-----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, BypD/k4fiDksVbNP73GmY9iH49cUzXHxOKzfbnVWiJ/LZPzUKMdHT1NLYiwbo3Iw Vsv1ZNkAdQ74sk1gFOMntg== 0000005187-01-500009.txt : 20010702 0000005187-01-500009.hdr.sgml : 20010702 ACCESSION NUMBER: 0000005187-01-500009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010629 EFFECTIVENESS DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64154 FILM NUMBER: 1671751 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605000 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 S-8 1 s-8.txt UNION SAVINGS PLAN As filed with the Securities and Exchange Commission on June 29, 2001 File No. 333-_____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------- AMERICAN HOME PRODUCTS CORPORATION (Exact name of registrant as specified in its charter) ------------------------ Delaware (State or other jurisdiction of incorporation or organization) 13-2526821 (I.R.S. Employer Identification No.) of incorporation or organization) Five Giralda Farms, Madison, New Jersey 07940 (Address of Principal Executive Offices) (Zip Code) AMERICAN HOME PRODUCTS CORPORATION UNION SAVINGS PLAN (Full title of the plan) LOUIS L. HOYNES, JR. Executive Vice President and General Counsel American Home Products Corporation Five Giralda Farms Madison, New Jersey 07940 (973) 660-5000 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount Amount Maximum Maximum of Regis- Title of Securities to be Offering Price Aggregate tration To be Registered Registered per Share (1) Offering Fee (1) Price (1) Common Stock, 600,000 $60.825 $36,495,000 $9,124 par value $.33-1/3
(1) Estimated solely for the purpose of calculating the registration fee. Such estimate has been computed in accordance with Rule 457(c) and Rule 457(h) under the Securities Act based on the average of the high and low prices of the registrant's common stock as reported on the New York Stock Exchange on June 27, 2001. Part I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information and Registrant Information and Employee Plan Annual Information. The information required by Part I is included in document(s) sent or given to participants in the American Home Products Corporation Union Savings Plan (the "Plan") pursuant to Rule 428(b)(1). 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 by American Home Products Corporation (the "Corporation") are incorporated herein by reference: (a) The Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. (b) The Corporation's Current Report on Form 8-K dated April 25, 2001. (c) The Corporation's Quarterly Report on Form 10-Q for the quarter ending March 31, 2001. (d) The description of the Corporation's Common Stock contained in the Company's Registration Statement on Form 10/A dated and filed on May 4, 1998. All documents subsequently filed by the Corporation or the Plan pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The consolidated financial statements of the Corporation and subsidiary companies as of December 31, 2000 and 1999 and for each of the years in the three-year period ended December 31, 2000 incorporated by reference in this registration statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference in this registration statement in reliance upon the authority of said firm as experts in giving said reports. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware Corporation Law and the Restated Certificate of Incorporation and the By-laws of the Corporation contain provisions covering indemnification of corporate directors and officers against certain liabilities and expenses incurred as a result of proceedings under the Securities Act of 1933, as amended (the "1933 Act") and the 1934 Act. The Corporation provides indemnity insurance pursuant to which officers and directors are indemnified or insured against liability and loss under certain circumstances which may include liability or related loss under the Securities Act of 1933 and the Securities Exchange Act of 1934. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits See Index to Exhibits on page II-9. 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 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; (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) of this Section do not apply if the Registration Statement is on Form S-3 or 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 Section 15(d) of the 1934 Act that are incorporated by reference in the Registration Statement. (2) 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 the 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 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act, (and, where applicable, each filing of an employee benefit 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 herein, 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 1933 Act may be permitted to directors, officers and controlling persons 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 1933 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 such 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 1933 Act and will be governed by the final adjudication of such issue. 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 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 Madison and State of New Jersey, on this 29th day of June, 2001. AMERICAN HOME PRODUCTS CORPORATION (Registrant) By: /s/ Robert Essner (Robert Essner Chief Executive Officer and President) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Robert Essner Chief Executive Officer, June 29, 2001 Robert Essner President and Director /s/ John R. Stafford Chairman of the Board June 29, 2001 (John R. Stafford) and Director /s/ Kenneth J. Martin Senior Vice President - June 29, 2001 (Kenneth J. Martin) Principal Financial Officer /s/ Paul J. Jones Vice President and Comptroller - June 29, 2001 (Paul J. Jones) Principal Accounting Officer /s/ Clifford L. Alexander, Jr. Director June 29, 2001 (Clifford L. Alexander, Jr.) Frank A. Bennack, Jr. Director June 29, 2001 (Frank A. Bennack, Jr.) /s/ Richard L. Carrion Director June 29, 2001 (Richard L. Carrion) John D. Feerick Director June 29, 2001 (John D. Feerick) John P. Mascotte Director June 29, 2001 (John P. Mascotte) Mary Lake Polan, M.D.,Ph.D Director June 29, 2001 (Mary Lake Polan, M.D.,Ph.D) Ivan G. Seidenberg Director June 29, 2001 (Ivan G. Seidenberg) Walter V. Shipley Director June 29, 2001 (Walter V. Shipley) John R. Torell III Director June 29, 2001 (John R. Torell III)
INDEX TO EXHIBITS Exhibit Number Exhibit 4.1 Certificate of Incorporation of the Corporation, incorporated herein by reference to Exhibit No. 3.1 of the Registrant's Form 10/A, dated May 4, 1998 4.2 By-laws of the Corporation, incorporated herein by reference to Exhibit 3.2 of the Registrant's Form 10-Q for the quarter ended September 30, 2000 5 Opinion of Pitney, Hardin, Kipp & Szuch LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in Exhibit 5 hereto) EX-5 2 ex-5.txt EXHIBIT 5 (Opinion of Pitney, Hardin, Kipp & Szuch LLP) PITNEY, HARDIN, KIPP & SZUCH LLP P.O. Box 1945 Morristown, New Jersey 07962-1945 June 27, 2001 American Home Products Corporation Five Giralda Farms Madison, New Jersey 07940 We refer to the Registration Statement on Form S-8 (the "Registration Statement") by American Home Products Corporation (the "Company") relating to the registration under the Securities Act of 1933, as amended (the "Act") of six hundred thousand shares of common stock of the Company, $0.33-1/3 par value per share (the "Shares") issuable pursuant to the American Home Products Corporation Union Savings Plan (the "Plan"). We have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, agreements, instruments and certificates of public officials and of officers of the Company as we have deemed necessary or appropriate in order to express the opinion hereinafter set forth. Based upon the foregoing, we are of the opinion that when the Registration Statement has become effective under the Act, the Shares, when and as issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. The foregoing opinion is limited to the federal laws of the United States and the corporate laws of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to the use of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder. Very truly yours, PITNEY, HARDIN, KIPP & SZUCH LLP EX-23.1 3 ex-23.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8, of our reports dated January 25, 2001 included or incorporated by reference in American Home Products Corporation's Form 10-K for the year ended December 31, 2000 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP New York, New York June 29, 2001 -----END PRIVACY-ENHANCED MESSAGE-----