-----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, K4AQLifD3o3ux3cNnlgxNXCNu3rUN9ZStQf68wpJwxB0z9pCQ2qosteBT6phc0S5 /EDOUUVFfVebER5ybHNMKQ== /in/edgar/work/20000829/0000066740-00-000015/0000066740-00-000015.txt : 20000922 0000066740-00-000015.hdr.sgml : 20000922 ACCESSION NUMBER: 0000066740-00-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000829 EFFECTIVENESS DATE: 20000829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINNESOTA MINING & MANUFACTURING CO CENTRAL INDEX KEY: 0000066740 STANDARD INDUSTRIAL CLASSIFICATION: [3290 ] IRS NUMBER: 410417775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44760 FILM NUMBER: 712995 BUSINESS ADDRESS: STREET 1: 3M CENTER CITY: ST PAUL STATE: MN ZIP: 55144-1000 BUSINESS PHONE: 6517331110 S-8 1 0001.txt As filed with the Securities and Exchange Commission on August 29, 2000 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 MINNESOTA MINING AND MANUFACTURING COMPANY (Exact name of Registrant as specified in its charter) Delaware 41-0417775 (State of incorporation) (I.R.S. Employer I.D. No.) 3M Center St. Paul, Minnesota 55144 (651) 733-1528 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 1997 MANAGEMENT STOCK OWNERSHIP PROGRAM of MINNESOTA MINING AND MANUFACTURING COMPANY (Full title of the plan) Roger P. Smith, Secretary Minnesota Mining and Manufacturing Company 3M Center St. Paul, Minnesota 55144 Telephone: (651) 733-1528 (Name, address, including zip code, and telephone number, including area code, of agent for service) - ----------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------- Title of Amount Proposed Proposed Amount Securities to be Maximum Maximum of to be Registered Offering Aggregate Registration Registered (1) Price/share (2) Offering Price Fee - ----------------------------------------------------------------------------- Common, 15,000,000 $95.1875 $1,427,812,500 $376,942.50 Stock, $0.01 shares par value/ share - ----------------------------------------------------------------------------- (1) Pursuant to Rule 416(a), also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions. (2) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee. The price is based upon the average of the high and low prices of the common stock on August 24, 2000, as reported on the New York Stock Exchange Composite Tape. This registration statement will become effective immediately upon filing pursuant to Rule 462 of the Securities and Exchange Commission. REGISTRATION OF ADDITIONAL SECURITIES The purpose of this Registration Statement is to register additional shares for issuance under the Registrant's 1997 Management Stock Ownership Program. In accordance with General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8, Registration No. 333-30689, are incorporated herein by reference and the information required by Part II is omitted, except for Items 3 and 5, which have been updated. PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by the Registrant are incorporated herein by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1999. (b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended March 31, 2000 and June 30, 2000. (c) The Registrant's Current Reports on Form 8-K filed on May 16, 2000 and July 27, 2000. (d) The Registrant's Current Reports on Form 8-K filed on November 20, 1996 and on July 27, 2000 pertaining to the Company's bylaws and certificate of incorporation, respectively. (e) The description of the Registrant's common stock contained in the Registrant's registration statement on Form S-3 (file number 333-42660) filed on July 31, 2000 as amended on August 18, 2000. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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 incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which is or 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 5. Interests of Named Experts and Counsel. Certain legal matters in connection with the shares of common stock to which this Registration Statement relates have been passed upon by Gregg M. Larson, our Assistant General Counsel. Mr. Larson beneficially owns, or has options to acquire, a number of shares of our common stock, which represents less than 1% of the total outstanding common stock. Item 8. Exhibits. The exhibits filed as part of this Registration Statement are listed in the Index of Exhibits. 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 St. Paul, and State of Minnesota on the 29th day of August, 2000. MINNESOTA MINING AND MANUFACTURING COMPANY By /s/ ROBERT J. BURGSTAHLER Robert J. Burgstahler, Vice President and Chief Financial Officer By /s/ ROGER P. SMITH Roger P. Smith, Attorney-in-Fact 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/ LIVIO D. DESIMONE Chairman of the Board and August 29, 2000 Chief Executive Officer - ----------------------------- Livio D. DeSimone /s/ RONALD O. BAUKOL Director August 29, 2000 - ----------------------------- Ronald O. Baukol /s/ EDWARD A. BRENNAN Director August 29, 2000 - ----------------------------- Edward A. Brennan /s/ AULANA L. PETERS Director August 29, 2000 - ----------------------------- Aulana L. Peters /s/ ROZANNE L. RIDGWAY Director August 29, 2000 - ----------------------------- Rozanne L. Ridgway /s/ FRANK SHRONTZ Director August 29, 2000 - ----------------------------- Frank Shrontz /s/ F. ALAN SMITH Director August 29, 2000 - ----------------------------- F. Alan Smith /s/ LOUIS W. SULLIVAN Director August 29, 2000 - ----------------------------- Louis W. Sullivan Roger P. Smith, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the other persons named, filed with the Securities and Exchange Commission, on behalf of such other persons, all in the capacities and on the date stated, such persons being a majority of the directors and the Principal Financial and Accounting Officer of the Company. /s/ ROGER P. SMITH Roger P. Smith, Attorney-in-Fact INDEX OF EXHIBITS Exhibit Description Number 5. Opinion of Counsel re Legality 15. Awareness Letter of PricewaterhouseCoopers L.L.P. (regarding interim financial information). 23.1 Consent of Counsel included in Exhibit 5 23.2 Consent of PricewaterhouseCoopers LLP 24. Power of attorney EX-5 2 0002.txt Exhibit 5 August 29, 2000 Minnesota Mining and Manufacturing Company 3M Center St. Paul, MN 55144 Re: Registration Statement on Form S-8 - 15,000,000 shares of Common Stock of Minnesota Mining and Manufacturing Company Offered pursuant to the 1997 Management Stock Ownership Program - ---------------------------------- Ladies and Gentlemen: I am Assistant General Counsel of Minnesota Mining and Manufacturing Company, a Delaware corporation ("3M"). In that capacity, I have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about the date hereof (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 15,000,000 additional shares of common stock, par value $0.01 per share (the "Shares") of Minnesota Mining and Manufacturing Company ("3M") that are to be issued from time to time pursuant to the 1997 Management Stock Ownership Program. I am familiar with 3M's certificate of incorporation and its Bylaws, as amended. I have also examined such other documents, corporate records and instruments, as I have deemed necessary or appropriate for the purposes of this opinion. Based on the foregoing, I am of the opinion that the shares of common stock, when issued, will be duly authorized, validly issued, fully paid and non-assessable I consent to the filing of this opinion as an exhibit to the Registration Statement Very truly yours, Gregg M. Larson Assistant General Counsel EX-15 3 0003.txt EXHIBIT 15 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our reports dated April 25, 2000 and July 26, 2000, on our reviews of interim consolidated financial information of Minnesota Mining and Manufacturing Company and Subsidiaries (the Company) for the periods ended March 31, 2000 and 1999, and June 30, 2000 and 1999 and included in the Company's Quarterly Reports Form 10-Q for the quarters ended March 31, 2000 and June 30, 2000, are incorporated by reference in the Company's Registration Statement on Form S-8 to register 15,000,000 additional shares of the Company's Common Stock for issuance under the 1997 Management Stock Ownership Program. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP St. Paul, Minnesota August 29, 2000 EX-23 4 0004.txt Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 14, 2000 relating to the financial statements, which appears in the Minnesota Mining and Manufacturing Company's Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP St. Paul, Minnesota August 29, 2000 EX-24 5 0005.txt Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, That the undersigned directors and the Principal Financial and Accounting Officer of MINNESOTA MINING AND MANUFACTURING COMPANY, a Delaware corporation, hereby constitute and appoint Livio D. DeSimone, Giulio Agostini, John J. Ursu, Roger P. Smith, Janet L. Yeomans and Gregg M. Larson, or any of them, their true and lawful attorneys-in-fact and agents, and each of them with full power to act without the others, for them and in their name, place, and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorneys and agents may deem necessary or desirable to enable MINNESOTA MINING AND MANUFACTURING COMPANY to comply with the Securities Exchange Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of not to exceed 35,000,000 shares of common stock of this Corporation which may be offered for sale under the 1997 Management Stock Ownership Program including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of MINNESOTA MINING AND MANUFACTURING COMPANY, and the names of the undersigned directors and Principal Financial and Accounting Officer to the registration statement and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have subscribed these presents this 10th day of February, 1997. SIGNATURE TITLE /s/ LIVIO D. DESIMONE Chairman Of The Board; Livio D. DeSimone Chief Executive Officer, Director /s/ GIULIO AGOSTINI Senior Vice President, Giulio Agostini Finance /s/ RONALD O. BAUKOL Director Ronald O. Baukol /s/ EDWARD A. BRENNAN Director Edward A. Brennan /s/ ALLEN F. JACOBSON Director Allen F. Jacobson /s/ W. GEORGE MEREDITH Director W. George Meredith /s/ RONALD A. MITSCH Director Ronald A. Mitsch /s/ ALLEN E. MURRAY Director Allen E. Murray /s/ AULANA L. PETERS Director Aulana L. Peters /s/ ROZANNE L. RIDGWAY Director Rozanne L. Ridgway /s/ FRANK SHRONTZ Director Frank Shrontz /s/ F. ALAN SMITH Director F. Alan Smith /s/ LOUIS W. SULLIVAN Director Louis W. Sullivan -----END PRIVACY-ENHANCED MESSAGE-----