As filed with the Securities and Exchange Commission on March 24, 1999
Registration No. 333-
======================================================================
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)
RUBBERMAID RETIREMENT PLAN
RUBBERMAID RETIREMENT PLAN FOR COLLECTIVELY BARGAINED ASSOCIATES
(Full title of the plans)
Dale L. Matschullat
Vice President-General Counsel
6833 Stalter Drive, Suite 101
Rockford, Illinois 61108
(Name and address of agent for service)
(815) 381-8110
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
Frederick L. Hartmann
Lauralyn G. Bengel
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 258-5500
_________________________
CALCULATION OF REGISTRATION FEE
-------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
------------------------------------ ---------- -------------- -------------- ----------------
Common Stock, par value $1.00 per share
(including Common Stock Purchase Rights) 750,000 46.766 $35,074,500 (2) $10,347 (2)
Interests in the Plans (3) (3) (3) (3)
(1) Based upon 500,000 shares of Common Stock to be issued under the
Rubbermaid Retirement Plan and 250,000 shares of Common Stock to
be issued under the Rubbermaid Retirement Plan for Collectively
Bargained Associates.
(2) Estimated on the basis of $46.766 per share, the average of the
high and low sales prices of the Common Stock as reported on the
New York Stock Exchange on March 22, 1999. (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 Plans
described herein for which no separate fee is required.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Newell Co. (the "Registrant")
are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
(b) The Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 11, 1999;
(c) The Form 11-K filed by the each of the Plans on June 26,
1998;
(d) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-B filed
on June 30, 1987; and
(e) The description of the Registrant's Rights contained in the
Registration Statement on Form 8-A12B dated August 28, 1998.
All documents subsequently filed by the Registrant and the Plans
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware law allows a corporation to eliminate
the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except in cases where the director breached his or her duty
of loyalty to the corporation or its stockholders, failed to act in
good faith, engaged in intentional misconduct or a knowing violation
of the law, willfully or negligently authorized the unlawful payment
of a dividend or approved an unlawful stock redemption or repurchase
or obtained an improper personal benefit. The Registrant Charter
contains a provision which eliminates directors' personal liability as
set forth above.
The Charter and the Bylaws of the Registrant provide in effect
that the Registrant shall indemnify its directors and officers to the
extent permitted by the Delaware law. Section 145 of the Delaware law
provides that a Delaware corporation has the power to indemnify its
directors, officers, employees and agents in certain circumstances.
Subsection (a) of Section 145 of the Delaware law empowers a
corporation to indemnify any director, officer, employee or agent, or
former director, officer, employee or agent, who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding
provided that such director, officer, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, provided that such director,
officer, employee or agent had no reasonable cause to believe that his
or her conduct was unlawful.
Subsection (b) of Section 145 of the Delaware law empowers a
corporation to indemnify any director, officer, employee or agent, or
former director, officer, employee or agent, who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person
acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit
provided that such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery shall determine that despite the
adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
Section 145 further provides that to the extent that a director
or officer or employee of a corporation has been successful in the
defense of any action, suit or proceeding referred to in subsections
(a) and (b) or in the defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection
therewith; that indemnification provided by Section 145 shall not be
deemed exclusive of any other rights to which the party seeking
indemnification may be entitled; and the corporation is empowered to
purchase and maintain insurance on behalf of a director, officer,
employee or agent of the corporation against any liability asserted
against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145; and that, unless indemnification is
ordered by a court, the determination that indemnification under
subsections (a) and (b) of Section 145 is proper because the director,
officer, employee or agent has met the applicable standard of conduct
under such subsections shall be made by (1) a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or
if such directors so direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.
The Registrant has in effect insurance policies for general
officers' and directors' liability insurance covering all of the
Registrant's officers and directors. The Registrant also has entered
into indemnification agreements with each of its officers and
directors that provide that the officers and directors will be
entitled to their indemnification rights as they existed at the time
they entered into the agreements, regardless of subsequent changes in
the Registrant's indemnification policy.
Pursuant to an Agreement and Plan of Merger by and between Newell
Co., Rooster Company and Rubbermaid Incorporated dated as of October
20, 1998 (the "Merger Agreement"), the Registrant will, to the fullest
extent not prohibited by applicable law, indemnify, defend and hold
harmless each person who is now, or has been at any time prior to the
date of the merger agreement, or who becomes prior to the Effective
Time (as defined in the Merger Agreement), an officer, director of
employee of Rubbermaid or any of its subsidiaries against any losses,
expenses, claims, damages or liabilities (1) arising out of acts or
omissions occurring at or prior to the Effective Time that are based
on or arising out of the fact that such person is or was a director,
officer or employee of Rubbermaid or any of its subsidiaries or served
as a fiduciary under or with respect to any Rubbermaid employee
benefit plan and (2) to the extent they are based on or arise out of
the transactions contemplated by the Merger Agreement.
Additionally, for six years after the Effective Time, the
Registrant will maintain in effect Rubbermaid's current directors' and
officers' liability insurance covering acts or omissions occurring
prior to the Effective Time with respect to those persons who are
currently covered by Rubbermaid's directors' and officers' liability
insurance policy on terms with respect to such coverage and amount no
less favorable than those of such policy in effect on the date of the
Merger Agreement; provided that the Registrant may substitute policies
of the Registrant or its subsidiaries containing terms with respect to
coverage and amount no less favorable to such directors or officers.
The Registrant will not be required to pay aggregate premiums for the
insurance described in this paragraph in excess of 200% of the
aggregate premiums paid by Rubbermaid in 1998, except that if the
annual premiums of such insurance coverage exceed such amount, the
Registrant will be obligated to obtain a policy with the best coverage
available, in the reasonable judgment of the Registrant's Board, for a
cost up to but not exceeding such amount.
For six years after the Effective Time, the Registrant will also
maintain in effect Rubbermaid's current fiduciary liability insurance
policies for employees who serve or have served as fiduciaries under
any Rubbermaid benefit plan with coverages and in amounts no less
favorable than those of such policy in effect on the date of the
Merger Agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement. The Plans have been submitted in a timely manner to the
Internal Revenue Service and have received a favorable determination
that the Plans continue to be qualified under Section 401 of the
Internal Revenue Code. All changes required by the Internal Revenue
Service in order to continue to so qualify the Plans have been made.
ITEM 9. UNDERTAKINGS.
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; and
(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 (i) and (ii) do not apply if 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 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.
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 each filing
of the 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.
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, 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 this 24th day of March, 1999.
NEWELL CO.
By: /s/ William T. Alldredge
-------------------------------------
William T. Alldredge
Vice President - Finance
Each person whose signature appears below appoints John J. McDonough,
William T. Alldredge and Dale L. Matschullat or any 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 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 any of the undersigned hereby ratifies
all that either 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 date indicated.
Signature Title Date
--------- ----- ----
/s/ John J. McDonough Vice Chairman and Chief March 24, 1999
------------------------------- Executive Officer (Principal
John J. McDonough Executive Officer) and Director
/s/ Thomas A. Ferguson, Jr. President and Chief March 24, 1999
------------------------------- Operating Officer and Director
Thomas A. Ferguson, Jr.
/s/ Donald L. Krause Senior Vice President - Corporate March 24, 1999
------------------------------- Controller (Principal Accounting
Donald L. Krause Officer)
/s/ William T. Alldredge Vice President - Finance March 24, 1999
------------------------------- (Principal Financial Officer)
William T. Alldredge
/s/ William P. Sovey Chairman of the Board of March 24, 1999
------------------------------- Directors
William P. Sovey
/s/ Alton F. Doody Director March 24, 1999
-------------------------------
Alton F. Doody
/s/ Daniel C. Ferguson Director March 24, 1999
-------------------------------
Daniel C. Ferguson
/s/ Robert L. Katz Director March 24, 1999
-------------------------------
Robert L. Katz
/s/ Elizabeth Cuthbert Millett Director March 24, 1999
----------------------------------
Elizabeth Cuthbert Millett
/s/ Cynthia A. Montgomery Director March 24, 1999
--------------------------------
Cynthia A. Montgomery
/s/ Allan P. Newell Director March 24, 1999
--------------------------------
Allan P. Newell
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 Wooster, State of Ohio, on March 24,
1999.
RUBBERMAID RETIREMENT PLAN
By: /s/ William R. Conner
-------------------------------
William R. Conner
Benefit Plans Committee
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 Wooster, State of Ohio, on March 24,
1999.
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY BARGAINED ASSOCIATES
By: /s/ William R. Connor
-------------------------------
William R. Connor
Benefit Plans Committee
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 Arthur Andersen LLP.
24 Power of Attorney (set forth on the signature page).
10
EXHIBIT 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated January 27, 1999, included in Newell Co.'s Form 10-K for
the year ended December 31, 1998 and to all references to our Firm
included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
----------------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 19, 1999
