1
Registration No. 333-00499
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CARTER-WALLACE, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-498653
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1345 Avenue of the Americas
New York, New York 10105
------------------------------- ------------------
(Address of Principal (Zip Code)
Executive Offices)
Carter-Wallace, Inc. 1996 Long-Term Incentive Plan
---------------------------------------------------------
(Full title of the plan)
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(302) 658-7581
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
2
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being amended to add
Exhibits 15 and 23(c).
PART II
ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
------- -------
4(a) Certificate of Incorporation,
as amended, of the Company.
Incorporated herein by
reference to Exhibit 3.1 of
the Company's Annual Report on
Form 10-K for the fiscal year
ended March 31, 1992.
(b) By-laws of the Company, as
amended. Incorporated
herein by reference to
Exhibit 3.2 of the
Company's Annual Report on
Form 10-K for the fiscal
year ended March 31, 1993.
(c) Carter-Wallace, Inc. 1996
Long-Term Incentive Plan. *
5 Opinion of Whitman Breed
Abbott & Morgan re: legality,
including consent of such
counsel. *
15 Letter of KPMG Peat Marwick LLP
re: unaudited interim financial
information.
23(a) Consent of KPMG Peat Marwick
LLP. *
(b) The consent of Whitman
Breed Abbott & Morgan is
contained in the opinion
filed as Exhibit 5 to this
Registration Statement.
(c) Amended Consent of
KPMG Peat Marwick LLP.
* Previously filed.
II-1
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Amendment No. 1 to
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 30th day of January, 1996.
CARTER-WALLACE, INC.
By:/s/ Henry H. Hoyt, Jr.*
----------------------
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement on Form S-8 has been signed below by
the following persons in the capacities indicated on this 30th day of
January, 1996.
Name Title
---- -----
/s/ Henry H. Hoyt, Jr.* Chairman of the Board, Chief
- ---------------------- Executive Officer and Director
Henry H. Hoyt, Jr.
/s/ Daniel J. Black* Chief Operating Officer and
- ---------------------- Director
Daniel J. Black
/s/ Ralph Levine Vice President, Secretary,
- ---------------------- General Counsel and Director
Ralph Levine
/s/ Paul A. Veteri* Vice President, Finance, Chief
- ---------------------- Financial Officer and Director
Paul A. Veteri
*The undersigned does hereby sign this Amendment to the Registration Statement
on Form S-8 on behalf of the above persons pursuant to powers of attorney duly
executed and filed with the Securities and Exchange Commission, all in the
capacities and on the date indicated.
/s/ Ralph Levine
---------------------
Ralph Levine, Attorney-in-Fact
II-2
4
EXHIBIT INDEX
Sequentially
Exhibit
Numbered
Number Exhibit
- ------ -------
4(a) Certificate of Incorporation,
as amended, of the Company.
Incorporated herein by
reference to Exhibit 3.1 of
the Company's Annual Report on
Form 10-K for the fiscal year
ended March 31, 1992.
(b) By-laws of the Company,
as amended. Incorporated
herein by reference to Exhibit
3.2 of the Company's Annual
Report on Form 10-K for the
fiscal year ended March 31,
1993.
(c) Carter-Wallace, Inc. Long-Term
Incentive Plan.*
5 Opinion of Whitman Breed Abbott &
Morgan re: legality, including
consent of such counsel.*
15 Letter of KPMG Peat Marwick LLP
re: unaudited interim financial
information.
23(a) Consent of KPMG Peat Marwick LLP.*
(b) The consent of Whitman Breed
Abbott & Morgan is contained in
the opinion filed as Exhibit 5
to this Registration Statement.
(c) Amended Consent of KPMG Peat Marwick LLP.
*Previously Filed.
3