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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
450 5TH STREET N.W.
WASHINGTON, D.C. 20549
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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 (I.R.S. Employer
of incorporation or organization) Identification No.)
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(Address of Principal Executive Offices)
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PFIZER SEIYAKU EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the Plan)
TERENCE J. GALLAGHER, ESQ.
PFIZER INC.
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(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
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common Stock, $.10 par value . . . 200,000 shs. $ 61.56 $12,312,000.00 $ 4,245.68
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(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 for New York Stock Exchange Composite Transactions
on May 16, 1994, as reported in The Wall Street Journal.
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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, all other reports filed by the Company 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 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 granted under the Pfizer Inc. Stock and Incentive Plan.
Item 6. Indemnification of Directors and Officers
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 all liability and
expenses (including, but not limited to, attorneys' fees and disbursements and
amounts paid in settlement or in satisfaction of judgments or as fines or
penalties) incurred or paid in connection with any action, suit or proceeding,
whether civil, criminal, administrative, investigative or otherwise, in which
he/she may be involved by reason of the fact that he/she serves or is serving
in these capacities, 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
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 for negligence or
misconduct in the performance of his or her duty to the corporation, except for
such expenses as the Court may allow. Any such person who has been wholly
successful on the merits or otherwise with respect to any such claim, action,
suit or proceeding or with respect to any claim, issue or matter therein, shall
be indemnified as of right against all expenses in connection therewith or
resulting therefrom.
Pursuant to Article V, Section 1 of its By-Laws, the Registrant shall
indemnify directors and officers to the fullest extent permitted by applicable
law as it presently exists or may hereinafter be amended. 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 the Company to
indemnify such persons to the fullest extent permitted by the Company's
By-Laws.
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Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit
4 Pfizer Seiyaku Employee Stock Ownership Plan.
5 Opinion of Counsel re legality.
15 Accountants' Acknowledgement.
23(a) Consent of Counsel is included in Exhibit 5.
23(b) Consent of KPMG Peat Marwick, 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 purposes 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.
(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
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 28th day of
April, 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
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/s/ WILLIAM C. STEERE, JR.
- -------------------------------------------- Chairman of the Board, Chief April 28, 1994
William C. Steere, Jr. Executive Officer, Director
(Principal Executive Officer)
/s/ HENRY A. MCKINNELL, JR.
- ------------------------------------------ Executive Vice President April 28, 1994
Henry A. McKinnell, Jr. (Principal Financial Officer)
/s/ HERBERT V. RYAN
- ------------------------------------------ Corporate Controller April 28, 1994
Herbert V. Ryan (Principal Accounting Officer)
/s/ EDWARD C. BESSEY
- ----------------------------------------- Director April 28, 1994
Edward C. Bessey
/s/ M. ANTHONY BURNS
- ------------------------------------------ Director April 28, 1994
M. Anthony Burns
/s/ WILLIAM J. CROWE, JR.
- ------------------------------------------ Director April 28, 1994
William J. Crowe, Jr.
/s/ GRACE J. FIPPINGER
- ------------------------------------------ Director April 28, 1994
Grace J. Fippinger
/s/ CONSTANCE J. HORNER
- ------------------------------------------ Director April 28, 1994
Constance J. Horner
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SIGNATURES TITLE DATE
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/s/ STANLEY O. IKENBERRY Director April 28, 1994
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Stanley O. Ikenberry
/s/ THOMAS G. LABRECQUE Director April 28, 1994
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Thomas G. Labrecque
/s/ JAMES T. LYNN Director April 28, 1994
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James T. Lynn
/s/ PAUL A. MARKS Director April 28, 1994
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Paul A. Marks
/s/ JOHN R. OPEL Director April 28, 1994
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John R. Opel
/s/ EDMUND T. PRATT, JR. Director April 28, 1994
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Edmund T. Pratt, Jr.
/s/ FRANKLIN D. RAINES Director April 28, 1994
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Franklin D. Raines
/s/ FELIX G. ROHATYN Director April 28, 1994
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Felix G. Rohatyn
/s/ JEAN-PAUL VALLES Director April 28, 1994
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Jean-Paul Valles
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Exhibit Index
Exhibit
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4 Pfizer Seiyaku Employee Stock Ownership Plan
5 Opinion of Counsel re legality
15 Accountants' Acknowledgement
23(a) Consent of Counsel is included within Exhibit 5
23(b) Consent of KPMG Peat Marwick, independent certified public accountants