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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MASCO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-1794485
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(313) 274-7400
(Address, including zip code, and telephone number, including
area code of Registrant's principal executive offices)
MASCO CONTRACTOR SERVICES, INC. SALARIED 401(k) PLAN
MASCO CONTRACTOR SERVICES, INC. HOURLY 401(k) PLAN
(Full Title of the Plan)
JOHN R. LEEKLEY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
MASCO CORPORATION
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(313) 274-7400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
- ---------------------------- -------------------- --------------------- ------------------------- ---------------------
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to Offering Price Aggregate of Amount of
Registered (1) be Registered (1)(2) Per Share(3) Offering Price(3) Registration Fee(3)
- ---------------------------- -------------------- --------------------- ------------------------- ---------------------
Common Stock (par value 250,000 $24.00 $6,000,000.00 $1,434.00
$1.00 per share)(4)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1993, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
(2) Pursuant to Rule 416(a), this Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may be
issuable in the event of stock splits, stock dividends or similar
transactions.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and based on the average of the high and low prices
of the Common Stock on the New York Stock Exchange - Composite Tape on
December 12, 2001 as reported in The Wall Street Journal.
(4) Includes related Preferred Stock Purchase Rights under Registrant's Rights
Agreement.
INTRODUCTION
In connection with the offering by Masco Corporation (the "Company") of
additional investment alternatives to participants in the Masco Contractor
Services, Inc. Salaried 401(k) Plan and Masco Contractor Services, Inc. Hourly
401(k) Plan (each, a "Plan," and together, the "Plans"), the Company and the
Plans will permit participants in the Plans (subject to certain exceptions) to
invest up to 25% of their account balances and up to 25% of additional
contributions to their accounts in a unitized stock fund consisting
predominately of shares of Masco Corporation common stock, par value $1.00 (the
"Common Stock"), and of cash investments (as determined from time to time by the
trustee of the Plans). Based on the level of investments from time to time in
the unitized stock fund by participants in the Plans, the trustee will purchase
or sell shares of Common Stock on the New York Stock Exchange or in private
transactions at then prevailing market prices. The Company will not issue any
shares of Common Stock to the Plans.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Omitted pursuant to the Note to Part I.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company and the Plans incorporate the following documents into this
Registration Statement by reference:
(a) Masco Corporation's Annual Report on Form 10-K for the
year ended December 31, 2000;
(b) Masco Corporation's Current Report on Form 8-K dated
March 28, 2001;
(c) Masco Corporation's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September
30, 2001; and
(d) The description of Masco Corporation's common stock
contained in the amendment on Form 8 dated May 22, 1991
to the Company's registration statement on Form 8-A and the
description of Masco Corporation preferred stock purchase
rights contained in the amendment on Form 8-A12B/A dated March
18, 1999 to the Company's registration statement on Form 8-A.
All reports and other documents subsequently filed by the Company or
the Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 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 remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of the filing of such reports or
documents. Any statements contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which is also incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a Director, officer, employee or agent of
the Company or is or was serving as such with respect to another corporation or
other entity at the request of the Company. Article Fifteenth of the Company's
Restated Certificate of Incorporation provides that each person who was or is
made a party to (or is threatened to be made a party to) or is otherwise
involved in any action, suit or proceeding by reason of the fact that such
person is or was a Director, officer or employee of the Company shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the General Corporation Law of Delaware against all expenses, liability and loss
(including without limitation attorneys' fees, judgments, fines and amounts paid
in settlement) reasonably incurred by such person in connection therewith. The
rights conferred by Article Fifteenth are contractual rights and include the
right to be paid by the Company the expenses incurred in defending such action,
suit or proceeding in advance of the final disposition thereof.
Article Fourteenth of the Company's Restated Certificate of
Incorporation provides that the Company's Directors will not be personally
liable to the Company or its stockholders for monetary damages resulting from
breaches of their fiduciary duty as Directors except (a) for any breach of the
duty of loyalty to the Company or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (c) under Section 174 of the General Corporation Law of Delaware, which
makes Directors liable for unlawful dividends or unlawful stock repurchases or
redemptions, or (d) for transactions from which Directors derive improper
personal benefit.
The Company's Directors and officers are covered by insurance policies
indemnifying them against certain civil liabilities, including liabilities under
the Federal securities laws (other than liability under Section 16(b) of the
1934 Act), which might be incurred by them in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.a Restated Certificate of Incorporation of Masco Corporation.
Incorporated herein by reference to the Exhibits filed with the Masco
Corporation's Registration Statement on Form S-3 (1933 Act No.
333-73802).
*4.b Bylaws of Masco Corporation.
4.c Rights Agreement dated as of December 6, 1995, between Masco
Corporation and The Bank of New York, as Rights Agent, as amended by
Amendment No. 1 dated as of September 23, 1998. Incorporated herein by
reference to the Exhibits filed with Masco Corporation's Annual Report
on Form 10-K for the year ended December 31, 2000.
5 Pursuant to Item 8(b), Masco Corporation undertakes to submit the Plans
and any amendments to the Plans to the Internal Revenue service ("IRS")
in a timely manner and make all changes required by the IRS to qualify
the Plans.
*23 Consent of PricewaterhouseCoopers LLP relating to the financial
statements and financial statement schedule of Masco Corporation.
*24 Power of Attorney, included on the signatures page of this Registration
Statement on Form S-8.
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*Filed herewith.
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ITEM 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) 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 1933 Act;
(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;
and
(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 (a)(i) and a(ii) 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 Company pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
in this Registration Statement.
(b) That, for the purpose of determining any liability under the
1933 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.
(c) 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.
2. The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the 1934 Act or of
either Plan's annual report pursuant to Section 15(d) of the 1934 Act
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.
3. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to Directors, officers and controlling persons of the
Company pursuant to the indemnification provisions described in Item 6
"Indemnification of Directors and Officers", or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a Director,
officer or controlling person of the Company 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 Company 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 1933 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
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taylor and the State of Michigan on this 18th day of
December, 2001.
MASCO CORPORATION
By /s/Richard A. Manoogian
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Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard A. Manoogian and Eugene A.
Gargaro, Jr., and each of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or would do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or his or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
PRINCIPAL EXECUTIVE OFFICER:
/s/Richard A. Manoogian Chairman of the Board December 18, 2001
- ------------------------------------ and Chief Executive Officer
Richard A. Manoogian
PRINCIPAL FINANCIAL OFFICER:
/s/Timothy Wadhams Vice President and December 18, 2001
- ------------------------------------ Chief Financial Officer
Timothy Wadhams
PRINCIPAL ACCOUNTING OFFICER:
/s/Robert B. Rosowski Vice President and Treasurer December 18, 2001
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Robert B. Rosowski
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/s/Thomas G. Denomme Director December 18, 2001
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Thomas G. Denomme
/s/Peter A. Dow Director December 18, 2001
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Peter A. Dow
/s/Anthony F. Earley, Jr. Director December 18, 2001
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Anthony F. Earley, Jr.
/s/Joseph L. Hudson, Jr. Director December 18, 2001
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Joseph L. Hudson, Jr.
/s/Verne G. Istock Director December 18, 2001
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Verne G. Istock
/s/Raymond F. Kennedy President and Chief December 18, 2001
- ------------------------------------ Operating Officer and Director
Raymond F. Kennedy
/s/Wayne B. Lyon Director December 18, 2001
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Wayne B. Lyon
/s/John A. Morgan Director December 18, 2001
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John A. Morgan
/s/Mary Ann Van Lokeren Director December 18, 2001
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Mary Ann Van Lokeren
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The Plan(s). Pursuant to the requirements of the Securities Act of 1933, the
plan administrator of each of the employee benefit plans, interests in which are
registered hereby, has duly caused this Registration Statement to be signed on
their behalf by the undersigned thereunto duly authorized, in the City of
Taylor, State of Michigan, on December 18, 2001.
MASCO CONTRACTOR SERVICES, INC.
SALARIED 401(k) PLAN
By: MASCO CORPORATION, Administrator
BY: /s/Richard A. Manoogian
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Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer
MASCO CONTRACTOR SERVICES, INC.
HOURLY 401(k) PLAN
By: MASCO CORPORATION, Administrator
BY: /s/Richard A. Manoogian
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Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4.a Restated Certificate of Incorporation of Masco Corporation.
Incorporated herein by reference to the Exhibits filed with the Masco
Corporation's Registration Statement on Form S-3 (1933 Act No.
333-73802).
*4.b Bylaws of Masco Corporation.
4.c Rights Agreement dated as of December 6, 1995, between Masco
Corporation and The Bank of New York, as Rights Agent, as amended by
Amendment No. 1 dated as of September 23, 1998. Incorporated herein by
reference to the Exhibits filed with Masco Corporation's Annual Report
on Form 10-K for the year ended December 31, 2000.
5 Pursuant to Item 8(b), Masco Corporation undertakes to submit the Plans
and any amendments to the Plans to the Internal Revenue service ("IRS")
in a timely manner and make all changes required by the IRS to qualify
the Plans.
*23 Consent of PricewaterhouseCoopers LLP relating to the financial
statements and financial statement schedule of Masco Corporation.
*24 Power of Attorney, included on the signatures page of this Registration
Statement on Form S-8.
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*Filed herewith.
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