As filed with the Securities and Exchange Commission on May 18, 2016

 

Registration No. 333-          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

 

3M COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware

 

41-0417775

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation or organization)

 

Identification No.)

 

3M Center
St. Paul, Minnesota 55144
(Address of principal executive offices,
including zip code)

 

3M Company 2016 Long-Term Incentive Plan

(Full title of the plan)

 

Gregg M. Larson
Deputy General Counsel
3M Company
3M Center
St. Paul, Minnesota 55144
(651) 733-2204
(Name, address 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.

 

Large accelerated filer  x

 

Accelerated filer  o

 

 

 

Non-accelerated filer  o

 

Smaller reporting company  o

(Do not check if a smaller reporting company)

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Title of securities to be registered

 

 

Amount
to be
registered(1)(2)

 

 

Proposed
maximum
offering price per
share(3)

 

 

Proposed maximum
aggregate offering
price(3)

 

 

Amount of
registration fee

 

Common Stock, par value $0.01 per share

 

 

31,000,000 shares

 

 

$169.10

 

 

$5,242,100,000

 

 

$527,880

 

 

(1)          Represents shares of common stock of 3M Company that may be offered or delivered pursuant to the 3M Company 2016 Long-Term Incentive Plan.

 

(2)          Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional shares of common stock that may be offered or delivered under the 3M Company 2016 Long-Term Incentive Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(3)          Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933, as amended.  The proposed maximum offering price is based on the average of the high and low prices of 3M Company common stock as reported on the New York Stock Exchange on May 13, 2016.

 

 

 


 

PART I — INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1.            Plan Information*

 

Item 2.            Registrant Information and Employee Plan Annual Information*

 

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8.

 

PART II — INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.            Incorporation of Documents by Reference.

 

The following documents, which have heretofore been filed by 3M Company (“3M”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

 

(a)          Our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as updated by our Current Report on Form 8-K dated May 17, 2016;

 

(b)          Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016;

 

(c)           Our Current Reports on Form 8-K dated February 2, 2016, February 3, 2016, March 11, 2016, May 11, 2016, May 12, 2016 and May 17, 2016;

 

(d)          The description of our common stock contained in any registration statement or report filed by us under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

 

All documents filed by us or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. A Current Report on Form 8-K furnished to the Commission will not be incorporated by reference into this registration statement. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to be a part of this registration statement.

 

Our Exchange Act file number with the Commission is 1-3285.

 

Item 4.            Description of Securities.

 

Not applicable.

 

Item 5.            Interests of Named Experts and Counsel.

 

Certain legal matters with respect to the validity of the shares of common stock registered hereby have been passed upon for 3M by Gregg M. Larson, Deputy General Counsel of 3M.  Mr. Larson is employed by 3M, and is eligible to participate in the Plan from time to time. As of May 13, 2016 he owned and had rights to acquire an aggregate of less than 0.1% of our common stock.

 

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Item 6.            Indemnification of Directors and Officers.

 

Section 145 of the Delaware General Corporation Law (“DGCL”), as amended, provides that, under certain circumstances, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at its request in such capacity in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

 

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for payments of unlawful dividends or unlawful stock repurchases or redemptions, or (4) for any transaction from which the director derived an improper personal benefit.  Article Fourteenth of our Certificate of Incorporation provides for such limitation of liability.

 

Section 34 of our Amended and Restated Bylaws provides that our officers and directors will be indemnified by 3M to the fullest extent permitted by law.  Our Amended and Restated Bylaws also provide that 3M shall advance expenses to a director or officer upon receipt of an undertaking by such director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by 3M.  Our Amended and Restated Bylaws do not limit the power of 3M or our board of directors to provide other indemnification and expense reimbursement rights to directors, officers, employees, agents and other persons otherwise than pursuant to our Amended and Restated Bylaws.

 

We maintain directors’ and officers’ liability insurance which covers certain liabilities and expenses of our directors and officers and covers 3M for reimbursement of payments to our directors and officers in respect of such liabilities and expenses.

 

Item 7.            Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.            Exhibits.

 

See the exhibits listed under “Index to Exhibits” herein.

 

II- 2


 

Item 9.            Undertakings.

 

(a)           The undersigned registrant hereby undertakes:

 

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)            To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)          To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided , however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and each filing of the Plan’s annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II- 3


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 St. Paul, State of Minnesota, on May 18, 2016.

 

 

3M COMPANY

 

 

 

 

 

 

 

By:

/s/ Gregg M. Larson

 

 

Gregg M. Larson, Esq.

 

 

Deputy General Counsel and Secretary

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on May 18, 2016.

 

Signature

 

Title

 

 

 

*

 

Chairman of the Board, President and Chief Executive Officer

Inge G. Thulin

 

(principal executive officer and director)

 

 

 

*

 

Senior Vice President and Chief Financial Officer

Nicholas C. Gangestad

 

(principal financial officer)

 

 

 

*

 

Vice President, Controller and Chief Accounting Officer

Eric D. Hammes

 

(principal accounting officer)

 

 

 

*

 

Director

Sondra L. Barbour

 

 

 

 

 

*

 

Director

Thomas K. Brown

 

 

 

 

 

*

 

Director

Vance D. Coffman

 

 

 

 

 

*

 

Director

David B. Dillon

 

 

 

 

 

*

 

Director

Michael L. Eskew

 

 

 

 

 

*

 

Director

Herbert L. Henkel

 

 

 

II- 4


 

*

 

Director

Muhtar Kent

 

 

 

 

 

*

 

Director

Edward M. Liddy

 

 

 

 

 

*

 

Director

Gregory R. Page

 

 

 

 

 

*

 

Director

Robert J. Ulrich

 

 

 

 

 

*By:

/s/ Gregg M. Larson

 

 

 

Gregg M. Larson

 

 

 

Attorney-in-Fact

 

 

 

II- 5


 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Description

 

 

 

3.1

 

Certificate of Incorporation, as amended as of May 11, 2007, is incorporated by reference from our Form 8-K dated May 14, 2007.

 

 

 

3.2

 

Amended and Restated Bylaws, as adopted as of November 10, 2015, are incorporated by reference from our Form 8-K dated November 10, 2015.

 

 

 

5

 

Opinion of Counsel.*

 

 

 

10

 

3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 12, 2016.

 

 

 

15

 

Awareness Letter of PricewaterhouseCoopers LLP (regarding interim financial information).*

 

 

 

23.1

 

Consent of Counsel (included in Exhibit 5).*

 

 

 

23.2

 

Consent of PricewaterhouseCoopers LLP.*

 

 

 

24

 

Power of Attorney.*

*              Filed herewith.

 

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