-----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, CjMSN8PYowhyvXO1cmUG0iD/P3S8w2wDKuhxCE8Z0xT/1odsQlq5zaqlCDujTUia kPwoDqGsxvzRFt6ei8CRMw== 0000897101-02-000859.txt : 20021209 0000897101-02-000859.hdr.sgml : 20021209 20021209162753 ACCESSION NUMBER: 0000897101-02-000859 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20021209 EFFECTIVENESS DATE: 20021209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3M CO CENTRAL INDEX KEY: 0000066740 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 410417775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-101727 FILM NUMBER: 02852512 BUSINESS ADDRESS: STREET 1: 3M CENTER STREET 2: BLDG. 220-11W-02 CITY: ST PAUL STATE: MN ZIP: 55144-1000 BUSINESS PHONE: 6517332204 MAIL ADDRESS: STREET 1: 3M CENTER STREET 2: BLDG. 220-11W-02 CITY: ST. PAUL STATE: MN ZIP: 55144-1000 FORMER COMPANY: FORMER CONFORMED NAME: MINNESOTA MINING & MANUFACTURING CO DATE OF NAME CHANGE: 19920703 S-8 1 mmm025828_s-8.txt 3M COMPANY FORM S-8 As filed with the Securities and Exchange Commission on December 9, 2002 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 3M 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) 733-2204 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 1997 GENERAL EMPLOYEES STOCK PURCHASE PLAN AND 1997 MANAGEMENT STOCK OWNERSHIP PROGRAM (Full title of the plans) Gregg M. Larson Assistant General Counsel and Secretary 3M Company 3M Center St. Paul, Minnesota 55144 Telephone: (651) 733-2204 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ----------------------- --------------------- -------------------- --------------------- -------------------- Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered(1) Registered(1) Offering Aggregate Offering Registration Fee Price/Share(2) Price - ----------------------- --------------------- -------------------- --------------------- -------------------- Common Stock, $0.01 7,000,000 $125.57 $878,990,000 $80,867.08 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 solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. 1 REGISTRATION OF ADDITIONAL SECURITIES The purpose of this Registration Statement is to register additional shares for issuance under the Registrant's 1997 General Employees Stock Purchase Plan and 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. 333-30691, 333-30689 and 333-44760 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: 3M COMMISSION FILINGS (FILE NO. 1-3285) DATE/PERIOD - --------------------------------------- ----------- Description of 3M's common stock Dated July 31, 2000, as amended contained in 3M's Registration on August 18, 2000 Statement on Form S-3 Annual Report on Form 10-K Year ended December 31, 2001 Quarterly Reports on Form 10-Q Quarters ended March 31, 2002, June 30, 2002 and September 30, 2002 Current Reports on Form 8-K March 5, 2002, April 9, 2002, November 15, 2002, and December 9, 2002 In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof 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 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 for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also 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. 2 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters with respect to the validity of securities registered hereby 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. See Exhibit Index 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 December 9, 2002. 3M COMPANY By /s/ Gregg M. Larson ------------------- Name: Gregg M. Larson Title: Assistant General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1993, as amended, this registration statement has been signed by the following persons in the capacities and on the dates as indicated. Signature Title --------- ----- /s/ W. James McNerney, Jr - ------------------------------ W. James McNerney, Jr. Chairman of the Board, Chief Executive Officer and Director /s/ Patrick D. Campbell - ------------------------------ Patrick D. Campbell Senior Vice President, Chief Financial Officer (Principal Financial Officer) /s/ Ronald G. Nelson - ------------------------------ Ronald G. Nelson Vice President and Controller /s/ Linda G. Alvarado - ------------------------------ Linda G. Alvarado Director /s/ Edward A. Brennen - ------------------------------ Edward A. Brennan Director 3 /s/ Edward M. Liddy - ------------------------------ Edward M. Liddy Director /s/ Aulana L. Peters - ------------------------------ Aulana L. Peters Director /s/ Rozanne L. Ridgway - ------------------------------ Rozanne L. Ridgway Director /s/ Kevin W. Sharer - ------------------------------ Kevin W. Sharer Director /s/ Louis W. Sullivan - ------------------------------ Louis W. Sullivan Director * By: /s/ Gregg M. Larson ---------------------- Gregg M. Larson Attorney-in-fact Date: December 9, 2002 4 INDEX TO EXHIBITS - ---------------- --------------------------------------------------------------- Exhibit Number Description - ---------------- --------------------------------------------------------------- 5 Opinion of Counsel re Legality (Consent of Counsel included therein). - ---------------- --------------------------------------------------------------- 15 Awareness Letter of PricewaterhouseCoopers LLP (regarding interim financial information) - ---------------- --------------------------------------------------------------- 23 Consent of PricewaterhouseCoopers LLP (Consent of Counsel included in Exhibit 5). - ---------------- --------------------------------------------------------------- 24.1 Power of Attorney - ---------------- --------------------------------------------------------------- 24.2 Power of Attorney - ---------------- --------------------------------------------------------------- 5 EX-5 4 mmm025828_ex5.txt OPINION RE: LEGALITY EXHIBIT 5 December 9, 2002 3M Company 3M Center St. Paul, MN 55144 Ladies and Gentlemen: This will refer to the Registration Statement on Form S-8 (the "Registration Statement") that is being filed by 3M Company (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with respect to the registration of additional shares of the company's common stock (the "Shares") for issuance under the Company's 1997 General Employees Stock Purchase Plan and 1997 Management Stock Ownership Program (the "Plans"). As Assistant General Counsel of the Company, I am familiar with the Certificate of Incorporation and the By-Laws of the Company and with its affairs, including the actions taken by the Company in connection with the Plans. I also have examined such other documents and instruments and have made such further investigation as I have deemed necessary or appropriate in connection with this opinion. In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, and the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photo static copies and the authenticity of the originals of such copies. I have also assumed that all of the Shares will be issued for the consideration permitted under the Plans as currently in effect. Based upon the foregoing, I am of the opinion that: 1. The Company is duly incorporated and validly existing as a corporation under the laws of the State of Delaware. 2. All necessary corporate proceedings have been taken to authorize the issuance of the Shares being registered under the Registration Statement. 3. The Shares covered by this Registration Statement, when issued in accordance with proper corporate authorizations, will be validly issued, fully paid, and nonassessable. This opinion is limited to the Federal laws of the United States and the laws of the State of Minnesota and, with respect to paragraph 1 above, the General Corporate Laws of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the General Corporate Laws of the State of Delaware) and I am expressing no opinions as to the effect of the laws of any other jurisdiction. No one other than those to whom this letter is addressed is permitted to rely on or distribute this opinion without my prior written consent. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and further consent to the use of my name wherever appearing in the Registration Statement and any amendment thereto. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission issued there under. Very truly yours, /s/ Gregg M. Larson, Esq. Gregg M. Larson. Assistant General Counsel EX-15 5 mmm025828_ex15.txt LTR RE: UNAUDITED INTERIM FINANCIAL INFO EXHIBIT 15 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Commissioners: We are aware that our reports dated April 22, 2002, July 22, 2002, and October 21, 2002, on our reviews of interim unaudited consolidated financial information of 3M Company and Subsidiaries (the "Company") for the three-month periods ended March 31, 2002 and 2001, the three- and six-month periods ended June 30, 2002 and 2001 and the three- and nine-month periods ended September 30, 2002 and 2001, and included in the Company's Form 10-Q for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002, respectively, are incorporated by reference in the Company's Registration Statement on Form S-8, for the registration of 7,000,000 shares of the Company's common stock under the 1997 Management Stock Ownership Program and the 1997 General Employees Stock Purchase Plan. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Minneapolis, Minnesota December 9, 2002 EX-23 6 mmm025828_ex23.txt CONSENTS OF EXPERTS AND COUNSEL EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 11, 2002 relating to the financial statements, which appears in the 3M Company Annual Report on Form 10-K for the year ended December 31, 2001. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Minneapolis, Minnesota December 9, 2002 EX-24.1 7 mmm025828_ex24-1.txt POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of 3M Company, a Delaware corporation, hereby constitutes and appoints W. James McNerney, Jr., Patrick D. Campbell, Gregg M. Larson, John J. Ursu, and Janet L. Yeomans, and each of them, his or her true and lawful attorney-in-fact and agent, 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 one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the 1997 General Employee Stock Purchase Plan, in such forms as they or any one of them may approve, 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 to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have subscribed these presents this 14th day of May 2002. /s/ W. James McNerney, Jr. /s/ Patrick D. Campbell - ------------------------------------- ------------------------------------- W. James McNerney, Jr., Chairman of Patrick D. Campbell, Senior Vice the Board and Chief Executive President and Chief Financial Officer Officer (Principal Executive Officer (Principal Financial Officer) and Director) /s/ Linda G. Alvarado /s/ Ronald G. Nelson - ------------------------------------- ------------------------------------- Linda G. Alvarado, Director Ronald G. Nelson, Vice President and Controller /s/ Edward A. Brennan /s/ Rozanne L. Ridgway - ------------------------------------ ------------------------------------- Edward A. Brennan, Director Rozanne L. Ridgway, Director /s/ Edward M. Liddy /s/ Kevin W. Sharer - ------------------------------------ ------------------------------------- Edward M. Liddy, Director Kevin W. Sharer, Director /s/ Aulana L. Peters /s/ Louis W. Sullivan - ------------------------------------ ------------------------------------- Aulana L. Peters, Director Louis W. Sullivan, Director EX-24.2 8 mmm025828_ex24-2.txt POWER OF ATTORNEY EXHIBIT 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of Minnesota Mining and Manufacturing Company, a Delaware corporation, hereby constitutes and appoints W. James McNerney, Jr., Patrick D. Campbell, John J. Ursu, Janet L. Yeomans and Gregg M. Larson, and each of them, his or her true and lawful attorney-in-fact and agent, 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 one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of securities in connection with the 1997 and 2002 Management Stock Ownership Program, in such forms as they or any one of them may approve, 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 to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have subscribed these presents this 11th day of February 2002. /s/ W. James McNerney, Jr. /s/ Patrick D. Campbell - ------------------------------------- ------------------------------------- W. James McNerney, Jr., Chairman of Patrick D. Campbell, Senior Vice the Board and Chief Executive President and Chief Financial Officer Officer (Principal Executive Officer (Principal Financial Officer) and Director) /s/ Linda G. Alvarado /s/ Ronald G. Nelson - ------------------------------------- ------------------------------------- Linda G. Alvarado, Director Ronald G. Nelson, Vice President and Controller /s/ Edward A. Brennan /s/ Rozanne L. Ridgway - ------------------------------------ ------------------------------------- Edward A. Brennan, Director Rozanne L. Ridgway, Director /s/ Edward M. Liddy /s/ Kevin W. Sharer - ------------------------------------ ------------------------------------- Edward M. Liddy, Director Kevin W. Sharer, Director /s/ Aulana L. Peters /s/ Louis W. Sullivan - ------------------------------------ ------------------------------------- Aulana L. Peters, Director Louis W. Sullivan, Director -----END PRIVACY-ENHANCED MESSAGE-----