As filed with the Securities and Exchange Commission on May 23, 2005
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
(State or other jurisdiction (I.R.S. employer
of incorporation or identification no.)
organization)
10B Glenlake Parkway
Suite 600
Atlanta, Georgia 30328
(Address of principal executive offices, including zip code)
NEWELL RUBBERMAID INC. 401(k) SAVINGS PLAN
(Full title of the plan)
Dale L. Matschullat
Vice President-General Counsel
& Corporate Secretary
10B Glenlake Parkway
Suite 600
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
------------------------------------ ---------- -------------- -------------- ----------------
Common Stock, par value $1.00 share 3,357,824(1)(2) $21.555(2) $72,377,896.32(2) $8,518.88(1)
(including Common Stock Purchase Rights)
Interests in the Plan (3) (3) (3) (3)
_____________________
(1) In addition to previously registering shares of Common Stock for issuance under the Newell Rubbermaid Inc.
401(k) Savings Plan (the "Plan"), the Registrant previously registered shares of Common Stock for issuance
under the Rubbermaid Retirement Plan for Collectively Bargained Associates (the "Rubbermaid Plan") (File No.
333-105179). The Rubbermaid Plan subsequently has been merged into the Plan. There are 3,357,823 shares of
Common Stock that remain unissued under the Rubbermaid Plan as of its merger date. The previously paid
registration fee relating to these registered but unissued shares is $7,900.88. The Registrant is filing
this Registration Statement to register an additional share and to carry forward the 3,357,823 shares and the
associated filing fee of $7,900.88. Offsetting this amount from the filing fee calculated for this
Registration Statement ($8,518.88) results in a filing fee of $618 required to be paid with respect to this
Registration Statement. (The Registrant is concurrently filing a post-effective amendment to Registration
Statement No. 333-105179 to deregister the remaining shares issuable under the Rubbermaid Plan.)
(2) Estimated on the basis of $21.555 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 16, 2005. (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.
(4) 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 the following Registration Statements filed by
the Registrant with the Securities and Exchange Commission are hereby
incorporated by reference:
(i) Registration Statement on Form S-8 (File No. 33-25196) filed
on October 31, 1988 registering Common Stock issuable under
the Plan and Amendment No. 1 to such Form S-8 filed on
November 18, 1988 registering the Purchase Rights attached
to the Common Stock;
(ii) Registration Statement on Form S-8 (File No. 333-62047)
filed on August 23, 1995 registering additional shares of
Common Stock issuable under the Plan;
(ii) Registration Statement on Form S-8 (File No. 333-38621)
filed on October 23, 1997 registering additional shares of
Common Stock issuable under the Plan;
(iv) Registration Statement on Form S-8 (File No. 333-105178)
filed on May 12, 2003 registering additional shares of
Common Stock issuable under the Plan, and Post-Effective
Amendment No. 1 to such Form S-8 filed on May 16, 2003;
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 Statements, including the
Amendments thereto described above, which are 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, 2004;
(b) 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 2004; and
(c) The description of the Registrant's Rights contained in the
Registration Statement on Form 8-A/A filed October 27, 2003.
All documents subsequently filed by the Registrant or the Plan
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.
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 Atlanta, State of Georgia, on the 12th day of May,
2005.
NEWELL RUBBERMAID INC.
(Registrant)
By: /s/ J. Patrick Robinson
-----------------------------
J. Patrick Robinson
Vice President - Chief
Financial 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.
4
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Joseph Galli, Jr. Chief Executive Officer (Principal May 12, 2005
------------------------------- Executive Officer) and Director
Joseph Galli, Jr.
/s/ J. Patrick Robinson Vice President - Chief Financial May 12, 2005
------------------------------- Officer (Principal Financial Officer)
J. Patrick Robinson
/s/ Ronald L. Hardnock Vice President - Corporate Controller May 12, 2005
------------------------------- (Principal Accounting Officer)
Ronald L. Hardnock
Director
-------------------------------
Thomas E. Clarke
/s/ Scott S. Cowen Director May 12, 2005
-------------------------------
Scott S. Cowen
/s/ Michael T. Cowhig Director May 12, 2005
-------------------------------
Michael T. Cowhig
/s/ Mark D. Ketchum Director May 12, 2005
-------------------------------
Mark D. Ketchum
/s/ William D. Marohn Chairman of the Board and Director May 12, 2005
-------------------------------
William D. Marohn
/s/ Elizabeth Cuthbert Millett Director May 12, 2005
-------------------------------
Elizabeth Cuthbert Millett
/s/ Cynthia A. Montgomery Director May 12, 2005
-------------------------------
Cynthia A. Montgomery
5
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Allan P. Newell Director May 12, 2005
-------------------------------
Allan P. Newell
/s/ Gordon R. Sullivan Director May 12, 2005
-------------------------------
Gordon R. Sullivan
/s/ Raymond G. Viault Director May 12, 2005
-------------------------------
Raymond G. Viault
6
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 Atlanta, State of Georgia, on May 12,
2005.
NEWELL RUBBERMAID INC.
401(k) SAVINGS PLAN
By: /s/ Thomas J. Nohl
---------------------------
Thomas J. Nohl
Benefit Plans Committee
7
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).
23 Consent of Ernst & Young LLP.
24 Power of Attorney (set forth on the signature page).
8
EXHIBIT 23
----------
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.
401(k) Savings Plan of our reports dated February 25, 2005, 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, 2004, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
May 16, 2005
