-----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, OTHk2/0WxmjHZ8p1pEAsdc3uojVJ4CFRcC3j280MpbKYhlBcEUDW/kv49CuiC6fn ujzkp+h7ZWRjdGsXCQ/ebg== 0000895813-03-000008.txt : 20030114 0000895813-03-000008.hdr.sgml : 20030114 20030110160524 ACCESSION NUMBER: 0000895813-03-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030110 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWELL RUBBERMAID INC CENTRAL INDEX KEY: 0000814453 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 363514169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09608 FILM NUMBER: 03510840 BUSINESS ADDRESS: STREET 1: 29 E STEPHENSON ST STREET 2: NEWELL CTR CITY: FREEPORT STATE: IL ZIP: 61032 BUSINESS PHONE: 8152354171 MAIL ADDRESS: STREET 1: 29 E STEPHENSON ST STREET 2: NEWELL CTR CITY: FREEPORT STATE: IL ZIP: 61032 FORMER COMPANY: FORMER CONFORMED NAME: NEW NEWELL CO DATE OF NAME CHANGE: 19870713 FORMER COMPANY: FORMER CONFORMED NAME: NEWELL CO DATE OF NAME CHANGE: 19920703 8-K 1 x0110-8k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 10, 2003 NEWELL RUBBERMAID INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-9608 36-3514169 -------- ------ ---------- (State of Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of Incorporation) 29 East Stephenson Street Freeport, Illinois 61032-0943 (Address Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (815) 235-4171 ITEM 5. OTHER EVENTS. The opinion of Schiff Hardin & Waite filed herewith is incorporated by reference into the Company's Registration Statement on Form S-3 (Nos. 333-88050). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. (99) Opinion of Schiff Hardin & Waite 2 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEWELL RUBBERMAID INC. Date: January 10, 2003 By: /s/ Dale L. Matschullat ----------------------------- Dale L. Matschullat Vice President - General Counsel 3 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION ---------- ----------- 99 Opinion of Schiff Hardin & Waite 4 EX-99 3 xexht-99.txt EXHIBIT 99 ---------- Stuart L. Goodman (312) 258-5711 Email: sgoodman@schiffhardin.com January 10, 2003 Newell Rubbermaid Inc. 29 East Stephenson Street Freeport, Illinois 61032 Ladies and Gentlemen: We have acted as counsel to Newell Rubbermaid Inc., a Delaware corporation (the "Company"), in connection with a Registration Statement on Form S-3 (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission on May 10, 2002 under the Securities Act of 1933, as amended (the "Securities Act"), registering securities of the Company, including the Company's common stock, par value $1.00 per share (the "Common Stock"). We have also acted as counsel to the Company in connection with the issuance and sale of 6,670,000 shares (the "Shares") of Common Stock in an underwritten public offering pursuant to an Underwriting Agreement dated as of January 6, 2003 between the Company and the underwriters named therein (the "Underwriting Agreement"). This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In connection with our opinion, we have examined the Registration Statement, including the exhibits thereto, and such other documents, corporate records, and instruments and have examined such laws and regulations as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that the Shares, when issued and sold in accordance with the Underwriting Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The foregoing opinion is limited to the laws of the State of Illinois, the General Corporation Law of Delaware, and the federal laws of the United States of America, and we express no opinion as to the laws of any other jurisdiction. Newell Rubbermaid Inc. January 10, 2003 Page 2 The opinions expressed in this opinion letter are as of the date of this opinion letter only and as to the laws covered hereby only as they are in effect on that date. The opinions herein are limited to the matters expressly set forth in this opinion letter, and no opinion is given or may be inferred beyond the matters expressly set forth in this opinion letter. We hereby consent to the filing of this opinion as Exhibit 99 to the Company's Current Report on Form 8-K and to the reference to us under the caption "Legal Matters" in the Prospectus contained in the Registration Statement. Very truly yours, SCHIFF HARDIN & WAITE By: /s/ Stuart L. Goodman --------------------------- Stuart L. Goodman -----END PRIVACY-ENHANCED MESSAGE-----