As filed with the Securities and Exchange Commission on November 1, 2001
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE ESTEE LAUDER COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2408943
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
767 Fifth Avenue
New York, New York 10153
(212) 572-4200
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
THE ESTEE LAUDER COMPANIES INC.
FISCAL 2002 SHARE INCENTIVE PLAN
(Full Title of Plan)
Paul E. Konney, Esq.
Senior Vice President, General Counsel and Secretary
The Estee Lauder Companies Inc.
767 Fifth Avenue
New York, New York 10153
(212) 572-4200
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Jeffrey J. Weinberg, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of
Offering Price Per Aggregate Offering
Registered(1) Share(2) Price(2) Registration Fee
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Class A Common Stock, par value $0.01 per share 12,000,000 shares $32.67 $392,040,000 $98,010
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 of the Securities Act of 1933.
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NY2:\1086125\02\N@2502!.DOC\44090.0009
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to employees pursuant to
Rule 428(b) or additional information about The Estee Lauder Companies Inc.
Fiscal 2002 Share Incentive Plan are available without charge by contacting:
The Estee Lauder Companies Inc.
767 Fifth Avenue
New York, New York 10153
(212) 572-4200
Attention: Human Resources Department -
Stock Plan Administration
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by The Estee
Lauder Companies Inc. (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2001;
(b) (1) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001;
(2) The Company's Current Report on Form 8-K filed with the
Commission on September 28, 2001;
(c) The description of the Company's Class A Common Stock, par
value $0.01 per share (the "Common Stock"), contained in the
Company's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the Securities Exchange
Act of 1934 (the "Exchange Act") on November 8, 1995,
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
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 in this Registration Statement 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Generally, Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") permits a corporation to indemnify certain
persons made a party to an action, by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. To the extent that person has been successful in any such matter,
that person shall be indemnified against expenses actually and reasonably
incurred by him. In the case of an action by or in the right of the corporation,
no indemnification may be made in respect of any matter as to which that person
was adjudged liable unless and only to the extent that the Delaware Court of
Chancery or the court in which the action was brought determines that despite
the adjudication of liability that person is fairly and reasonably entitled to
indemnity for proper expenses.
Section 102(b)(7) of the DGCL enables a Delaware corporation
to include a provision in its certificate of incorporation limiting a director's
liability to the corporation or its stockholders for monetary damages for
breaches of fiduciary duty as a director. The Company has adopted a provision in
its Certificate of Incorporation that provides for such limitation to the full
extent permitted under Delaware law.
The Company's Bylaws provide for indemnification of its
directors and officers to the fullest extent permitted by law.
The directors and officers of the Company are covered by
insurance policies indemnifying against certain liabilities, including certain
liabilities arising under the Securities Act which might be incurred by them in
such capacities and against which they cannot be indemnified by the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4(a) - Form of Restated Certificate of
Incorporation (incorporated by reference to
Exhibit 3.1 to Amendment No. 3 to the
Company's Registration Statement on Form
S-1 (No. 33-97180), dated as of November
13, 1995).
4(b) - Certificate of Amendment to Restated
Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1999).
4(c) - Form of Amended and Restated By-Laws
(incorporated by reference to Exhibit 3.2
to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31,
1999).
4(d) - The Estee Lauder Companies Inc. Fiscal 2002
Share Incentive Plan.
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5 - Opinion of Weil, Gotshal & Manges LLP.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Weil, Gotshal & Manges LLP
(included in Exhibit 5).
24 - Power of Attorney (included as part of the
signature page to this Registration
Statement and incorporated herein by
reference).
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;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
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 paragraph (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by the foregoing paragraphs is
contained in periodic reports filed with or furnished to the
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Commission by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities 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.
(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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, 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
Securities 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 Securities 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 this 31st day of
October, 2001.
THE ESTEE LAUDER COMPANIES INC.
By: /s/ Richard W. Kunes
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Name: Richard W. Kunes
Title: Senior Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Leonard A. Lauder, Ronald S.
Lauder, Fred H. Langhammer, Paul E. Konney and Richard W. Kunes, or any of them,
his or her true and lawful attorneys-in-fact and agents, 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 sign any
related Registration Statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, 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, full power and
authority to do and perform each and every act and thing required and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them or their substitute or
substitutes, could 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
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/s/ Fred H. Langhammer President, Chief Executive Officer and October 31, 2001
---------------------------------------- Director
Fred H. Langhammer (Principal Executive Officer)
/s/ Leonard A. Lauder Chairman of the Board of Directors October 31, 2001
----------------------------------------
Leonard A. Lauder
/s/ Charlene Barshefsky Director October 31, 2001
----------------------------------------
Charlene Barshefsky
/s/ Lynn Forester Director October 31, 2001
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Lynn Forester
/s/ Irvine O. Hockaday, Jr. Director October 31, 2001
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Irvine O. Hockaday, Jr.
/s/ Ronald S. Lauder Director October 31, 2001
----------------------------------------
Ronald S. Lauder
/s/ William P. Lauder Director October 31, 2001
----------------------------------------
William P. Lauder
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/s/ Richard D. Parsons Director October 31, 2001
----------------------------------------
Richard D. Parsons
/s/ Marshall Rose Director October 31, 2001
----------------------------------------
Marshall Rose
/s/ Faye Wattleton Director October 31, 2001
----------------------------------------
Faye Wattleton
/s/ Richard W. Kunes Senior Vice President and Chief October 31, 2001
---------------------------------------- Financial Officer
Richard W. Kunes (Principal Financial and Accounting
Officer)
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EXHIBIT INDEX
4(a) - Form of Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to Amendment No. 3 to the
Company's Registration Statement on Form S-1 (No. 33-97180),
dated as of November 13, 1995).
4(b) - Certificate of Amendment to Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1999).
4(c) - Form of Amended and Restated By-Laws (incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1999).
4(d) - The Estee Lauder Companies Inc. Fiscal 2002 Share Incentive
Plan.
5 - Opinion of Weil, Gotshal & Manges LLP.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5).
24 - Power of Attorney (included as part of the signature page to
this Registration Statement and incorporated herein by
reference).
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