As filed with the Securities and Exchange Commission on February 3, 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
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.
AMENDED AND RESTATED 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)
COPY TO:
Jeffrey J. Weinberg, Esq.
Weil, Gotshal & Manages LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE (2)
Class A common Stock,
par value $0.01 per share 10,000,000 shares $36.02 $360,200,000.00 $38,542.00
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(2) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933. The fee is calculated on the basis of the average of the high and low prices for the Registrant's Class A Common Stock reported on the New York Stock Exchange on January 31, 2006.
EXPLANATORY NOTE
In accordance with General Instruction E to Form S-8, this Registration Statement registers 10,000,000 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 Amended and Restated Fiscal 2002 Share Incentive Plan. The contents of two earlier Registration Statements 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 July 22, 2005, Registration Statement No. 333-126820, and on November 1, 2001, Registration No. 333-72684, are, to the extent not modified herein, hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
4.1 - 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).
4.2 - 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).
4.3 - 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).
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 - The Estee Lauder Companies Inc. Amended and Restated Fiscal
2002 Share Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed
on November 17, 2005) (File No. 001-14064).
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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 February 3, 2006.
THE ESTEE LAUDER COMPANIES INC.
By: /s/ Richard W. Kunes
--------------------------------------
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 Officer February 3, 2006
------------------------------ and Director
William P. Lauder (Principal Executive Officer)
/s/ Leonard A. Lauder Chairman of the Board of Directors February 3, 2006
------------------------------
Leonard A. Lauder
/s/ Charlene Barshefsky Director February 3, 2006
------------------------------
Charlene Barshefsky
/s/ Rose Marie Bravo Director February 3, 2006
------------------------------
Rose Marie Bravo
/s/ Mellody Hobson Director February 3, 2006
------------------------------
Mellody Hobson
/s/ Irvine O. Hockaday, Jr. Director February 3, 2006
------------------------------
Irvine O. Hockaday, Jr.
/s/ Aerin Lauder Director February 3, 2006
------------------------------
Aerin Lauder
/s/ Ronald S. Lauder Director February 3, 2006
------------------------------
Ronald S. Lauder
4
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/s/ Richard D. Parsons Director February 3, 2006 -------------------------------- Richard D. Parsons /s/ Marshall Rose Director February 3, 2006 -------------------------------- Marshall Rose /s/ Lynn Forester de Rothschild Director February 3, 2006 -------------------------------- Lynn Forester de Rothschild /s/ Barry S. Sternlicht Director February 3, 2006 -------------------------------- Barry S. Sternlicht /s/ Richard W. Kunes Executive Vice President and Chief February 3, 2006 -------------------------------- Financial Officer (Principal Financial Richard W. Kunes and Accounting Officer) |
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 - 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).
4.2 - 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).
4.3 - 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).
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 - The Estee Lauder Companies Inc. Amended and Restated Fiscal
2002 Share Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed
on November 17, 2005) (File No. 001-14064).
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Exhibit 5
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE - NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
February 3, 2006
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 10,000,000 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. Amended and Restated 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 10,000,000 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
The Estee Lauder Companies Inc.
February 3, 2006
Company of consideration constituting lawful consideration under Delaware law in accordance with the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this letter as an exhibit to the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP |
Exhibit 23.1
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 report dated August 23, 2005, except for Note 20, which is as of January 25, 2006, relating to the consolidated balance sheets of The Estee Lauder Companies Inc. and subsidiaries as of June 30, 2005 and 2004 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, 2005 and the related financial statement schedule, and our report dated August 23, 2005 relating to management's assessment of the effectiveness of internal control over financial reporting as of June 30, 2005 and the effectiveness of internal control over financial reporting as of June 30, 2005, which reports appear in the current report on Form 8-K of The Estee Lauder Companies Inc. filed with the Securities and Exchange Commission on February 3, 2006.
Our report relating to the consolidated balance sheets of The Estee Lauder Companies Inc. and subsidiaries as of June 30, 2005 and 2004 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, 2005 and related financial statement schedule dated August 23, 2005, except for Note 20, which is as of January 25, 2006, refers to the adoption of the provisions of Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," effective July 1, 2003.
/s/ KPMG LLP New York, New York February 3, 2006 |