As filed with the Securities and Exchange Commission on December 30, 2002
Registration No. 333-25669
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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THE SHERWIN-WILLIAMS COMPANY
(Exact name of registrant as specified in its charter)
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OHIO 34-0526850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 PROSPECT AVENUE, N.W.
CLEVELAND, OHIO 44115
(Address, including zip code, of principal executive offices)
THE SHERWIN-WILLIAMS COMPANY 1994 STOCK PLAN
(Full title of the plan)
L.E. STELLATO
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE SHERWIN-WILLIAMS COMPANY
101 PROSPECT AVENUE, N.W.
CLEVELAND, OHIO 44115
(216) 566-2000
(Name, address and telephone number, including area code, of agent for service)
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EXPLANATORY STATEMENT
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 No. 333-25669 ("Registration Statement") is being filed to deregister
695,735 unissued shares of common stock, par value $1.00 per share, of The
Sherwin-Williams Company (the "Company") previously registered by the Company
for the granting of awards under The Sherwin-Williams Company 1994 Stock Plan
(the "1994 Stock Plan"). The 1994 Stock Plan is being succeeded by The
Sherwin-Williams Company 2003 Stock Plan (the "2003 Stock Plan"). The Company
has ceased granting awards under the 1994 Stock Plan, and no additional awards
will be granted thereunder. Such 695,735 shares of common stock remain unissued
under the 1994 Stock Plan. Pursuant to the terms of the 2003 Stock Plan, such
695,735 shares have been included in the registration of shares of common stock
for the granting of awards under the 2003 Stock Plan on Registration Statement
on Form S-8 No. 333-101229.
Therefore, pursuant to the Company's undertakings set forth in the
Registration Statement, the Company files this Post-Effective Amendment No. 1
thereto to remove from registration the remaining 695,735 unissued shares of
common stock registered under the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEMS 3 THROUGH 7 AND ITEM 9 ARE NOT APPLICABLE.
ITEM 8. EXHIBITS.
The exhibits to this Registration Statement are listed in the Exhibit
Index on page II-3, which information is incorporated herein by reference.
SIGNATURES
The Registrant. 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 Cleveland, State of Ohio, on December 30, 2002.
The Sherwin-Williams Company
By: /s/ L.E. Stellato
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L.E. Stellato,
Vice President, General Counsel and
Secretary
II-1
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 date indicated.
* C. M. CONNOR Chairman and Chief Executive Officer,
----------------------- Director (Principal Executive Officer)
C. M. Connor
* J. M. SCAMINACE President and Chief Operating Officer,
----------------------- Director
J. M. Scaminace
* S. P. HENNESSY Senior Vice President -- Finance
----------------------- and Chief Financial Officer
S. P. Hennessy (Principal Financial Officer)
* J. L. AULT Vice President -- Corporate Controller
----------------------- (Principal Accounting Officer)
J. L. Ault
* J. G. BREEN Director
-----------------------
J. G. Breen
* D. E. COLLINS Director
-----------------------
D. E. Collins
* D. E. EVANS Director
-----------------------
D. E. Evans
* R. W. MAHONEY Director
-----------------------
R. W. Mahoney
* A. M. MIXON, III Director
-----------------------
A. M. Mixon, III
* C. E. MOLL Director
-----------------------
C. E. Moll
II-2
* R. K. SMUCKER Director
-----------------------
R. K. Smucker
* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-named officers and
directors of the registrant pursuant to powers of attorney executed by each such
officer and director and filed herewith.
By: /s/ L.E. Stellato December 30, 2002
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L. E. Stellato, Attorney-in-fact
EXHIBIT INDEX
Exhibit Description
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24.1 Powers of Attorney (filed herewith).
24.2 Certified Resolution Authorizing Signature by Power of Attorney
(filed herewith).
II-3