Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
Tupperware Corporation
(Exact name of Issuer as specified in its charter)
Delaware 36-4062333
(State or other jurisdiction of (I.R.S.
incorporation or organization) Employer Identification No.)
P.O. Box 2353
Orlando, Florida 32802
(Address of principal executive offices) (Zip code)
TUPPERWARE CORPORATION DIRECTOR STOCK PLAN
(Full title of the plan)
THOMAS M. ROEHLK, Esq.
Senior Vice President, General Counsel
and Secretary
Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, Florida 32837
(Name and address of agent for service)
(407) 826-5050
(Telephone number, including area code, of agent for service)
_______________
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
Common Stock,
par value $.01
per share(1)... 300,000 (2) $44.375 (3) $13,312,500 $4,591
(1) This Registration Statement also pertains to Rights to purchase
shares of Series A Junior Participating Preferred Stock of the
Registrant (the "Rights"). Until the occurrence of certain
prescribed events the Rights are not exercisable, are evidenced by
the certificates for shares of the Common Stock and will be
transferred along with and only with such certificates. Thereafter,
separate Rights certificates will be issued representing one Right
for each share of Common Stock held subject to adjustment pursuant
to anti-dilution provisions.
(2) Shares available for future options or stock appreciation rights,
plus such additional number of shares as may be issuable by reason
of the anti-dilution provisions of the Tupperware Corporation
Director Stock Plan (the "Plan").
(3) 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 in the "when
issued" market for the Registrant's Common Stock on the New York
Stock Exchange on May 24, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been
filed by Tupperware Corporation (the "Registrant") (File No.
1-11657 with the Securities and Exchange Commission (the
"Commission")) pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:
The Registration Statement on Form 10 filed by
the Registrant with the Commission pursuant to
Section 12(b) of the 1934 Act on March 4, 1996, as
amended on April 16, 1996, April 26, 1996, May 1,
1996 and May 21, 1996 (the "Form 10"), which Form 10
contains a description of the Common Stock and the
Rights of the Registrant.
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 deregisters 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 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock which may be issued
pursuant to the Plan has been passed upon by Thomas M. Roehlk,
Senior Vice President, General Counsel and Secretary of the
Registrant. Mr. Roehlk has been granted options to acquire
15,000 shares, of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
(the "Delaware Law") permits indemnification of the directors,
officers, employees and agents of the Registrant involved in a
civil or criminal action, suit or proceeding, including, under
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certain circumstances, suits by or in the right of the
Registrant, for any expenses, including attorney's fees, and
(except in the case of suits by or in the right of the
Registrant), any liabilities which they may have incurred in
consequences of such action, suit or proceeding under condi-
tions stated in said Section.
Article X ("Article X") of the Registrant's Amended
and Restated Certificate of Incorporation (the "Certificate of
Incorporation") shall limit the personal liability of the
Registrant's directors to the Registrant or it stockholders for
monetary damages for breach of fiduciary duty. In addition,
Section 6.7 ("Section 6.7") of the Registrant's Amended and
Restated By-laws (the "By-laws") defines and clarifies the
rights of certain individuals, including the Registrant's
directors and officers, to indemnification by the Registrant
against personal liability or expenses incurred by them as a
result of certain litigation against them.
Set forth below is a description of Article X and
Section 6.7. Such descriptions are intended as summaries only
and are qualified in their entirety by reference to the
Certificate of Incorporation and the By-laws; respectively,
included as Exhibits 4.1 and 4.2 to this Registration
Statement.
Article X protects the directors against personal
liability for breaches of the duty of care. Such Article
absolves directors of liability for negligence in the per-
formance of their duties, including gross negligence.
Directors remain liable for breaches of the duty of loyalty to
the Registrant and its stockholders as well as for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law and transactions from
which a director derived improper personal benefit. In addi-
tion, Article X does not absolve directors of liability for
unlawful dividends or stock repurchases or redemptions. Also,
there may be certain liabilities, such as those under the
Federal securities laws or other state or federal laws, which a
court may hold are unaffected by Article X.
Although Article X provides directors with protection
against personal liability for monetary damages for breaches of
the duty of care, it does not eliminate the directors' duty of
care. Accordingly, Article X would have no effect on the
availability of equitable remedies such as an injunction to
prevent a proposed action or rescission of a contract based
upon a director's breach of the duty of care. Although both
directors and officers of the Registrant are covered by indem-
nification provisions under Section 6.7 (see below), Article X
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limits liability only with respect to a person acting in the
capacity of a director.
Section 6.7 provides that each person who was or is
made a party to, or is involved in any action, suit or proceed-
ing by reason of the fact that he or she is or was a director,
officer or employee of the Registrant (or was serving at the
request of the Registrant as a director, officer, employee or
agent of another entity, including service with respect to
employee benefit plans maintained or sponsored by the
Registrant) will be indemnified and held harmless by the
Registrant, to the fullest extent authorized by the Delaware
Law, as currently in effect (or, to the extent indemnification
is broadened, as it may be amended) against all expense,
liability or loss (including, without limitation, attorneys'
fees, judgments, fines, excise taxes or penalties in connection
with the Employee Retirement Income Security Act of 1974, as
amended, and amounts to be paid in settlement) reasonably
incurred by such person in connection therewith. Section 6.7
provides that the rights conferred therein are contract rights
and include the right to be paid by the Registrant for the
expenses incurred in defending any such proceedings, in advance
of their final disposition, except that, if the Delaware Law so
requires, such payment will only be made upon delivery to the
Registrant by the indemnified party of an undertaking to repay
all amounts so advanced if it is ultimately determined that the
person receiving such payments is not entitled to be indem-
nified as authorized by the Delaware Law. Section 6.7 provides
that the Registrant may, by action of its Board of Directors,
provide indemnification to its agents with the same scope and
effect as the foregoing indemnification of directors, officers
and employees.
Section 6.7 provides that persons indemnified there-
under may bring suit against the Registrant to recover unpaid
amounts claimed thereunder, and that if such suit is success-
ful, the expense of bringing such a suit will be reimbursed by
the Registrant. Section 6.7 further provides that while it is
a defense to such a suit that the person claiming indemnifica-
tion has not met the applicable standards of conduct making
indemnification permissible under the Delaware Law, the burden
of proving the defense will be on the Registrant and neither
the failure of the Registrant's Board to have made a deter-
mination that indemnification is proper, nor an actual determi-
nation that the claimant has not met the applicable standard of
conduct, will be a defense to the action or create a presump-
tion that the claimant has not met the applicable standard of
conduct.
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Section 6.7 provides that the rights to indemnifica-
tion and the payment of expenses incurred in defending a pro-
ceeding in advance of its final disposition conferred therein
will not be exclusive of any other right which any person may
have or acquire under any statute, provision of the Certificate
of Incorporation or the By-laws, or otherwise. Section 6.7
also provides that the Registrant may maintain insurance, at
its expense, to protect itself and any of its directors, offic-
ers, employees or agents against any expense, liability or
loss, whether or not the Registrant would have the power to
indemnify such person against such expense, liability or loss
under the Delaware Law.
Item 8. Exhibits.
Exhibit
No. Description
4.1 Form of Tupperware Corporation Director Stock Plan
(filed as Exhibit 10.2 to Registrant's Form 10, File
No. 1-11657, dated March 4, 1996, as amended
April 16, 1996, April 26, 1996, May 1, 1996 and
May 21, 1996 (the "Form 10")).*
4.2 Form of Stock Option Agreement
4.3 Form of Amended and Restated Certificate of
Incorporation of Tupperware Corporation (filed as
Exhibit 3.1 to Registrant's Form 10).*
4.4 Form of Amended and Restated By-laws of Tupperware
Corporation (filed as Exhibit 3.2 to Registrant's
Form 10).*
4.5 Form of Rights Agreement, by and between the
Registrant and the rights agent named therein (filed
as Exhibit 4 to Registrant's Form 10).*
5 Opinion and consent of Thomas M. Roehlk, Esq.
23 Consent of Independent Accountants
24 Powers of Attorney
_____________________
* Incorporated herein by reference.
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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, as
amended (the "Securities 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; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any mate-
rial change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii)
above do not apply if 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 15(d) of the Exchange Act that
are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any lia-
bility under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration state-
ment 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,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable,
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each filing of an employee benefits plan's annual report pur-
suant to Section 15(d) of the Exchange Act) that is incorpo-
rated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the secu-
rities 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 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
Securities 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 control-
ling 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 of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudica-
tion 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 autho-
rized, in the City of Deerfield, State of Illinois, on May 31,
1996.
TUPPERWARE CORPORATION
By:/s/ Warren L. Batts*
Name: Warren L. Batts
Title: Chairman of the Board
of Directors and
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the fol-
lowing persons in the capacities and on the date indicated.
Signature Position
/s/ Warren L. Batts* Chairman of the Board
Warren L. Batts of Directors,
Chief Executive Officer and
Director
/s/ E.V. Goings* President, Chief Operating
E.V. Goings Officer and Director
/s/ Dr. Lloyd C. Elam* Director
Dr. Lloyd C. Elam
/s/ Clifford J. Grum* Director
Clifford J. Grum
/s/ Joseph E. Luecke* Director
Joseph E. Luecke
/s/ Thomas M. Roehlk Director
Thomas M. Roehlk
/s/ Paul B. Van Sickle* Senior Vice President, Finance
Paul B. Van Sickle and Operations (Principal
Financial Accounting Officer)
*By: /s/ Thomas M. Roehlk
THOMAS M. ROEHLK
Attorney-in-fact
May 31, 1996
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Exhibit Index
Exhibit No. Description Page
4.1 Form of Tupperware Corporation
Director Stock Plan (filed as
Exhibit 10.2 to Registrant's
Form 10, File No. 1-11657, dated
March 4, 1996, as amended
April 16, 1996, April 26, 1996,
May 1, 1996 and May 21, 1996
(the "Form 10")).*
4.2 Form of Stock Option Agreement
4.3 Form of Amended and Restated
Certificate of Incorporation of
Tupperware Corporation (filed as
Exhibit 3.1 to Registrant's Form 10).*
4.4 Form of Amended and Restated By-laws
of Tupperware Corporation (filed as
Exhibit 3.2 to Registrant's Form 10).*
4.5 Form of Rights Agreement, by and
between the Registrant and the
rights agent named therein (filed as
Exhibit 4 to Registrant's Form 10).*
5 Opinion and consent of
Thomas M. Roehlk, Esq.
23 Consent of Independent Accountants
24 Powers of Attorney
_____________________
* Incorporated herein by reference.
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