As filed with the Securities and Exchange Commission on August 19, 2009
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 ESTÉE LAUDER COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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11-2408943
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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 ESTÉE LAUDER COMPANIES INC.
AMENDED AND RESTATED FISCAL 2002 SHARE INCENTIVE PLAN
(Full Title of Plan)
Sara E. Moss, Esq.
Executive Vice President and General Counsel
The Estée 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)
__________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
x |
Accelerated filer |
o |
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Non-accelerated filer |
o |
(Do not check if a smaller reporting company) |
Smaller reporting company |
o |
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities
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Amount to be
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Proposed
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Proposed
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Amount of
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Class A common Stock,
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5,483,366 shares |
$35.27 |
$193,398,319 |
$10,792 |
____________________
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(1) |
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. |
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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 August 17, 2009. |
EXPLANATORY NOTE
In accordance with General Instruction E to Form S-8, this Registration Statement registers an additional 5,483,366 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of The Estée Lauder Companies Inc. (the “Company”), for issuance pursuant to benefits awarded under the Company’s Amended and Restated Fiscal 2002 Share Incentive Plan (the “Plan”). The contents of earlier Registration Statements on Form S-8 filed with respect to the Plan (or its predecessor, the Fiscal 2002 Share Incentive Plan), as filed with the Securities and Exchange Commission on February 3, 2006 (Registration Statement No. 333-131527), July 22, 2005, (Registration Statement No. 333-126820), and 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.
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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). |
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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). |
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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 12, 2009) (File No. 001-14064). |
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5 - |
Opinion of Weil, Gotshal & Manges LLP. |
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23.1 - |
Consent of KPMG LLP. |
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23.2 - |
Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5). |
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24 - |
Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference).
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99 - |
The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 25, 2007) (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 August 19, 2009.
THE ESTÉE LAUDER COMPANIES INC.
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By: |
/s/ Richard W. Kunes |
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Name: |
Richard W. Kunes |
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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 Richard W. Kunes, Sara E. Moss and Spencer G. Smul, 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.
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Signature |
Title |
Date |
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/s/ Fabrizio Freda |
President, Chief Executive Officer
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August 19, 2009 |
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Fabrizio Freda |
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/s/ William P. Lauder |
Executive Chairman and Director |
August 19, 2009 |
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William P. Lauder
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/s/ Leonard A. Lauder |
Director |
August 19, 2009 |
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Leonard A. Lauder
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/s/ Charlene Barshefsky |
Director |
August 19, 2009 |
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Charlene Barshefsky
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/s/ Rose Marie Bravo |
Director |
August 19, 2009 |
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Rose Marie Bravo
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/s/ Paul J. Fribourg |
Director |
August 19, 2009 |
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Paul J. Fribourg
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/s/ Mellody Hobson |
Director |
August 19, 2009 |
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Mellody Hobson
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/s/ Irvine O. Hockaday, Jr. |
Director |
August 19, 2009 |
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Irvine O. Hockaday, Jr.
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Signature |
Title |
Date |
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/s/ Aerin Lauder |
Director |
August 19, 2009 |
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Aerin Lauder
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/s/ Jane Lauder |
Director |
August 19, 2009 |
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Jane Lauder
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/s/ Richard D. Parsons |
Director |
August 19, 2009 |
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Richard D. Parsons
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/s/ Lynn Forester de Rothschild |
Director |
August 19, 2009 |
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Lynn Forester de Rothschild
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/s/ Barry S. Sternlicht |
Director |
August 19, 2009 |
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Barry S. Sternlicht
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/s/ Richard W. Kunes |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
August 19, 2009 |
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Richard W. Kunes |
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EXHIBIT INDEX
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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). |
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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). |
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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 12, 2009) (File No. 001-14064). |
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5 - |
Opinion of Weil, Gotshal & Manges LLP. |
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23.1 - |
Consent of KPMG LLP. |
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23.2 - |
Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5). |
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24 - |
Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference).
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99 - |
The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 25, 2007) (File No. 001-14064). |
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Weil, Gotshal & Manges LLP 767 FIFTH AVENUE NEW YORK, NY 10153-0119 (212) 310-8000 FAX: (212) 310-8007 |
AUSTIN BEIJING BOSTON BUDAPEST DALLAS FRANKFURT HONG KONG HOUSTON LONDON MIAMI MUNICH PARIS PRAGUE PROVIDENCE SHANGHAI SILICON VALLEY WARSAW WASHINGTON, D.C. WILMINGTON |
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August 19, 2009 |
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The Estée Lauder Companies Inc.
767 Fifth Avenue
New York, NY 10153
Ladies and Gentlemen:
We have acted as counsel to The Estée 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 5,483,366 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 Estée 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.
The Estée Lauder Companies Inc.
August 19, 2009
Page 2
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the 5,483,366 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.
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 Estée Lauder Companies Inc.:
We consent to the use of our reports dated August 19, 2009, with respect to the consolidated balance sheets of The Estée Lauder Companies Inc. and subsidiaries as of June 30, 2009 and 2008 and the related consolidated statements of earnings, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended June 30, 2009 and the related financial statement schedule and the effectiveness of internal control over financial reporting as of June 30, 2009, incorporated herein by reference.
Our report refers to a change in The Estée Lauder Companies Inc. and subsidiaries’ method for quantifying errors based on SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements,” and the adoption as of June 30, 2007 of Statement of Financial Accounting Standard No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R).” In addition, our report refers to the adoption, effective July 1, 2007, of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.”
/s/ KPMG LLP
New York, New York
August 19, 2009