Warner Lambert Co – ‘S-8 POS’ on 11/2/99

On:  Tuesday, 11/2/99   ·   Effective:  11/2/99   ·   Accession #:  893750-99-603   ·   File #:  333-78645

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment to an S-8                    11     35K 
 2: EX-23       Consent of Experts or Counsel                          1      6K 
 3: EX-24       Power of Attorney                                      2     12K 

S-8 POS   —   Post-Effective Amendment to an S-8
Document Table of Contents

S-8 POS
1st Page of 11
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
As filed with the Securities and Exchange Commission on November 2, 1999        
      Post-Effective Amendment No. 1 to Registration No. 333-78645

SECURITIES AND EXCHANGE COMMISSION      
Washington, D.C. 20549      
--------------------------      
POST-EFFECTIVE      
AMENDMENT NO. 1 TO      
FORM S-8      
REGISTRATION STATEMENT      
UNDER       
THE SECURITIES ACT OF 1933      
--------------------------      
WARNER-LAMBERT COMPANY      
(Exact name of Registrant as specified in its charter)      

Delaware                           22-1598912       
(State or other jurisdiction of      (I.R.S. Employer Identification        
incorporation or organization)                  Number)                   

201 Tabor Road        
Morris Plains, NJ  07950        
(201) 540-2000        

(Address, including zip code, of Registrant's principal executive         
office)         

Warner-Lambert Company        
Savings and Stock Plan        

Warner-Lambert Company        
Savings and Stock Plan for        
Colleagues in Puerto Rico         

(Full title of the Plans)         
--------------------------        
Gregory L. Johnson, Esq.        
Vice President and General Counsel        
Warner-Lambert Company        
201 Tabor Road        
Morris Plains, NJ  07950        
(201) 540-2000        
(Name, address, including zip code, and telephone number, including         
area code, of Registrant's agent for service)         

Copies to:        
James M. Cotter, Esq.         
Gary I. Horowitz, Esq.        
Simpson Thacher & Bartlett        
425 Lexington Avenue        
New York, New York 10017-3954         
(212) 455-2000        
_________________________         

S-8 POS
2nd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 2nd
CALCULATION OF REGISTRATION FEE       

                                                        [Enlarge/Download Table]

                                                            Proposed                                    
                                                            Maximum     Proposed Maximum                
                                          Amount to be      Offering       Aggregate        Amount of   
                                           Registered      Price Per     Offering Price    Registration 
 Title of Securities to be Registered       <F1> <F2>      Share <F1>         <F1>           Fee <F1>   
--------------------------------------    ------------     ----------   -----------------  ------------ 
                                                                                                        
Common Stock, $.01 par value per share      8,000,000        $65.97         $527,760,000     $146,717.28

<FN>                                                                                                     
<F1>  The Registrant previously registered 8,000,000 shares of common                                    
     stock on Form S-8, Registration Statement No. 333-78645;                                           
     $146,717.28 was previously paid in connection with the filing of                                   
     Registration Statement No. 333-78645.                                                              
<F2>  The Shares are issuable pursuant to the respective plans as                                        
     follows:  Warner-Lambert Company Savings and Stock Plan 7,000,000                                  
     shares; Warner-Lambert Company Savings and Stock Plan for                                          
     Colleagues in Puerto Rico 1,000,000 shares.  Includes Preferred                                    
     Share Purchase Rights which, prior to the occurrence of certain                                    
     events, will not be exercisable or evidenced separately from                                       
     the Common Stock.                                                                                  

--------------------------      

In addition, pursuant to Rule 416(c) under the Securities Act of 1933,          
this Registration Statement also covers an indeterminate amount of              
interests to be offered or sold pursuant to the employee benefit plans          
described herein.                                                               

This Registration Statement constitutes Post-Effective Amendment No. 1 to       
Registration Statement No. 333-78645.                                           

S-8 POS
3rd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 3rd
PART II       

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT      

Item 3. Incorporation of Documents by Reference                                 

The following documents filed with the Securities and Exchange        
Commission by the Warner-Lambert Company (the "Company") are hereby             
incorporated in this Registration Statement by reference:                       

(1)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, as amended.         

(2)  The Company's Quarterly Reports on Form 10-Q for the   
       quarterly periods ended June 30, 1999 and March 31, 1999.

(3)  All other reports filed by the Company pursuant to     
Section 13(a) or 15(d) of the Exchange Act, since 
December 31, 1998.                                

  (4)  The Warner-Lambert Company Savings and Stock Plan and the
Warner-Lambert Company Savings and Stock Plan for 
       Colleagues in Puerto Rico Annual Reports on Form 11-K for
     the fiscal years ended December 31, 1998, respectively.

All documents filed by the Company pursuant to Sections 13(a),        
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-         
effective amendment which indicates that all securities offered have been       
sold or which deregisters all securities then remaining unsold, shall be        
deemed to be incorporated by reference in this Registration Statement and       
to be a part hereof from the date of filing such documents. Any statement       
contained in a document incorporated or deemed to be incorporated by            
reference herein shall be deemed to be modified or superseded for               
purposes of this Registration Statement to the extent that a statement          
contained herein or in other subsequently filed document which also is or       
is deemed to be incorporated by reference herein modifies or supersedes         
such statement.  Any such statement so modified or superseded shall not         
be deemed, except as so modified or superseded, to constitute a part of         
this Registration Statement.                                                    

Item 6. Indemnification of Directors and Officers                               

As permitted by Section 102(b)(7) of the General Corporation Law of   
the State of Delaware (the "Delaware Law"), the Company's Certificate of        
Incorporation includes a provision that eliminates the personal liability       
of a director to the Company or its stockholders for monetary damages           
arising out of the director's breach of his or her fiduciary duty of            
care, except as follows.  A director remains potentially liable for             
monetary damages (unless otherwise permitted by applicable law) for (a)         
breach of the director's duty of loyalty to the Company or its                  
stockholders, (b) acts or omissions not in good faith or which involve          
misconduct or a knowing violation of law, (c) an improper payment of a          
dividend or an improper redemption or repurchase of the Company's stock         
(as provided in Section 174 of the Delaware Law) or (d) any transaction         
from which a director derives an improper personal benefit.  Any repeal         

II-1      

S-8 POS
4th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 4th
or modification of this provision will not affect any right or protection       
of a director that exists at the time of such repeal or modification.           

Section 145 of the Delaware Law empowers a Delaware corporation to    
indemnify any persons who are, or are threatened to be made, parties to         
any threatened, pending or completed legal action, suit or proceeding,          
whether civil, criminal, administrative or investigative (other than an         
action by or in the right of such corporation), by reason of the fact           
that such person is or was an officer, director, employee or agent of           
such corporation, or is or was serving at the request of such corporation       
as a director, officer, employee or agent of another corporation,               
partnership, joint venture, trust or other enterprise.  The indemnity may       
include expenses (including attorneys' fees), judgments, fines and              
amounts paid in settlement actually and reasonably incurred by such             
person in connection with such action, suit or proceeding, provided that        
such officer, director, employee or agent acted in good faith and in a          
manner he or she reasonably believed to be in or not opposed to the             
corporation's best interests, and, for criminal proceedings, had no             
reasonable cause to believe his or her conduct was unlawful.  A Delaware        
corporation may indemnify officers and directors in an action by or in          
the right of the corporation under the same conditions, except that no          
indemnification is permitted without judicial approval if the officer or        
director is adjudged to be liable to the corporation.  Where an officer         
or director is successful on the merits or otherwise in the defense of          
any action referred to above, the corporation must indemnify him or her         
against the expenses which such officer or director actually and                
reasonably incurred.                                                            

Article VII of the By-Laws of the Company provides in terms similar   
to those of Section 145 of the Delaware Law that the Company shall have         
power and shall be required to indemnify its directors and officers in          
accordance with the Delaware Law.                                               

Under the terms of various Directors and Officers Liability and       
Corporation Reimbursement Liability Policies, the directors and officers        
of the Company are insured, subject to applicable policy exclusions,            
limits and deductibles, against any loss incurred in connection with any        
claim made against them or any of them for any actual or alleged breach         
of duty, neglect, error, misstatement, misleading statement, omission or        
other act done or wrongfully attempted, or any matter not excluded by the       
terms and conditions of the policy, claimed against them solely by reason       
of their being directors or officers of the Company.  The foregoing             
statements are subject to the detailed provisions of such Policies.             

The Company has entered into indemnification agreements with each     
of its directors and officers.  Such indemnification agreements provide         
that the Company will pay certain amounts incurred by a director or             
officer in connection with any threatened, pending or completed action,         
suit or proceeding, whether civil, criminal, administrative or                  
investigative, and specifically including actions by or in the name of          
the Company (referred to as derivative suits), where the individual's           
involvement is by reason of the fact that he or she is or was a director        
or officer.  Such amounts include, to the maximum extent permitted by           
law, attorneys' fees, judgments, civil or criminal fines, settlement            
amounts, and other expenses customarily incurred in connection with legal       
proceedings.  Under each indemnification agreement, a director or officer       
will not be indemnified if he or she is found not to have acted in good         

II-2      

S-8 POS
5th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 5th
faith and in a manner he or she reasonably believed to be in or not             
opposed to the best interests of the Company. Each indemnification              
agreement provides a number of procedures and presumptions used in the          
determination of the right to indemnification, as well as a requirement         
that in order to receive an advancement of expenses, the director or            
officer must submit an undertaking to repay any expenses advanced on his        
or her behalf with respect to which it is later determined the director         
or officer was not entitled to receive.  Each indemnification agreement         
is effective for actions arising out of acts or omissions which may have        
occurred before or after the execution of such indemnification agreement.       
The foregoing statements are subject to the detailed provisions of such         
indemnification agreements.                                                     

Item 8. Exhibits                                                                

The following exhibits are filed as part of this Registration         
Statement:                                                                      

23   Consent of PricewaterhouseCoopers LLP                            
24   Power of Attorney                                                

Item 9. Undertakings                                                            

The Company 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 this   
       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 this Registration Statement;

       (iii)  To include any material information with
respect to the plan of distribution not previously
      disclosed in this Registration Statement or any material
       change to such information set forth in this Registration
Statement;                                        

provided, however, that the undertakings set forth in       
 paragraphs (i) and (ii) above do not apply if the information
  required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the    
Company pursuant to Section 13 or Section 15(d) of the      
Exchange Act that are incorporated by reference in this     
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    

II-3      

S-8 POS
6th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 6th
  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.     

  (4)  That, for purposes of determining any liability
 under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the    
Exchange Act (and each filing of each plan's annual report  
pursuant to Section 15(d) of the Exchange Act) that is      
  incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
  securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide    
offering thereof.                                           

     (5)  Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and   
controlling persons of the Company pursuant to the foregoing
  provisions, or otherwise, the Company has been advised that in
 the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore,    
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the     
  Company of expenses incurred or paid by a director, officer or
  controlling person of the Company 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 Company 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 Act and will be
governed by the final adjudication of such issue.           

The undersigned Company hereby undertakes to submit, in a timely      
manner, the plan and any amendment thereto to the Internal Revenue              
Service (the "IRS").                                                            

II-4      

S-8 POS
7th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 7th
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 Morris Plains,           
State of New Jersey, on this 2nd day of November, 1999.                         

              WARNER-LAMBERT COMPANY
              (Registrant)

          By            <F1>
                    ------------------------
                          Name:   Lodewijk J. R. de Vink
                          Title:  Chairman of the Board,
                               President and Chief
                             Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed below by the following persons in        
the capacities and on this 2nd day of November 1999.                            

Signature                             Title       
---------                             -----       

      <F1>                      Chairman of the Board,
-----------------------------           President, Chief Executive    
     Lodewijk J.R. de Vink               Officer and Director (Principal
                            Executive Officer)

 /s/ Ernest J. Larini                Chief Financial Officer and
-----------------------------           Executive Vice President,     
 Ernest J. Larini                  Administration (Principal
                            Financial Officer)

             <F1>                      Vice President and Controller
-----------------------------          (Principal Accounting Officer) 
Joseph E. Lynch                                         

<F1>                     Director         
-----------------------------                                         
Robert N. Burt                                        

<F1>                     Director         
-----------------------------                                         
Donald C. Clark                                         

II-5      

S-8 POS
8th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 8th
<F1>                     Director         
-----------------------------                                         
John A. Georges                                         

<F1>                     Director         
-----------------------------                                         
William H. Gray, III                                        

<F1>                     Director         
-----------------------------                                         
William R. Howell                                         

<F1>                     Director         
-----------------------------                                         
Dr. LaSalle D. Leffall, Jr.                                         

<F1>                     Director         
-----------------------------                                         
George A. Lorch                                         

<F1>                     Director         
-----------------------------                                         
Alex J. Mandl                                         

<F1>                     Director         
-----------------------------                                         
Michael I. Sovern                                         

[FN]                                                                            
<F1>  By signing his name hereto, Ernest J. Larini signs this Registration      
Statement on behalf of each of the persons indicated above pursuant 
to a power of attorney duly executed by such persons and filed with 
the Securities and Exchange Commission.                             

II-6      

S-8 POS
9th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 9th
Pursuant to the requirements of the Securities Act of 1933, the 
trustees (or other persons who administer the employee benefit plan) have       
duly caused this Registration Statement to be signed on its behalf by the       
undersigned, thereunto duly authorized, in the city of Morris Plains,           
State of New Jersey, on the 2nd day of November, 1999.                          

                          Warner-Lambert Company Savings and
      Stock Plan

                 By:  /s/ Ernest J. Larini
                             -------------------------------
                      Name:   Ernest J. Larini
                             Title:  Chief Financial Officer
                                and Executive Vice
                                       President, Administration

II-7      

S-8 POS
10th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 10th
Pursuant to the requirements of the Securities Act of 1933, the 
trustees (or other persons who administer the employee benefit plan) have       
duly caused this Registration Statement to be signed on its behalf by the       
undersigned, thereunto duly authorized, in the city of Morris Plains,           
State of New Jersey, on the 2nd day of November, 1999.                          

                          Warner-Lambert Company Savings and
                          Stock Plan for Colleagues in
         Puerto Rico

                 By:  /s/ Ernest J. Larini
                          ----------------------------
                      Name:   Ernest J. Larini
                             Title:  Chief Financial Officer
                                and Executive Vice
                                       President, Administration

II-8      

S-8 POS
Last Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 11th
INDEX TO EXHIBITS       

Exhibit                         Description                   
Number                                                        
---------                       -------------                   

23                  Consent of PricewaterhouseCoopers LLP     
24                  Power of Attorney                         

II-9        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		11/2/99		1
		6/30/99		3					10-Q
		3/31/99		3					10-Q
		12/31/98		3					10-K405,  10-K405/A,  11-K
									List all Filings