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Registration
No. 333-
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As
filed with the Securities and Exchange Commission on July 27,
2006
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form S-8
Registration
Statement
under
the
Securities Act of 1933
Brunswick
Corporation
(Exact
name of Registrant as Specified in Its Charter)
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Delaware
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36-0848180
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(State
or Other Jurisdiction
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(I.R.S.
Employer
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of
Incorporation or Organization)
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Identification
Number)
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1
N. Field Court
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60045-4811
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Lake
Forest, Illinois
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(Zip
Code)
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(Address
of Principal Executive Offices)
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Brunswick
2003 Stock Incentive Plan
(Full
Title of Each Plan)
Marschall
I. Smith
Vice
President, General Counsel and Secretary
Brunswick
Corporation
1
N.
Field Court
Lake
Forest, Illinois 60045-4811
(847) 735-4700
(Name,
Address and Telephone Number, Including Area Code, of Agent for
Service)
Calculation
of Registration Fee
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Proposed
Maximum
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Proposed
Maximum
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Title
of Each Class of Securities
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Amount
to be
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Offering
Price Per
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Aggregate
Offering
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Amount
of
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to
be Registered
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Registered
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Unit
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Price
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Registration
Fee
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Common
Stock
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4,000,000
shares (1)
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$29.02
(2)
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$116,080,000
(2)
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$12,421
(2)
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(1)
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Securities
Act"), this registration statement shall also cover any additional shares
of
Common Stock that become issuable under the Registrant's 2003 Stock Incentive
Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected which results in an increase in the number of
the
Registrant’s outstanding shares of Common Stock issuable pursuant to awards
granted under the Plan.
(2)
Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, based
upon the weighted average purchase price of shares subject to outstanding
options, and, as to shares not currently subject to outstanding options,
the
average of the high and low prices of the Common Stock as reported in the
consolidated reporting system on July 26, 2006.
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is filed pursuant to General Instruction
E to
Form S-8 for the purpose of registering an additional 4,000,000 shares of
the
common stock, par value $0.75 per share (“Common Stock”), of Brunswick
Corporation (the “Company”) that may be offered and sold under the 2003 Stock
Incentive (the “Plan”). The Company’s shareholders approved the addition of
these shares to the Plan at the Company’s Annual Meeting on May 3, 2006.
Statement
of Incorporation by Reference
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The
following documents heretofore filed with the Securities and Exchange Commission
(the “Commission”) (Commission file number 1-1043) by the Company are
incorporated herein by reference:
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1.
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the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2005;
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2.
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the
Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006;
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3.
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the
Company’s Current Reports on Form 8-K filed with the Commission on
January 26, February 28, April 27, July 12, July 18, July 24 and
July 27,
2006 and Current Report on Form 8-K/A filed with the Commission
on May 1,
2006;
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4.
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the
description of the Company’s Common Stock, $0.75 par value (the “Common
Stock”), contained on pages 8-9 of the Prospectus filed as part of
Amendment No. 1 to the Company’s Registration Statement
No. 33-45772 filed with the Commission on April 30, 1992,
including any amendment or report filed with the Commission for
the
purpose of updating such description;
and
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All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
after the date of this Registration Statement and prior to the filing of
a
post-effective amendment which indicates that all securities offered hereby
have
been sold or which deregisters all securities then remaining unsold, are
deemed
to be incorporated by reference in this Registration Statement and to be
a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
“Incorporated Documents”).
Any
statement contained in an Incorporated Document 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 Incorporated
Document 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 8.
Exhibits.
| 4.1 |
Restated
Certificate of Incorporation of the Company is hereby incorporated
by
reference to Exhibit 19.2 to the Company’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 1987.
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| 4.2 |
By-Laws
of the Company are hereby incorporated by reference to Exhibit
3.3 to the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2002.
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| 4.3 |
Brunswick
2003 Stock Incentive Plan (filed as an appendix to the Definitive
Proxy
Statement on Schedule 14A filed with the Commission on March 23,
2006, and
incorporated herein by reference).
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| 5* |
Opinion
of Marschall I. Smith as to the legality of the securities being
registered.
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| 23.1* |
Consent
of independent auditors.
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| 23.2* |
Consent
of Marschall I. Smith (included in the opinion filed as
Exhibit 5).
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| 24* |
Power
of Attorney authorizing certain persons to sign this Registration
Statement on behalf of certain directors and officers of the
Registrant.
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*Filed
herewith.
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 Lake
Forest, State of Illinois, on this 27th day of July, 2006.
| BRUNSWICK CORPORATION | ||
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| By: | /s/ ALAN L. LOWE | |
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Alan
L. Lowe
Vice
President and Controller
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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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Signature
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Signature
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*
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*
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Dustan
E. McCoy
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Manuel
A. Fernandez
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Chairman
and Chief Executive Officer
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Director
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(Principal
Executive Officer) and Director
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*
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/s/
PETER
G. LEEMPUTTE
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Peter
B. Hamilton
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Peter
G. Leemputte
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Vice
Chairman and President -
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Senior
Vice President and Chief Financial
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Brunswick
Boat Group and Director
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Officer
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(Principal
Financial Officer)
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*
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Peter
Harf
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/s/
ALAN L. LOWE
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Director
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Alan
L. Lowe
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Vice
President and Controller (Principal
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Accounting
Officer)
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*
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Graham
H. Phillips
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Director
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Nolan
D. Archibald
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Director
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Roger
W. Schipke
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Director
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Jeffrey
L. Bleustein
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Director
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Ralph
C. Stayer
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Director
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Michael
J. Callahan
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Director
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Lawrence
A. Zimmerman
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Director
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*By:
/s/ MARSCHALL
I. SMITH
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Marschall
I. Smith
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Attorney
in Fact
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