As filed with the Securities and Exchange Commission on
August 23, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
==============================
FORM S-8
Registration Statement
under
The Securities Act of 1933
==============================
Newell Co.
(Exact name of registrant as specified in its charter)
Delaware 36-3514169
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Newell Center
29 East Stephenson Street
Freeport, Illinois 61032
(Address of principal executive offices, including zip code)
THE NEWELL LONG-TERM SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
Dale L. Matschullat
Vice President-General Counsel
Newell Co.
Newell Center
29 East Stephenson Street
Freeport, Illinois 61032
(Name and address of agent for service)
(815) 235-4171
(Telephone number, including area code, of agent for service)
With a copy to:
Linda Jeffries Wight
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 258-5619
==============================
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
Title of Securities to be to be offering aggregate Amount of
Registered registered price offering price registration fee
per share
Common Stock, par value $1.00 per
share
Preferred Stock Purchase Rights 500,000(1) $25.63(1) $2,815,000(1) $4,419(1)
Interests in the Plan (2) (2) (2) (2)
(1) Based upon the number of shares that would be purchased by the
trustee of the trust established in connection with the Newell
Long-Term Savings and Investment Plan during the two-year period
beginning with the effective date of this Registration Statement,
if the estimated aggregate employee and employer contributions
during such period were invested in such Common Stock at $25.63
per share, the average of the high and low sales prices reported
on the New York Stock Exchange on August 18, 1995. (See Rules
457(c) and 457(h) of the Securities Act of 1933.)
(2) 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.
GENERAL INSTRUCTIONS
E. Registration of Additional Securities
The contents of the registration statement on Form S-8 (File No.
33-25196) filed by the registrant with the Securities and Exchange
Commission on October 31, 1988 registering its Common Stock, $1.00 par
value per share, issuable pursuant to The Newell Long-Term Savings and
Investment Plan, and the contents of Amendment No. 1 thereto, filed by
the registrant with the Securities and Exchange Commission on
November 18, 1988, registering the Preferred Stock Purchase Rights
attached to the aforementioned Common Stock, 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, and post effective
Amendment No. 1 thereto, of the registrant on Form S-8 (File No. 33-
25196) both of which are 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 on page S-4 hereof.
S-1
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 City of
Rockford, State of Illinois, on this 23rd day of August, 1995.
NEWELL CO.
By: /s/ William T. Alldredge
-----------------------------
William T. Alldredge
Vice President - Finance
Each person whose signature appears below appoints William P.
Sovey and William T. Alldredge or either of them, as such person's
true and lawful attorneys to execute in the name of each such person,
and to file, any amendments to this registration statement that either
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 the
registration of interests in the Newell Long-Term Savings and
Investment Plan and the shares of Common Stock of the Registrant that
are subject to this registration statement (and the Preferred Stock
Purchase Rights attached thereto), which amendments may make such
changes in such registration statement as either 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 either of said
attorneys shall do or cause to be done by virtue hereof.
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.
Signature Title Date
/s/ William P. Sovey Vice Chairman and Chief August 23, 1995
William P. Sovey Executive Officer (Principal
Executive Officer) and Director
/s/ William T. Alldredge Vice President - Finance August 23, 1995
William T. Alldredge (Principal Financial Officer)
/s/ Thomas A. Ferguson, Jr. President and Chief August 23, 1995
Thomas A. Ferguson, Jr. Operating Officer and Director
/s/ Donald L. Krause Senior Vice President - August 23, 1995
Donald L. Krause Controller (Principal Accounting Officer)
S-2
/s/ Daniel C. Ferguson Chairman of the Board August 23, 1995
Daniel C. Ferguson of Directors
/s/ Alton F. Doody Director August 23, 1995
Alton F. Doody
/s/ Gary H. Driggs Director August 23, 1995
Gary H. Driggs
/s/ Robert L. Katz Director August 23, 1995
Robert L. Katz
/s/ John J. McDonough Director August 23, 1995
John J. McDonough
/s/ Elizabeth Cuthbert Millet Director August 23, 1995
Elizabeth Cuthbert Millet
/s/ Allan P. Newell Director August 23, 1995
Allan P. Newell
/s/ Henry B. Pearsall Director August 23, 1995
Henry B. Pearsall
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan Sponsor 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 August 23, 1995.
THE NEWELL LONG-TERM SAVINGS
AND INVESTMENT PLAN
By: Newell Pension Committee
By:/s/ C.R. Davenport
--------------------------
C.R. Davenport, Member
S-3
INDEX TO EXHIBITS
Exhibit
Number Exhibit
5 Opinion of Schiff Hardin & Waite
23.1 Consent of Schiff Hardin &
Waite (Contained in their opinion
filed as Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Powers of attorney (set forth
on the signature page of this
registration statement)
S-4
EXHIBIT 5
August 23, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549-1004
Re: Newell Co. - Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel for Newell Co., a Delaware corporation
(the "Company"), in connection with its filing of a Registration
Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the registration of an
additional 500,000 shares of the Company's common stock, $1.00 par
value, and the related Preferred Stock Purchase Rights attached
thereto (collectively, the "Stock"), issuable pursuant to The Newell
Long-Term Savings and Investment Plan (the "Plan"), together with the
related interests in the Plan.
In this connection, we have examined such documents and have made
such factual and legal investigations as we have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, it is our opinion that those shares of
Stock covered by the Registration Statement that are issued in
accordance with the terms of the Plan will be legally issued, fully
paid and non-assessable. We draw to your attention, however, that the
Wisconsin Supreme Court has held that the provisions of a predecessor
of Section 180.0622 of the Wisconsin Business Corporation Law relating
to shareholders' liability for employee wages are applicable to
foreign corporations qualified to do business in the State of
Wisconsin, such as the Company.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Linda Jeffries Wight
===============================
Linda Jeffries Wight
LJW:ag
S-5
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our report dated January 28, 1995 included in Newell Co.'s
Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
=========================
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
August 22, 1995
S-6
