As filed with the Securities and Exchange Commission on July 22, 2005
Registration No. 33-99554
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post Effective Amendment No. 2 To
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 1996 SHARE INCENTIVE PLAN
AND EMPLOYMENT AGREEMENTS
(Full Title of Plan)
Sara E. Moss, Esq.
Executive 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
EXPLANATORY STATEMENT
A total of 9,925,000 shares of Class A common stock, par value $0.01
per share, of The Estee Lauder Companies Inc., a Delaware Corporation (the
"Company" or "Registrant") (as adjusted for stock splits), were initially
registered in connection with the Company's Fiscal 1996 Share Incentive Plan and
Employment Agreements (collectively, the "1996 Plan"), which shares were
registered on a Registration Statement on Form S-8 filed on November 17, 1995
(Registration No. 33-99554)(the "November 1995 Form S-8"). On November 1, 2001,
the total was reduced by 387,711 shares to 9,537,289 pursuant to Amendment No. 1
to the November 1995 Form S-8. Of the 9,537,289 remaining shares registered in
the November 1995 Form S-8, 206,674 shares were subject to options or stock
units that were forfeited or cancelled under the 1996 Plan and were carried
forward to the Registrant's Fiscal 2002 Share Incentive Plan. Pursuant to
Instruction E to Form S-8 and the telephonic interpretation of the Securities
and Exchange Commission set forth in Section G. Securities Act Forms, No. 89, of
the Division of Corporation Finance's Manual of Publicly Available Telephone
Interpretations dated July 1997, 206,674 shares of the Registrant's Class A
common stock registered on the November 1995 Form S-8 are being carried forward
to, and deemed covered by, the registration statement on the separate Form S-8
filed concurrently herewith in connection with the Registrant's Fiscal 2002
Share Incentive Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction E to Form S-8, the contents of
the November 1995 Form S-8 filed by the Registrant with respect to the
securities offered by the 1996 Plan are hereby incorporated by reference herein.
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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 this 21st day of July,
2005.
THE ESTEE LAUDER COMPANIES INC.
By: /s/ Richard W. Kunes
----------------------------------
Name: Richard W. Kunes
Title: Executive Vice President and
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 William P. Lauder, Richard W.
Kunes and Sara E. Moss, 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
--------- ----- ----
/s/ William P. Lauder President, Chief Executive July 21, 2005
------------------------------- Officer and Director
William P. Lauder (Principal Executive Officer)
/s/ Leonard A. Lauder Chairman of the Board of July 21, 2005
------------------------------- Directors
Leonard A. Lauder
/s/ Charlene Barshefsky Director July 21, 2005
-------------------------------
Charlene Barshefsky
/s/ Rose Marie Bravo Director July 21, 2005
-------------------------------
Rose Marie Bravo
/s/ Mellody Hobson Director July 21, 2005
-------------------------------
Mellody Hobson
/s/ Irvine O. Hockaday, Jr. Director July 21, 2005
-------------------------------
Irvine O. Hockaday, Jr.
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/s/ Aerin Lauder Director July 21, 2005
-------------------------------
Aerin Lauder
/s/ Ronald S. Lauder Director July 21, 2005
-------------------------------
Ronald S. Lauder
/s/ Richard D. Parsons Director July 21, 2005
-------------------------------
Richard D. Parsons
/s/ Marshall Rose Director July 21, 2005
-------------------------------
Marshall Rose
/s/ Lynn Forester de Rothschild Director July 21, 2005
-------------------------------
Lynn Forester de Rothschild
/s/ Barry S. Sternlicht Director July 21, 2005
-------------------------------
Barry S. Sternlicht
/s/ Richard W. Kunes Executive Vice President and July 21, 2005
------------------------------- Chief Financial Officer
Richard W. Kunes (Principal Financial and
Accounting Officer)
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