-----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, Ov4xUnYC00FpzWkrCRxwjFGEyXjEHHMOvNFVip+5UwbQd3lahDWYnThPQZA/nLxe TAaqlrX3llNNM8CaHiDxvg== 0000950124-05-004426.txt : 20050726 0000950124-05-004426.hdr.sgml : 20050726 20050726164603 ACCESSION NUMBER: 0000950124-05-004426 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050726 DATE AS OF CHANGE: 20050726 EFFECTIVENESS DATE: 20050726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASCO CORP /DE/ CENTRAL INDEX KEY: 0000062996 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 381794485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-126888 FILM NUMBER: 05974676 BUSINESS ADDRESS: STREET 1: 21001 VAN BORN RD CITY: TAYLOR STATE: MI ZIP: 48180 BUSINESS PHONE: 3132747400 MAIL ADDRESS: STREET 1: 21001 VAN BORN ROAD CITY: TAYLOR STATE: MI ZIP: 48180 FORMER COMPANY: FORMER CONFORMED NAME: MASCO SCREW PRODUCTS CO DATE OF NAME CHANGE: 19731025 S-8 1 k96988sv8.txt REGISTRATION STATEMENT ON FORM S-8 - -------------------------------------------------------------------------------- AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2005 - -------------------------------------------------------------------------------- Registration No. 333- ________ 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 or Organization) (IRS Employer Identification No.)
21001 VAN BORN ROAD TAYLOR, MICHIGAN 48180 (313) 274-7400 (Address of Principal Executive Offices) MASCO CORPORATION 2005 LONG TERM STOCK INCENTIVE 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 and Telephone Number, including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
- ---------------------------- -------------------- --------------------- ------------------------- ------------------- Title of Each Class of Proposed Maximum Proposed Maximum Securities to be Amount to Offering Price Aggregate Amount of Registered be Registered (1) Per Share(2) Offering Price(2) Registration Fee(2) - ---------------------------- -------------------- --------------------- ------------------------- ------------------- Common Stock (par value $1.00 per share)(3) 25,000,000 $32.84 $821,000,000 $96,631.70 - ---------------------------- -------------------- --------------------- ------------------------- -------------------
(1) Pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional shares of Common Stock as may be issuable by reason of the antidilution provisions of the Incentive Plan in the event of stock splits, stock dividends or similar transactions. (2) Computed 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 July 19, 2005. (3) Includes related Preferred Stock Purchase Rights under the Registrant's Rights Agreement. 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 (the "Commission") are hereby incorporated herein by reference: (a) Masco Corporation's (the "Company's") Annual Report on Form 10-K for the fiscal year ended December 31, 2004. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. (c) The Company's Current Reports on Form 8-K dated January 1, 2005, March 22, 2005, April 5, 2005, May 10, 2005 and June 10, 2005 and Amendment No. 1 dated February 2, 2005 to Current Report on Form 8-K dated December 7, 2004. (d) The description of the Company's common stock contained in the amendment on Form 8 dated May 22, 1991 to the Company's registration statement on Form 8-A (except that the transfer agent and registrar is now The Bank of New York, New York, New York) and the description of the Company's preferred stock purchase rights contained in the amendment on Form 8-A 12B/A dated March 18, 1999 to its registration statement on Form 8-A (except that each outstanding share of common stock has one-half of one right to purchase one one-thousandth of a share of preferred stock). All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15 (d) of the 1934 Act after the date of this Registration Statement and 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 herein and to be a part hereof from the date of filing of such 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. 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 -2- director, officer or employee of the Company shall be indemnified and held harmless by the Company to the fullest extent permitted by the General Corporation Law of Delaware against all expense, liability and loss (including without limitation attorneys' fees, judgements, 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 capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit No. Description 4.a Restated Certificate of Incorporation of the Company and amendments thereto. Incorporated by reference to the Exhibits filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2002. 4.b Bylaws of the Company, as amended December 5, 2001. Incorporated by reference to the Exhibits filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2002. *5 Opinion of John R. Leekley *23.a Consent of PricewaterhouseCoopers LLP. *23.b Consent of John R. Leekley, which is included as part of Exhibit 5. *24 Power of Attorney, included on the Signatures page of this Registration Statement on Form S-8. 99 Masco Corporation 2005 Long Term Stock Incentive Plan. Incorporated by reference to the Exhibit filed with the Company's Current Report on Form 8-K dated May 10, 2005. - ---------- *Filed herewith. -3- SIGNATURES 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 26th day of July, 2005. MASCO CORPORATION By /s/Richard A. Manoogian ----------------------------------- 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 July 26, 2005 - ------------------------------------ and Chief Executive Officer Richard A. Manoogian PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER: /s/ Timothy Wadhams Senior Vice President and - ------------------------------------ Chief Financial Officer July 26, 2005 Timothy Wadhams
-4- /s/ Dennis W. Archer Director July 26, 2005 - ------------------------------------ Dennis W. Archer /s/ Thomas G. Denomme Director July 26, 2005 - ------------------------------------ Thomas G. Denomme /s/ Peter A. Dow Director July 26, 2005 - ------------------------------------ Peter A. Dow /s/ Anthony F. Earley, Jr. Director July 26, 2005 - --------------------------- Anthony F. Earley, Jr. /s/ Verne G. Istock Director July 26, 2005 - ------------------------------------ Verne G. Istock /s/ David L. Johnston Director July 26, 2005 - ------------------------------------ David L. Johnston /s/ J. Michael Losh Director July 26, 2005 - ------------------------------------ J. Michael Losh /s/ Mary Ann Van Lokeren Director July 26, 2005 - --------------------------- Mary Ann Van Lokeren
-5- INDEX TO EXHIBITS
Exhibit No. Description 4.a Restated Certificate of Incorporation of the Company and amendments thereto. Incorporated by reference to the Exhibits filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2002. 4.b Bylaws of the Company, as amended December 5, 2001. Incorporated by reference to the Exhibits filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2002. *5 Opinion of John R. Leekley *23.a Consent of PricewaterhouseCoopers LLP. *23.b Consent of John R. Leekley, which is included as part of Exhibit 5. *24 Power of Attorney, included on the Signatures page of this Registration Statement on Form S-8. 99 Masco Corporation 2005 Long Term Stock Incentive Plan. Incorporated by reference to the Exhibit filed with the Company's Current Report on Form 8-K dated May 10, 2005.
- ---------- *Filed herewith. -6- EX-5 2 k96988exv5.txt OPINION OF JOHN R. LEEKLEY EXHIBIT 5 July 26, 2005 Masco Corporation 21001 Van Born Road Taylor, Michigan 48180 RE: MASCO CORPORATION REGISTRATION STATEMENT ON FORM S-8 2005 LONG TERM STOCK INCENTIVE PLAN Dear Sirs: I am acting as your counsel in connection with the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, registering an aggregate of 25,000,000 shares of common stock, $1.00 par value (the "Shares"), of Masco Corporation, a Delaware corporation (the "Company"), which may be issued pursuant to the terms of the Company's 2005 Long Term Stock Incentive Plan (the "Plan"). I or attorneys on my staff who report to me have examined and are familiar with originals or copies, certified or otherwise identified to my satisfaction, of such documents or corporate records as I have deemed necessary or advisable for the purpose of this opinion. Based upon the foregoing, I am of the opinion that: (1) The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware, with corporate power under such laws to issue the Shares; and (2) The Plan has been duly authorized by appropriate corporate action and the Shares, when issued pursuant to further action by the Board of Directors of the Company or an appropriate committee thereof and in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable assuming that the exercise price of stock options is not less than par value and that prior to awarding shares of restricted stock there is a determination by the Company's Board of Directors or an appropriate committee thereof that the Company has received consideration having a value not less than the par value of the shares awarded. I hereby consent to the filing of this opinion as Exhibit 5 to the Company's Registration Statement on Form S-8. Very truly yours, /s/John R. Leekley John R. Leekley Senior Vice President and General Counsel EX-23.A 3 k96988exv23wa.txt CONSENT OF PRICEWATERHOUSECOOPERS, LLP EXHIBIT 23.a CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 16, 2005 relating to the financial statements, financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of Masco Corporation, which appears in Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2004. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, MI July 26, 2005 -----END PRIVACY-ENHANCED MESSAGE-----