As filed with the Securities and Exchange Commission on March 21, 1997
Registration No. 33-
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
McCORMICK & COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 52-0408290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18 Loveton Circle
Sparks, Maryland 21152
(Address of Principal Executive Offices) (Zip Code)
1997 EMPLOYEES STOCK PURCHASE PLAN
NON-QUALIFIED STOCK OPTIONS
1997 STOCK OPTION PLAN
1994 McCORMICK (U.K.) SHARE OPTION SCHEME
(Full title of plans)
Robert W. Skelton
Vice President and General Counsel
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152
410-771-7563
(Name, address and telephone number of agent for service)
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregat Registration
to be Registered Registered* Per Share * Offering Price Fee
Common Stock 4,076,500 shs.
(no par value)
Common Stock
Non-Voting 2,220,500 shs. $23.375 $147,192,370 $44,603.75
(no par value)
*Represents the aggregate number of shares available at March
19, 1997 for issuance under the Plan with the estimated offering
price and registration fee, calculated in accordance with Rule
457 (c) and (h), based upon the average of the high and low
prices of the common stock of the Registrant on March 17, 1997
($23.375 per share). 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 1997 Employees Stock Purchase Plan
described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the registration statement in
accordance with Rule 428 under the Securities Act of 1933 and
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents or designated portions thereof are incorporated
herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1996, and all other reports filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 since November 30, 1996;
(ii) The Company's Proxy Statement dated February 19, 1997;
(iii) The Company's Form 10 Registration Statement dated April
29, 1965 (Registration Statement File Number 0-748) registering
stock pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended by Form 8 filed on August 16, 1988 with the
Commission, which describes the Company's Securities; and
(iv) All documents filed by the Company or the 1997 Employees
Stock Purchase Plan or 1997 Stock Option Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 subsequent to the filing of this Registration
Statement, and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
prior statement. The documents required to be so modified or
superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
The legal validity of the issuance of the shares of Common
Stock and Common Stock Non-Voting offered by the Prospectus has
been passed upon by Robert W. Skelton, Vice President and
General Counsel of the Company. As of December 31, 1996, the
record date for the 1997 Annual Meeting of Stockholders, Mr.
Skelton owned 32,308 shares of the Company's Common Stock and
17,510 shares of Common Stock Non-Voting, which includes shares
of Common Stock and Common Stock Non-Voting beneficially owned
by Mr. Skelton alone or jointly with his spouse and children who
have the same home as Mr. Skelton. It also includes shares
which could be acquired within 60 days of December 31, 1996
pursuant to the exercise of stock options, and shares
beneficially owned by virtue of his participation in the
McCormick Profit Sharing Plan and PAYSOP. Ernst & Young,
independent auditors, have no reportable interest in the
Company.
Item 6. Indemnification of Directors and Officers
Under the Company's By-Laws and the Maryland General
Corporation Law, the directors and officers of the Corporation
may be entitled to indemnification in respect of threatened,
pending or completed actions, suits or proceedings, whether
civil, criminal, administrative or investigative ("proceedings")
to which they are made a party by reason of their position as a
director or officer of the Company. In the case of conduct in
their official capacity with the Company, directors and officers
will be entitled to indemnification so long as they acted in
good faith and in a manner which they reasonably believed was in
the best interests of the Company, and in all other cases they
will be entitled to indemnification so long as they acted in
good faith and in a manner that was at least not opposed to the
best interests of the Company. In the case of criminal
proceedings, the director or the officer also must have had no
reasonable cause to believe that the conduct was unlawful.
If the director or officer is successful on the merits or
otherwise in the defense of any proceeding, the director or
officer will be entitled to indemnification against reasonable
expenses incurred in connection with the proceedings regardless
of whether the foregoing standards are met. In addition, a
court of competent jurisdiction may order indemnification if it
determines that the director or officer has met the foregoing
standards, or even if not, if it determines that the director or
officer is entitled to indemnification in view of all the
relevant circumstances.
Any indemnification required or permitted by the Company's
By-Laws and the Maryland General Corporation Law may be against
judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the director or officer in connection with
the proceeding. However, if the proceeding is by or in the
right of the Company, indemnification may be made only against
expenses and may not be made in respect of any proceeding in
which the director or officer is adjudged to be liable to the
Company.
Under the Company's Charter, the monetary liability of
directors and officers to the Company or its stockholders is
eliminated except for, and to the extent of, actual receipt of
an improper benefit in money, property or services, or in
respect of an adjudication based upon a finding of active and
deliberate dishonesty material to the cause of action
adjudicated.
The Company also maintains for the benefit of its directors and
officers insurance covering certain liabilities asserted against
or incurred by such persons in their capacity as, or as a result
of their position of, director or officer of the Company. This
insurance may afford protection for liabilities not subject to
indemnification under the Company's By-Laws and the Maryland
General Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, 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 County of Baltimore, and the State of
Maryland, on the 21st day of March, 1995.
McCORMICK & COMPANY, INCORPORATED
By: /s/ ROBERT J. LAWLESS
Robert J. Lawless
President & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicted.
Principal Executive Officer:
/s/ROBERT J. LAWLESS President & March 21, 1997
Robert J. Lawless Chief Executive Officer
Principal Financial Officer:
/s/ROBERT G. DAVEY Executive Vice President & March 21, 1997
Robert G. Davey Chief Financial Officer
Principal Accounting Officer:
/s/J. ALLAN ANDERSON Vice President & March 21, 1997
J. Allan Anderson Controller
A majority of the Board of Directors:
JAMES J. ALBRECHT, JAMES S. COOK, ROBERT G. DAVEY, FREEMAN A.
HRABOWKSI, III, ROBERT J. LAWLESS, CHARLES P. McCORMICK, JR.,
GEORGE V. McGOWAN, CARROLL D. NORDHOFF, ROBERT W. SCHROEDER,
RICHARD W. SINGLE, SR., WILLIAM E. STEVENS, AND KAREN D.
WEATHERHOLTZ.
By: /s/RICHARD W. SINGLE, SR. Attorney-in-fact March 21, 1997
Richard W. Single, Sr.
The 1997 Employees Stock Purchase Plan. Pursuant to the
requirements of the Securities Act of 1933, the 1997 Employees
Stock Purchase Plan has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Baltimore, and the State of
Maryland, on the 21st day of March, 1997.
1997 EMPLOYEES STOCK PURCHASE PLAN
By: Compensation Committee of the Board of Directors
By: /s/Richard W. Single, Sr.
Richard W. Single, Sr.
Attorney-in-Fact
The 1997 Stock Option Plan. Pursuant to the requirements of the
Securities Act of 1933, the 1997 Stock Option Plan has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the County of
Baltimore, and the State of Maryland, on the 21st day of March,
1997.
1997 STOCK OPTION PLAN
By: Board of Directors
By: /s/Richard W. Single, Sr.
Richard W. Single, Sr.
Attorney-in-Fact
The 1994 McCormick (U.K.) Share Option Plan. Pursuant to the
requirements of the Securities Act of 1933, the 1994 McCormick
(U.K.) Share Option Scheme has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Baltimore, and the
State of Maryland, on the 21st day of March 1997.
1994 McCORMICK (U.K.) SHARE OPTION SCHEME
By: Board of Directors
By:/s/Richard W. Single, Sr.
Richard W. Single, Sr.
Attorney-in-Fact
CONSENT OF COUNSEL
The consent of Robert W. Skelton, is included in his opinion
filed as Exhibit 5 to the Registration Statement.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement dated March 21, 1997 (Form S-8) of McCormick & Company,
Incorporated and subsidiaries pertaining to the 1997 Employee Stock
Purchase Plan of our report dated January 16, 1997, with respect
to the consolidated financial statements of McCormick & Company,
Incorporated and subsidiaries, incorporated by reference in its
Annual Report (Form 10-K) for the year ended November 30, 1996,
and the related financial statement schedules included therein, filed
with the Securities and Exchange Commission.
Baltimore, Maryland ERNST & YOUNG LLP
March 21, 1997
Exhibit Index
Exhibit References
(4) Instruments defining the rights of
security holders, including indenture With respect to the
rights of holders of equity
securities: Restatement of
Charter of McCormick &
Company, Incorporated dated
April 16, 1990, (See Exhibit
#4, Registration Statement on
Form S-8, Registration No.
33-39582 filed March 25,
1991), as amended by the
Articles of Amendment dated
April 1, 1992 (See Exhibit #4,
Registration Statement on Form
S-8, Registration No.33-59842
filed March 19, 1993). No
instrument of Registrant with
respect to long-term debt
involves an amount of
authorized securities which
exceeds 10 percent of the
total assets of the Registrant
and its subsidiaries on a
consolidated basis. Registrant
agrees to furnish a copy of
any such instrument upon
request of the Commission.
(5) Opinion re legality Opinion of Robert W. Skelton,
Attached.
(15) Letter re unaudited, interim
financial information Not applicable.
(23) Consents of experts and counsel See "Consent of
Independent Auditors" and
Exhibit #5.
(24) Power of attorney Attached.
March 21, 1997
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152
RE: Registration Statement on Form S-8
I am Vice President and General Counsel for McCormick &
Company, Incorporated (the "Company"). I have reviewed and am
familiar with the 1997 Employees Stock Purchase Plan, the 1997
Stock Option Plan, the 1994 McCormick (U.K.) Share Option Scheme
(the "Plans"), the non-qualified stock options proposed to be
granted by the Company on March 19, 1997 and described in the
Form S-8 Registration Statement and Prospectus ("Non-Qualified
Stock Options"), the Stock Option Forms evidencing the option
grants to Charles P. McCormick, Jr. and John G. McCormick (the
"Stock Option Forms") the Charter and By-Laws of the Company,
the corporate proceedings relating to the adoption of the Plans
and the granting of options thereunder, and the Registration
Statement on Form S-8 being filed with the Securities and
Exchange Commission under the Securities Act of 1933 in the
matter of the offering of shares of Common Stock and Common
Stock Non-Voting under the Plans and offered pursuant to the
Non-Qualified Stock Options.
I have assumed for purpose of this opinion that all of the
shares issued or to be issued pursuant to the Plans, the
Non-Qualified Stock Options or the Stock Option Forms have been
or will be newly issued shares. In my opinion, the shares
offered and sold pursuant to the Plans, the Non-Qualified Stock
Options, and the Stock Option Forms upon issuance and delivery
by the Company upon exercise of options granted pursuant to the
Plans, the Non-Qualified Stock Options and the Stock Option
Forms and receipt by the Company of the subscription prices as
therein provided, will be legally and validly authorized and
issued and will be fully paid and non-assessable in the hands of
the holders thereof.
I hereby consent to the filing of this opinion as an exhibit to
the above-mentioned Registration Statement.
Very truly yours,
/s/Robert W. Skelton
Robert W. Skelton
Exhibit 24
McCORMICK & COMPANY, INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers
and directors of McCORMICK & COMPANY, INCORPORATED, a Maryland
corporation, hereby constitute and appoint CHARLES P. McCORMICK,
JR., ROBERT J. LAWLESS and RICHARD W. SINGLE, SR., and each of
them, the true and lawful agents and attorneys-in-fact of the
undersigned with full power and authority in said agents and
attorneys-in-fact, and in any one or more of them, to sign for
the undersigned, and in their respective names as officers and
directors of the Company, a registration statement of the
Company on Form S-8 to be filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933,
as amended, and to any amendment or amendments to such
registration statement, in the matter of shares offered under
the 1997 Employees Stock Purchase Plan, 1997 Stock Option Plan,
the 1994 McCormick (U.K.) Share Option Scheme and non-qualified
options offered by the Company, hereby ratifying and confirming
all acts taken by such agents and attorneys-in-fact, or any one
or more of them, as herein authorized.
Dated:
March 21, 1997 /s/ Robert J. Lawless
Robert J. Lawless
President, Chief Executive Officer &
Chief Operating Officer
(Principal Executive Officer &
Director)
March 21, 1997 /s/ Robert G. Davey
Robert G. Davey
Executive Vice President & Chief
Financial Officer
(Principal Financial Officer &
Director)
March 21, 1997 /s/ J. Allan Anderson
J. Allan Anderson
Vice President & Controller
(Principal Accounting Officer)
March 21, 1997 /s/ James J. Albrecht
James J. Albrecht, Director
March 21, 1997 /s/ James S. Cook, Director
James S. Cook, Director
March 21, 1997 /s/ Freeman A. Hrabowski, III, Director
Freeman A. Hrabowski, III, Director
March 21, 1997 /s/ Charles P. McCormick, Jr.
Charles P. McCormick, Jr.
Chairman of the Board, Director
March 21, 1997 /s/ George V. McGowan
George V. McGowan, Director
March 21, 1997 /s/ Carroll D. Nordhoff
Carroll D. Nordhoff, Director
March 21, 1997 /s/ Robert W. Schroeder
Robert. W. Schroeder, Director
March 21, 1997 /s/ Richard W. Single, Sr.
Richard W. Single, Sr., Director
March 21, 1997 /s/ William E. Stevens
William E. Stevens, Director
March 21, 1997 /s/ Karen D. Weatherholtz
Karen D. Weatherholtz, Director
2146.sam
