As filed with the Securities and Exchange Commission on May 17, 1999
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 13-3998945
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
(Address, including zip code, of Registrant's principal executive office)
AGOURON PHARMACEUTICALS, INC. 1985 STOCK OPTION PLAN
AGOURON PHARMACEUTICALS, INC. 1990 STOCK OPTION PLAN
AGOURON PHARMACEUTICALS, INC. 1996 STOCK OPTION PLAN
AGOURON PHARMACEUTICALS, INC. 1998 EMPLOYEE STOCK OPTION PLAN
ALANEX CORPORATION 1993 STOCK PLAN
ALANEX CORPORATION 1996 EQUITY INCENTIVE PLAN
INDIVIDUAL ALANEX CORPORATION STOCK OPTION AGREEMENTS
(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
Title of Securities to be Amount to be Proposed Proposed Amount of
Registered Registered Maximum Maximum Registration
Offering Price Aggregate Fee
Per Share Offering Price
------------------------- ------------- -------------- -------------- -------------
Common Stock, $0.01 par value 7,600,000(b) $65.97(c) $501,372,000(c) $139,381.42 (c)
per share(a) . . . . . . . .
(a) Includes Preferred Share Purchase Rights which, prior to the occurrence
of certain events will not be exercisable or evidenced separately from
the Common Stock.
(b) Represents 64,859 shares of Common Stock Issuable under the Agouron
Pharmaceuticals, Inc. 1985 Stock Option Plan; 3,793,578 shares of Common
Stock issuable under the Agouron Pharmaceuticals, Inc. 1990 Stock Option
Plan; 2,300,423 shares of Common Stock issuable under the Agouron
Pharmaceuticals, Inc. 1996 Stock Option Plan; 1,327,769 shares of Common
Stock issuable under the Agouron Pharmaceuticals, Inc. 1998 Employee
Stock Option Plan; 50,863 shares of Common Stock Issuable under the
Alanex Corporation 1993 Stock Plan; 38,956 shares of Common Stock
issuable under the Alanex Corporation 1996 Equity Incentive Plan;
23,552 shares of Common Stock issuable under the Alanex Corporation
Stock Option Agreements.
(c) Pursuant to Rules 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 high and low price of the Common
Stock reported on the New York Stock Exchange on May 10, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Warner-Lambert Company (the
"Company" or the "Registrant") 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) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (file no. 1-3608), as amended by the
Company's 10-K/A filed on April 19, 1999.
(b) The Company's Quarterly Report on Form 10-Q filed on May 12, 1999.
(c) The Company's Proxy Statement/Prospectus, included in the
Company's registration statement on Form S-4, as filed with the
Commission on April 19, 1999.
(d) The description of the Company's capital stock contained in the
Company's Registration Statement on file 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 amended Registration Statement on
Form 8-A/A dated March 27, 1997.
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
Not required
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (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 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 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 against the expenses which such officer or
director actually and reasonably incurred.
The Company's Certificate of Incorporation provides that the Company
shall indemnify directors and officers made party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, to the fullest extent
permitted by the laws of the State of Delaware. Such indemnification shall
continue after an individual ceases to be an officer or director and shall
inure to the benefit of the heirs, executors and administrators of such
person. The Company's Certificate of Incorporation also provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is
not permitted under the General Corporation Law of the State of Delaware as
the same exists or may hereafter be amended.
The indemnification rights conferred by the Certificate of Incorporation
of the Company are not exclusive of any other right to which a person seeking
indemnification may otherwise be entitled. The Company may also provide
liability insurance for the directors and officers for certain losses arising
from claims or charges made against them while acting in their capacities as
directors or officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
4.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3(a) of the
Company's Annual Report, as amended, on Form 10-K/A, as filed on
April 19, 1999).
4.2 Amended By-Laws of the Company (incorporated herein by reference
to Exhibit 3(b) of the Company's Annual Report, as amended, on
Form 10-K/A as filed on April 19, 1999).
4.3 Amended and Restated Rights Agreement, dated as of March 25,
1997, between the Company and First Chicago Trust Company of New
York (incorporated herein by reference to Exhibit 1 to the
Company's amended Registration Statement on Form 8-A/A dated
March 27, 1997).
23.1 Consent of PricewaterhouseCoopers LLP, Florham Park, New Jersey.
23.2 Consent of PricewaterhouseCoopers LLP, San Diego, California.
24 Power of Attorney.
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 17th day of May, 1999.
WARNER-LAMBERT COMPANY
(Registrant)
By: /s/Lodewijk J.R. de Vink
---------------------------------
Lodewijk J.R. de Vink
Chairman of the Board, 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 Title Date
/s/ Lodewijk J.R. de Vink Chairman of the Board, May 17, 1999
--------------------------- President, Chief Executive
Lodewijk J.R. de Vink Officer and Director
(Principal Executive
Officer)
/s/ Ernest J. Larini Chief Financial Officer and May 17, 1999
- --------------------------- Executive Vice President,
Ernest J. Larini Administration (Principal
Financial Officer)
/s/ Joseph E. Lynch Vice President and May 17, 1999
- --------------------------- Controller (Principal
Joseph E. Lynch Accounting Officer)
/s/ Robert N. Burt Director May 17, 1999
- ---------------------------
Robert N. Burt
/s/ Donald C. Clark Director May 17, 1999
- --------------------------
Donald C. Clark
/s/ John A. Georges Director May 17, 1999
- --------------------------
John A. Georges
/s/ William H. Gray, III Director May 17, 1999
- ---------------------------
William H. Gray, III
/s/ William R. Howell Director May 17, 1999
- ---------------------------
William R. Howell
/s/ Dr. LaSalle D. Leffall, Jr. Director May 17, 1999
- ---------------------------
Dr. LaSalle D. Leffall, Jr.
/s/ George A. Lorch Director May 17, 1999
- ---------------------------
George A. Lorch
/s/ Alex J. Mandl Director May 17, 1999
- ---------------------------
Alex J. Mandl
/s/ Michael I. Sovern Director May 17, 1999
- ---------------------------
Michael I. Sovern
INDEX TO EXHIBITS
Exhibit Description
Number
23.1 Consent of PricewaterhouseCoopers LLP, Florham Park, New
Jersey
23.2 Consent of PricewaterhouseCoopers LLP, San Diego,
California
24 Power of Attorney