-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oGsCtyKMmF75cCFjTtlVthCChsUDDVSCgab6tvjeHULhOxHqBWMLVAoDiapanL/Z 44aUHq6Uxu4Zy8XVkLyEjw== 0000950152-95-001939.txt : 19950901 0000950152-95-001939.hdr.sgml : 19950901 ACCESSION NUMBER: 0000950152-95-001939 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950830 EFFECTIVENESS DATE: 19950918 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHERWIN WILLIAMS CO CENTRAL INDEX KEY: 0000089800 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 340526850 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62229 FILM NUMBER: 95568978 BUSINESS ADDRESS: STREET 1: 101 PROSPECT AVE NW CITY: CLEVELAND STATE: OH ZIP: 44115 BUSINESS PHONE: 2165662200 S-8 1 SHERWIN-WILLIAMS S-8 1 As filed with the Securities and Exchange Commission on August 30, 1995 Registration No. ______________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE SHERWIN-WILLIAMS COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Ohio 34-0526850 - --------------------------------- ------------------------------------ (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.) OF INCORPORATION OR ORGANIZATION) 101 Prospect Avenue, N.W., Cleveland, Ohio 44115 - ---------------------------------------------- -------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) THE SHERWIN-WILLIAMS COMPANY EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN ---------------------------------------- (FULL TITLE OF THE PLAN) L.E. STELLATO Vice President, General Counsel and Secretary THE SHERWIN-WILLIAMS COMPANY 101 Prospect Avenue, N.W. Cleveland, Ohio 44115 (216) 566-2000 (NAME AND 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 Registered (1,2) Offering Price per Aggregate Offering Registration Fee Share(3) Price(3) Common Stock Par Value $1.00 6,000,000 $34.9375 $209,625,000 $72,284.48 1 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 employee benefit plan described herein.
2 2 In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares as may be issuable as a result of the anti-dilution provisions of the employee benefit plan described herein. 3 In accordance with Rule 457 under the Securities Act of 1933, this figure is based on the average of the high and low prices of the Common Stock reported on the New York Stock Exchange on August 24, 1995 and is used solely for the purpose of determining the Registration Fee. 3 REGISTRATION OF ADDITIONAL SHARES Pursuant to Instruction E of Form S-8, this Registration Statement registers an additional 6,000,000 shares of the Registrant's Common Stock, par value $1.00, to be available for purchase under The Sherwin-Williams Company Employee Stock Purchase and Savings Plan ("Plan"). The Registrant previously registered shares of its Common Stock for purchase under the Plan on Post-Effective Amendment Number 5 to Registration Statement Number 2-80510, filed on Form S-8. The contents of such Registration Statement, including all exhibits thereto, are incorporated by reference in this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. See the Exhibit Index at page 6 of this Registration Statement. 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 CLEVELAND, AND STATE OF OHIO, ON THE 30TH DAY OF AUGUST, 1995 THE SHERWIN-WILLIAMS COMPANY By: /s/ L.E. Stellato ------------------------------ L.E. Stellato, Secretary PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED: OFFICERS AND DIRECTORS OF THE SHERWIN-WILLIAMS COMPANY: *J.G. BREEN Chairman of the Board and Chief ---------- Executive Officer, Director J.G. BREEN (Principal Executive Officer) 3 4 *T.A. COMMES President and Chief Operating - ------------------ Officer, Director T.A. COMMES *L.J. PITORAK Senior Vice President-Finance, - ------------------ Treasurer and Chief Financial L.J. PITORAK Officer (Principal Financial Officer) *J.L. AULT Vice President-Corporate - ------------------ Controller (Principal J.L. AULT Accounting Officer) *L. CARTER Director - ------------------ L. CARTER *D.E. EVANS Director - ------------------ D.E. EVANS *R.W. MAHONEY Director - ------------------ R.W. MAHONEY *W.G. MITCHELL Director - ------------------ W.G. MITCHELL *A.M. MIXON, III Director - ------------------ A.M. MIXON, III *H.O. PETRAUSKAS Director - ------------------ H.O. PETRAUSKAS *R.K. SMUCKER Director - ------------------ R.K. SMUCKER *The undersigned, by signing his name hereto, does sign and execute this Registration Statement on behalf of the designated Officers and Directors of The Sherwin-Williams Company pursuant to Powers of Attorney executed on behalf of each of such Officers and Directors which are filed as an Exhibit hereto. By: /s/ L.E. Stellato August 30, 1995 ---------------------------------- L.E. Stellato, Attorney-in-fact 4 5 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE SHERWIN-WILLIAMS COMPANY EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CLEVELAND, AND STATE OF OHIO, ON THE 30TH DAY OF AUGUST, 1995 THE SHERWIN-WILLIAMS COMPANY EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN BY THE SHERWIN-WILLIAMS COMPANY EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN ADMINISTRATION COMMITTEE AS NAMED FIDUCIARY AND NOT IN ITS INDIVIDUAL CAPACITY By: /s/ L.E. Stellato ------------------------------- L.E. Stellato, Member of The Sherwin-Williams Company Employee Stock Purchase and Savings Plan Administration Committee 5 6 EXHIBIT INDEX ------------- EXHIBIT NO. EXHIBIT DESCRIPTION - ----------- ------------------- 23 Consent of Ernst & Young LLP, Independent Auditors (filed herewith). 24 Powers of Attorney (filed herewith). 6 EX-23 2 EXHIBIT 23 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" incorporated by reference in the Registration Statement (Form S-8) pertaining to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan and to the incorporation by reference therein of our reports (a) dated January 19, 1995, with respect to the consolidated financial statements and schedules of The Sherwin-Williams Company included in its Annual Report (Form 10-K) and (b) dated June 23, 1995 with respect to the financial statements of The Sherwin-Williams Company Employee Stock Purchase and Savings Plan included in the Plan's Annual Report (Form 11-K), both for the year ended December 31, 1994, filed with the Securities and Exchange Commission. Cleveland, Ohio August 29, 1995 ERNST & YOUNG LLP /s/ Ernst & Young LLP EX-24 3 EXHIBIT 24 1 EXHIBIT 24 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Officer and Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Form S-8 for the purpose of filing a Registration Statement for its Common Stock, par value $1.00 per share, to be available for purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby constitutes and appoints T.A. Commes, L.J. Pitorak or L.E. Stellato, or any of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacities indicated below, said proposed Registration Statement and any and all amendments, supplements, and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission or any national securities exchange pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed the date set opposite my name. Date: August 29, 1995 /s/ J.G. Breen ------------------------- J.G. BREEN Chairman of the Board and Chief Executive Officer, Director 2 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Officer and Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Form S-8 for the purpose of filing a Registration Statement for its Common Stock, par value $1.00 per share, to be available for purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, L.J. Pitorak or L.E. Stellato, or any of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacities indicated below, said proposed Registration Statement and any and all amendments, supplements, and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission or any national securities exchange pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed the date set opposite my name. Date: August 28, 1995 /s/ T.A. Commes -------------------------- T.A. COMMES President and Chief Operating Officer, Director 3 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Officer of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Form S-8 for the purpose of filing a Registration Statement for its Common Stock, par value $1.00 per share, to be available for purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes or L.E. Stellato, or any of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacities indicated below, said proposed Registration Statement and any and all amendments, supplements, and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission or any national securities exchange pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed the date set opposite my name. Date: August 28, 1995 /s/ L.J. Pitorak ----------------------------- L.J. PITORAK Senior Vice President-Finance, Treasurer and Chief Financial Officer 4 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Officer of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Form S-8 for the purpose of filing a Registration Statement for its Common Stock, par value $1.00 per share, to be available for purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or any of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacities indicated below, said proposed Registration Statement and any and all amendments, supplements, and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission or any national securities exchange pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed the date set opposite my name. Date: August 28, 1995 /s/ J.L. Ault --------------------------- J.L. AULT Vice President - Corporate Controller 5 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Form S-8 for the purpose of filing a Registration Statement for its Common Stock, par value $1.00 per share, to be available for purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or any of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacities indicated below, said proposed Registration Statement and any and all amendments, supplements, and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission or any national securities exchange pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed the date set opposite my name. Date: August 28, 1995 /s/ L. Carter ----------------------------- L. CARTER Director 6 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Form S-8 for the purpose of filing a Registration Statement for its Common Stock, par value $1.00 per share, to be available for purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or any of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacities indicated below, said proposed Registration Statement and any and all amendments, supplements, and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission or any national securities exchange pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed the date set opposite my name. Date: August 27, 1995 /s/ D.E. Evans ----------------------------- D.E. EVANS Director 7 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Form S-8 for the purpose of filing a Registration Statement for its Common Stock, par value $1.00 per share, to be available for purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or any of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacities indicated below, said proposed Registration Statement and any and all amendments, supplements, and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission or any national securities exchange pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed the date set opposite my name. Date: August 25, 1995 /s/ R.W. Mahoney ---------------------------- R.W. MAHONEY Director 8 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Form S-8 for the purpose of filing a Registration Statement for its Common Stock, par value $1.00 per share, to be available for purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or any of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacities indicated below, said proposed Registration Statement and any and all amendments, supplements, and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission or any national securities exchange pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed the date set opposite my name. Date: August 28, 1995 /s/ W.G. Mitchell ---------------------------- W.G. MITCHELL Director 9 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Form S-8 for the purpose of filing a Registration Statement for its Common Stock, par value $1.00 per share, to be available for purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or any of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacities indicated below, said proposed Registration Statement and any and all amendments, supplements, and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission or any national securities exchange pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed the date set opposite my name. Date: August 29, 1995 /s/ A.M. Mixon ----------------------------- A.M. MIXON,III Director 10 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Form S-8 for the purpose of filing a Registration Statement for its Common Stock, par value $1.00 per share, to be available for purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or any of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacities indicated below, said proposed Registration Statement and any and all amendments, supplements, and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission or any national securities exchange pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed the date set opposite my name. Date: August 25, 1995 /s/ H.O. Petrauskas ---------------------------- H.O. PETRAUSKAS Director 11 POWER OF ATTORNEY THE SHERWIN-WILLIAMS COMPANY ---------------------------- The undersigned Director of The Sherwin-Williams Company, an Ohio corporation, which corporation anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and any rules and regulations of the Securities and Exchange Commission, a Form S-8 for the purpose of filing a Registration Statement for its Common Stock, par value $1.00 per share, to be available for purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J. Pitorak or L.E. Stellato, or any of them, with full power of substitution and resubstitution, as attorneys or attorney to sign for me and in my name, in the capacities indicated below, said proposed Registration Statement and any and all amendments, supplements, and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission or any national securities exchange pertaining thereto, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed the date set opposite my name. Date: August 28, 1995 /s/ R.K. Smucker ----------------------------- R.K. SMUCKER Director -----END PRIVACY-ENHANCED MESSAGE-----