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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1994
REGISTRATION NO. ________
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE SHERWIN-WILLIAMS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 34-0526850
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
101 Prospect Avenue, N.W., Cleveland, Ohio 44115
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE SHERWIN-WILLIAMS COMPANY 1994 STOCK PLAN
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(FULL TITLE OF THE PLAN)
L.E. STELLATO
Vice President, General Counsel and Secretary
THE SHERWIN-WILLIAMS COMPANY
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115
(216) 566-2000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee
Share* Price
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Common Stock
Par Value $1.00 3,066,430 $33.875 $103,875,316 $35,819.33
==========================================================================================================================
* In accordance with Rule 457 under the Securities Act of 1933, this figure is
based on the average of the high and low prices of the Common Stock reported on
the New York Stock Exchange on February 7, 1994 and is used solely for the
purpose of determining the Registration Fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993.
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993.
(4) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993.
(5) The description of the Common Stock contained in the Company's
registration statements filed under Section 12 of the
Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.
(6) All documents subsequently filed by the Company pursuant to
Sections 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of any original issuance securities being registered
pursuant to this Registration Statement has been passed upon by L.E. Stellato,
General Counsel of the Company. Mr. Stellato is also Vice President and
Secretary of the Company. At December 31, 1993, Mr. Stellato directly held 13
shares of the Company's Common Stock, 7,000 shares of the Company's Restricted
Common Stock and options to purchase 27,800 shares of the Company's Common
Stock and, as a result of his participation in the Company's Employee Stock
Purchase and Savings Plan, indirectly held an additional 7,785 shares of the
Company's Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IV of the Company's Code of Regulations, as amended April 27,
1988 ("Regulations"), filed as Exhibit 4(b) to Post- Effective Amendment No. 1
to Form S-8 Registration Statement Number 2-91401, dated April 29, 1988, is
incorporated herein by reference.
Reference is made to Section 1701.13(E) of the Ohio Revised Code
relating to the indemnification of directors and officers of an Ohio
corporation and to Sections 1 and 2 of Article IV of the Regulations.
The Ohio Revised Code and Section 1 of Article IV of the Regulations
provide that the Company will indemnify its directors, officers, employees and
agents against amounts which may be incurred in connection with certain
actions, suits or proceedings under the circumstances as set out in Sections
1(a) and 1(b) of Article IV of the Regulations. However, the Ohio Revised Code
and Section 1 of Article IV of the Regulations limit indemnification in respect
of certain claims, issues or matters as to which such party is adjudged to be
liable for negligence or misconduct in performance of his duty to the Company
and also in actions in which the only liability asserted against a director is
for certain statutory violations. The Ohio Revised Code and Section 1 of
Article IV of the Regulations also provide that general indemnification
provisions as found in Sections 1(a) and 1(b) of Article IV of the Regulations
do not limit the remaining provisions of Article IV of the Regulations.
In addition, the Ohio Revised Code and Section 1(e) of Article IV of
the Regulations provide that the Company may pay certain expenses in advance of
the final disposition of an action if the person receiving the advance
undertakes to repay the advance if it is ultimately determined that the person
receiving the advance is not entitled to indemnification. Also, with certain
limited exceptions, expenses incurred by a director in defending an action must
be paid by the Company as they are incurred in advance of the final disposition
if the director agrees (i) to repay such advances if it is proved by clear and
convincing evidence that the director's action or failure to act involved an
act or omission undertaken with reckless disregard for the Company's interests
and (ii) to reasonably cooperate with the Company concerning the action.
The Company may from time to time maintain insurance on behalf of any
person who is or was a director or officer against any loss arising from any
claim asserted against such director or officer in any such capacity, subject
to certain exclusions. The Company also has entered into indemnification
agreements with its directors and certain of its officers providing protection
as permitted by law.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) Amended Articles of Incorporation of the Company, as amended
April 28, 1993 (filed herewith).
4(b) Regulations of the Company, as amended, dated April 27, 1988,
filed as Exhibit 4(b) to Post-Effective Amendment No. 1 to
Form S-8 Registration Statement Number 2-91401, dated April
29, 1988, and incorporated herein by reference.
4(c) The Sherwin-Williams Company 1984 Stock Plan, as amended and
restated in its entirety, effective April 26, 1989, filed as
Exhibit 4(e) to Form S-8 Registration Statement No. 33-28585,
dated April 28, 1989, and incorporated herein by reference.
4(d) The Sherwin-Williams Company 1994 Stock Plan, effective
February 16, 1994 (filed herewith).
4(e) Indenture between the Company and Chemical Bank, as Trustee,
dated June 15, 1988, filed as Exhibit 4(b) to Form S-3
Registration Statement Number 33-22705, dated June 24, 1988,
and incorporated herein by reference.
4(f) Revolving Credit Agreement by and among the Company and
several banking institutions, as amended and restated,
effective December 15, 1993 (filed herewith).
4(g) Indenture between Sherwin-Williams Development Corporation, as
issuer, the Company, as guarantor, and Harris Trust and
Savings Bank, as Trustee, dated June 15, 1986, filed as
Exhibit 4(b) to Form S-3 Registration Statement Number
33-6626, dated June 20, 1986, and incorporated herein by
reference.
4(h) Indenture between the Company and Central National Bank, dated
March 1, 1970, filed as Exhibit 4 to Form S-7 Registration
Statement Number 2-36240, and incorporated herein by
reference.
4(i) Indenture between the Company and The Cleveland Trust Company,
as Trustee, dated April 17, 1967, filed as Exhibit 2(a) to
Amendment No. 1, dated April 18, 1967, to Form S-9
Registration Statement Number 2-26295, and incorporated herein
by reference.
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4(j) Rights Agreement between the Company and Ameritrust Company
National Association, dated January 25, 1989, filed as Exhibit
2.1 to Form 8-A, dated January 26, 1989, and incorporated
herein by reference.
5 Opinion of Counsel dated February 10, 1994 (filed herewith).
23(a) Consent of Ernst & Young, Independent Auditors
(filed herewith).
23(b) Consent of L.E. Stellato (set forth in his opinion filed
herewith as Exhibit 5).
24 Powers of Attorney (filed herewith).
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;
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, 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 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
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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.
(b) The undersigned registrant hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
(c) 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 CLEVELAND, AND STATE OF OHIO, ON THE 10TH DAY
OF FEBRUARY, 1994.
THE SHERWIN-WILLIAMS COMPANY
By: /s/ L.E. Stellato
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L.E. Stellato, Secretary
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:
OFFICERS AND DIRECTORS OF THE SHERWIN-WILLIAMS COMPANY:
*J.G. BREEN Chairman of the Board and Chief
- ------------------------ Executive Officer, Director
J.G. BREEN
*T.A. COMMES President and Chief Operating
- ------------------------ Officer, Director
T.A. COMMES
*L.J. PITORAK Senior Vice President-Finance,
- ------------------------ Treasurer and Chief Financial
L.J. PITORAK Officer
*J.L. AULT Vice President-Corporate Controller
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J.L. AULT
*J.M. BIGGAR Director
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J.M. BIGGAR
*L. CARTER Director
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L. CARTER
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*R.C. DOBAN Director
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R.C. DOBAN
*D.E. EVANS Director
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D.E. EVANS
*W.G. MITCHELL Director
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W.G. MITCHELL
*A.M. MIXON Director
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A.M. MIXON
*H.O. PETRAUSKAS Director
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H.O. PETRAUSKAS
*R.E. SCHEY Director
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R.E. SCHEY
*R.K. SMUCKER Director
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R.K. SMUCKER
*W.W. WILLIAMS Director
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W.W. WILLIAMS
*The undersigned, by signing his name hereto, does sign and execute
this Registration Statement on behalf of the designated Officers and Directors
of The Sherwin-Williams Company pursuant to Powers of Attorney executed on
behalf of each of such Officers and Directors which are filed as an Exhibit
hereto.
By: /s/ L.E. Stellato February 10, 1994
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L.E. STELLATO, Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
4(a) Amended Articles of Incorporation of the Company, as amended April 28, 1993 (filed herewith).
4(b) Regulations of the Company, as amended, dated April 27, 1988, filed as Exhibit 4(b) to Post-Effective
Amendment No. 1 to Form S-8 Registration Statement Number 2-91401, dated April 29, 1988, and incorporated
herein by reference.
4(c) The Sherwin-Williams Company 1984 Stock Plan, as amended and restated in its entirety, effective April 26,
1989, filed as Exhibit 4(e) to Form S-8 Registration Statement No. 33-28585, dated April 28, 1989, and
incorporated herein by reference.
4(d) The Sherwin-Williams Company 1994 Stock Plan, effective February 16, 1994 (filed herewith).
4(e) Indenture between the Company and Chemical Bank, as Trustee, dated June 15, 1988, filed as Exhibit 4(b) to
Form S-3 Registration Statement Number 33-22705, dated June 24, 1988, and incorporated herein by reference.
4(f) Revolving Credit Agreement by and among the Company and several banking institutions, as amended and
restated, effective December 15, 1993 (filed herewith).
4(g) Indenture between Sherwin-Williams Development Corporation, as issuer, the Company, as guarantor, and
Harris Trust and Savings Bank, as Trustee, dated June 15, 1986, filed as Exhibit 4(b) to Form S-3
Registration Statement Number 33-6626, dated June 20, 1986, and incorporated herein by reference.
4(h) Indenture between the Company and Central National Bank, dated March 1, 1970, filed as Exhibit 4 to Form S-
7 Registration Statement Number 2-36240, and incorporated herein by reference.
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EXHIBIT NO. EXHIBIT DESCRIPTION
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4(i) Indenture between the Company and The Cleveland Trust Company, as Trustee, dated April 17, 1967, filed as
Exhibit 2(a) to Amendment No. 1, dated April 18, 1967, to Form S-9 Registration Statement Number 2-26295,
and incorporated herein by reference.
4(j) Rights Agreement between the Company and Ameritrust Company National Association, dated January 25, 1989,
filed as Exhibit 2.1 to Form 8-A, dated January 26, 1989, and incorporated herein by reference.
5 Opinion of Counsel dated February 10, 1994 (filed herewith).
23(a) Consent of Ernst & Young, Independent Auditors (filed herewith).
23(b) Consent of L.E. Stellato (set forth in his opinion filed herewith as Exhibit 5).
24 Powers of Attorney (filed herewith).
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