S-3 1 x0311-s3.txt (As filed with the Securities and Exchange Commission on March 11, 2002 Registration No. 333- ) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- NEWELL RUBBERMAID INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3514169 (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) Newell Center Dale L. Matschullat 29 East Stephenson Street Vice President - General Counsel Freeport, Illinois 61032-0943 6833 Stalter Drive, Suite 101 (815) 235-4171 Rockford, Illinois 61108 (Address, including zip code, (815) 381-8114 and telephone number, including (Name, address, including zip area code, of registrant's code, and telephone number, principal executive offices) including area code, of agent for service) ------------------ Please send copies of all communications to: Andrew A. Kling David McCarthy Schiff Hardin & Waite 6600 Sears Tower Chicago, Illinois 60606 (312) 258-5500 -------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [X] No. 333-82829 If this Form is a post effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE Title of each class Amount to be Proposed maximum Proposed maximum Amount of of securities to be registered offering price per aggregate offering registration fee registered unit (1) price (1) Debt Securities $50,500,000 100% $50,500,000 $4,646
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). EXPLANATORY STATEMENT This Registration Statement on Form S-3 relates to the registration of additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registrant's Registration Statement on Form S-3 (Registration No. 333- 82829) are incorporated by reference into this Registration Statement. Part II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits Exhibit No. Exhibit ------- ------- 5.1 Opinion of Schiff Hardin & Waite 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Schiff Hardin & Waite (contained in their opinion filed as Exhibit 5.1) 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Freeport, State of Illinois, on March 11, 2002. NEWELL RUBBERMAID INC. By: /s/ C.R. Davenport ------------------ Name: C.R. Davenport Title: Vice President - Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ William P. Sovey Chairman of the Board and Director March 11, 2002 ------------------------------------ William P. Sovey /s/ Joseph Galli, Jr. President, Chief Executive Officer March 11, 2002 ------------------------------------ and Director Joseph Galli, Jr. /s/ J. Patrick Robinson Vice President - Corporate Controller March 11, 2002 ------------------------------------ and Chief Accounting Officer J. Patrick Robinson /s/ William T. Alldredge President - Corporate Development March 11, 2002 ------------------------------------ and Chief Financial Officer William T. Alldredge /s/ Scott S. Cowen Director March 11, 2002 ------------------------------------ Scott S. Cowen /s/ Alton F. Doody Director March 11, 2002 ------------------------------------ Alton F. Doody /s/ Daniel C. Ferguson Director March 11, 2002 ------------------------------------ Daniel C. Ferguson ------------------------------------ Director Robert L. Katz /s/ William D. Marohn Director March 11, 2002 ------------------------------------ William D. Marohn /s/ Elizabeth Cuthbert Millett Director March 11, 2002 ------------------------------------ Elizabeth Cuthbert Millett /s/ Cynthia A. Montgomery Director March 11, 2002 ------------------------------------ Cynthia A. Montgomery /s/ Allan P. Newell Director March 11, 2002 ------------------------------------ Allan P. Newell /s/ Gordon R. Sullivan Director March 11, 2002 ------------------------------------ Gordon R. Sullivan