As filed with the Securities and Exchange Commission on May 12, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
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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
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Thomas E. Clarke
/s/ Scott S. Cowen Director February 10, 2003
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Scott S. Cowen
/s/ Alton F. Doody Director February 10, 2003
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Alton F. Doody
/s/ William D. Marohn Director February 10, 2003
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William D. Marohn
/s/ Elizabeth Cuthbert Millett Director February 10, 2003
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Elizabeth Cuthbert Millett
/s/ Cynthia A. Montgomery Director February 10, 2003
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Cynthia A. Montgomery
/s/ Allan P. Newell Director February 10, 2003
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Allan P. Newell
/s/ William P. Sovey Chairman of the Board and Director February 10, 2003
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William P. Sovey
/s/ Gordon R. Sullivan Director February 10, 2003
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Gordon R. Sullivan
/s/ Raymond G. Viault Director February 10, 2003
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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
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Thomas J. Nohl
Benefit Plans Committee
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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
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
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.
