As filed with the Securities and Exchange Commission on November 20, 2015
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE ESTÉE LAUDER COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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11-2408943
(I.R.S. Employer Identification No.)
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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
and
THE ESTÉE LAUDER COMPANIES INC.
AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN
(Full Title of Plans)
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
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEES
Title of Each Class of Securities
to be Registered
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Amount to be
Registered
(1)
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Proposed
Maximum Offering
Price Per Share
(2)
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Proposed
Maximum Aggregate
Offering Price
(2)
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Amount of
Registration Fee
(2)
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Class A Common Stock,
par value $0.01 per share
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10,000,000 shares
(3)
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$82.62
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$826,200,000
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$83,198.34
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Class A Common Stock,
par value $0.01 per share
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600,000 shares
(4)
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$82.62
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$49,572,000
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$4,991.90
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TOTAL
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10,600,000 shares
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N/A
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$875,772,000
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$88,190.24
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(1)
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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)
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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 in the consolidated reporting system as of November 17, 2015.
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(3)
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To be registered pursuant to The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan.
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(4)
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To be registered pursuant to The Estée Lauder Companies Inc. Amended and Restated Non-Employee Director Share Incentive Plan.
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EXPLANATORY NOTE
In accordance with General Instruction E to Form S-8, this Registration Statement registers:
(1) an additional 10,000,000 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 “2002 Incentive Plan”). The contents of earlier Registration Statements on Form S-8 filed with respect to the 2002 Incentive Plan (or its predecessor, the Fiscal 2002 Share Incentive Plan), as filed with the Securities and Exchange Commission on November 10, 2010 (Registration Statement No. 333-170534), August 19, 2009 (Registration Statement No. 333-161452), 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; and
(2) an additional 600,000 shares of Class A Common Stock of the Company, for issuance pursuant to benefits awarded under the Company’s Amended and Restated Non-Employee Director Share Incentive Plan (the “Director Incentive Plan”). The contents of earlier Registration Statements on Form S-8 filed with respect to the Director Incentive Plan (or its predecessor, the Non-Employee Director Share Incentive Plan), as filed with the Securities and Exchange Commission on November 9, 2007 (Registration Statement No. 333-147262) and November 9, 2000 (Registration Statement No. 333-49606), 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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Exhibit No.
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Description
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4.1
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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
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Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13, 2012) (File No. 001-14064).
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4.3
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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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4.4
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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 23, 2012) (File No. 001-14064).
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5
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Opinion of Weil, Gotshal & Manges LLP (filed herewith).
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23.1
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Consent of KPMG LLP (filed herewith).
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23.2
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Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
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24
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Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference).
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99.1
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The Estée 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 16, 2015) (File No. 001-14064).
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99.2
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The Estée Lauder Companies Inc. Amended and Restated Non-Employee Director Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 16, 2015) (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 November 20, 2015.
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THE ESTÉE LAUDER COMPANIES INC. |
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By:
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/s/ Tracey T. Travis |
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Name: |
Tracey T. Travis
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Title: |
Executive Vice President and
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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 Tracey T. Travis, 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
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Title
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Date
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/s/ Fabrizio Freda
Fabrizio Freda
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President, Chief Executive Officer
and Director
(Principal Executive Officer)
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November 20, 2015
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/s/ William P. Lauder
William P. Lauder
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Executive Chairman and Director
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November 20, 2015
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/s/ Leonard A. Lauder
Leonard A. Lauder
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Director
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November 20, 2015
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/s/ Charlene Barshefsky
Charlene Barshefsky
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Director
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November 20, 2015
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/s/ Rose Marie Bravo
Rose Marie Bravo
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Director
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November 20, 2015
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/s/ Wei Sun Christianson
Wei Sun Christianson
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Director
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November 20, 2015
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/s/ Paul J. Fribourg
Paul J. Fribourg
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Director
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November 20, 2015
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/s/ Mellody Hobson
Mellody Hobson
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Director
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November 20, 2015
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/s/ Irvine O. Hockaday, Jr.
Irvine O. Hockaday, Jr.
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Director
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November 20, 2015
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/s/ Aerin Lauder
Aerin Lauder
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Director
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November 20, 2015
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/s/ Jane Lauder
Jane Lauder
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Director
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November 20, 2015
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/s/ Richard D. Parsons
Richard D. Parsons
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Director
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November 20, 2015
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/s/ Lynn Forester de Rothschild
Lynn Forester de Rothschild
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Director
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November 20, 2015
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/s/ Barry S. Sternlicht
Barry S. Sternlicht
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Director
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November 20, 2015
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/s/ Richard F. Zannino
Richard F. Zannino
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Director
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November 20, 2015
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/s/ Tracey T. Travis
Tracey T. Travis
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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November 20, 2015
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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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
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Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13, 2012) (File No. 001-14064).
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4.3
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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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4.4
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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 23, 2012) (File No. 001-14064).
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5
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Opinion of Weil, Gotshal & Manges LLP (filed herewith).
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23.1
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Consent of KPMG LLP (filed herewith).
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23.2
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Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
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24
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Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference).
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99.1
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The Estée 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 16, 2015) (File No. 001-14064).
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99.2
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The Estée Lauder Companies Inc. Amended and Restated Non-Employee Director Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 16, 2015) (File No. 001-14064).
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Exhibit 5.1
November 20, 2015
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 with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of an additional (1) 10,000,000 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), pursuant to the benefits granted and to be granted under the Company’s Amended and Restated Fiscal 2002 Share Incentive Plan (the “2002 Incentive Plan”) and (2) 600,000 shares of Class A Common Stock, pursuant to the benefits granted and to be granted under the Company’s Amended and Restated Non-Employee Director Share Incentive Plan (the “Director Plan,” and together with the 2002 Incentive Plan, the “Plans”).
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement and the Plans pursuant to which the 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 all 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 under the 2002
The Estée Lauder Companies Inc.
November 20, 2015
Page 2
Incentive Plan and the 600,000 shares of Class A Common Stock being registered for sale under the Director Plan, in each case, pursuant to the Registration Statement, have been duly authorized and, when issued and delivered in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the corporate laws of the State of Delaware and the federal laws of the United States, and we express no opinion as to the effect on the matters covered by this letter of laws of any other jurisdiction.
We hereby consent to the use of this letter as an exhibit to the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
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 20, 2015, with respect to the consolidated balance sheets of The Estée Lauder Companies Inc. and subsidiaries as of June 30, 2015 and 2014, and the related consolidated statements of earnings, comprehensive income (loss), equity and cash flows for each of the years in the three-year period ended June 30, 2015, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of June 30, 2015, incorporated by reference herein.
/s/ KPMG LLP
New York, New York
November 20, 2015
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