Registration No. 33-
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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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Premark International, Inc.
(Exact name of Issuer as specified in its charter)
Delaware 36-3461320
(State or other jurisdiction of (I.R.S.
incorporation or organization) Employer Iden-
tification No.)
1717 Deerfield Road, Deerfield, Illinois 60015
(Address of principal executive offices) (Zip code)
PREMARK INTERNATIONAL, INC. 1994 INCENTIVE PLAN
(Full title of the plan)
JOHN M. COSTIGAN, Esq.
Senior Vice President, General Counsel
and Secretary
Premark International, Inc.
1717 Deerfield Road
Deerfield, Illinois 60015
(Name and address of agent for service)
(847) 405-6000
(Telephone number, including area code, of agent for
service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of re-
to be to be price per offering gistra-
registered registered share price tion fee
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Common Stock,
par value $1.00
per share..... 3,000,000(1) $24.78125 (2) $74,343,750 $22,526.00
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(1) Shares available for future options, restricted stock or
stock appreciation rights, plus such an indeterminate number
of additional shares as may be issuable by reason of the
anti-dilution provisions of the Plan.
(2) Estimated solely for purposes of calculating the
Registration Fee and computed pursuant to Rule 457(h) under
the Securities Act of 1933, based on the average of the high
and low prices of the Registrant's Common Stock on the New
York Stock Exchange on May 6, 1997.
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This Registration Statement is being filed for the purpose of
registering additional securities of the same class as other
securities for which a registration statement on Form S-8 was
filed with respect to the Premark International, Inc. 1994
Incentive Plan. Pursuant to General Instruction E of Form S-8,
the Registration Statement on Form S-8 (File No. 33-53561) filed
on May 10, 1994, by the Registrant with the Securities and
Exchange Commission is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 28, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 29, 1997.
(c) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form
10 dated September 8, 1986, as amended, and the description
of rights attaching to such Common Stock contained in the
Registrant's Current Report on Form 8-K dated December 21,
1996.
(d) The Registrant's Current Report on Form 8-K dated March
6, 1997 concerning a change of independent accountants.
(e) The Registrant's Registration Statement on Form S-8 (File
No. 33-53561) filed May 10, 1994.
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 securities offered hereby have been sold or which registers
all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel
John M. Costigan, who has rendered the opinion of counsel
attached hereto as Exhibit 5, is employed by the registrant as
Senior Vice President, General Counsel and Secretary
Item 8. Exhibits.
Exhibit
No. Description
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5 Opinion and Consent of John M. Costigan, Esq.
23 Consent of Independent Accountants
24 Powers of Attorney
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 Deerfield, State of Illinois, on May 7, 1997.
PREMARK INTERNATIONAL, INC.
James M. Ringler
By: JAMES M. RINGLER
President and
Chief Executive Officer
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 date indicated.
Signature Position
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Warren L. Batts
WARREN L. BATTS Chairman of the Board
of Directors, and Director
James M. Ringler
JAMES M. RINGLER President, Chief Operating
Officer and Director
(Principal Executive Officer)
* Director
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Harry W. Bowman
* Director
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Dr. Ruth M. Davis
* Director
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Dr. Lloyd C. Elam
* Director
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W. James Farrell
* Director
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Richard S. Friedland
* Director
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John B. McKinnon
* Director
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David R. Parker
* Director
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Janice D. Stoney
Robert W. Hoaglund
ROBERT W. HOAGLUND Vice President and Controller
(Principal Accounting
Officer)
Lawrence B. Skatoff
LAWRENCE B. SKATOFF Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)
John M. Costigan
*By: JOHN M. COSTIGAN
Attorney-in-fact
May 7, 1997
Exhibit No. Description Page
5 Opinion and Consent of 1
John M. Costigan, Esq.
23 Consent of Independent 2
Accountants
24 Powers of Attorney 3