. Davey Chief Financial Officer
Principal Accounting Officer:
/s/J. ALLAN ANDERSON Vice President & March 22, 1995
J. Allan Anderson Controller
A majority of the Board of Directors:
JAMES J. ALBRECHT, H. EUGENE BLATTMAN, JAMES S. COOK, ROBERT G.
DAVEY, HAROLD J. HANDLEY, GEORGE W. KOCH, ROBERT J. LAWLESS,
CHARLES P. McCORMICK, JR., GEORGE V. McGOWAN, CARROLL D. NORDHOFF,
RICHARD W. SINGLE, SR., WILLIAM E. STEVENS, AND KAREN D.
WEATHERHOLTZ.
By:/s/RICHARD W. SINGLE, SR. Attorney-in-fact March 22, 1995
Richard W. Single, Sr.
The 1995 Employee Stock Purchase Plan. Pursuant to the
requirements of the Securities Act of 1933, the 1995 Employee Stock
Purchase Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the County of Baltimore, and the State of Maryland, on the 22nd
day of March, 1995.
1995 EMPLOYEE STOCK PURCHASE PLAN
By: /s/KAREN D. WEATHERHOLTZ
Karen D. Weatherholtz
Vice President-Human Relations
Chairman, Salary & Benefits Committee
CONSENT OF COUNSEL
The consent of Richard W. Single, Sr., is included in his opinion
filed as Exhibit 5 to the Registration Statement.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein and in the
Prospectus pertaining to the 1995 Employee Stock Purchase Plan of
McCormick & Company, Incorporated of our reports dated January 25,
1995, with respect to the consolidated financial statements of
McCormick & Company, Incorporated incorporated by reference in its
Annual Report on Form 10-K for the year ended November 30, 1994,
and the related financial statement schedules included therein,
filed with the Securities and Exchange Commission.
Baltimore, Maryland ERNST & YOUNG
March 22, 1995
Exhibit Index
Exhibit References
(4) Instruments defining
the rights of security With respect to the rights of
holders, including holders of equity securities:
indentures Restatement of Charter of
McCormick & Company,
Incorporated dated April 16,
1990, (See Exhibit #4,
Registration Statement on Form
S-8, Registration No. 33-39582
filed March 25, 1991), as
amended by the Articles of
Amendment dated April 1, 1992
(See Exhibit #4, Registration
Statement on Form S-8,
Registration No. 33-59842 filed
March 19, 1993). No instrument
of Registrant with respect to
long-term debt involves an
amount of authorized securities
which exceeds 10 percent of the
total assets of the Registrant
and its subsidiaries on a
consolidated basis. Registrant
agrees to furnish a copy of any
such instrument upon request of
the Commission.
(5) Opinion re legality Opinion of Richard W. Single,
Sr. attached.
(15) Letter re unaudited, interim
financial information Not applicable.
(23) Consents of experts and See page 8 hereof and Exhibit
counsel #5.
(24) Power of attorney Attached.
(28) Information from reports
furnished to state insurance
regulatory authorities Not applicable.
(99) Additional exhibits Copy of the 1995 Employee Stock
Purchase Plan document
incorporated by reference from
Attachment A of the Company's
Proxy Statement dated February
15, 1995.
Exhibit 5
March 22, 1995
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152
Re: Registration Statement on Form S-8
I am the Vice President, Secretary & General Counsel for
McCormick & Company, Incorporated (the "Company"). I have reviewed
and am familiar with the 1995 Employees Stock Purchase Plan (the
"Plan") and the non-qualified stock options proposed to be granted
by the Company on March 15, 1995 and described in the Form
S-8 Registration Statement and Prospectus ("Non-Qualified Stock
Options"), the Charter and By-Laws of the Company, the corporate
proceedings relating to the adoption of the Plan and the granting
of options thereunder, and the Registration Statement on Form S-
8 being filed with the Securities and Exchange Commission under the
Securities Act of 1933 in the matter of the offering of shares of
the Company's Common Stock Non-Voting under the Plan and Common
Stock and Common Stock Non-Voting offered pursuant to the
Non-Qualified Stock Options.
I have assumed for purposes of this opinion that all of the
shares issued or to be issued pursuant to the Plan or the
Non-Qualified Stock Options have been or will be newly issued
shares. In my opinion, the shares offered and sold pursuant to the
Plan and the Non-Qualified Stock Options, upon issuance and
delivery by the Company upon exercise of options granted pursuant
to the Plan and the Non-Qualified Stock Options and receipt by the
Company of the subscription prices as therein provided, will be
legally and validly authorized and issued and will be fully paid
and non-assessable in the hands of the holders thereof.
I hereby consent to the filing of this opinion as an exhibit
to the above-mentioned Registration Statement and to the reference
to this opinion in the Prospectus under the caption "Income Tax
Status."
Very truly yours,
/s/Richard W. Single, Sr.
Richard W. Single, Sr.
Exhibit 24
McCORMICK & COMPANY, INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers
and directors of McCORMICK & COMPANY, INCORPORATED, a Maryland
corporation, hereby constitute and appoint CHARLES P. McCORMICK,
JR., H. EUGENE BLATTMAN and RICHARD W. SINGLE, SR., and each of
them, the true and lawful agents and attorneys-in-fact of the
undersigned with full power and authority in said agents and
attorneys-in-fact, and in any one or more of them, to sign for the
undersigned, and in their respective names as officers and
directors of the Company, a registration statement of the Company
on Form S-8 to be filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933, as
amended, and to any amendment or amendments to such registration
statement, in the matter of shares offered under the 1995 Employees
Stock Purchase Plan and non-qualified options offered by the
Company, hereby ratifying and confirming all acts taken by such
agents and attorneys-in-fact, or any one or more of them, as herein
authorized.
Dated:
March 22, 1995
Charles P. McCormick, Jr.
Chairman of the Board
(Principal Executive Officer &
Director)
March 22, 1995 /s/H. Eugene Blattman
H. Eugene Blattman
Chief Executive Officer & President
Director
March 22, 1995 /s/Robert G. Davey
Robert G. Davey
Vice President & Chief Financial
Officer
(Principal Financial Officer &
Director)
March 22, 1995 /s/J. Allan Anderson
J. Allan Anderson
Vice President & Controller
(Principal Accounting Officer)
March 22, 1995 /s/James J. Albrecht
James J. Albrecht, Director
March 22, 1995
James S. Cook, Director
March 22, 1995
George W. Koch, Director
March 22, 1995
Harold J. Handley, Director
March 22, 1995 /s/Robert J. Lawless
Robert J. Lawless, Director
March 22, 1995
George V. McGowan, Director
March 22, 1995 /s/Carroll D. Nordhoff
Carroll D. Nordhoff, Director
March 22, 1995 /s/Richard W. Single, Sr.
Richard W. Single, Sr., Director
March 22, 1995
William E. Stevens, Director
March 22, 1995 /s/Karen D. Weatherholtz
Karen D. Weatherholtz, Director