As filed with the Securities and Exchange Commission on June 20, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
NEWELL RUBBERMAID INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3514169
-------- ----------
(I.R.S. employer
(State or other jurisdiction identification no.)
of incorporation or
organization)
10B Glenlake Parkway
Suite 300
Atlanta, Georgia 30328
(Address of principal executive offices, including zip code)
NEWELL RUBBERMAID INC. 2003 STOCK PLAN
(AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 8, 2006)
(Full title of the plan)
Dale L. Matschullat
Vice President-General Counsel & Corporate Secretary
10B Glenlake Parkway
Suite 300
Atlanta, Georgia 30328
(Name and address of agent for service)
(770) 407-3830
(Telephone number, including area code, of agent for service)
With a copy to:
Lauralyn G. Bengel
Schiff Hardin LLP
6600 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 (1)
----------------------------------- ---------- -------------- -------------- -----------------
Common Stock, par value $1.00 per share 17,436,840 $24.66 (2) $429,922,474.40 (2) $46,009.20 (2)
(including Common Stock Purchase Rights)
(1) On May 16, 2006, Newell Rubbermaid Inc. (the "Registrant") filed
a Registration Statement on Form S-8 (File No. 333-134176) to
register 17,436,840 shares of Common Stock issuable under the
Newell Rubbermaid Inc. 2003 Stock Plan (as amended and restated
effective February 8, 2006) (the "Plan"). No shares included in
that Registration Statement have been offered or sold. Concurrent
with this filing, and in order to avoid any question as to the
Registrant's ability to use a Form S-8 at the time of the original
filing, the Registrant is filing a post-effective amendment to the
Registration Statement to deregister all of the 17,436,840 shares.
The previously paid registration fee relating to these shares of
$51,065.36 is being carried over and used to offset the filing
fee for this Registration Statement. Because the amount of the
carried-over fee exceeds the filing fee for this Registration
Statement, no filing fee is being paid at this time.
(2) Estimated on the basis of $24.66 per share, the average of the
high and low sales prices of the Common Stock as reported on the
New York Stock Exchange on June 13, 2006. (See Rules 457(c) and
457(h) of the Securities Act of 1933.)
(2) 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
REGISTRATION OF ADDITIONAL SECURITIES - STATEMENT PURSUANT TO GENERAL
INSTRUCTION E OF FORM S-8
The contents of Registration Statement on Form S-8 (File No. 333-
105113) filed by the Registrant with the Securities and Exchange
Commission on May 9, 2003 registering Common Stock issuable under the
Plan is 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 described above, which
is incorporated herein by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2005.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2006.
(c) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 since the end of 2005.
(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.
(e) The description of the Registrant's Rights contained in the
Registration Statement on Form 8-A/A filed on October 27,
2003.
All documents subsequently filed by the Registrant 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 to be a part hereof from the date
of filing of such documents.
ITEM 8. EXHIBITS.
The Exhibits filed herewith are set forth on the Exhibit Index
filed as part of this Registration Statement.
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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 with or
furnished to the Commission 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, where
applicable, 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
4
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.
5
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 Atlanta, State of Georgia, on the 10th day of May,
2006.
NEWELL RUBBERMAID INC.
(Registrant)
By: /s/ Mark D. Ketchum
--------------------
Mark D. Ketchum
President and Chief
Executive Officer
Each person whose signature appears below appoints J. Patrick
Robinson, Ronald L. Hardnock and 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/ Mark D. Ketchum President and Chief May 10, 2006
------------------------------ Executive Officer
Mark D. Ketchum (Principal Executive
Officer) and Director
6
SIGNATURE TITLE DATE
--------- ----- ----
/s/ J. Patrick Robinson Vice President - Chief May 10, 2006
------------------------------ Financial Officer
J. Patrick Robinson (Principal Financial
Officer)
/s/ Ronald L. Hardnock Vice President - May 10, 2006
------------------------------ Corporate Controller
Ronald L. Hardnock (Principal Accounting
Officer)
/s/ Thomas E. Clarke Director May 10, 2006
------------------------------
Thomas E. Clarke
/s/ Scott S. Cowen Director May 10, 2006
------------------------------
Scott S. Cowen
/s/ Michael T. Cowhig Director May 10, 2006
------------------------------
Michael T. Cowhig
/s/ William D. Marohn Chairman of the Board May 10, 2006
------------------------------ and Director
William D. Marohn
/s/ Elizabeth Cuthbert Millett Director May 10, 2006
------------------------------
Elizabeth Cuthbert Millett
/s/ Cynthia A. Montgomery Director May 10, 2006
------------------------------
Cynthia A. Montgomery
/s/ Allan P. Newell Director May 10, 2006
------------------------------
Allan P. Newell
/s/ Steven J. Strobel Director May 10, 2006
------------------------------
Steven J. Strobel
7
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gordon R. Sullivan Director May 10, 2006
------------------------------
Gordon R. Sullivan
/s/ Raymond G. Viault May 10, 2006
------------------------------ Director
Raymond G. Viault
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
4 Rights Agreement, dated as of August
6, 1998, between the Company and
First Chicago Trust Company of New
York, as Rights Agent (incorporated
by reference to Exhibit 4 to the
Company's Current Report on Form 8-K
dated August 6, 1998, File No. 001-
09608), as amended by a First
Amendment to Rights Agreement
effective as of September 29, 2003,
between the Company and The Bank of
New York, as Rights Agent
(incorporated by reference to
Exhibit 4.2 to the Company's
Registration Statement on Form 8-
A/A, filed October 27, 2003).
5 Opinion of Schiff Hardin LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Schiff Hardin LLP
(contained in the Opinion filed as
Exhibit 5).
24 Power of Attorney (set forth on the
signature page).
9
EXHIBIT 5
---------
June 16, 2006
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Newell Rubbermaid Inc. - Registration of
Common Stock, Par Value $1.00 Per Share, on Form S-8
----------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Newell Rubbermaid Inc., a Delaware
corporation (the "Company"), in connection with the Company's filing
of a Registration Statement on Form S-8 (the "Registration Statement")
covering 17,436,840 shares of the Company's common stock, par value
$1.00 per share, and the related Purchase Rights associated therewith
(the "Common Stock"), issuable under the Newell Rubbermaid Inc. 2003
Stock Plan (As Amended and Restated Effective February 8, 2006) (the
"Plan").
In this connection we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion contained herein.
Based on the foregoing, it is our opinion that the shares of the
Common Stock, when issued in accordance with the terms of the Plan,
and pursuant to the Registration Statement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN LLP
By: /s/ Lauralyn G. Bengel
-----------------------
Lauralyn G. Bengel
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Newell Rubbermaid Inc. 2003
Stock Plan (as amended and restated effective February 8, 2006) of our
reports dated February 8, 2006, with respect to the consolidated
financial statements and schedule of Newell Rubbermaid Inc., Newell
Rubbermaid Inc. management's assessment of the effectiveness of
internal control over financial reporting, and the effectiveness of
internal control over financial reporting of Newell Rubbermaid Inc.,
included in its Annual Report (Form 10-K) for the year ended December
31, 2005, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
June 13, 2006
