-----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, LBrWcfo4Uqm9OqSkaRxFudpd2VtLZf0ftUw9fd+CV0hZrZTVi46Jqnvp+lALAQDp JNQGYS9KPG8tBxNHJz4fIw== 0000950131-02-004943.txt : 20021219 0000950131-02-004943.hdr.sgml : 20021219 20021219155756 ACCESSION NUMBER: 0000950131-02-004943 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021219 EFFECTIVENESS DATE: 20021219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAYTAG CORP CENTRAL INDEX KEY: 0000063541 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 420401785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-102001 FILM NUMBER: 02863162 BUSINESS ADDRESS: STREET 1: 403 W 4TH ST N CITY: NEWTON STATE: IA ZIP: 50208 BUSINESS PHONE: 6417927000 MAIL ADDRESS: STREET 1: 403 W. 4TH STREET NW CITY: NEWTON STATE: IA ZIP: 50208 FORMER COMPANY: FORMER CONFORMED NAME: MAYTAG CO DATE OF NAME CHANGE: 19870602 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on December 19, 2002 Registration Number 333-____________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------- MAYTAG CORPORATION (Exact name of registrant as specified in its charter) Delaware 42-0401785 (State of incorporation) (I.R.S. Employer Identification Number) 403 West Fourth Street North Newton, Iowa 50208 (Address of principal executive offices) MAYTAG CORPORATION EMPLOYEE DISCOUNT STOCK PURCHASE PLAN (Full title of the plan) Roger K. Scholten Senior Vice President and General Counsel Maytag Corporation 403 West Fourth Street North Newton, Iowa 50208 (641) 787-7040 (Name, address and telephone number of agent for service) -------------------------------------------------------- Calculation of Registration Fee
Title of Proposed Proposed Securities Amount maximum maximum to be to be offering price aggregate Amount of registered registered per share (1) offering price (1) Registration fee - --------------------------------------------------------------------------------------------------------- Common Stock, par value 500,000 shares $27.57 $13,785,000 $1,268.22 $1.25, including Preferred Stock Purchase Rights (2)
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant's Common Stock as reported on the New York Stock Exchange on December 13, 2002. (2) Prior to the occurrence of certain events, the Preferred Stock Purchase Rights will not be evidenced separately from the Common Stock. 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") by Maytag Corporation (the "Company") are incorporated in this Registration Statement by reference: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; (2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since December 31, 2001; (3) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A; and (4) The description of the Company's Preferred Stock Purchase Rights contained in the Company's Registration Statement on Form 8-A. All reports and other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and 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 shall be deemed to be incorporated by reference in and to be a part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be modified or superseded for purposes of this Registration Statement if and to the extent it is modified or superseded by a statement in this Registration Statement or in a document which is also incorporated by reference in this Registration Statement. Any 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 Not applicable. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law and the By-laws of the Company provide for indemnification of directors and officers for expenses (including reasonable amounts paid in settlement) incurred in defending actions brought against them. The Company's Restated Certificate of Incorporation contains a provision that eliminates, to the fullest extent permitted by Delaware law, the personal liability of each director of the Company to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. This provision does not affect the director's liability for monetary damages for breaches of the duty of loyalty, actions or omissions not in good faith, knowing violation of law or intentional misconduct, willful or negligent conduct in approving an unlawful dividend, stock repurchase or redemption or obtaining improper personal benefits, nor does this provision eliminate the ability to bring suit to rescind a transaction or to enjoin a proposed transaction from occurring. In addition, this provision applies only to claims against a director arising out of his role as a director and not, if he is also an officer, his role as an officer or in any other capacity, nor to his responsibilities under any other law, such as the federal securities laws. The By-laws of the Company provide that directors and officers shall be indemnified and held harmless by the Company to the fullest extent permitted by the laws of Delaware as the same now or hereafter exist. The Company maintains directors and officers liability insurance covering all directors and officers of the Company against claims arising out of the performance of their duties. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits Reference is made to the Exhibit Index. Item 9. Undertakings (a) The Company 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 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 Company pursuant to section 13 or section 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 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to section 13(a) or section 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 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 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 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 Newton, State of Iowa, on December 19, 2002. MAYTAG CORPORATION By: /s/ Ralph F. Hake ------------------------------------ Ralph F. Hake Chairman and Chief Executive Officer 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 December 19, 2002. Name and Signature Title /s/ Ralph F. Hake Chairman, Chief Executive Officer, and Director - -------------------------- Ralph F. Hake (Principal Executive Officer) /s/ Steven H. Wood Executive Vice President & Chief Financial Officer - -------------------------- Steven H. Wood (Principal Financial and Accounting Officer) * Director - -------------------------- Barbara R. Allen * Director - -------------------------- Howard L. Clark, Jr. * Director - -------------------------- Lester Crown * Director - -------------------------- Wayland R. Hicks * Director - -------------------------- William T. Kerr Name and Signature Title * Director - -------------------------- Bernard G. Rethore * Director - -------------------------- W. Ann Reynolds * Director - -------------------------- Neele E. Stearns, Jr. * Director - -------------------------- Fred G. Steingraber *Patricia J. Martin, by signing her name hereto, does hereby sign this document on behalf of each of the above-named directors of the Registrant pursuant to power of attorney duly executed by such persons. By: /s/ Patricia J. Martin ----------------------------------- Patricia J. Martin Attorney-in-Fact EXHIBIT INDEX Exhibit Description 4.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 001-00655)). 4.2 Certificate of Designations of Series A Junior Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 1988 (File No. 001-00655)). 4.3 Certificate of Increase of Authorized Number of Shares of Series A Junior Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3(c) to the Company's Annual Report on Form 10-K for the year ended December 31, 1988 (File No. 001-00655)). 4.4 Certificate of Amendment to Certificate of Designations of Series A Junior Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3(d) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 001-00655)). 4.5 By-Laws of the Company, as amended through February 10, 2000 (incorporated by reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2000 (File No. 001-00655)). 4.6 Rights Agreement dated as of February 12, 1998 between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A dated February 13, 1998 (File No. 001-00655)). 4.7 Letter to Shareholders dated February 12, 1998 relating to the adoption of a shareholders rights plan with attachments (incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K dated February 12, 1998 (File No. 001-00655)). *23 Consent of Independent Auditors. *24 Powers of Attorney. - ---------------------- * Filed herewith EX-23 3 dex23.txt CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS Shareowners and Board of Directors Maytag Corporation We consent to the reference to our firm in the Registration Statement (Form S-8) pertaining to the Maytag Corporation Employee Discount Stock Purchase Plan and to the incorporation by reference therein of our report dated January 22, 2002, with respect to the consolidated financial statements and schedule of Maytag Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Chicago, Illinois December 18, 2002 EX-24 4 dex24.txt POWERS OF ATTORNEY EXHIBIT 24 MAYTAG CORPORATION Power of Attorney of Director and/or Officer The undersigned officer and/or director of Maytag Corporation, hereby constitutes Roger K. Scholten and Patricia J. Martin, and each of them singly, the undersigned's true and lawful attorneys with power to them, and each of them, to sign for the undersigned and in the undersigned's name as officer and/or director, a Registration Statement on Form S-8 for each of the Maytag Corporation Employee Discount Stock Purchase Plan, the Maytag Puerto Rico Salary Savings Plan, the Maytag Deferred Compensation Plan and the Maytag Corporation Salary Savings Plan and any and all amendments (including post-effective amendments) to said Registration Statements, and generally to do all such things in the undersigned's name and on the undersigned's behalf as an officer and/or director to enable Maytag Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming the undersigned's signature as it may be signed by said attorneys, or either of them, to said Registration Statements and any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand this 6/th/ day of December, 2002. /s/ Barbara R. Allen -------------------------------- Barbara R. Allen MAYTAG CORPORATION Power of Attorney of Director and/or Officer The undersigned officer and/or director of Maytag Corporation, hereby constitutes Roger K. Scholten and Patricia J. Martin, and each of them singly, the undersigned's true and lawful attorneys with power to them, and each of them, to sign for the undersigned and in the undersigned's name as officer and/or director, a Registration Statement on Form S-8 for each of the Maytag Corporation Employee Discount Stock Purchase Plan, the Maytag Puerto Rico Salary Savings Plan, the Maytag Deferred Compensation Plan and the Maytag Corporation Salary Savings Plan and any and all amendments (including post-effective amendments) to said Registration Statements, and generally to do all such things in the undersigned's name and on the undersigned's behalf as an officer and/or director to enable Maytag Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming the undersigned's signature as it may be signed by said attorneys, or either of them, to said Registration Statements and any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand this 4/th/ day of December, 2002. /s/ Howard L. Clark, Jr. -------------------------------- Howard L. Clark, Jr. MAYTAG CORPORATION Power of Attorney of Director and/or Officer The undersigned officer and/or director of Maytag Corporation, hereby constitutes Roger K. Scholten and Patricia J. Martin, and each of them singly, the undersigned's true and lawful attorneys with power to them, and each of them, to sign for the undersigned and in the undersigned's name as officer and/or director, a Registration Statement on Form S-8 for each of the Maytag Corporation Employee Discount Stock Purchase Plan, the Maytag Puerto Rico Salary Savings Plan, the Maytag Deferred Compensation Plan and the Maytag Corporation Salary Savings Plan and any and all amendments (including post-effective amendments) to said Registration Statements, and generally to do all such things in the undersigned's name and on the undersigned's behalf as an officer and/or director to enable Maytag Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming the undersigned's signature as it may be signed by said attorneys, or either of them, to said Registration Statements and any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand this 3/rd/ day of December, 2002. /s/ Lester Crown -------------------------------- Lester Crown MAYTAG CORPORATION Power of Attorney of Director and/or Officer The undersigned officer and/or director of Maytag Corporation, hereby constitutes Roger K. Scholten and Patricia J. Martin, and each of them singly, the undersigned's true and lawful attorneys with power to them, and each of them, to sign for the undersigned and in the undersigned's name as officer and/or director, a Registration Statement on Form S-8 for each of the Maytag Corporation Employee Discount Stock Purchase Plan, the Maytag Puerto Rico Salary Savings Plan, the Maytag Deferred Compensation Plan and the Maytag Corporation Salary Savings Plan and any and all amendments (including post-effective amendments) to said Registration Statements, and generally to do all such things in the undersigned's name and on the undersigned's behalf as an officer and/or director to enable Maytag Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming the undersigned's signature as it may be signed by said attorneys, or either of them, to said Registration Statements and any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand this 4/th/ day of December, 2002. /s/ Wayland R. Hicks -------------------------------- Wayland R. Hicks MAYTAG CORPORATION Power of Attorney of Director and/or Officer The undersigned officer and/or director of Maytag Corporation, hereby constitutes Roger K. Scholten and Patricia J. Martin, and each of them singly, the undersigned's true and lawful attorneys with power to them, and each of them, to sign for the undersigned and in the undersigned's name as officer and/or director, a Registration Statement on Form S-8 for each of the Maytag Corporation Employee Discount Stock Purchase Plan, the Maytag Puerto Rico Salary Savings Plan, the Maytag Deferred Compensation Plan and the Maytag Corporation Salary Savings Plan and any and all amendments (including post-effective amendments) to said Registration Statements, and generally to do all such things in the undersigned's name and on the undersigned's behalf as an officer and/or director to enable Maytag Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming the undersigned's signature as it may be signed by said attorneys, or either of them, to said Registration Statements and any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand this 4/th/ day of December, 2002. /s/ William T. Kerr -------------------------------- William T. Kerr MAYTAG CORPORATION Power of Attorney of Director and/or Officer The undersigned officer and/or director of Maytag Corporation, hereby constitutes Roger K. Scholten and Patricia J. Martin, and each of them singly, the undersigned's true and lawful attorneys with power to them, and each of them, to sign for the undersigned and in the undersigned's name as officer and/or director, a Registration Statement on Form S-8 for each of the Maytag Corporation Employee Discount Stock Purchase Plan, the Maytag Puerto Rico Salary Savings Plan, the Maytag Deferred Compensation Plan and the Maytag Corporation Salary Savings Plan and any and all amendments (including post-effective amendments) to said Registration Statements, and generally to do all such things in the undersigned's name and on the undersigned's behalf as an officer and/or director to enable Maytag Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming the undersigned's signature as it may be signed by said attorneys, or either of them, to said Registration Statements and any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand this 5/th/ day of December, 2002. /s/ Bernard G. Rethore -------------------------------- Bernard G. Rethore MAYTAG CORPORATION Power of Attorney of Director and/or Officer The undersigned officer and/or director of Maytag Corporation, hereby constitutes Roger K. Scholten and Patricia J. Martin, and each of them singly, the undersigned's true and lawful attorneys with power to them, and each of them, to sign for the undersigned and in the undersigned's name as officer and/or director, a Registration Statement on Form S-8 for each of the Maytag Corporation Employee Discount Stock Purchase Plan, the Maytag Puerto Rico Salary Savings Plan, the Maytag Deferred Compensation Plan and the Maytag Corporation Salary Savings Plan and any and all amendments (including post-effective amendments) to said Registration Statements, and generally to do all such things in the undersigned's name and on the undersigned's behalf as an officer and/or director to enable Maytag Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming the undersigned's signature as it may be signed by said attorneys, or either of them, to said Registration Statements and any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand this 4/th/ day of December, 2002. /s/ W. Ann Reynolds -------------------------------- W. Ann Reynolds MAYTAG CORPORATION Power of Attorney of Director and/or Officer The undersigned officer and/or director of Maytag Corporation, hereby constitutes Roger K. Scholten and Patricia J. Martin, and each of them singly, the undersigned's true and lawful attorneys with power to them, and each of them, to sign for the undersigned and in the undersigned's name as officer and/or director, a Registration Statement on Form S-8 for each of the Maytag Corporation Employee Discount Stock Purchase Plan, the Maytag Puerto Rico Salary Savings Plan, the Maytag Deferred Compensation Plan and the Maytag Corporation Salary Savings Plan and any and all amendments (including post-effective amendments) to said Registration Statements, and generally to do all such things in the undersigned's name and on the undersigned's behalf as an officer and/or director to enable Maytag Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming the undersigned's signature as it may be signed by said attorneys, or either of them, to said Registration Statements and any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand this 4/th/ day of December, 2002. /s/ Neele E. Stearns, Jr. -------------------------------- Neele E. Stearns, Jr. MAYTAG CORPORATION Power of Attorney of Director and/or Officer The undersigned officer and/or director of Maytag Corporation, hereby constitutes Roger K. Scholten and Patricia J. Martin, and each of them singly, the undersigned's true and lawful attorneys with power to them, and each of them, to sign for the undersigned and in the undersigned's name as officer and/or director, a Registration Statement on Form S-8 for each of the Maytag Corporation Employee Discount Stock Purchase Plan, the Maytag Puerto Rico Salary Savings Plan, the Maytag Deferred Compensation Plan and the Maytag Corporation Salary Savings Plan and any and all amendments (including post-effective amendments) to said Registration Statements, and generally to do all such things in the undersigned's name and on the undersigned's behalf as an officer and/or director to enable Maytag Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming the undersigned's signature as it may be signed by said attorneys, or either of them, to said Registration Statements and any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand this 4/th/ day of December, 2002. /s/ Fred G. Steingraber -------------------------------- Fred G. Steingraber -----END PRIVACY-ENHANCED MESSAGE-----