mm11-1915_s8.htm
 
 
As filed with the Securities and Exchange Commission on November 20, 2015
Registration No. 333-_________

UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
__________________
 
FORM S-8
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________
 
THE ESTÉE LAUDER COMPANIES INC.
 
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
11-2408943
(I.R.S. Employer Identification No.)
 
__________________
 
767 Fifth Avenue
 
New York, New York 10153
 
(212) 572-4200
 
(Address, Including Zip Code, and Telephone Number,
 
 including Area Code, of Registrant’s Principal Executive Offices)
 
THE ESTÉE LAUDER COMPANIES INC.
AMENDED AND RESTATED FISCAL 2002 SHARE INCENTIVE PLAN
and
THE ESTÉE LAUDER COMPANIES INC.
AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN

 
(Full Title of Plans)
 
Sara E. Moss, Esq.
Executive Vice President and General Counsel
The Estée Lauder Companies Inc.
767 Fifth Avenue
New York, New York 10153
(212) 572-4200
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
__________________
 
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
 x  
Accelerated filer
 o  
             
 
Non-accelerated filer
 o
 (Do not check if a smaller reporting company)
Smaller reporting company
 o  

 
CALCULATION OF REGISTRATION FEES
 
 
Title of Each Class of Securities
to be Registered
 
 
Amount to be
Registered
(1)
 
 
Proposed
Maximum Offering
Price Per Share
(2)
 
 
Proposed
Maximum Aggregate
Offering Price
(2)
 
 
Amount of
Registration Fee
(2)
 
Class A Common Stock,
par value $0.01 per share
10,000,000 shares
(3)
$82.62
$826,200,000
$83,198.34
 
 
 
 
 
 
 
Class A Common Stock,
par value $0.01 per share
600,000 shares
(4)
$82.62
$49,572,000
$4,991.90
TOTAL
10,600,000 shares
N/A
$875,772,000
$88,190.24
 
____________________
(1)
Plus such indeterminate number of shares of Common Stock of the Registrant as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933.

(2)
Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933.  The fee is calculated on the basis of the average of the high and low prices for the Registrant’s Class A Common Stock reported in the consolidated reporting system as of November 17, 2015.
 
(3)
To be registered pursuant to The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan.
 
(4)
To be registered pursuant to The Estée Lauder Companies Inc. Amended and Restated Non-Employee Director Share Incentive Plan.

 
 
 
 
 
 
 
 
 
 
 
 

 
2
 

EXPLANATORY NOTE
 
In accordance with General Instruction E to Form S-8, this Registration Statement registers:
 
(1) an additional 10,000,000 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of The Estée Lauder Companies Inc. (the “Company”), for issuance pursuant to benefits awarded under the Company’s Amended and Restated Fiscal 2002 Share Incentive Plan (the “2002 Incentive Plan”).  The contents of earlier Registration Statements on Form S-8 filed with respect to the 2002 Incentive Plan (or its predecessor, the Fiscal 2002 Share Incentive Plan), as filed with the Securities and Exchange Commission on November 10, 2010 (Registration Statement No. 333-170534), August 19, 2009 (Registration Statement No. 333-161452), February 3, 2006 (Registration Statement No. 333-131527), July 22, 2005 (Registration Statement No. 333-126820), and November 1, 2001 (Registration No. 333-72684), are, to the extent not modified herein, hereby incorporated by reference; and
 
(2) an additional 600,000 shares of Class A Common Stock of the Company, for issuance pursuant to benefits awarded under the Company’s Amended and Restated Non-Employee Director Share Incentive Plan (the “Director Incentive Plan”).  The contents of earlier Registration Statements on Form S-8 filed with respect to the Director Incentive Plan (or its predecessor, the Non-Employee Director Share Incentive Plan), as filed with the Securities and Exchange Commission on November 9, 2007 (Registration Statement No. 333-147262) and November 9, 2000 (Registration Statement No. 333-49606), are, to the extent not modified herein, hereby incorporated by reference.
 
Part II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 8. Exhibits.

 
Exhibit No.
 
Description
 
4.1 
 -
Restated Certificate of Incorporation dated November 16, 1995 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003) (File No. 001-14064).
     
4.2 
 -
Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13, 2012) (File No. 001-14064).
     
4.3 
 -
Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1999) (File No. 001-14064).
     
4.4 
 -
Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 23, 2012) (File No. 001-14064).
     
5
 -
Opinion of Weil, Gotshal & Manges LLP (filed herewith).
     
23.1
 -
Consent of KPMG LLP (filed herewith).
     
23.2
 -
Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
     
24 
 -
Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference).
 
     
 
 
 
 
3
 
 
 
 
99.1 
 -
The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 16, 2015) (File No. 001-14064).
     
99.2 
 -
The Estée Lauder Companies Inc. Amended and Restated Non-Employee Director Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 16, 2015) (File No. 001-14064).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
4
 

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, State of New York, on November 20, 2015.
 
  THE ESTÉE LAUDER COMPANIES INC.  
         
 
By:
   /s/ Tracey T. Travis  
    Name:
Tracey T. Travis
  
    Title:
Executive Vice President and
  
     
Chief Financial Officer
  
 

 
5
 

POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tracey T. Travis, Sara E. Moss and Spencer G. Smul, or any of them, his or her true and lawful attorneys-in-fact and agents, 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 sign any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, 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, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, could 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
 
 
/s/  Fabrizio Freda                            
Fabrizio Freda
President, Chief Executive Officer
and Director
(Principal Executive Officer)
November 20, 2015
     
/s/ William P. Lauder                       
William P. Lauder
Executive Chairman and Director
November 20, 2015
     
/s/ Leonard A. Lauder                      
Leonard A. Lauder
Director
November 20, 2015
     
/s/ Charlene Barshefsky                   
Charlene Barshefsky
Director
November 20, 2015
     
/s/ Rose Marie Bravo                       
Rose Marie Bravo
Director
November 20, 2015
     
/s/ Wei Sun Christianson                  
Wei Sun Christianson
Director
November 20, 2015
     
/s/ Paul J. Fribourg                           
Paul J. Fribourg
Director
November 20, 2015
     
/s/ Mellody Hobson                          
Mellody Hobson
Director
November 20, 2015
 
 
 
 
6
 
 
 
 
     
/s/ Irvine O. Hockaday, Jr.               
Irvine O. Hockaday, Jr.
Director
November 20, 2015
     
/s/ Aerin Lauder                              
Aerin Lauder
Director
 
November 20, 2015
     
/s/ Jane Lauder                                
Jane Lauder
Director
November 20, 2015
     
/s/ Richard D. Parsons                     
Richard D. Parsons
Director
November 20, 2015
     
/s/ Lynn Forester de Rothschild         
Lynn Forester de Rothschild
Director
November 20, 2015
     
/s/ Barry S. Sternlicht                       
Barry S. Sternlicht
Director
November 20, 2015
     
/s/ Richard F. Zannino                      
Richard F. Zannino
Director
November 20, 2015
     
/s/ Tracey T. Travis                         
Tracey T. Travis
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
November 20, 2015
 

 
 
7
 

EXHIBIT INDEX
 

 
Exhibit No.
 
Description
 
4.1 
 -
Restated Certificate of Incorporation dated November 16, 1995 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003) (File No. 001-14064).
     
4.2 
 -
Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13, 2012) (File No. 001-14064).
     
4.3 
 -
Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1999) (File No. 001-14064).
     
4.4 
 -
Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 23, 2012) (File No. 001-14064).
     
5
 -
Opinion of Weil, Gotshal & Manges LLP (filed herewith).
     
23.1
 -
Consent of KPMG LLP (filed herewith).
     
23.2
 -
Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
     
24 
 -
Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference).
 
 
99.1 
 -
The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 16, 2015) (File No. 001-14064).
     
99.2 
 -
The Estée Lauder Companies Inc. Amended and Restated Non-Employee Director Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 16, 2015) (File No. 001-14064).
 
 
 
 
 
 
8