As filed with the Securities and Exchange Commission on January 6, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WARNER-LAMBERT COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 22-1598912
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
201 Tabor Road
Morris Plains, NJ 07950
(201) 540-2000
(Address, including zip code, of Registrant's principal executive office)
Warner-Lambert Company
1996 Stock Plan
(Full title of the Plan)
Gregory L. Johnson, Esq.
Vice President and General Counsel
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
(201) 540-2000
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
Copies to:
James M. Cotter, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share<F1> Price <F1> Fee <F1>
Common Stock, $.01 par 14,000,000 $74.25 $1,039,500,000 $315,000
value per share<F2>
<FN>
<F1> Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the amount of registration fee have been computed on the basis
of the average of the high and low prices of the Common Stock reported on
the New York Stock Exchange Composite Tape on January 2, 1997.
<F2> Includes Preferred Share Purchase Rights which, prior to the occurrence
of certain events will not be exercisable or evidenced separately from
the Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Warner-Lambert Company (the "Company"
or the "Registrant") (File No. 1-3608) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1995
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.
(c) Current Reports on Form 8-K dated January 23, 1996, April 23, 1996
and June 30, 1996.
(d) The description of the Company Common Stock contained in the
Company's Registration Statement filed under Section 12 of the Exchange
Act, including any amendments or reports filed for the purpose of updating
such description.
(e) The description of the Company's Preferred Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A dated
June 28, 1988, as amended by Form 8 dated July 5, 1989.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "Delaware Law"), the Company's Certificate of
Incorporation includes a provision that eliminates the personal liability of a
director to the Company or its stockholders for monetary damages arising out of
the director's breach of his or her fiduciary duty of care, except as follows.
A director remains potentially liable for monetary damages (unless otherwise
permitted by applicable law) for (a) breach of the director's duty of loyalty
to the Company or its stockholders, (b) acts or omissions not in good faith
or which involve misconduct or a knowing violation of law, (c) an improper
payment of a dividend or an improper redemption or repurchase of the Company's
stock (as provided in Section 174 of the Delaware Law) or (d) any transaction
from which a director derives an improper personal benefit. Any repeal or
modification of this provision will not affect any right or protection of a
director that exists at the time of such repeal or modification.
Section 145 of the Delaware Law empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of such corporation), by reason of the fact that such person is
or was an officer, director, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer, director, employee or agent acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no reasonable
cause to believe his or her conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer
or director actually and reasonably incurred.
Article VII of the By-Laws of the Company provides in terms similar to
those of Section 145 of the Delaware Law that the Company shall have power and
shall be required to indemnify its directors and officers in accordance with
the Delaware Law.
Under the terms of various Directors and Officers Liability and
Corporation Reimbursement Liability Policies, the directors and officers of the
Company are insured, subject to applicable policy exclusions, limits and
deductibles, against any loss incurred in connection with any claim made
against them or any of them for any actual or alleged breach of duty, neglect,
error, misstatement, misleading statement, omission or other act done or
wrongfully attempted, or any matter not excluded by the terms and conditions of
the policy, claimed against them solely by reason of their being directors or
officers of the Company. The foregoing statements are subject to the detailed
provisions of such Policies.
The Company has entered into indemnification agreements with each of its
directors and officers. Such indemnification agreements provide that the
Company will pay certain amounts incurred by a director or officer in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, and
specifically including actions by or in the name of the Company (referred
to as derivative suits), where the individual's involvement is by reason of
the fact that he or she is or was a director or officer. Such amounts include,
to the maximum extent permitted by law, attorneys' fees, judgments, civil or
criminal fines, settlement amounts, and other expenses customarily incurred
in connection with legal proceedings. Under each indemnification agreement, a
director or officer will not be indemnified if he or she is found not to have
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company. Each indemnification
agreement provides a number of procedures and presumptions used in the
determination of the right to indemnification, as well as a requirement that in
order to receive an advancement of expenses, the director or officer must
submit an undertaking to repay any expenses advanced on his or her behalf
with respect to which it is later determined the director or officer was not
entitled to receive. Each indemnification agreement is effective for actions
arising out of acts or omissions which may have occurred before or after the
execution of such indemnification agreement. The foregoing statements are
subject to the detailed provisions of such indemnification agreements.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
23.1 Consent of Price Waterhouse LLP
24 Power of Attorney (included in the signature pages of this
Registration Statement)
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 (the "Act");
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration
Statement (except to the extent the information required to be included by
clauses (i) or (ii) is contained in periodic reports filed by the Company
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference into this Registration Statement);
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purposes of determining any liability under the Act, 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.
(4) That, for purposes of determining any liability under the Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in this 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.
(5) Insofar as indemnification for liabilities arising under the Act 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 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
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 Morris Plains, State of New Jersey, on this 2nd day
of January, 1997.
WARNER-LAMBERT COMPANY
(Registrant)
By /s/ Melvin R. Goodes
Melvin R. Goodes
Chairman of the Board and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Warner-Lambert Company (the "Company") in their respective
capacities set forth below constitutes and appoints Melvin R. Goodes, Lodewijk,
J.R. deVink, Raymond M. Fino, Ernest J. Larini and Gregory L. Johnson and each
of them, his or her true and lawful attorneys-in-fact and agents, 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) and supplements to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
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 Title Date
/s/ Melvin R. Goodes Chairman of the Board, Chief December 23, 1996
Melvin R. Goodes Executive Officer and Director
(Principal Executive Officer)
/s/ Lodewijk J.R. de Vink President, Chief Operating December 23, 1996
Lodewijk J.R. de Vink Officer and Director
/s/Ernest J. Larini Vice President and Chief December 23, 1996
Ernest J. Larini Financial Officer (Principal
Financial Officer)
/s/Joseph E. Lynch Vice President and Controller December 23, 1996
Joseph E. Lynch (Principal Accounting Officer)
/s/ Robert N. Burt Director December 23, 1996
Robert N. Burt
/s/ Donald C. Clark Director December 23, 1996
Donald C. Clark
/s/ John A. Georges Director December 23, 1996
John A. Georges
/s/ William H. Gray, III Director December 26, 1996
William H. Gray, III
/s/ William R. Howell Director December 18, 1996
William R. Howell
/s/ Dr. LaSalle D. Leffall, Jr. Director December 23, 1996
Dr. LaSalle D. Leffall, Jr.
/s/ Dr. Patricia Shontz Longe Director December 23, 1996
Dr. Patricia Shontz Longe
/s/ Alex J. Mandl Director December 23, 1996
Alex J. Mandl
/s/ Lawrence G. Rawl Director December 18, 1996
Lawrence G. Rawl
/s/Michael I. Sovern Director December 23, 1996
Michael I. Sovern
/s/ Joseph D. Williams Director December 23, 1996
Joseph D. Williams
[/TABLE]
INDEX TO EXHIBITS
Exhibit
Number Description
23.1 Consent of Price Waterhouse LLP
24 Power of Attorney (included in the signature pages of
this Registration Statement)
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 22, 1996, which appears on
page 41 of the 1995 Annual Report to Stockholders of Warner-Lambert Company,
which is incorporated by reference in Warner-Lambert Company's Annual Report on
Form 10-K for the year ended December 31, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 20 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
4 Headquarters Plaza North
Morristown, NJ 07962
January 6, 1997