Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PFIZER INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-5315170
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
235 East 42nd Street
New York, New York 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
PFIZER SAVINGS AND INVESTMENT PLAN
(FULL TITLE OF THE PLAN)
Terence J. Gallagher, Esq.
235 East 42nd Street
New York, New York 10017
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(212) 573-2323
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common Stock, par value
$.10 per share . . . . . . . 3,500,000 $69.44 $243,040,000 $83,806.90
shares
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices of
Pfizer Inc. common stock, par value $.10, on the New York Stock Exchange on
September 30, 1994, as reported in THE WALL STREET JOURNAL.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Annual Report of Pfizer Inc. (the "Company") on Form 10-K for the
fiscal year ended December 31, 1993, the Annual Report of the Pfizer Savings
and Investment Plan (the "Plan") on Form 11-K for the fiscal year ended
December 31, 1993, all other reports filed by the Company or the Plan since the
end of 1993 pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934, and the description of the Company's common stock ("Common Stock")
contained in the Pfizer Inc. Registration Statement filed pursuant to
Section 12 of the Securities Exchange Act of 1934, and any amendment or report
filed for the purpose of updating such description, are incorporated herein
by reference. All documents subsequently filed by the Company or the Plan
pursuant to Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
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
EXPERTS: Not applicable.
COUNSEL: The validity of the securities offered hereby has been passed upon
by Terence J. Gallagher, Esq., Vice President, Corporate Governance and
Assistant Secretary for the Company. Mr. Gallagher also beneficially owns
certain securities of the Company, including Common Stock and options to
purchase Common Stock and is a participant in the Pfizer Savings and Investment
Plan.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article V, Section 1 of its By-laws, the Company shall
indemnify directors and officers who are or who have been made a party to or are
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the fullest extent permitted by
applicable law as it presently exists or may hereinafter be amended (discussed
below). The Company is insured against actions taken pursuant to its By-laws
and the directors and officers are insured directly at the Company's expense
against such liabilities for which indemnification is not made. The Company has
entered into agreements with its directors and certain of its officers requiring
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the Company to indemnify such persons to the fullest extent permitted by the
Company's By-laws.
Section 145 of the General Corporation Law of Delaware permits a
corporation to indemnify any person who is or has been a director, officer,
employee or agent of the corporation or who is or has been serving as a
director, officer, employee or agent of another corporation, organization or
enterprise at the request of the corporation, against expenses (including
attorneys' fees) judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, if he/she acted in good faith
and in a manner he/she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. In
the case of a claim, action, suit or proceeding made or brought by or in the
right of the corporation to procure a recovery or judgment in its favor, the
corporation shall not indemnify such person in respect of any claim, issue or
matter as to which such person has been adjudged to be liable to the corporation
unless the Court determines that such person is fairly and reasonably entitled
to indemnity for such expenses as the Court may allow. Any such person who has
been wholly successful on the merits or otherwise in defense of any action, suit
or proceeding referred to above, or in defense of any such claim, action, suit
or proceeding or with respect to any claim, issue or matter therein, shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him or her in connection therewith or resulting therefrom. Expenses
(including attorney's fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
officer or director to repay such amount if it is ultimately determined that he
or she is not entitled to be indemnified by the corporation. Expenses incurred
by other employees and agents of the corporation also may be advanced to such
employee or agent upon such terms and conditions, if any, as the board of
directors deems appropriate. The indemnification and advancement of expenses
are not deemed to be exclusive of any other rights to which those seeking
indemnification or advancement or expenses may be entitled under any By-law,
agreement, vote of stockholders or disinterested directors or otherwise.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
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Item 8. EXHIBITS
4 Pfizer Inc. Savings and Investment Plan.
5 Opinion and Consent of Counsel.
15 Accountants' Acknowledgement.
23(a) Consent of Counsel is included in Exhibit 5.
23(b) Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
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;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and 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 Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, 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;
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(4) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the 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;
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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.
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SIGNATURES
THE REGISTRANT. 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 New York, State of New York, on the 22nd day of
September, 1994.
PFIZER INC.
(Registrant)
By /s/ William C. Steere, Jr.
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(WILLIAM C. STEERE, JR., CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER)
(PRINCIPAL 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 dates indicated.
SIGNATURES TITLE DATE
/s/ William C. Steere, Jr. Chairman of the Board, Chief September 22, 1994
- -------------------------- Executive Officer, Director
William C. Steere, Jr. (Principal Executive Officer)
/s/ Henry A. McKinnell
- ---------------------- Executive Vice President September 22, 1994
Henry A. McKinnell (Principal Financial Officer)
/s/ Herbert V. Ryan
- ---------------------- Controller September 22, 1994
Herbert V. Ryan (Principal Accounting Officer)
/s/ Edward C. Bessey
- ---------------------- Director September 22, 1994
Edward C. Bessey
- ---------------------- Director September , 1994
M. Anthony Burns
- ---------------------- Director September , 1994
Grace J. Fippinger
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SIGNATURES TITLE DATE
/s/ George B. Harvey
- --------------------- Director September 22, 1994
George B. Harvey
- ---------------------- Director September , 1994
Constance J. Horner
/s/ Stanley O. Ikenberry
- ------------------------ Director September 22, 1994
Stanley O. Ikenberry
- ---------------------- Director September , 1994
Thomas G. Labrecque
/s/ James T. Lynn
- ---------------------- Director September 22, 1994
James T. Lynn
/s/ Paul A. Marks
- ---------------------- Director September 22, 1994
Paul A. Marks
- ---------------------- Director September , 1994
John R. Opel
- ---------------------- Director September , 1994
Edmund T. Pratt, Jr.
/s/ Franklin D. Raines
- ------------------------ Director September 22, 1994
Franklin D. Raines
- ---------------------- Director September , 1994
Felix G. Rohatyn
/s/ Jean-Paul Valles
- ---------------------- Director September 22, 1994
Jean-Paul Valles
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Savings and Investment Plan Committee has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on September 22, 1994.
Pfizer Savings and Investment Plan
By: /s/ William E. Harvey
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William E. Harvey
Chair, Savings and Investment Plan Committee
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EXHIBIT INDEX
4 Pfizer Savings and Investment Plan.
5 Opinion and Consent of Counsel.
15 Accountants' Acknowledgement.
23 (a) Consent of Counsel is included in Exhibit 5.
23 (b) Consent of KPMG Peat Marwick LLP, independent certified
public accountants.