FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
McCORMICK & COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 52-0406290
(State of incorporation or organization) (I.R.S. Employer Identification Number)
18 Loveton Circle
Sparks, Maryland 21152
410-771-7301
(Address of principal executive offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Stock, New York Stock Exchange
No Par Value
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The capital stock of McCormick & Company, Incorporated (the
"Corporation" or "Registrant") that the Corporation anticipates listing on the
New York Stock Exchange, Inc. (the "Exchange"), is the Registrant's Common
Stock, no par value.
Set forth below is the information required to be furnished, including
excerpts from the Charter of the Corporation.
TOTAL AMOUNT OF THE AUTHORIZED CAPITAL STOCK OF THE CORPORATION:
o Thirty Thousand (30,000) shares of five percent Preferred Stock, $100 par
value per share ("Preferred Stock");
o One Hundred Sixty Million (160,000,000) shares of Common Stock, no par
value per share ("Common Stock"); and
o One Hundred Sixty Million (160,000,000) shares of Common Stock Non-Voting,
no par value per share ("Common Stock Non-Voting").
There are no shares of Preferred Stock which are issued or
outstanding. As of July 31, 2001, there were 7,952,042 shares of Common Stock,
and 61,201,364 shares of Common Stock Non-Voting which are issued and
outstanding.
DESCRIPTION OF THE PREFERRED STOCK
(a) DIVIDENDS. The holders of the Preferred Stock are entitled to
receive when and as declared by the Board of Directors, out of the surplus or
net profits of the Corporation, dividends at the rate of, but not exceeding,
five percent per annum payable semiannually. The semiannual dividend on the
Preferred Stock shall be declared and paid or set apart before any dividends on
the common stock shall be declared, paid or set apart; and the dividends on the
Preferred Stock are cumulative so that if in any year or years dividends
amounting to the full five percent shall not have been paid on the Preferred
Stock, the deficiency shall be paid before any dividend shall be thereafter paid
upon, declared or set apart for the common stock. The Preferred Stock shall
under no circumstances be entitled to receive more than five percent per annum
cumulative dividends payable semiannually, and shall not be entitled to any
preemptive rights or other rights to participate in any other additional
dividends, earnings or profits, nor in any stock dividends or subscriptions to
additional common stock. After the dividends on the Preferred Stock for all past
semiannual dividend periods shall have been paid and the dividend on the
outstanding Preferred Stock for the then current semiannual dividend period
shall have been paid or declared, and a sum sufficient for the payment thereof
set apart, thereafter dividends may be paid or set apart for the payment on the
common stock.
(b) LIQUIDATION. In the event of any liquidation, dissolution, or
winding up of the Corporation (whether voluntary or involuntary), or upon any
distribution of the capital thereof among the stockholders, the holders of the
Preferred Stock are entitled to be paid in full for the whole par value of their
shares of stock, and all dividends accumulated and unpaid thereon before any
amount shall be paid to the holders of the common stock.
(c) REDEMPTION. The Preferred Stock is redeemable at the Corporation's
option in whole or in part at $105.00 per share plus accrued dividends upon the
giving of thirty days' notice by mail to such stockholders of the intention of
the Corporation to make such redemption. In the case of the redemption of a part
only, the particular shares to be redeemed shall at the option of the Board of
Directors be selected pro rata or by lot, or in such other manner as the Board
of Directors may determine.
(d) CONVERSION/SINKING FUND. The Preferred Stock does not have any
preemptive rights and is not convertible and is not entitled to the benefits of
any sinking fund.
(e) PURCHASE. The Corporation shall itself also have power to purchase
any of its shares of Preferred Stock outstanding at a price not exceeding the
redemption price thereof.
(f) VOTING POWER. The holders of the Preferred Stock shall have no
voting power, except as required by Maryland law or as discussed in section (g)
below, unless and until the Corporation shall make default in the payment of
four successive semiannual installments of dividend. But on the happening of
such event, the Preferred Stock shall then have the exclusive voting power and
the common stock shall have no voting power until any and all defaults with
regard to the payments of dividends are made good when the exclusive voting
power shall shift from the Preferred Stock to the common stock; and so on from
time to time. But the holders of the Preferred Stock shall always be entitled to
receive notice of and attend all stockholders' meetings.
(g) CERTAIN RESTRICTIONS. Without consent of the holders of at least
two-thirds of the Preferred Stock then outstanding, the Corporation shall not
(1) authorize the issuance of any stock with preference equal or superior to
those of the Preferred Stock, or increase the amount of the Preferred Stock; or
(2) dispose of its assets as an entirety.
DESCRIPTION OF THE COMMON STOCK
There are two classes of common stock. These two classes are:
(a) One class is Common Stock and is in the amount of One Hundred Sixty
Million (160,000,000) shares. This class has the sole and exclusive voting
rights and powers except (1) as set forth above under the heading "Preferred
Stock," Subparagraph "Voting Power," and (2) as set forth in Subparagraph (c) of
this paragraph: subject, however, to the provisions set forth in Subparagraph
(b) of this paragraph.
(b) (1) From and after the date any person first becomes a Substantial
Stockholder (as
defined in clause (2)(H) of this Subparagraph) until such time as such person
shall cease to be a Substantial Stockholder, the shares of Common Stock
beneficially owned by the Substantial Stockholder shall have limited voting
rights on any matter requiring their vote or consent. The voting rights are
limited as follows:
(A) The Substantial Stockholder (or the record owner(s)
thereof) is entitled to one vote for each share beneficially owned by the
Substantial Stockholder not in excess of 10% of the then issued and outstanding
shares of Common Stock.
(B) For all shares of Common Stock beneficially owned by the
Substantial Stockholder in excess of 10% of the then issued and outstanding
shares of Common Stock, the Substantial Stockholder (or the record owner(s)
thereof) shall not be entitled to cast any votes in respect of such shares and
such shares are deducted from the total number of shares of Common Stock
outstanding for purposes of determining the proportion of Common Stock required
to approve a matter submitted for stockholder approval or to constitute a
quorum. To the extent that the Substantial Stockholder is comprised of more than
one record owner, the aggregate voting power of the Substantial Stockholder (or
such record owners) so limited for all shares of Common Stock beneficially owned
by the Substantial Stockholder shall be allocated proportionately among such
record owners. For each such record owner, this allocation shall be accomplished
by multiplying the aggregate voting power of the then outstanding shares of
Common Stock beneficially owned by the Substantial Stockholder by a fraction
whose numerator is the number of shares of Common Stock owned of record by such
record owner and whose denominator is the total number of shares of Common Stock
beneficially owned by the Substantial Stockholder. A person who is a record
owner of shares of Common Stock that are beneficially owned simultaneously by
more than one person shall have, with respect to such shares, the right to cast
the least number of votes that such person would be entitled to cast under this
Subparagraph (b) by virtue of such shares being so beneficially owned by any of
such persons.
(2) For purposes of this Subparagraph (b), the following words have
the meanings indicated:
(A) "Affiliate," including the term "Affiliated Person," means
a person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, a specified
person, and includes all Associates of such person.
(B) "Associate," when used to indicate a relationship with
any person, means:
(1) Any corporation or organization (other than the
Corporation or a Subsidiary of the Corporation) of which such person is an
officer, director, or partner or is, directly or indirectly, the beneficial
owner of 10% or more of any class of equity securities;
(2) Any trust or other estate in which such person has a
substantial beneficial interest or as to which such person serves as trustee or
in a similar fiduciary capacity; and
(3) Any relative or spouse of such person, or any relative
of such spouse, who has the same home as such person or who is a director or
officer of any corporation controlling, under common control with or controlled
by such person or of any of its affiliates.
(C) "Beneficial Owner," when used with respect to any
Common Stock, means a person:
(1) That, individually or with any of its Affiliates,
beneficially owns Common Stock, directly or indirectly; or
(2) That, individually or with any of its Affiliates, has:
(i) The right to acquire Common Stock (whether
such right is exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement, or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise; or
(ii) The right to vote Common Stock pursuant to
any agreement, arrangement, or understanding; or
(3) That has any agreement, arrangement, or understanding
for the purpose of acquiring, holding, voting, or disposing of Common Stock with
any other person that beneficially owns, or whose Affiliates beneficially own,
directly or indirectly, such shares of Common Stock; PROVIDED, HOWEVER, that for
purposes of the definition of Beneficial Owner and beneficial ownership, (i) no
director, officer or employee of the Corporation or any Subsidiary (nor any
Affiliate of any such director, officer or employee) shall solely by reason of
any or all of such directors, officers or employees acting in their capacities
as such (including, without limitation, communicating with a stockholder by
reason of the Board of Directors of the Corporation determining to recommend or
oppose any proxy solicitation or any offer or any attempt to cause a change in
control of the Corporation or the public disclosure of such determination by the
Board of Directors) be deemed, for any purposes hereof, to beneficially own any
shares of Common Stock beneficially owned by any other such director, officer,
employee or stockholder (or any Affiliate thereof), (ii) in the case of any
employee stock ownership or similar plan of the Corporation or of any Subsidiary
heretofore or hereafter adopted in which the beneficiaries thereof possess the
right to vote or to direct the voting of shares of Common Stock held by such
plan, no such plan, any entity organized, appointed or established by the
Corporation or any Subsidiary for or pursuant to any plan, nor any trustee or
any member of an administrative committee or any other representative with
respect thereto (nor any Affiliate of such trustee, administrative committee
member or other such representative), solely by reason of such capacity of such
trustee, administrative committee member or other such representative, shall be
deemed, for any purposes hereof, to beneficially own any shares of Common Stock
held under any such plan, (iii) a person shall not be deemed a beneficial owner
of Common Stock solely by reason of a revocable proxy granted for a particular
meeting of shareholders, pursuant to a public solicitation of proxies for such
meeting complying with applicable rules of the Securities and Exchange
Commission or any successor administrative body, with respect to shares of which
neither such person nor any Affiliate of such person is otherwise deemed the
beneficial owner, and (iv) a person shall not be deemed a beneficial owner of
Common Stock solely by reason of Common Stock being tendered pursuant to a
tender or exchange offer made by such person or such person's Affiliates until
such tendered Common Stock is accepted for purchase or exchange.
(D) "Common Stock" means the 160,000,000 authorized shares of
capital stock (the "Common Stock") of the Corporation entitled to vote generally
in the election of directors and does not mean the 160,000,000 authorized shares
of Common Stock Non-Voting.
(E) "Control", including the terms "controlling", "controlled
by" and "under common control with", means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by
contract, or otherwise, and the beneficial ownership of 10% or more of the votes
entitled to be cast by a corporation's voting stock creates a presumption of
control.
(F) A "person" shall mean any individual, firm, partnership,
corporation or other entity.
(G) "Subsidiary" means any corporation of which voting stock
having a majority of the votes entitled to be cast is owned, directly or
indirectly, by the Corporation.
(H) "Substantial Stockholder" shall mean any person, other
than the Corporation or any Subsidiary, who or which is the beneficial owner,
directly or indirectly, of 10% or more of the outstanding shares of Common Stock
(determined solely on the basis of the total number of shares so beneficially
owned and without giving effect to the number or percentage of votes entitled to
be cast in respect of such shares) in relation to the total number of shares of
Common Stock issued and outstanding.
(3) For purposes of computing the percentage beneficial ownership of
shares of Common Stock of a person in order to determine whether such person is
a Substantial Stockholder, the outstanding shares of Common Stock shall be
deemed to include shares of Common Stock which may be issuable (except pursuant
to clause (7) of this Subparagraph (b)) by the Corporation pursuant to any
agreement, or upon the exercise of conversion rights, warrants, or options or
otherwise and which are deemed owned by such person through application of the
definition of Beneficial Owner but shall not include any other shares of Common
Stock which may be issuable by the Corporation to others pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise. For all other purposes, the outstanding shares of Common Stock shall
include such shares then outstanding and shall not include any shares of Common
Stock which may be issuable by the Corporation pursuant to any agreement, or
upon the exercise of conversion rights, warrants or options, or otherwise.
(4) The Board of Directors shall have the power to determine for the
purposes of this Subparagraph (b) on the basis of information known to them, (i)
the number of shares of Common Stock beneficially owned by any person, (ii)
whether a person is an Affiliate or Associate of another, (iii) whether a person
has an agreement, arrangement or understanding with another, (iv) the redemption
price as provided for in clause (8) below, and/or (v) any other
factual matter relating to the applicability or effect of this Subparagraph (b).
(5) The Corporation shall have the right to demand that any person who
it is reasonably believed is a Substantial Stockholder (or holds of record
shares of Common Stock beneficially owned by a person reasonably believed to be
a Substantial Stockholder) supply the Corporation with complete information as
to (i) the record owner(s) of all shares of Common Stock and Common Stock
Non-Voting beneficially owned by such person, (ii) the number of, and class of,
shares beneficially owned by such person and held of record by each such record
owner and the number(s) of the stock certificate(s) evidencing such shares,
(iii) each date or dates on which such person or the record owner(s) of such
shares purchased the shares and (iv) any other factual matter relating to the
applicability or effect of this Subparagraph (b) as may reasonably be requested
of such person, and such person shall furnish such information within 10 days
after the receipt of such demand.
(6) Except as otherwise provided by law or as expressly provided in
this clause (6), the presence, in person or by proxy, of the holders of record
of shares of capital stock of the Corporation entitling the holders thereof to
cast a majority of the votes (after giving effect, if any, to the provisions of
this Subparagraph (b)) entitled to be cast by the holders of shares of capital
stock of the Corporation entitled to vote shall constitute a quorum at all
meetings of the shareholders, and every reference in the Charter to a majority
or other proportion of capital stock (or the holders thereof) for purposes of
determining any quorum requirement or any requirement for shareholders' consent
or approval shall be deemed to refer to such majority or other proportion of the
votes (or the holders thereof) then entitled to be cast in respect of such
capital stock.
(7) All outstanding shares of Common Stock Non-Voting shall
automatically, without any further act or deed on the part of the Corporation or
any other person, be converted into shares of Common Stock on a share-for-share
basis at such time (the "Conversion Date") as any Substantial Stockholder
beneficially owns shares of Common Stock which entitle such Substantial
Stockholder (after giving effect to the provisions of this Subparagraph (b)
other than the conversion contemplated by this clause (7)) to cast more than 50%
of the votes entitled to be cast by the holders of the then outstanding shares
of Common Stock. In the event of an automatic conversion of Common Stock
Non-Voting pursuant to this clause (7), certificates formerly representing
shares of Common Stock Non-Voting will thereafter be deemed to represent a like
number of shares of Common Stock. Effective as of the Conversion Date, the
provisions of the Charter which provide for the establishment and terms and
rights of the Common Stock Non-Voting shall, without any further action of the
Board of Directors or stockholders of the Corporation or any other person, be of
no further force or effect.
(8) At any time after the Board of Directors determines that a person
is a Substantial Stockholder (the "Determination Date") until the date on which
(i) such person is no longer a Substantial Stockholder or (ii) such person
beneficially owns more than 90% of the then outstanding shares of each class of
common stock of the Corporation, the Corporation shall have the right to redeem
from the record owner or owners, at any time or from time to time, all or a
portion of the shares of Common Stock and Common Stock Non-Voting beneficially
owned by the Substantial Stockholder. The Corporation shall exercise the right
of redemption by written
notice (the "Redemption Notice") to the Substantial Stockholder, which notice
shall be signed by the Chairman of the Board, the President or any Vice
President of the Corporation. During the one year period commencing on the
Determination Date, the redemption price shall be the lesser of: (i) the average
"market price" of shares of Common Stock Non-Voting for each of the 30 trading
days in which shares of Common Stock Non-Voting shall have been traded
immediately preceding the date of the Redemption Notice, and (ii) the average
"market price" of shares of Common Stock Non-Voting for each of the 30 trading
days in which shares of Common Stock Non-Voting shall have been traded
immediately preceding the date on which the Substantial Stockholder first
beneficially owned 5% or more of the outstanding shares of Common Stock, such
price to be adjusted for any stock splits, stock dividends, recapitalizations or
the like which occurred between such date and the date of the Redemption Notice.
Subsequent to the expiration of the one year period commencing on the
Determination Date, the redemption price shall equal the price determined under
clause (i) of the immediately preceding sentence. The "market price" of shares
of common stock (whether Common Stock or Common Stock Non-Voting) shall mean the
closing bid price of the shares of Common Stock Non-Voting, as published by the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), (or such other quotation system of a national securities association
then being used, or if the shares are then traded on a national securities
exchange, the last sale price regular way thereafter as reported in the
consolidated transaction reporting system for the shares listed or traded on
such exchange). All rights of the Substantial Stockholder as the beneficial
owner of shares of common stock (and all rights of the record owners) shall
cease as to the shares which are the subject of a redemption notice. Closing for
the purchase of the shares to be redeemed shall be made within forty-five (45)
days of the date of the redemption notice. If there is more than one record
owner of the shares of Common Stock beneficially owned by the Substantial
Stockholder, the Corporation shall, to the extent the Board of Directors deems
it practicable, redeem the shares of each such class to be redeemed from each of
the record owners on a pro rata basis based on the total number of shares of the
class to be redeemed owned by each such record owner.
(9) Any determinations made by the Board of Directors pursuant to this
Subparagraph (b) in good faith on the basis of such information and assistance
as was then reasonably available for such purpose shall be conclusive and
binding upon the Corporation and its shareholders, including any Substantial
Stockholder.
(10) Nothing contained in this Subparagraph (b) shall be construed to
relieve any Substantial Stockholder from any fiduciary obligation imposed by
law.
(11) Any amendment, alteration, change or repeal of this Subparagraph
(b) shall, in addition to any other vote or approval required by law or the
Charter, require (i) the affirmative vote of the holders of at least 80% of the
total number of votes entitled to be cast by the holders of all of the then
outstanding shares of Common Stock (as determined in accordance with the
provisions of this Subparagraph (b)), voting as a single class, and (ii) the
affirmative vote of the holders of at least 80% of the then outstanding shares
of Common Stock Non-Voting, voting as a separate class.
(12) Notwithstanding anything to the contrary in the Charter, in the
event that, as a result of the enactment in the future of any law, rule or
regulation binding upon the Corporation,
the shares of Common Stock Non-Voting will become ineligible to be quoted and
will cease to be quoted by NASDAQ or any successor entity and upon such quote
cessation will not be listed or admitted to trading on any national securities
exchange solely due to the vote limitations contained in clause (1) of this
Subparagraph (b), such determination to be made by the Board of Directors of the
Corporation, the provisions of the Charter providing for the vote limitation on
the votes entitled to be cast by a Substantial Stockholder shall, without
further action or deed by the Corporation, its directors or stockholders or any
other person, be of no further force or effect, effective as of the latest date
on which such law, rule or regulation permits or requires such a provision to
become ineffective, to the extent necessary in order for the Common Stock
Non-Voting to remain eligible for quotation on NASDAQ or any successor entity or
be eligible for listing on any national securities exchange.
(c) The other class is Common Stock Non-Voting, and is in the amount of
One Hundred Million (160,000,000) shares of Common Stock Non-Voting. Each share
of the One Hundred Million (160,000,000) shares of Common Stock Non-Voting shall
have exactly the same rights, terms and conditions as each share of the One
Hundred Million (160,000,000) shares of Common Stock, except that the One
Hundred Million (160,000,000) shares of Common Stock Non-Voting shall have no
voting rights, except the Common Stock Non-Voting shall have the right to vote
on: (1) a consolidation of the Corporation with another corporation, (2) a
merger of the Corporation into another corporation, (3) a merger of the
Corporation where the Corporation is the surviving corporation but the capital
stock of the Corporation is converted into other securities or property, (4) a
participation by the Corporation in a statutory share exchange whereby the
capital stock of the Corporation is converted into other securities or property,
(5) a dissolution of the Corporation, (6) a sale of all or substantially all of
the assets of the Corporation not in the ordinary course of business, and (7)
any amendment of the Charter repealing the right of the Common Stock Non-Voting
to vote on any of the matters specified in this Subparagraph. As to all matters
on which the Common Stock Non-Voting is entitled to vote, the Common Stock
Non-Voting shall vote separately as one class, and the Common Stock shall vote
separately as another class. The right of the Common Stock Non-Voting to vote
cannot be repealed except by (a) the affirmative vote of the holders of a
majority of the outstanding shares of the Common Stock Non-Voting, voting
separately as one class, and (b) the affirmative vote of the holders of a
majority of the total number of votes entitled to be cast BY the holders of all
the outstanding shares of the Common Stock (after taking into account the
provisions of Subparagraph (b) immediately preceding this Subparagraph (c)),
voting separately as another class. The provisions of this Subparagraph (c)
providing that the Common Stock and the Common Stock Non-Voting vote as separate
classes cannot be amended, altered, changed or repealed except by (i) the
affirmative vote of the holders of at least 80% of the total number of votes
entitled to be cast BY the holders of all the then outstanding shares of Common
Stock (after taking into account the provisions of Subparagraph (b) immediately
preceding this Subparagraph (c)), voting separately as one class, and (ii) the
affirmative vote of the holders of at least 80% of the total number of votes
entitled to be cast by the holders of all of the then outstanding shares of
Common Stock Non-Voting, voting separately as another class. The rights granted
to Common Stock Non-Voting are not a limitation of any kind upon the sole and
exclusive voting rights and powers of the Common Stock except in the limitations
before set forth.
Shares of Common Stock Non-Voting will be automatically converted
into shares of Common Stock on a one-for-one basis in the circumstances
discussed in subparagraph (b)(7) of this paragraph.
(d) ADDITIONAL TERMS OF THE COMMON STOCK AND THE COMMON STOCK
NON-VOTING.
EXCHANGE OF SHARES OF COMMON STOCK FOR SHARES OF COMMON STOCK
NON-VOTING: Pursuant to resolutions adopted by the Corporation's Board of
Directors, all shares of Common Stock are exchangeable for shares of Common
Stock Non-Voting on a one-for-one basis at any time at the option of the holder.
Holders of Common Stock who choose to exchange their shares will not receive any
consideration for such exchange, other than shares of Common Stock Non-Voting.
DIVIDENDS: Both the classes of stock shall be entitled to such
dividends as may be declared by the directors from time to time out of the
surplus or profits of the Corporation after providing for dividends on the
Preferred Stock.
CONVERSION RIGHTS, PREFERENTIAL RIGHTS/SUBSCRIPTION RIGHTS/SINKING
FUNDS: Except as set forth elsewhere in this paragraph, no holder of stock of
the Corporation of whatever class, shall have any conversion rights or
preemptive rights, including any preferential right of subscription to any
shares of any class, or to any security convertible into shares of stock of
the Corporation, nor any right of subscription to any thereof, nor any right
to subscription or purchase of any Treasury stock or unissued stock, other
than such right, if any, that the Board of Directors in its discretion may
determine, and at such prices as the Board of Directors in its discretion may
fix. Neither class of stock has any sinking fund provisions.
LIQUIDATION: Upon any liquidation of the Corporation, the holders of
both classes of stock shall be entitled to receive, share for share with the
other holders of shares of Common Stock and Common Stock Non-Voting on a pro
rata basis, all assets then legally available for distribution after payment of
debts and liabilities and preferences on Preferred Stock outstanding, if any.
CERTAIN AMENDMENT RIGHTS: The Corporation reserves the right from time
to time to make any amendments to the Charter which may now or hereafter be
authorized by law, including any amendments changing the terms or contract
rights as expressly set forth in the Charter, of any of its outstanding capital
stock by classification, reclassification or otherwise, and, notwithstanding any
provision of law requiring the authorization of any action by a greater
proportion than a majority of all the votes entitled to be cast, the vote of the
holders of a majority of all the votes entitled to be cast thereon shall be
sufficient to authorize the adopting of such amendments unless there is a
specific condition to the contrary contained in the Charter.
ADDITIONAL POWERS OF THE BOARD OF DIRECTORS: The Board of Directors
shall have the power, subject to any limitations or restrictions herein set
forth, or imposed by law, to classify or reclassify any unissued stock, whether
now or hereafter authorized, by fixing or altering, in any one or more specified
respects, from time to time, before the issuance of said stock, the preferences,
voting powers, restrictions and qualifications on, the fixed annual dividends
on, and the time and prices of redemption of said stock.
ITEM 2. EXHIBITS
The foregoing description of the capital stock of the Registrant does not
purport to be complete and is qualified in its entirety by reference to the
Charter of the Registrant, which is an Exhibit to
this Registration Statement and is incorporated in this summary description by
reference.
All exhibits required by the instruction will be supplied to the New York Stock
Exchange.
Articles of Incorporation and By-Laws
Restatement of Charter of McCormick Incorporated by reference from Registration
& Company, Incorporated dated Form S-8, Registration No. 33-39582 as filed
April 16, 1990 with the Securities and Exchange Commission
on March 25, 1991.
Articles of Amendment to Charter of Incorporated by reference from Registration
McCormick & Company, Incorporated Form S-8 Registration Statement No. 33-59842
dated April 1, 1992 as filed with the Securities and Exchange
Commission on March 19, 1993.
By-laws of McCormick & Company, Incorporated by reference from Registrant's
Incorporated - Restated and Amended Form 10-Q for the quarter ended May 31, 1996
as of June 17, 1996 as filed with the Securities and Exchange
Commission on July 12, 1996.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
McCORMICK & COMPANY, INCORPORATED
By: /s/ CHRISTOPHER J. KURTZMAN
------------------------------
Christopher J. Kurtzman
Vice President & Treasurer
Date: August 30, 2001