Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE PROCTER & GAMBLE COMPANY (Exact name of registrant as specified in its charter) Ohio 31-0411980 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) One Procter & Gamble Plaza, Cincinnati, Ohio 45202 (513) 983-1100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) THE PROCTER & GAMBLE FUTURE SHARES PLAN (Full title of the plan) Terry L. Overbey, Secretary The Procter & Gamble Company One Procter & Gamble Plaza, Cincinnati, Ohio 45202 (513) 983-4463 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------ Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered(1) per unit price fee - ------------------------------------------------------------------------------ Common Stock 6,000,000 $64.88(2) $389,280,000(2) $102,769.92 (without par value) (1) Plus such additional number of shares as may be required in the event of a stock split or similar event in accordance with Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"). (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(h), on the basis of the average of the high and low prices of the Common Stock reported in the consolidated reporting system on April 10, 2000. Part I EXPLANATORY NOTE This Registration Statement is filed pursuant to Instruction E to Form S-8 to register additional Common Stock issuable under The Procter & Gamble Future Shares Plan, as amended (the "Plan"). Pursuant to Instruction E to Form S-8, the Registrant hereby incorporates by reference into this Registration Statement the contents of the Registrant's Registration Statement on Form S-8, filed on October 15, 1997 (Registration No. 333-37905). The documents containing information specified by Part I of this Registration Statement have been or will be sent or given to participants in the Plan as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act. Such documents are not required to be filed with the SEC but constitute (along with documents incorporated by reference into this Registration Statement) a prospectus that meets the requirements of Section 10(a) of the Securities Act. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS Exhibit No. Description - ----------- ----------- (4)(i)(a) -- Amended Articles of Incorporation (Incorporated by reference to Exhibit (3-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 1998) (4)(i)(b) -- Regulations(Incorporated by reference to Exhibit (3-2) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) (5) -- Opinion of Counsel (23)(a) -- Consent of Deloitte & Touche LLP. (23)(b) -- Consent of Terry L. Overbey, Esq., is contained in his opinion filed as Exhibit (5) - ----------- 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 Cincinnati, State of Ohio, on April 11, 2000. THE PROCTER & GAMBLE COMPANY By /s/DURK I. JAGER ------------------------ Durk I. Jager Chairman of the Board, President and Chief Executive Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities as of on April 11, 2000. Signature Title /s/DURK I. JAGER - -------------------- Chairman of the Board, President Durk I. Jager and Chief Executive and Director /s/CLAYTON C. DALEY, JR. - -------------------- Chief Financial Officer Clayton C. Daley, Jr. /s/DAVID R. WALKER - -------------------- Vice President and Comptroller David R. Walker /s/NORMAN R. AUGUSTINE - -------------------- Norman R. Augustine Director /s/DONALD R. BEALL - -------------------- Donald R. Beall Director /s/GORDON F. BRUNNER - -------------------- Gordon F. Brunner Director /s/RICHARD B. CHENEY - -------------------- Richard B. Cheney Director /s/RICHARD J. FERRIS - -------------------- Richard J. Ferris Director /s/JOSEPH T. GORMAN - -------------------- Joseph T. Gorman Director /s/CHARLES R. LEE - -------------------- Charles R. Lee Director /s/LYNN M. MARTIN - ------------------- Lynn M. Martin Director /s/JOHN E. PEPPER - ------------------- John E. Pepper Director /s/JOHN C. SAWHILL - ------------------- John C. Sawhill Director /s/JOHN F. SMITH, JR. - ------------------- John F. Smith, Jr. Director /s/RALPH SNYDERMAN - ------------------- Ralph Snyderman Director /s/ROBERT D. STOREY - ------------------- Robert D. Storey Director /s/MARINA V.N. WHITMAN - ------------------- Marina v.N. Whitman Director EXHIBIT INDEX Exhibit No. Description - ----------- ----------- (4)(i)(a) -- Amended Articles of Incorporation (Incorporated by reference to Exhibit (3-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 1998) (4)(i)(b) -- Regulations(Incorporated by reference to Exhibit (3-2) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) (5) -- Opinion of Counsel (23)(a) -- Consent of Deloitte & Touche LLP. (23)(b) -- Consent of Terry L. Overbey, Esq., is contained in his opinion filed as Exhibit (5) - -----------