As filed with the Securities and Exchange Commission on November 13, 2001
Registration No. 33-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MINNESOTA MINING AND MANUFACTURING COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 41-0417775
(State of incorporation) (I.R.S. Employer I.D. No.)
3M Center
St. Paul, Minnesota 55144
(651) 733-1528
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
VIP PLUS
(Full title of the plan)
Roger P. Smith, Secretary
Minnesota Mining and Manufacturing Company
3M Center
St. Paul, Minnesota 55144
Telephone: (651) 733-1528
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered(1) Registered Offering Aggregate Offering Registration Fee
Price/Share (2) Price
----------------------------------------------------------------------------------------------------------
Deferred Compensation $10,000,000 100% $10,000,000 $2,500
Obligations
----------------------------------------------------------------------------------------------------------
(1) The Deferred Compensation Obligations are unsecured obligations of Minnesota
Mining and Manufacturing Company (3M) to pay deferred compensation in the future
in accordance with terms of 3M's VIP Plus.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
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PART I - INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*Information required by Part I to be contained in a Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated herein by
reference in this Registration Statement:
3M COMMISSION FILINGS (FILE NO. 1-3285) DATE/PERIOD
--------------------------------------- -----------
Annual Report on Form 10-K Year ended December 31, 2000
Quarterly Reports on Form 10-Q Quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001
Current Reports on Form 8-K January 11, 2001, January 17, 2001,
January 24, 2001, February 23, 2001,
April 23, 2001, May 4, 2001,
May 10, 2001, May 11, 2001,
September 17, 2001
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
For purposes of this Registration Statement, any statement contained 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 other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the VIP Plus (the "Plan"), the Registrant will provide eligible
employees the opportunity to defer a specified percentage of a portion of their
cash compensation.
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The obligations of the Registrant under the Plan is to pay in the future the
value of the deferred compensation accounts, as defined in the Plan, adjusted to
reflect the performance, whether positive or negative, of the selected
measurement investment options during the deferral period, in accordance with
the terms of the Plan (the "Obligations"). The Obligations will be unsecured
general obligations of the Registrant and will rank on a parity with other
unsecured and unsubordinated indebtedness of the Registrant from time to time
outstanding.
The amount of compensation to be deferred by each participating
employee (each a "Participant") will be determined in accordance with the Plan
based on elections by each Participant. Each Obligation will be payable on the
date selected by each Participant in accordance with the terms of the Plan or,
if earlier, death or other termination of employment pursuant to the terms of
the Plan. The Obligations will be denominated and be payable in United States
dollars.
A Participant's right to the Obligations cannot be assigned or
transferred except by a written designation of a beneficiary under the Plan or
pursuant to the Plan's rules in the event the Participant dies without having an
effective beneficiary designation.
The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by each Participant according to
the terms of the Plan, at the option of the Registrant. However, the Registrant
reserves the right to amend or terminate the Plan at any time, except that no
such amendment or termination shall adversely affect the right of the
Participant to the balance of his or her deferred account as of the date of such
amendment or termination.
The Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the Obligations and each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the validity of securities
registered hereby have been passed upon by Gregg M. Larson, our Assistant
General Counsel. Mr. Larson beneficially owns, or has options to acquire, a
number of shares of our common stock, which represents less than 1% of the total
outstanding common stock, and is eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware, as the same
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exists or may hereafter be amended (the "General Corporation Law"), inter alia,
provides that a Delaware corporation may indemnify any persons who were, are or
are threatened to be made, parties to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Registrant's Bylaws, as amended, provide for the indemnification of
officers and directors to the fullest extent permitted by the General
Corporation Law.
All of Registrant's directors and officers will be covered by insurance
policies maintained by Registrant against certain liabilities for actions taken
in their capacities as such, including liabilities under the Securities Act of
1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index
ITEM 9. UNDERTAKINGS.
(a) 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;
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(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;
(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and if 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 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.
(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.
(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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Securities 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
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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 Securities 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 St. Paul, and State of Minnesota on November 13,
2001.
MINNESOTA MINING AND MANUFACTURING COMPANY
By /s/ Roger P. Smith
------------------
Name: Roger P. Smith
Title: Secretary
Pursuant to the requirements of the Securities Act of 1993, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates as indicated.
Signature Title
--------- -----
* Chairman of the Board, Chief Executive
--------------------------- Officer and Director
W. James McNerney, Jr.
* Vice President, Finance (Principal Financial
--------------------------- Officer)
Robert J. Burgstahler
* Vice President and Controller
---------------------------
Ronald G. Nelson
* Director
---------------------------
Ronald O. Baukol
* Director
---------------------------
Edward A. Brennan
* Director
---------------------------
Edward M. Liddy
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* Director
---------------------------
Aulana L. Peters
* Director
---------------------------
Rozanne L. Ridgway
* Director
---------------------------
Kevin W. Sharer
* Director
---------------------------
Frank Schrontz
* By: /s/ Roger P. Smith
---------------------
Roger P. Smith
Attorney-in-fact
Date: November 13, 2001
Roger P. Smith, by signing his name hereto, does hereby sign this
document pursuant to powers of attorney duly executed by the other persons
named, filed with the Securities and Exchange Commission, on behalf of such
other persons, all in the capacities and on the date stated, such persons being
a majority of the directors and the Principal Financial and Accounting Officers
of the Company.
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INDEX TO EXHIBITS
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Exhibit Number Description
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4(a) Certificate of Incorporation of Registrant, as
amended and currently in effect (incorporated by
reference to Exhibit 3.1 to Registrant's Current
Report on Form 8-K filed on July 27, 2000)
--------------------------- ----------------------------------------------------
4(b) By-laws of Registrant, as amended and currently in
effect (incorporated by reference to Exhibit 3.2 to
Registrant's Current Report on Form 8-K filed on
November 20, 1996)
--------------------------- ----------------------------------------------------
4(c) VIP Plus plan document
--------------------------- ----------------------------------------------------
5 Opinion of Counsel re Legality (Consent of Counsel
included therein).
--------------------------- ----------------------------------------------------
15 Awareness Letter of PricewaterhouseCoopers LLP
(regarding interim financial information)
--------------------------- ----------------------------------------------------
23 Consent of PricewaterhouseCoopers LLP (Consent of
Counsel included in Exhibit 5).
--------------------------- ----------------------------------------------------
24 Power of attorney
--------------------------- ----------------------------------------------------
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