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Registration Statement No. 33-XXXXX
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
E. I. DU PONT DE NEMOURS AND COMPANY
(Exact name of registrant as specified in its charter)
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| DELAWARE
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1007 MARKET STREET
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51-0014090 |
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WILMINGTON, DELAWARE 19898 |
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| (State or other jurisdiction
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(Address of principal
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(I.R.S. Employer |
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executive offices)
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identification no.) |
E. I. DU PONT DE NEMOURS AND COMPANY
MANAGEMENT DEFERRED COMPENSATION PLAN
(Full title of the plans)
JEFFREY L. KEEFER, EXECUTIVE VICE PRESIDENT—DUPONT FINANCE
E. I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(Name and address of agent for service)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE:
302-774-1000
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
FROM TIME TO TIME AFTER EFFECTIVE DATE OF REGISTRATION STATEMENT
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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Amount |
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Offering |
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Aggregate |
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Amount of |
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Title of Securities |
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to be |
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Price Per |
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Offering |
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Registration |
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to be Registered |
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Registered1 |
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Share2 |
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Price |
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Fee |
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Common Stock $.30 par value |
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100,000 |
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$48.88 |
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$4,888,888 |
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$192.10 |
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E. I. du Pont de Nemours and Company (“DuPont” or “Registrant”) is filing
this Registration Statement on Form S-8 to register the offering of shares of
DuPont Common Stock, par value $0.30 per share, under the E. I. du Pont de
Nemours and Company Management Deferred Compensation Plan (the “Plan”). This
Registration Statement shall also cover any additional shares which become
issuable under the Plan by reason of any stock dividend, stock split,
capitalization of reserves and premiums or other similar transaction effected
without the receipt of consideration which results in an increase in the number
of the outstanding shares of DuPont. The shares issued under the Plan may, in
whole or in part, be authorized but unissued shares or shares that shall have
been or may be reacquired by the Registrant in the open market, private
transactions or otherwise. The obligations under the Plan are unsecured
obligations of the Company to pay deferred compensation in accordance with the
terms of the Plan. |
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Calculated solely for the purposes of this offering under Rule 457(c) and
Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low prices of the Registrant’s common shares as
reported on The New York Stock Exchange on April 29, 2008. |
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The documents listed below, previously filed with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement:
(a) DuPont’s Annual Report on Form 10-K, for the year ended December 31, 2007 filed with the
SEC on February 19, 2008, and Amendment No. 1 thereto, filed with the SEC on April 23, 2008; and
(b) DuPont’s Quarterly Report on Form 10-Q, for quarter ended March 31, 2008 and DuPont’s
Current Reports on Form 8-K filed with the SEC on January 9, 2008 (under Item 2.06), February 5,
2008, March 11, 2008 and May 2, 2008.
All documents subsequently filed by DuPont pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of DuPont Common Stock
Holders of DuPont Common Stock are entitled to receive dividends that may be declared by the
Board of Directors of DuPont from surplus or net earnings, but not until all cumulative dividends
on preferred stock shall have been declared and set apart for payment at the annual rates of $4.50
a share for the $4.50 Series and $3.50 a share for the $3.50 Series. Holders of DuPont Common Stock
have the right to vote on all questions to the exclusion of all other stockholders, except as
otherwise expressly provided by law or unless DuPont shall be in default in the payment of
dividends on preferred stock for a period of six months. In the latter event, until accumulated and
unpaid dividends on preferred stock of all series shall have been paid, the holders of the
outstanding preferred stock shall have the exclusive right, voting separately and as a class, to
elect two directors, or if the total number of directors of DuPont be only three, then only one
director, at each meeting of stockholders held for the purpose of electing directors.
On liquidation, dissolution, or winding up of DuPont, whether voluntary or involuntary, after
payments have been made to holders of preferred stock, holders of DuPont Common Stock have the
right to share ratably the remaining assets available for distribution. In the event of voluntary
liquidation, holders of preferred stock are entitled to accumulated dividends and $115 a share for
the $ 4.50 Series and $107 a share for the $3.50 Series; in the event of involuntary liquidation,
holders of both series are entitled to accumulated dividends and $100 a share. Holders of DuPont
Common Stock do not have any preemptive rights.
Item 5. Interests of Named Experts and Counsel
The validity of the issue of DuPont Common Stock offered hereby has been passed on by Stacey
J. Mobley, Esq., Senior Vice President and Chief Administrative Officer and General Counsel of
DuPont. Mr. Mobley beneficially owned as of May 2, 2008 618,203 shares of DuPont Common Stock,
including 569,699 shares of which he has the right to acquire beneficial ownership within 60 days
under DuPont’s compensation plans.
Item 6. Indemnification of Directors and Officers
Under provisions of the Bylaws of DuPont, each person who is or was a director or officer of
DuPont shall be indemnified by DuPont to the full extent permitted or authorized by the General
Corporation Law of Delaware against any liability, cost or expense asserted against such director
or officer and incurred by such director or officer in any such person’s capacity as director or
officer, or arising out of any such person’s status as a director or officer. DuPont has purchased
liability insurance policies covering its directors and officers to provide protection where DuPont
cannot indemnify a director or officer.
Item 8. Exhibits
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Filed |
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Incorporated by Reference |
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Herewith |
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Exhibit |
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Form |
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File No. |
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Filing Date |
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Exhibit No. |
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(a) |
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DuPont’s Restated Certificate of Incorporation, effective May
29, 1997, defining rights of holders of DuPont Common Stock |
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10-K |
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2/19/2008 |
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(b) |
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E. I. du Pont de Nemours and Company Management Deferred
Compensation Plan |
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8-K |
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5/2/2008 |
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10.1 |
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Opinion of Counsel dated May 2, 2008 |
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(a) |
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Consent of Independent Registered Public Accounting Firm
dated May 2, 2008 |
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(b) |
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Consent of Stacey J. Mobley, Esq. included in the opinion
filed as Exhibit 5(a) to this Registration Statement dated
May 2, 2008 |
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Powers of attorney authorizing certain officers to sign the
registration statement and amendments thereto on behalf of
officers and directors |
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Item 9. S-K Item 512 Undertakings
(a) The undersigned registrant hereby undertakes:
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To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement. |
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To include any prospectus required by section 10(a)(3) of the Securities Act of
1933; |
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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
thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement; and |
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To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that paragraphs
(a)(l)(i) and (a)(l)(ii) do not apply if the registration statement 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. |
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That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
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To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering. |
(b) The undersigned registrant hereby undertakes 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 shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant pursuant to 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, therefore, unenforceable. In the event that a claim for 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.
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 Wilmington, State of Delaware, on May 2, 2008.
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E. I. DU PONT DE NEMOURS AND COMPANY
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By: |
/s/ Jeffrey L. Keefer
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Jeffrey L. Keefer |
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Executive Vice President—DuPont Finance
and Chief Financial Officer |
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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.
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C. O. Holliday, Jr., Chairman and Director
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J. T. Dillon, Director |
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R. H. Brown, Director
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E. I. du Pont, Director |
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R. A. Brown, Director
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M. A. Hewson, Director |
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B. P. Collomb, Director
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L. D. Juliber, Director |
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C. J. Crawford, Director
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S. O’Keefe, Director |
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A. M. Cutler, Director
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W. K. Reilly, Director |
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By:
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/s/ Stacey J. Mobley
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By:
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/s/ Jeffrey L. Keefer |
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Stacey J. Mobley
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Jeffrey L. Keefer |
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Senior Vice President and
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Executive Vice President—DuPont Finance |
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Chief Administrative Officer and
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and Chief Financial Officer |
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General Counsel—DuPont Legal
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(Attorney-In-Fact for above Directors) |
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(Attorney-In-Fact for above Directors)
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(May 2, 2008) |
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(May 2, 2008) |
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Powers of attorney authorizing Jeffrey L. Keefer and Stacey J. Mobley jointly, to sign the
registration statement and amendments thereto on behalf of the above-named directors and officers
are filed with the registration statement.
Pursuant to the requirement of the Securities Act of 1933, the trustees (or other persons who
administer the employee benefit plan) have duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on May 2,
2008.
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E. I. du Pont de Nemours and Company
Management Deferred Compensation Plan
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By: |
/s/ Robert W. Slone
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Robert W. Slone |
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Director Global Rewards, Policy & Strategy and
US Delivery |
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INDEX TO EXHIBITS
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Filed |
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Incorporated by Reference |
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Herewith |
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Exhibit |
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Form |
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File No. |
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Filing Date |
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Exhibit No. |
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4 |
(a) |
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DuPont’s Restated Certificate of Incorporation, effective May
29, 1997, defining rights of holders of DuPont Common Stock
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10-K
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2/19/2008
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3.1 |
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4 |
(b) |
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E. I. du Pont de Nemours and Company Management Deferred
Compensation Plan
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8-K
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5/2/2008
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10.1 |
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5 |
(a) |
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Opinion of Counsel dated May 2, 2008
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Consent of Independent Registered Public Accounting Firm
dated May 2, 2008
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Consent of Stacey J. Mobley, Esq. included in the opinion
filed as Exhibit 5(a) to this Registration Statement dated
May 2, 2008
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Powers of attorney authorizing certain officers to sign the
registration statement and amendments thereto on behalf of
officers and directors
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