As filed with the Securities and Exchange Commission on April 16, 2003
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
450 5TH STREET N.W.
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PFIZER INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-5315170
(State of Incorporation) (I.R.S. Employer Identification No.)
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(Address of Principal Executive Offices)
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PHARMACIA CORPORATION MANAGEMENT INCENTIVE PLAN
PHARMACIA CORPORATION 1996 LONG-TERM INCENTIVE PLAN
PHARMACIA CORPORATION 2001 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
MARGARET M. FORAN, ESQ.
PFIZER INC.
235 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5755
(Name and Address of Agent for Service)
(212) 773-4802
(Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED(2) OFFERING PRICE PER AGGREGATE REGISTRATION
REGISTERED(1) SHARE(3) OFFERING PRICE(3) FEE(3)
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Common Stock, $.05 61,313,102 shs. $31.80 $1,949,756,643.60 $157,735.31
par value
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1 Includes Pfizer Preferred Stock purchase rights which, until events
specified in Pfizer's Rights Agreement occur, will not be exercisable or
evidenced separately from the common stock.
2 Represents 18,146,781 shares of common stock under Pharmacia Corporation
Management Incentive Plan; 679,524 shares of common stock under Pharmacia
Corporation 1996 Long-Term Incentive Plan; and 42,486,797 shares of common
stock under Pharmacia Corporation 2001 Long-Term Incentive Plan.
3 Estimated to calculate the registration fee based on the average of the
high and low prices of Pfizer Inc. Common Stock for New York Stock Exchange
Composite Transactions on April 11, 2003, as reported in The Wall Street
Journal
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following are incorporated by reference:
o the Annual Report of Pfizer Inc. on Form 10-K for the year ended
December 31, 2002,
o all other reports we subsequently filed under Sections 13(a) or
15(d) of the Securities Exchange Act of 1934,
o the description of our common stock contained in our Registration
Statement filed under Section 12 of the Securities Exchange Act of
1934, including all amendments and reports updating the description,
o the Annual Report of Pharmacia Corporation on Form 10-K for the year
ended December 31, 2002, and
o all other reports subsequently filed by Pharmacia Corporation under
Sections 13(a) or 15(d) of the Securities and Exchange Act of 1934.
All documents later filed by us under Section 13(a), 13(c), 14, and 15(d)
of the Securities Exchange Act of 1934, before we file a post-effective
amendment that indicates all securities offered have been sold or which
deregisters all securities that have not been sold, will be incorporated by
reference and will be a part of this filing from the date that document was
filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities has been passed upon by Margaret M. Foran,
Esq., Vice President--Corporate Governance and Secretary for the Company. Ms.
Foran beneficially owns Common Stock and options to purchase Common Stock
granted under the Pfizer Inc. Stock and Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware permits a
corporation to indemnify any person who is or has been a director, officer,
employee or agent of the corporation or who is or has been serving as director,
officer, employee or agent of another corporation, organization or enterprise at
the request of the corporation, against all liability and expenses (including,
but not limited to, attorneys' fees and disbursements and amounts paid in
settlement or in satisfaction of judgments or as fines or penalties) incurred or
paid in connection with any claim, action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise, in which he/she may be
involved by reason of the fact that he/she served or is serving in these
capacities, if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interest of the corporation and,
with respect to any criminal action or proceeding, had no cause to believe
his/her conduct was unlawful. In the case of a claim, action, suit or proceeding
made or brought by or in the right of the corporation to procure a recovery or
judgment in its favor, the corporation shall not indemnify such person in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation for negligence or misconduct in the performance
of his/her duty to the corporation, except for such expenses as the court may
allow. Any such person who has been wholly successful on the merits or otherwise
with respect to any such claim, action, suit or proceeding or with respect to
any claim, issue or matter therein, shall be indemnified as of right against all
expenses in connection therewith or resulting therefrom.
Pursuant to Article V, Section 1 of our By-Laws, we will indemnify
directors and officers to the fullest extent permitted by applicable law as it
presently exists or is amended. We are insured against actions taken under our
By-Laws and the directors and officers are insured directly at our expense
against such liabilities for
which indemnification is not made. We have entered into agreements with our
directors and certain of our officers requiring us to indemnify such persons to
the fullest extent permitted by our By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
5 -- Opinion and Consent of Margaret M. Foran, Esq., Vice President -
Corporate Governance and Secretary.
23(i) -- Consent of KPMG LLP, independent auditors.
23(ii) -- Consent of PricewaterhouseCoopers LLP, independent accountants.
23(iii) -- Consent of Deloitte & Touche LLP, independent auditors.
ITEM 9. UNDERTAKINGS
The Company 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 of 1933;
(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) which, individually or in the
aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information about the plan of
distribution not already disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) that, for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be a new
registration statement relating to the securities offered, and the
offering of such securities at that time will be viewed as the
initial bona fide offering.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
end of the offering.
(4) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement will be a new registration statement relating
to the securities offered, and the offering of such securities at
that time shall be viewed as the initial bona fide offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant under the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
unenforceable. In the event that a claim for
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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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Under the requirements of the Securities Act of 1933, the Registrant has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has caused this Registration Statement to be signed on its
behalf by the authorized signer in The City of New York, State of New York, on
the 16th day of April, 2003.
PFIZER INC
By /s/ HENRY A. MCKINNELL
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HENRY A. MCKINNELL
Chairman of the Board , Chief Executive
Officer and Director
(Principal Executive Officer)
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------------------------- ------------------------ ---------------
/s/ HENRY A. MCKINNELL Chairman of the Board, April 16, 2003
--------------------------- Chief Executive Officer
(Henry A. McKinnell) and Director (Principal
Executive Officer)
/s/ DAVID L. SHEDLARZ Executive Vice President April 16, 2003
--------------------------- and Chief Financial
(David L. Shedlarz) Officer (Principal
Financial Officer)
/s/ LORETTA V. CANGIALOSI Vice President - April 16, 2003
--------------------------- Controller (Principal
(Loretta V. Cangialosi) Accounting Officer)
/s/ MICHAEL S. BROWN Director April 16, 2003
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(Michael S. Brown)
/s/ M. ANTHONY BURNS Director April 16, 2003
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(M. Anthony Burns)
/s/ ROBERT N. BURT Director April 16, 2003
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(Robert N. Burt)
/s/ W. DON CORNWELL Director April 16, 2003
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(W. Don Cornwell)
/s/ WILLIAM H. GRAY, III Director April 16, 2003
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(William H. Gray, III)
/s/ CONSTANCE J. HORNER Director April 16, 2003
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(Constance J. Horner)
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/s/ WILLIAM R. HOWELL Director April 16, 2003
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(William R. Howell)
/s/ STANLEY O. IKENBERRY Director April 16, 2003
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(Stanley O. Ikenberry)
/s/ HARRY P. KAMEN Director April 16, 2003
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(Harry P. Kamen)
/s/ GEORGE A. LORCH Director April 16, 2003
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(George A. Lorch)
/s/ DANA G. MEAD Director April 16, 2003
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(Dana G. Mead)
/s/ FRANKLIN D. RAINES Director April 16, 2003
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(Franklin D. Raines)
/s/ RUTH J. SIMMONS Director April 16, 2003
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(Ruth J. Simmons)
/s/ WILLIAM C. STEERE, JR. Director April 16, 2003
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(William C. Steere, Jr.)
/s/ JEAN-PAUL VALLES Director April 16, 2003
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(Jean-Paul Valles)
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EXHIBIT INDEX
EXHIBIT
5 -- Opinion and Consent of Margaret M. Foran, Esq., Vice President -
Corporate Governance and Secretary.
23(i) -- Consent of KPMG LLP, independent auditors.
23(ii) -- Consent of PricewaterhouseCoopers LLP, independent accountants.
23(iii) -- Consent of Deloitte & Touche LLP, independent auditors.
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