-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pc3L3NV5Yo8WlWqztsygyXUIbQDsXyxJJn4yfVDc/d1g3jWOH5nr+qUAHbny+W1U geVPfOhJhiNcmoYrQY0x7Q== 0000950123-00-001645.txt : 20000228 0000950123-00-001645.hdr.sgml : 20000228 ACCESSION NUMBER: 0000950123-00-001645 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000225 EFFECTIVENESS DATE: 20000225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARTER WALLACE INC /DE/ CENTRAL INDEX KEY: 0000018000 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 134986583 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-31110 FILM NUMBER: 553431 BUSINESS ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2123395000 S-8 1 CARTER-WALLACE, INC. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- CARTER-WALLACE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-4986583 (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 EXECUTIVE OFFICES) (ZIP CODE)
CARTER-WALLACE, INC. 1996 LONG-TERM INCENTIVE PLAN (FULL TITLE OF THE PLAN) --------------- STEPHEN R. LANG, ESQ. Vice President, General Counsel and Secretary Carter-Wallace, Inc. 1345 Avenue of the Americas, New York, New York 10105 (Name and address of agent for service) (212) 339-5000 Telephone number, including area code, of agent for service --------------- CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------- Proposed Proposed Title of Amount Maximum Maximum Amount of Securities to to be Offering Price Per Aggregate Registration be Registered Registered Share (1) Offering Price(1) Fee - --------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share 4,500,000 shares $18.0625 $81,281,250 $21,458.25 - ---------------------------------------------------------------------------------------------------------------
================================================================================ (1) Estimated solely for the purpose of calculating the registration fee based upon the closing price of the Common Stock on February 23, 2000 as reported on the New York Stock Exchange-Composite Transactions. ================================================================================ 2 PART II EXPLANATORY NOTE This Registration Statement is being filed to register an additional 4,500,000 shares of Common Stock, par value $1.00 per share, of Carter-Wallace, Inc. (the "Company") that may be issued pursuant to the Carter-Wallace, Inc. 1996 Long-Term Incentive Plan (the "Plan"). The contents of Registration Statement on Form S-8 (Registration No. 333-00499), which also covers shares of Common Stock of the Company that have been or may be issued under the Plan, are incorporated herein be reference. ITEM 8. EXHIBITS 4. Instruments defining the rights of security holders. (i) Certificate of Incorporation, as amended, of the Company -- incorporated by reference to Exhibit No. 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1992. (ii) By-Laws of the Company -- incorporated by reference to Exhibit No. 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998. 5. Opinion re legality. Opinion of Whitman Breed Abbott & Morgan LLP, including the consent of such counsel. 23. Consents of experts and counsel. (i) Consent of KPMG LLP. (ii) The consent of Whitman Breed Abbott & Morgan LLP is contained in the opinion filed as Exhibit 5 of this Registration Statement. 24. Power of Attorney. Included in Part II of this Registration Statement. 99. Additional Exhibits. Carter-Wallace, Inc. 1996 Long-Term Incentive Plan, as amended -- incorporated by reference to Exhibit No. 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1999. 3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT, CARTER-WALLACE, INC., 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 FEBRUARY 24, 2000. CARTER-WALLACE, INC. By: /s/ RALPH LEVINE ----------------------------- Ralph Levine, President and Chief Operating Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Ralph Levine and Stephen R. Lang, and each of them, with full power of substitution and resubstitution, as attorneys or attorney to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file with the Securities and Exchange Commission the same, with all exhibits thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, hereby ratifying and confirming all that said attorneys, and any of them and any such substitute, 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 INDICATED ON FEBRUARY 24, 2000.
Signature Title --------- ----- /s/ HENRY H. HOYT, JR. Chairman of the Board and Chief - -------------------------- Executive Officer (Principal Executive Officer) Henry H. Hoyt, Jr. /s/ PAUL A. VETERI Executive Vice President and Chief Financial - -------------------------- Officer (Principal Financial Officer) and Director Paul A. Veteri /s/ PETER J. GRIFFIN Vice President and Controller (Principal - -------------------------- Accounting Officer) Peter J. Griffin Director - -------------------------- David M. Baldwin /s/ RICHARD L. CRUESS, M.D. Director - -------------------------- Richard L. Cruess, M.D. /s/ SUZANNE H. GARCIA Director - -------------------------- Suzanne H. Garcia
4 /s/ SCOTT C. HOYT Director - -------------------------- Scott C. Hoyt /s/ RALPH LEVINE Director - -------------------------- Ralph Levine /s/ HERBERT M. RINALDI Director - -------------------------- Herbert M. Rinaldi 5 EXHIBIT INDEX EXHIBIT NUMBER - ------ 4. Instruments defining the rights of security holders. (i) Certificate of Incorporation, as amended, of the Company -- incorporated by reference to Exhibit No. 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1992. (ii) By-Laws of the Company -- incorporated by reference to Exhibit No. 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998. 5. Opinion re legality. Opinion of Whitman Breed Abbott & Morgan LLP including consent of such counsel. 23. Consents of experts and counsel. (i) Consent of KPMG LLP. (ii) The consent of Whitman Breed Abbott & Morgan LLP is contained in the opinion filed as Exhibit 5 to this Registration Statement. 24. Power of Attorney. Included in Part II of this Registration Statement. 99. Additional Exhibits. Carter-Wallace, Inc. 1996 Long-Term Incentive Plan, as amended -- incorporated by reference to Exhibit No. 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1999. EX-5 2 OPINION RE LEGALITY 1 EXHIBIT 5 February 24, 2000 Carter-Wallace, Inc. 1345 Avenue of the Americas New York, New York 10105 Dear Sirs: We refer to the Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), to be filed by Carter-Wallace, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission"). The Registration Statement covers 4,500,000 shares (the "Shares") of the Company's Common Stock, par value $1.00 per share, to be issued and sold by the Company upon the exercise of options granted and awards made pursuant to the Company's 1996 Long-Term Incentive Plan (the "Plan"). We have examined the originals or certified photostatic or facsimile copies of such records and other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies. Based upon our examination mentioned above, subject to the assumption and qualifications stated and relying on statements of fact contained in the documents that we have examined, we are of the opinion that, upon issuance of the Shares in accordance with the provisions of the Plan, the Shares will have been validly issued and will be fully paid and nonassessable. We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Commission. Very truly yours, WHITMAN BREED ABBOTT & MORGAN LLP EX-23.I 3 CONSENT OF KPMG LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Carter-Wallace, Inc.: We consent to the use of our audit reports dated May 5, 1999 on the consolidated financial statements of Carter-Wallace, Inc. and subsidiaries as of March 31, 1999 and 1998, and for each of the years in the three-year period then ended, and all related schedules, incorporated herein by reference. KPMG LLP New York, New York February 24, 2000 -----END PRIVACY-ENHANCED MESSAGE-----