-----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, AkyFGmWXOwMtjVIH4+ZZu0mS88hojsaIW4jov9Hd3TNTFYGnG/XiQjBQ2AQgmso0 g36jN7q1Jssygw0ZNxgsBw== 0000895813-03-000118.txt : 20030512 0000895813-03-000118.hdr.sgml : 20030512 20030512172127 ACCESSION NUMBER: 0000895813-03-000118 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030512 EFFECTIVENESS DATE: 20030512 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105178 FILM NUMBER: 03693512 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: NEWELL CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NEW NEWELL CO DATE OF NAME CHANGE: 19870713 S-8 1 x512s8s.txt As filed with the Securities and Exchange Commission on May 12, 2003 Registration No. 333- ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM S-8 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 29 EAST STEPHENSON STREET FREEPORT, ILLINOIS 61032 (Address of principal executive offices, including zip code) NEWELL RUBBERMAID INC. 401(k) SAVINGS PLAN (f/k/a NEWELL LONG-TERM SAVINGS AND INVESTMENT PLAN) (Full title of the plan) DALE L. MATSCHULLAT VICE PRESIDENT-GENERAL COUNSEL 6833 STALTER DRIVE, SUITE 101 ROCKFORD, ILLINOIS 61108 (Name and address of agent for service) (815) 381-8114 (Telephone number, including area code, of agent for service) WITH A COPY TO: LAURALYN G. BENGEL SCHIFF HARDIN & WAITE 6600 SEARS TOWER CHICAGO, ILLINOIS 60606 (312) 258-5500 -------------------------------
CALCULATION OF REGISTRATION FEE AMOUNT PROPOSED PROPOSED TITLE OF SECURITIES TO BE TO BE MAXIMUM MAXIMUM AMOUNT OF REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE PER SHARE OFFERING PRICE Common Stock, par value $1.00 per share (including Common Stock 8,000,000(1) $29.085(2) $232,680,000(2) $18,823.82(2) Purchase Rights) Interests in the Plan (3) (3) (3) (3)
(1) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Estimated on the basis of $29.085 per share, the average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange on May 6, 2003. (See Rules 457(c) and 457(h) of the Securities Act of 1933.) (3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein for which no separate fee is required. 2 GENERAL INSTRUCTIONS E. REGISTRATION OF ADDITIONAL SECURITIES. The contents of the Registration Statement on Form S-8 (File No. 333-74925) filed by the Registrant with the Securities and Exchange Commission on March 24, 1999 registering its Common Stock issuable pursuant to the Rubbermaid Retirement Plan for Collectively Bargained Associates are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT All information required in this Registration Statement not included in the exhibits attached hereto or set forth on the signature page is set forth in the Registration Statement of the Registrant on Form S-8 (File No. 333-74925), which is incorporated herein by reference. ITEM 8. EXHIBITS. The Exhibits filed herewith are set forth on the Exhibit Index filed as part of this Registration Statement. 3 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Rockford, State of Illinois, on the 7th day of May, 2003. NEWELL RUBBERMAID INC. (Registrant) By: /s/ William T. Alldredge ----------------------------------- William T. Alldredge President - Corporate Development and Chief Financial Officer Each person whose signature appears below appoints Joseph Galli, Jr., William T. Alldredge or Dale L. Matschullat or any one of them, as such person's true and lawful attorneys to execute in the name of each such person, and to file, any pre-effective or post-effective amendments to this Registration Statement that any of such attorneys shall deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission with respect thereto, in connection with this Registration Statement, which amendments may make such changes in such Registration Statement as any of the above-named attorneys deems appropriate, and to comply with the undertakings of the Registrant made in connection with this Registration Statement; and each of the undersigned hereby ratifies all that any of said attorneys shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Joseph Galli, Jr. President, Chief Executive Officer May 7, 2003 ------------------------------- (Principal Executive Officer) and Joseph Galli, Jr. Director 4 SIGNATURE TITLE DATE --------- ----- ---- /s/ J. Patrick Robinson Vice President - Corporate Controller May 7, 2003 ------------------------------- and Chief Accounting Officer (Principal J. Patrick Robinson Accounting Officer) /s/ William T. Alldredge President - Corporate Development and May 7, 2003 ------------------------------- Chief Financial Officer (Principal William T. Alldredge Financial Officer) /s/ Thomas E. Clarke Director February 10, 2003 ------------------------------- Thomas E. Clarke /s/ Scott S. Cowen Director February 10, 2003 ------------------------------- Scott S. Cowen /s/ Alton F. Doody Director February 10, 2003 ------------------------------- Alton F. Doody /s/ William D. Marohn Director February 10, 2003 ------------------------------- William D. Marohn /s/ Elizabeth Cuthbert Millett Director February 10, 2003 ------------------------------- Elizabeth Cuthbert Millett /s/ Cynthia A. Montgomery Director February 10, 2003 ------------------------------- Cynthia A. Montgomery /s/ Allan P. Newell Director February 10, 2003 ------------------------------- Allan P. Newell /s/ William P. Sovey Chairman of the Board and Director February 10, 2003 ------------------------------- William P. Sovey /s/ Gordon R. Sullivan Director February 10, 2003 ------------------------------- Gordon R. Sullivan /s/ Raymond G. Viault Director February 10, 2003 ------------------------------- Raymond G. Viault
5 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator 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 May 9, 2003. NEWELL RUBBERMAID INC. 401(k) SAVINGS PLAN By: /s/ Thomas J. Nohl ---------------------------------- Thomas J. Nohl Benefit Plans Committee 6 INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT ------- ------- 4 Rights Agreement, dated as of August 6, 1998, between Newell and First Chicago Trust Company of New York (incorporated by reference to Exhibit I to Newell's Registration Statement on Form 8-A12B (Reg. No. 1-09608), filed with the Commission on August 28, 1998). 23.1 Consent of Ernst & Young LLP. 23.2 Information Regarding Consent of Arthur Andersen LLP. 24 Power of Attorney (set forth on the signature page). 7 EX-23 3 s512e23.txt EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 8,000,000 shares of common stock for the Newell Rubbermaid Inc. 401(k) Savings Plan of our report dated January 27, 2003, with respect to the 2002 consolidated financial statements and schedule of Newell Rubbermaid Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Chicago, Illinois May 12, 2003 EX-23 4 s512e232.txt EXHIBIT 23.2 INFORMATION REGARDING CONSENT OF ARTHUR ANDERSEN LLP The Registrant's consolidated financial statements and schedules as of December 31, 2001 and 2000 and for each of the two years in the period ended December 31, 2002 incorporated by reference in this Registration Statement have been audited by Arthur Andersen LLP, independent auditors, as stated in their reports with respect thereto. After such reasonable efforts, the Registrant has been unable to obtain Arthur Andersen LLP's written consent to the incorporation by reference of such financial statements. Accordingly, the Registrant has omitted such consent in reliance upon Rule 437a under the Securities Act of 1933. Because Arthur Andersen LLP has not consented to the incorporation by reference of the financial statements, Plan participants may not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act of 1933 for any untrue statements of a material fact contained in such financial statements or any omissions to state a material fact required to be stated therein. Events arising out of the conviction of Arthur Andersen LLP of one count of obstruction of justice arising from the government's investigation of Enron Corporation, as well as the volume of civil lawsuits filed against it, have adversely affected the ability of Arthur Andersen to satisfy claims, if any, arising from its provision of auditing services to the Registrant, including claims that may arise out of Arthur Andersen's audit of the Registrant's consolidated financial statements, which are incorporated by reference in this Registration Statement. -----END PRIVACY-ENHANCED MESSAGE-----