As filed with the Securities and Exchange Commission on November 9, 2007
Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE ESTEE LAUDER COMPANIES INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
11-2408943
(I.R.S. Employer Identification No.)
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 572-4200
(Address and Zip Code of Principal Executive Offices)
THE ESTEE LAUDER COMPANIES INC.
NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN
(Full Title of the Plan)
SARA E. MOSS, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 572-4200
(Name, Address and Telephone Number, including area code,
of Agent For Service)
Copy to:
JEFFREY J. WEINBERG, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee
--------------------------------------------------------------------------------
Class A Common Stock, 300,000 shares $41.88 $12,564,000 $385.72
par value $0.01 per share
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), there shall also be deemed registered hereby such
additional number of shares of Class A Common Stock of the Registrant as
may be offered or issued to prevent dilution resulting from stock
dividends, stock splits or similar transactions.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act, based upon the average of the high and low sales prices of the
Registrant's Class A Common Stock reported in the consolidated reporting
system on November 5, 2007.
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EXPLANATORY NOTE
In accordance with General Instruction E to Form S-8, this Registration
Statement registers an additional 300,000 shares of Class A Common Stock, par
value $0.01 per share (the "Class A Common Stock"), of The Estee Lauder
Companies Inc. (the "Registrant"), to be offered and sold pursuant to The Estee
Lauder Companies Inc. Non-Employee Director Share Incentive Plan, as amended and
restated (the "Plan"). The contents of the following registration statement
filed by the Registrant are incorporated herein by reference to the extent not
modified hereby: Form S-8 filed November 9, 2000 (SEC File No. 333-49606).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant (File Nos. 001-14064) are incorporated
herein by reference:
(i) the Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2007;
(ii) the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2007;
(iii) the Registrant's Current Reports filed on Form 8-K with the
Commission on July 3, August 29, September 6, September 11, September 17, and
September 25, 2007; and
(iv) The description of the Registrant's Class A Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), on November 8, 1995, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Unless expressly incorporated into this
Registration Statement, a report (or portion thereof) "furnished" on Form 8-K
shall not be incorporated by reference into this Registration Statement. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement. Copies of these documents are not required to be filed with this
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated in the State of Delaware. Section 145 of
the Delaware General Corporation Law provides that a corporation may indemnify
directors and officers, as well as other employees and individuals, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any threatened, pending or completed actions, suits or proceedings in which such
person is made a party by reason of such person being or having been a director,
officer, employee or agent of such corporation. The Delaware General Corporation
Law provides that Section 145 is not exclusive of other rights to which those
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seeking indemnification may be entitled under any certificate of incorporation,
bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transactions from which the director
derived an improper personal benefit.
The Registrant's Restated Certificate of Incorporation, as amended,
provides that no director or officer will be liable to the corporation or its
stockholder for any breach of fiduciary duty, except as limited under Delaware
General Corporation Law. The Registrant's Amended and Restated By-Laws provide
for indemnification of our directors and officers to the fullest extent
permitted by Delaware General Corporation Law.
The Registrant's directors and officers are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act that might be incurred by them in such capacities and
against which the Registrant may not indemnify them.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------
4.1 - Form of Restated Certificate of Incorporation, dated
November 16, 1995 (incorporated by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the year ended June 30, 2003) (SEC File No.
1-14064).
4.2 - Certificate of Amendment to Restated Certificate of
Incorporation (incorporated by reference to Exhibit
3.1 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1999) (SEC File
No. 1-14064).
4.3 - Amended and Restated By-laws (incorporated by
reference to Exhibit 3.1 to the Registrant's Current
Report on Form 8-K dated May 18, 2005) (SEC File No.
1-14064).
5* - Opinion of Weil, Gotshal & Manges LLP.
23.1* - Consent of KPMG LLP.
23.2* - Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5).
24* - Power of Attorney (included as part of the signature
page to this Registration Statement and incorporated
herein by reference).
99.1* - The Estee Lauder Companies Inc. Non-Employee Director
Share Incentive Plan (as amended and restated
November 9, 2007).
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EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------
99.2* - Form of Stock Option Agreement for Annual Stock
Option Grants under The Estee Lauder Companies Inc.
Non-Employee Director Share Incentive Plan (as
amended and restated November 9, 2007).
99.3* - Form of Stock Option Agreement for Elective Stock
Option Grants under The Estee Lauder Companies Inc.
Non-Employee Director Share Incentive Plan (as
amended and restated November 9, 2007).
* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) 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, as amended (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high and the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(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 Section 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
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(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against public
policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of 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 New York, State of New York, on this 9th day of
November, 2007.
THE ESTEE LAUDER COMPANIES INC.
By: /s/ Richard W. Kunes
---------------------------
Name: Richard W. Kunes
Title: Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of William P. Lauder, Richard W. Kunes, Sara
E. Moss and Spencer G. Smul or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, in connection with the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933, including to sign the Registration
Statement and any and all amendments to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any applicable
securities exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully, to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully 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 dates indicated.
Signature Title/Capacity Date
--------- -------------- ----
/s/ William P. Lauder President, Chief November 9, 2007
------------------------------ Executive Officer
William P. Lauder and Director
(Principal Executive
Officer)
/s/ Richard W. Kunes Executive Vice November 9, 2007
------------------------------ President and Chief
Richard W. Kunes Financial Officer
(Principal Financial
and Accounting
Officer)
/s/ Leonard A. Lauder Chairman of the Board November 9, 2007
------------------------------ of Directors
Leonard A. Lauder
/s/ Charlene Barshefsky Director November 9, 2007
------------------------------
Charlene Barshefsky
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Signature Title/Capacity Date
--------- -------------- ----
/s/ Rose Marie Bravo Director November 9, 2007
------------------------------
Rose Marie Bravo
/s/ Paul J. Fribourg Director November 9, 2007
------------------------------
Paul J. Fribourg
/s/ Mellody Hobson Director November 9, 2007
------------------------------
Mellody Hobson
/s/ Irvine O. Hockaday, Jr. Director November 9, 2007
------------------------------
Irvine O. Hockaday, Jr.
/s/ Aerin Lauder Director November 9, 2007
------------------------------
Aerin Lauder
/s/ Ronald S. Lauder Director November 9, 2007
------------------------------
Ronald S. Lauder
/s/ Richard D. Parsons Director November 9, 2007
------------------------------
Richard D. Parsons
/s/Lynn Forester de Rothschild Director November 9, 2007
------------------------------
Lynn Forester de Rothschild
/s/ Barry S. Sternlicht Director November 9, 2007
------------------------------
Barry S. Sternlicht
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------
4.1 - Form of Restated Certificate of Incorporation, dated
November 16, 1995 (incorporated by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the year ended June 30, 2003) (SEC File No.
1-14064).
4.2 - Certificate of Amendment to Restated Certificate of
Incorporation (incorporated by reference to Exhibit
3.1 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1999) (SEC File
No. 1-14064).
4.3 - Amended and Restated By-laws (incorporated by
reference to Exhibit 3.1 to the Registrant's Current
Report on Form 8-K dated May 18, 2005) (SEC File No.
1-14064).
5* - Opinion of Weil, Gotshal & Manges LLP.
23.1* - Consent of KPMG LLP.
23.2* - Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5).
24* - Power of Attorney (included as part of the signature
page to this Registration Statement and incorporated
herein by reference).
99.1* - The Estee Lauder Companies Inc. Non-Employee Director
Share Incentive Plan (as amended and restated
November 9, 2007).
99.2* - Form of Stock Option Agreement for Annual Stock
Option Grants under The Estee Lauder Companies Inc.
Non-Employee Director Share Incentive Plan (as
amended and restated November 9, 2007).
99.3* - Form of Stock Option Agreement for Elective Stock
Option Grants under The Estee Lauder Companies Inc.
Non-Employee Director Share Incentive Plan (as
amended and restated November 9, 2007).
* Filed herewith.
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