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 11-2408943
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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767 Fifth Avenue
New York, New York 10153
(212) 572-4200
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
THE ESTEE LAUDER COMPANIES INC.
FISCAL 2002 SHARE INCENTIVE PLAN
(Full Title of Plan)
Sara E. Moss, Esq.
Executive Vice President, General Counsel and Secretary
The Estee Lauder Companies Inc.
767 Fifth Avenue
New York, New York 10153
(212) 572-4200
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies 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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Title of Securities to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of
Registered(1)(2) Offering Price Per Aggregate Offering Registration
Share(1) Price(1) Fee(1)
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Class A Common Stock,
par value $0.01 per Share 999,706 shares -- -- --
=================================================================================================================================
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(1) Pursuant to Instruction E of Form S-8 and the telephonic interpretation of the Securities and Exchange Commission (the "Commission") set forth in Section G. Securities Act Forms, No. 89 ("Interpretation 89"), of the Division of Corporation Finance's Manual of Publicly Available Telephone Interpretations dated July 1997, the 999,706 shares of Class A Common Stock, par value $0.01 per share, registered hereby (the "Shares") are being carried forward from a Registration Statement on Form S-8 filed on November 17, 1995 (Registration No.33-99554) (the "November 1995 Form S-8") in connection with The Estee Lauder Companies Inc. (the "Company") Fiscal 1996 Share Incentive Plan and Employment Agreements and from Registration Statements on Form S-8 filed on November 5, 1998 (Registration No. 333-66851) and November 1, 2001 (Registration No. 333-72650) (the "1999 Plan S-8s") in connection with the Company's Fiscal 1999 Share Incentive Plan. A total registration fee of $140,526.56 was paid with respect to the November 1995 Form S-8 and the 1999 Plan S-8s. Pursuant to Instruction E to Form S-8 and Interpretation 89, no additional registration fee is due with respect to the Shares registered hereby.
(2) Plus such indeterminate number of shares of Common Stock of the Registrant as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933.
EXPLANATORY NOTE
This Registration Statement registers 999,706 additional shares of Class A common stock of The Estee Lauder Companies Inc. (the "Company"), par value $0.01 per share (the "Class A Common Stock"), for issuance pursuant to benefits awarded under the Company's Fiscal 2002 Share Incentive Plan. The contents of an earlier Registration Statement on Form S-8 filed with respect to the Company's Fiscal 2002 Share Incentive Plan, as filed with the Securities and Exchange Commission on November 1, 2001, Registration No. 333-72684, are hereby incorporated by reference.
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 21st day of July, 2005.
THE ESTEE LAUDER COMPANIES INC.
By: /s/ Richard W. Kunes
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Name: Richard W. Kunes
Title: Executive Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William P. Lauder, Richard W. Kunes and Sara E. Moss, or any of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, could 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 date indicated.
Signature Title Date
--------- ----- ----
/s/ William P. Lauder President, Chief Executive July 21, 2005
------------------------------- Officer and Director
William P. Lauder (Principal Executive Officer)
/s/ Leonard A. Lauder Chairman of the Board of July 21, 2005
------------------------------- Directors
Leonard A. Lauder
/s/ Charlene Barshefsky Director July 21, 2005
-------------------------------
Charlene Barshefsky
/s/ Rose Marie Bravo Director July 21, 2005
-------------------------------
Rose Marie Bravo
/s/ Mellody Hobson Director July 21, 2005
-------------------------------
Mellody Hobson
/s/ Irvine O. Hockaday, Jr. Director July 21, 2005
-------------------------------
Irvine O. Hockaday, Jr.
5
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/s/ Aerin Lauder Director July 21, 2005
-------------------------------
Aerin Lauder
/s/ Ronald S. Lauder Director July 21, 2005
-------------------------------
Ronald S. Lauder
/s/ Richard D. Parsons Director July 21, 2005
-------------------------------
Richard D. Parsons
/s/ Marshall Rose Director July 21, 2005
-------------------------------
Marshall Rose
/s/ Lynn Forester de Rothschild Director July 21, 2005
-------------------------------
Lynn Forester de Rothschild
/s/ Barry S. Sternlicht Director July 21, 2005
-------------------------------
Barry S. Sternlicht
/s/ Richard W. Kunes Executive Vice President and July 21, 2005
------------------------------- Chief Financial Officer
Richard W. Kunes (Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
4(a) - Restated Certificate of Incorporation, dated November 16, 1995
(incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
2003) (File No. 001-14064).
4(b) - Certificate of Amendment to Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999)(File No. 001-14064).
4(c) - Certificate of Designations for the Series A Cumulative
Redeemable Preferred Stock (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 2003) (File No. 001-14064).
4(d) - Amended and Restated By-Laws (incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K filed
on May 17, 2005) (File No. 001-14064).
4(e) - The Estee Lauder Companies Inc. Fiscal 2002 Share Incentive
Plan (incorporated by reference to Exhibit 4(d) to the
Company's Registration Statement on Form S-8 (No. 333-72684),
filed on November 1, 2001).
5 - Opinion of Weil, Gotshal & Manges LLP.
23(a) - Consent of KPMG LLP.
23(b) - 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).
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Exhibit 5
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE - NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
July 21, 2005
The Estee Lauder Companies Inc.
767 Fifth Avenue
New York, NY 10153
Ladies and Gentlemen:
We have acted as counsel to The Estee Lauder Companies Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of the Company's Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), relating to the issuance of not more than 999,706 additional shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), pursuant to benefits granted and to be granted under The Estee Lauder Companies Inc. Fiscal 2002 Share Incentive Plan (the "Plan").
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement and the Plan pursuant to which shares of the Class A Common Stock will be issued and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the 999,706 shares of Class A Common Stock being registered for sale pursuant to the Registration Statement have been duly authorized and, when issued and delivered upon receipt by the Company of consideration constituting lawful consideration under Delaware law in accordance with the Plan, will be validly issued, fully paid and non-assessable.
The Estee Lauder Companies Inc.
July 21, 2005
We hereby consent to the filing of a copy of this opinion letter as an exhibit to the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP |
Exhibit 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
The Estee Lauder Companies Inc.:
We consent to the incorporation by reference in the registration statement on Form S-8 of The Estee Lauder Companies Inc. of our reports dated August 6, 2004, relating to the consolidated balance sheets of The Estee Lauder Companies Inc. and subsidiaries as of June 30, 2004 and 2003, and the related consolidated statements of earnings, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended June 30, 2004, and the related financial statement schedule, which reports appear in the June 30, 2004 annual report on Form 10-K/A of The Estee Lauder Companies Inc.
Our reports refer to a change in accounting for goodwill and intangible assets in fiscal 2002 and a change in accounting for certain financial instruments with characteristics of both liabilities and equity in fiscal 2004.
/s/ KPMG LLP
New York, New York
July 19, 2005
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