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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2005
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Registration No. 333- ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MASCO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-1794485
(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.)
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(313) 274-7400
(Address of Principal Executive Offices)
MASCO CORPORATION 2005 LONG TERM STOCK INCENTIVE PLAN
(Full Title of the Plan)
JOHN R. LEEKLEY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
MASCO CORPORATION
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(313) 274-7400
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
---------------------------- -------------------- --------------------- ------------------------- -------------------
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to Offering Price Aggregate Amount of
Registered be Registered (1) Per Share(2) Offering Price(2) Registration Fee(2)
---------------------------- -------------------- --------------------- ------------------------- -------------------
Common Stock (par value
$1.00 per share)(3) 25,000,000 $32.84 $821,000,000 $96,631.70
---------------------------- -------------------- --------------------- ------------------------- -------------------
(1) Pursuant to Rule 416(a), this Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may be
issuable by reason of the antidilution provisions of the Incentive Plan
in the event of stock splits, stock dividends or similar transactions.
(2) Computed solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and based on the average of the high and low
prices of the Common Stock on the New York Stock Exchange July 19,
2005.
(3) Includes related Preferred Stock Purchase Rights under the Registrant's
Rights Agreement.
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 (the "Commission") are hereby incorporated herein by reference:
(a) Masco Corporation's (the "Company's") Annual Report on Form 10-K
for the fiscal year ended December 31, 2004.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005.
(c) The Company's Current Reports on Form 8-K dated January 1, 2005,
March 22, 2005, April 5, 2005, May 10, 2005 and June 10, 2005 and Amendment No.
1 dated February 2, 2005 to Current Report on Form 8-K dated December 7, 2004.
(d) The description of the Company's common stock contained in the
amendment on Form 8 dated May 22, 1991 to the Company's registration statement
on Form 8-A (except that the transfer agent and registrar is now The Bank of New
York, New York, New York) and the description of the Company's preferred stock
purchase rights contained in the amendment on Form 8-A 12B/A dated March 18,
1999 to its registration statement on Form 8-A (except that each outstanding
share of common stock has one-half of one right to purchase one one-thousandth
of a share of preferred stock).
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15 (d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which is also incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent of
the Company or is or was serving as such with respect to another corporation or
other entity at the request of the Company. Article Fifteenth of the Company's
Restated Certificate of Incorporation provides that each person who was or is
made a party to (or is threatened to be made a party to) or is otherwise
involved in any action, suit or proceeding by reason of the fact that such
person is or was a
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director, officer or employee of the Company shall be indemnified and held
harmless by the Company to the fullest extent permitted by the General
Corporation Law of Delaware against all expense, liability and loss (including
without limitation attorneys' fees, judgements, fines and amounts paid in
settlement) reasonably incurred by such person in connection therewith. The
rights conferred by Article Fifteenth are contractual rights and include the
right to be paid by the Company the expenses incurred in defending such action,
suit or proceeding in advance of the final disposition thereof.
Article Fourteenth of the Company's Restated Certificate of
Incorporation provides that the Company's directors will not be personally
liable to the Company or its stockholders for monetary damages resulting from
breaches of their fiduciary duty as directors except (a) for any breach of the
duty of loyalty to the Company or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (c) under Section 174 of the General Corporation Law of Delaware, which
makes directors liable for unlawful dividends or unlawful stock repurchases or
redemptions, or (d) for transactions from which directors derive improper
personal benefit.
The Company's directors and officers are covered by insurance policies
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws (other than liability under Section 16(b) of the
1934 Act), which might be incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
4.a Restated Certificate of Incorporation of the Company and
amendments thereto. Incorporated by reference to the
Exhibits filed with the Company's Annual Report on Form
10-K for the year ended December 31, 2002.
4.b Bylaws of the Company, as amended December 5, 2001.
Incorporated by reference to the Exhibits filed with the
Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
*5 Opinion of John R. Leekley
*23.a Consent of PricewaterhouseCoopers LLP.
*23.b Consent of John R. Leekley, which is included as part of
Exhibit 5.
*24 Power of Attorney, included on the Signatures page of
this Registration Statement on Form S-8.
99 Masco Corporation 2005 Long Term Stock Incentive Plan.
Incorporated by reference to the Exhibit filed with the
Company's Current Report on Form 8-K dated May 10, 2005.
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*Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Taylor and the State of Michigan on this 26th day of
July, 2005.
MASCO CORPORATION
By /s/Richard A. Manoogian
-----------------------------------
Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard A. Manoogian and Eugene A.
Gargaro, Jr., and each of them, his or her true and lawful attorneys-in-fact and
agents, each 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 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, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or would do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or his or their substitute or substitutes may 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
PRINCIPAL EXECUTIVE OFFICER:
/s/ Richard A. Manoogian Chairman of the Board July 26, 2005
------------------------------------ and Chief Executive Officer
Richard A. Manoogian
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ Timothy Wadhams Senior Vice President and
------------------------------------ Chief Financial Officer July 26, 2005
Timothy Wadhams
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/s/ Dennis W. Archer Director July 26, 2005
------------------------------------
Dennis W. Archer
/s/ Thomas G. Denomme Director July 26, 2005
------------------------------------
Thomas G. Denomme
/s/ Peter A. Dow Director July 26, 2005
------------------------------------
Peter A. Dow
/s/ Anthony F. Earley, Jr. Director July 26, 2005
---------------------------
Anthony F. Earley, Jr.
/s/ Verne G. Istock Director July 26, 2005
------------------------------------
Verne G. Istock
/s/ David L. Johnston Director July 26, 2005
------------------------------------
David L. Johnston
/s/ J. Michael Losh Director July 26, 2005
------------------------------------
J. Michael Losh
/s/ Mary Ann Van Lokeren Director July 26, 2005
---------------------------
Mary Ann Van Lokeren
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INDEX TO EXHIBITS
Exhibit No. Description
4.a Restated Certificate of Incorporation of the Company and
amendments thereto. Incorporated by reference to the
Exhibits filed with the Company's Annual Report on Form
10-K for the year ended December 31, 2002.
4.b Bylaws of the Company, as amended December 5, 2001.
Incorporated by reference to the Exhibits filed with the
Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
*5 Opinion of John R. Leekley
*23.a Consent of PricewaterhouseCoopers LLP.
*23.b Consent of John R. Leekley, which is included as part of
Exhibit 5.
*24 Power of Attorney, included on the Signatures page of
this Registration Statement on Form S-8.
99 Masco Corporation 2005 Long Term Stock Incentive Plan.
Incorporated by reference to the Exhibit filed with the
Company's Current Report on Form 8-K dated May 10, 2005.
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*Filed herewith.
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