As filed with the Securities and Exchange Commission on November 1, 2001
Registration No. 333-________
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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 ESTEE LAUDER COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2408943
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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 ESTEE LAUDER COMPANIES INC.
FISCAL 1999 SHARE INCENTIVE PLAN
(Full Title of Plan)
Paul E. Konney, Esq.
Senior Vice President, General Counsel and Secretary
The Estee 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)
Copies to:
Jeffrey J. Weinberg, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of
Offering Price Per Aggregate Offering Registration
Registered(1)(2) Share(1) Price(1) Fee(1)
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Class A Common Stock, par value $0.01 per
share 387,711 shares -- -- --
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(1) Pursuant to Instruction E of Form S-8 and the telephonic interpretation of
the Securities and Exchange Commission (the "Commission") set forth in Section
G. Securities Act Forms, No. 89 ("Interpretation 89"), of the Division of
Corporation Finance's Manual of Publicly Available Telephone Interpretations
dated July 1997, the 387,711 shares of Class A Common Stock, par value $0.01 per
share, registered hereby (the "Shares") are being carried forward from a
Registration Statement on Form S-8 filed on November 17, 1995 (Registration No.
33-99554) (the "November 1995 Form S-8") in connection with The Estee Lauder
Companies Inc. Fiscal 1996 Share Incentive Plan and Employment Agreements. A
total registration fee of $51,610 was paid with respect to the November 1995
Form S-8. Pursuant to Instruction E to Form S-8 and Interpretation 89, no
additional registration fee is due with respect to the Shares registered hereby.
(2) 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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NY2:\1086462\03\N@B$03!.DOC\44090.0009
EXPLANATORY NOTE
This Registration Statement registers 387,711 additional shares of
Class A common stock of The Estee Lauder Companies Inc. (the "Company"), par
value $0.01 per share (the "Class A Common Stock"), for issuance pursuant to
benefits awarded under the Company's Fiscal 1999 Share Incentive Plan. The
contents of an earlier Registration Statement on Form S-8 filed with respect to
the Company's Fiscal 1999 Share Incentive Plan, as filed with the Securities and
Exchange Commission on November 5, 1998, Registration No. 333-66851, are hereby
incorporated by reference.
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 this 31st day of
October, 2001.
THE ESTEE LAUDER COMPANIES INC.
By: /s/ Richard W. Kunes
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Name: Richard W. Kunes
Title: Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Leonard A. Lauder, Ronald S.
Lauder, Fred H. Langhammer, Paul E. Konney and Richard W. Kunes, 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.
Signature Title Date
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/s/ Fred H. Langhammer President, Chief Executive Officer and October 31, 2001
---------------------------------------- Director
Fred H. Langhammer (Principal Executive Officer)
/s/ Leonard A. Lauder Chairman of the Board of Directors October 31, 2001
----------------------------------------
Leonard A. Lauder
/s/ Charlene Barshefsky Director October 31, 2001
----------------------------------------
Charlene Barshefsky
/s/ Lynn Forester Director October 31, 2001
----------------------------------------
Lynn Forester
/s/ Irvine O. Hockaday, Jr. Director October 31, 2001
----------------------------------------
Irvine O. Hockaday, Jr.
/s/ Ronald S. Lauder Director October 31, 2001
----------------------------------------
Ronald S. Lauder
/s/ William P. Lauder Director October 31, 2001
----------------------------------------
William P. Lauder
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/s/ Richard D. Parsons Director October 31, 2001
----------------------------------------
Richard D. Parsons
/s/ Marshall Rose Director October 31, 2001
----------------------------------------
Marshall Rose
/s/ Faye Wattleton Director October 31, 2001
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Faye Wattleton
/s/ Richard W. Kunes Senior Vice President and Chief October 31, 2001
---------------------------------------- Financial Officer
Richard W. Kunes (Principal Financial and Accounting
Officer)
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EXHIBIT INDEX
4(a) - Form of Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to Amendment No. 3 to the
Company's Registration Statement on Form S-1 (No. 33-97180),
dated as of November 13, 1995).
4(b) - 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).
4(c) - Form of Amended and Restated By-Laws (incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1999).
4(d) - The Estee Lauder Companies Inc. Fiscal 1999 Share Incentive
Plan (incorporated by reference to Exhibit 4(c) to the
Company's Registration Statement on Form S-8 (No.
333-66851), filed with the Securities and Exchange
Commission on November 5, 1998).
5 - Opinion of Weil, Gotshal & Manges LLP.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5).
24 - Power of Attorney (included as part of the signature page to
this Registration Statement and incorporated herein by
reference).
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