As filed with the Securities and Exchange Commission on January 30, 2003
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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International Flavors & Fragrances Inc.
(Exact name of Registrant as specified in its charter)
New York 13-1432060
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
521 West 57th Street, New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 765-5500
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International Flavors & Fragrances Inc. 2000 Stock Award and Incentive Plan
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Stephen A. Block, Esq.
Senior Vice President, General Counsel and Secretary
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
Telephone: (212) 765-5500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed Maximum
Amount Offering Aggregate Offering Amount Of
To Be Price Per Price (4) Registration
Title Of Securities Registered (2)(3) Share (4) Fee
To Be Registered (1)
Common Stock, $0.12 1/2 par value 4,500,000 Shares $32.64 $146,880,000 $13,513
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(1) Includes associated Common Stock Purchase Rights.
(2) This Registration Statement also covers (i) 3,665,000 shares previously
registered on, and being carried forward from, a Registration Statement
on Form S-3 (File No. 333-46932), with respect to which a registration
fee of $27,826 was previously paid, and (ii) 3,499,500 shares
previously registered on, and being carried forward from, a
Registration Statement on Form S-3 (File No. 333-59689), with respect
to which a registration fee of $46,207 was previously paid.
(3) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers any additional shares of Common
Stock which may be issuable pursuant to the antidilution provisions of
the plan.
(4) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the
proposed maximum offering price is estimated, solely for the purpose of
determining the registration fee, on the basis of the average high and
low prices of IFF's Common Stock on January 27, 2003, as reported on
the New York Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") have been or will be
sent or given to participants in the plan listed on the cover of this
Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus which meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by International Flavors & Fragrances
Inc. with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended, are incorporated by reference, as of their
respective dates, in this Registration Statement:
(i) Annual Report on Form 10-K for the fiscal year ended December
31, 2001;
(ii) Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2002, June 30, 2002, and September 30, 2002,
respectively;
(iii) Current Reports on Form 8-K dated April 24, 2002 (furnished,
not filed), May 22, 2002, June 13, 2002, August 12, 2002
(furnished, not filed) and January 27, 2003 (furnished, not
filed); and
(iv) The description of IFF's Common Stock contained in IFF's
Registration Statement on Form 8-A dated March 22, 2000, as
amended by Amendment No. 1 to IFF's Registration Statement on
Form 8-A dated October 2, 2000.
In addition, all documents hereafter filed by IFF pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act 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 part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Copies of these documents
are not required to be filed with this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Stephen A. Block, Esq., Senior Vice President, General Counsel and
Secretary of IFF, beneficially owns 7,694 shares of IFF Common Stock, holds
options to purchase 382,500 additional shares of IFF Common Stock as
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of the date of this Registration Statement and is eligible to participate in the
2000 Stock Award and Incentive Plan. Mr. Block has passed upon the validity of
the shares of IFF Common Stock offered under this Registration Statement.
Item 6. Indemnification of Directors and Officers.
On July 24, 1986, New York substantially revised the provisions of the
New York Business Corporation Law ("BCL") to permit New York corporations to
extend broader protection to their directors and officers by way of indemnity
and advancement of expenses than that previously afforded by New York law. On
October 31, 1986, the Board amended IFF's By-laws to extend such indemnification
and advancement of expenses to its directors and officers. Article II, Section
14 of IFF's By-laws, as amended (the "By-laws"), provides among other things
that IFF shall indemnify a person against judgments, fines, amounts paid in
settlement and reasonable expenses arising out of an action or proceeding, to
which such person shall have been made a party by reason of the fact he or she
is or was a director or officer of the corporation, unless a judgment or other
final adjudication adverse to such person establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the action so adjudicated, or that he or she personally
gained in fact a personal profit or other advantage to which he or she was not
entitled. The By-laws also require IFF to advance litigation expenses of such
director or officer upon receipt of an undertaking to repay such advances if the
director or officer is ultimately determined not to be entitled to
indemnification.
In July 1987, New York added Section 402(b) to the BCL which permits
New York corporations, with shareholder approval, to amend their certificates of
incorporation in order to eliminate or limit the personal liability of directors
to a corporation and its shareholders for damages arising from breaches of the
directors' duty. On May 13, 1988, IFF amended its Certificate of Incorporation
by adding a new Article Eleventh which had been approved by the shareholders on
May 12, 1988. Article Eleventh provides that no director of IFF shall be
personally liable to IFF or its shareholders for damages for any breach of duty
as a director. Article Eleventh does not permit elimination or limitation of the
liability of any director if a judgment or other final adjudication adverse to
him or her establishes that (i) his or her acts or omissions were in bad faith
or involved intentional misconduct or a knowing violation of law or that he or
she personally derived a financial profit or other advantage to which he or she
was not legally entitled, or (ii) that his or her action involved (a) an
improper declaration of any dividend or other distribution, (b) an improper
redemption by IFF of its own shares, (c) the distribution of assets to
shareholders after dissolution, without paying or adequately providing for, with
certain exceptions, known liabilities of IFF or (d) the making of an improper
loan to a director. Article Eleventh also does not authorize any limitation on
the ability of IFF or its shareholders to obtain injunctive relief, specific
performance or other equitable remedies, and would not apply to acts or
omissions which occurred prior to the filing of the amendment to IFF's
Certificate of Incorporation containing the limitation on directors' liability.
On December 9, 1975, the Board adopted a resolution pursuant to which
IFF is obligated to indemnify, to the extent permitted by law, any director,
officer or employee of IFF against any liability arising out of claims under the
Employee Retirement Income Security Act of 1974.
IFF also maintains Directors and Officers Liability Insurance on behalf
of its officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit No. Description of Exhibit
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4.1 Shareholder Protection Rights Agreement, dated as of March 21,
2000, between IFF and The Bank of New York, as Rights Agent
(the "Rights Agreement") (incorporated by reference to Exhibit
4 to IFF's Report on Form 8-K dated March 22, 2000).
4.1a First Amendment, dated as of September 26, 2000, to the Rights
Agreement (incorporated by reference to Exhibit 4 to IFF's
Report on Form 8-K dated September 26, 2000).
4.1b Letter Agreement between IFF and Wachovia Bank, National
Association ("Wachovia") dated as of October 31, 2002
appointing Wachovia as Successor Rights Agent pursuant to the
Rights Agreement (incorporated by reference to Exhibit 4(a) to
IFF's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002).
4.2 Specimen certificate of IFF's Common Stock (incorporated by
reference to Exhibit 4(b) to IFF's Registration Statement on
Form S-3 filed on September 29, 2000 (Reg. No. 333-46932)).
5 Opinion of Stephen A. Block.
15 Not applicable.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Stephen A. Block (included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
The undersigned Registrant hereby 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 thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the Registration Statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective Registration
Statement; and (iii) 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 (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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 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; and (3) 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.
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.
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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.
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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, and State of New York, on this 30th day of
January, 2003.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By: /s/ Stephen A. Block
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Stephen A. Block
Senior Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
* Chairman of the Board and
Chief Executive Officer January 30, 2003
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Richard A. Goldstein
* Senior Vice President and
Chief Financial Officer January 30, 2003
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Douglas J. Wetmore
*
Director January 30, 2003
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Margaret Hayes Adame
*
Director January 30, 2003
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Gunter Blobel
*
Director January 30, 2003
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J. Michael Cook
*
Director January 30, 2003
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Peter A. Georgescu
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*
Director January 30, 2003
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Arthur C. Martinez
*
Director January 30, 2003
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Henry P. van Ameringen
*
Director January 30, 2003
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William D. Van Dyke III
*By: /s/ Stephen A. Block
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Attorney-In-Fact
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LIST OF EXHIBITS
Exhibit No. Description of Exhibit
4.1 Shareholder Protection Rights Agreement, dated as of March 21,
2000, between IFF and The Bank of New York, as Rights Agent
(the "Rights Agreement") (incorporated by reference to Exhibit
4 to IFF's Report on Form 8-K dated March 22, 2000).
4.1a First Amendment, dated as of September 26, 2000, to the Rights
Agreement (incorporated by reference to Exhibit 4 to IFF's
Report on Form 8-K dated September 26, 2000).
4.1b Letter Agreement between IFF and Wachovia Bank, National
Association ("Wachovia") dated as of October 31, 2002
appointing Wachovia as Successor Rights Agent pursuant to the
Rights Agreement (incorporated by reference to Exhibit 4(a) to
IFF's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002).
4.2 Specimen certificate of IFF's Common Stock (incorporated by
reference to Exhibit 4(b) to IFF's Registration Statement on
Form S-3 filed on September 29, 2000 (Reg. No. 333-46932)).
5 Opinion of Stephen A. Block.
15 Not applicable.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Stephen A. Block (included in Exhibit 5).
24 Powers of Attorney.
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