As filed with the Securities and Exchange Commission on May 14, 2003
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE SHERWIN-WILLIAMS COMPANY
(Exact name of registrant as specified in its charter)
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OHIO 34-0526850
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
101 PROSPECT AVENUE, N.W.
CLEVELAND, OHIO 44115
(Address, including zip code, of principal executive offices)
THE SHERWIN-WILLIAMS COMPANY
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
(Full title of the plan)
L.E. STELLATO
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE SHERWIN-WILLIAMS COMPANY
101 PROSPECT AVENUE, N.W.
CLEVELAND, OHIO 44115
(216) 566-2000
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate offering Amount of
be Registered Registered (1,2) per share (3) price (3) registration fee
------------------------ ----------------------- ------------------------ -------------------------- ---------------------
Common Stock, $1.00
par value per share (4) 12,000,000 shares $27.43 $329,160,000 $26,629
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(1) 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 plan described herein.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of additional shares
as may be issuable as a result of the anti-dilution provisions of the employee
benefit plan described herein.
(3) This amount is estimated in accordance with Rule 457 solely for the purpose
of calculating the registration fee based upon the average of the high and low
prices of our Common Stock as reported on the New York Stock Exchange on May 8,
2003.
(4) Shares of our Common Stock are accompanied by rights to purchase our
Cumulative Redeemable Serial Preferred Stock issued pursuant to a Rights
Agreement, dated as of April 23, 1997. Until the occurrence of certain
prescribed events, none of which has occurred, these rights are not exercisable,
are evidenced by the certificates representing our Common Stock, and will be
transferred only with our Common Stock.
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REGISTRATION OF ADDITIONAL SHARES
Pursuant to General Instruction E of Form S-8, this Registration
Statement registers an additional 12,000,000 shares of the Registrant's Common
Stock, par value $1.00, to be available for purchase under The Sherwin-Williams
Company Employee Stock Purchase and Savings Plan ("Plan"). The Registrant
previously registered shares of its Common Stock for purchase under the Plan on
Post-Effective Amendment Number 5 to Registration Statement Number 2-80510,
filed on Form S-8, and Registration Statement Number 33-62229, filed on Form
S-8. The contents of such registration statements, including all exhibits
thereto, are incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The exhibits to this Registration Statement are listed in the Exhibit
Index on page 4, which information is incorporated herein by reference.
SIGNATURES
The Registrant. 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 Cleveland, State of Ohio, on May 14, 2003.
The Sherwin-Williams Company
By: /s/ L.E. Stellato
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L.E. Stellato,
Vice President, General Counsel and
Secretary
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.
* C. M. CONNOR Chairman and Chief Executive Officer,
-------------------------------------- Director (Principal Executive Officer)
C. M. Connor
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* J. M. SCAMINACE President and Chief Operating Officer,
-------------------------------------- Director
J. M. Scaminace
* S. P. HENNESSY Senior Vice President -- Finance
-------------------------------------- and Chief Financial Officer
S. P. Hennessy (Principal Financial Officer)
* J. L. AULT Vice President -- Corporate Controller
-------------------------------------- (Principal Accounting Officer)
J. L. Ault
* J. C. BOLAND Director
--------------------------------------
J. C. Boland
* J. G. BREEN Director
--------------------------------------
J. G. Breen
* D. E. COLLINS Director
--------------------------------------
D. E. Collins
* D. E. EVANS Director
--------------------------------------
D. E. Evans
* S. J. KROPF Director
--------------------------------------
S. J. Kropf
* R. W. MAHONEY Director
--------------------------------------
R. W. Mahoney
* G. E. MCCULLOUGH Director
--------------------------------------
G. E. McCullough
* A. M. MIXON, III Director
--------------------------------------
A. M. Mixon, III
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* C. E. MOLL Director
--------------------------------------
C. E. Moll
* R. K. SMUCKER Director
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R. K. Smucker
* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-named officers and
directors of the Registrant pursuant to powers of attorney executed by each
such officer and director and filed herewith.
By: /s/ L.E. Stellato May 14, 2003
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L. E. Stellato, Attorney-in-fact
The Plan. 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 Cleveland, State of Ohio,
on May 14, 2003.
The Sherwin-Williams Company Employee Stock
Purchase and Savings Plan, by The
Sherwin-Williams Company Employee Stock Purchase
and Savings Plan Administration Committee as
named fiduciary and not in its individual
capacity
By: /s/ L.E. Stellato
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L.E. Stellato,
Member of The Sherwin-Williams
Company Employee Stock Purchase and Savings Plan
Administration Committee
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EXHIBIT INDEX
Exhibit Description
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4.1 Amended and Restated Articles of Incorporation of the Registrant, as
amended through May 1, 2001, filed as Exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, and incorporated herein by reference.
4.2 Regulations of the Registrant, as amended, dated
April 27, 1988, filed as Exhibit 4(b) to
Post-Effective Amendment No. 1, dated April 29, 1988,
to Form S-8 Registration Statement Number 2-91401,
and incorporated herein by reference.
4.3 Rights Agreement between the Registrant and The Bank
of New York, as successor Rights Agent to KeyBank
National Association, dated April 23, 1997, filed as
Exhibit 1 to Form 8-A, dated April 24, 1997, and
incorporated herein by reference.
5 Opinion of L.E. Stellato (filed herewith).
23.1 Consent of L.E. Stellato, included in Exhibit 5 (filed herewith).
23.2 Consent of Ernst & Young LLP, Independent Auditors (filed herewith).
24 Powers of Attorney (filed herewith).
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