As filed with the Securities and Exchange Commission on November 27, 2000
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(Exact name of registrant as specified in its charter)
New York 13-1432060
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
521 West 57th Street
New York, New York 10019
(Address of principal executive offices) (Zip Code)
IFF Global Employee Stock Purchase Plan
(Full title of the plan)
Stephen A. Block
Senior Vice-President, General Counsel & Secretary
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
(212) 765-5500
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed
Proposed Maximum Maximum Amount of
Title of Securities to be Amount to be Offering Price Per Aggregate Registration
Registered Registered(1) Share Offering Price Fee
====================================================================================================================
Common Stock, $.12 1/2 par value. 5,000,000 shares $18.66(4) $93,281,250 $24,627
Common Stock Purchase
Rights (2)(3)
====================================================================================================================
(1) 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 IFF Global
Employee Stock Purchase Plan.
(2) In addition, pursuant to Rule 416(c), this Registration Statement also
covers an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein.
(3) The Rights to purchase Common Stock will be attached to and will trade
with shares of Common Stock of the Company.
(4) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h). The price is based upon the average of the high and low
prices of International Flavors & Fragrances Inc. Common Stock on November 24,
2000, as reported on the New York Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Section 10(a) prospectus relating to the Plan is omitted from this
Registration Statement pursuant to 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 documents listed in (a) through (c) below are incorporated by reference
in this registration statement and all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), 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
to be incorporated by reference in the registration statement and to be part
thereof from the date of filing of such documents.
(a) The registrant's Annual Report on Form 10-K for the year ended December
31, 1999.
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 2000 and the registrant's Current Reports
on Form 8-K filed on March 22, 2000, September 27, 2000, October 2, 2000 and
November 13, 2000.
(c) The description of the registrant's shares of Common Stock, including
the Rights related to the shares as set forth in the Shareholder Protection
Rights Agreement, contained in the registrant's registration statement filed
under the Exchange Act, file no. 1-4858, including any amendment or report filed
for the purpose of updating such description.
Item 4. Description of Securities.
Not applicable. The registrant's common stock is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
PricewaterhouseCoopers LLP, the registrant's independent accountants, have
no interest in the registrant.
Stephen A. Block, Esq., Senior Vice-President, General Counsel and
Secretary of the registrant, beneficially owns 61,432 shares of the registrant's
Common Stock as of the date of this Registration Statement. Mr. Block has passed
upon the legality of the shares 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 of Directors of the registrant amended the
registrant's By-laws to extend such indemnification and advancement of expenses
to its directors and officers. Article II, Section 14 of the registrant's
By-laws, as amended, provides among other things that a corporation may
indemnify a person against judgments, fines, amounts paid in settlement and
reasonable expenses arising out of litigation, to which such person shall have
been made a party by reason of the fact he is or was a director or officer of
the corporation, unless a judgment or other final adjudication adverse to such
person establishes that his 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 personally gained in fact a personal
3
profit or other advantage to which he was not entitled. The By-laws also permit
the registrant 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, the registrant amended its Certificate of
Incorporation by adding a new Article XI which had been approved by the
shareholders on May 12, 1988. Article XI provides that no director of the
registrant shall be personally liable to the registrant or its shareholders for
damages for any breach of duty as a director. Article XI does not permit
elimination or limitation of the liability of any director if a judgment or
other final adjudication adverse to him establishes that (i) his acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that he personally derived a financial profit or other
advantage to which he was not legally entitled, or (ii) that his action involved
(a) an improper declaration of any dividend or other distribution, (b) an
improper redemption by the registrant 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 the registrant or (d) the
making of an improper loan to a director. Article XI also does not authorize any
limitation on the ability of the registrant 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 the registrant's Certificate of Incorporation containing the
limitation on directors' liability.
On December 9, 1975, the registrant's Board of Directors adopted a
resolution pursuant to which the registrant is obligated to indemnify, to the
extent permitted by law, any director, officer or employee of the registrant
against any liability arising out of claims under the Employee Retirement Income
Security Act of 1974.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
------
5 Opinion of Legal Counsel
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Legal Counsel (included in Exhibit 5)
24 Power of Attorney
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 (the "Act");
(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
4
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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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
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 Exchange Act that are incorporated by
reference in this registration statement.
2. That, for the purpose of determining any liability under the
Act, 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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 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 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
The Registrant. 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 this 27th day of
November, 2000.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By: /s/ DOUGLAS J. WETMORE
----------------------------------
Douglas J. Wetmore,
Senior Vice-President and Chief
Financial Officer
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.
Name Title Date
* Chairman of the Board and Chief November 27, 2000
- --------------------------- Executive Officer
Richard A. Goldstein (Principal Executive Officer)
* Senior Vice-President, Chief November 27, 2000
- --------------------------- Financial Officer and Director
Douglas J. Wetmore (Principal Financial Officer and
Principal Accounting Officer)
* Director November 27, 2000
- ---------------------------
Margaret Hayes Adame
* Director November 27, 2000
- ---------------------------
Richard M. Furlaud
* Director November 27, 2000
- ---------------------------
Peter A. Georgescu
* Director November 27, 2000
- ---------------------------
Carlos A. Lobbosco
* Director November 27, 2000
- ---------------------------
George Rowe, Jr.
* Director November 27, 2000
- ---------------------------
Henry P. van Ameringen
* Director November 27, 2000
- ---------------------------
William D. Van Dyke, III
* /s/ STEPHEN A. BLOCK
---------------------
Stephen A. Block
Attorney-in-fact
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Legal Counsel
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Legal Counsel (included in Exhibit 5)
24 Power of Attorney
EXHIBIT 5
November 27, 2000
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
Re: IFF Global Employee Stock Purchase Plan
Gentlemen:
I am Senior Vice-President, General Counsel and Secretary of International
Flavors & Fragrances Inc. (the "Company") and have represented the Company in
connection with the IFF Global Employee Stock Purchase Plan (the "Plan"). I have
reviewed the Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), relating to the
registration of an aggregate of 5,000,000 shares of the Company's common stock,
par value $.12 1/2 per share ("Common Stock"), to be issued by the Company
pursuant to the Plan. I have reviewed the Registration Statement, the charter
and by-laws of the Company, corporate proceedings of the Board of Directors
relating to the issuance of shares of Common Stock, and such other documents,
corporate records and matters of law as I have deemed necessary for purposes of
this opinion letter, and based thereupon I am of the opinion that the shares of
Common Stock that may be issued pursuant to the Plan will be, when issued and
paid for in accordance with the Plan, duly authorized, validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement to effect the registration of the Common Stock under the
Act and to the reference to me under the caption "Interests of Named Experts and
Counsel" therein.
Very truly yours,
INTERNATIONAL FLAVORS & FRAGRANCES
INC.
/s/ STEPHEN A. BLOCK
----------------------------------
Stephen A. Block
Senior Vice-President, General
Counsel and Secretary
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 27, 2000 relating to the
financial statements and financial statement schedule of International Flavors &
Fragrances Inc., which appears in International Flavors & Fragrances Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
November 27, 2000
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director and/or officer of International Flavors &
Fragrances Inc., a New York corporation, which is about to file with the
Securities and Exchange Commission, under the provisions of the Securities Act
of 1933, as amended, a new Registration Statement on Form S-8 or on other
appropriate form, for the purpose of registering shares of the Corporation's
Common Stock to be issued as and when purchased by employees under the "IFF
Global Employee Stock Purchase Plan" hereby constitutes and appoints Stephen A.
Block or Peter J. Serritella his (her) attorneys, and each of them his (her)
attorney with power to act without the other, with full power of substitution
and resubstitution, for him (her) and in his (her) name, place and stead to sign
in any and all capacities such new Registration Statement, and any and all
amendments thereto, and to file the same with all exhibits thereto and other
documents in connection therewith, granting unto such attorneys, and each of
them, full power and authority to do so and perform all and every act necessary
to be done in connection therewith, as fully to all intents and purposes as he
(she) might or could do if personally present, hereby ratifying the acts of such
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has hereunto set his (her) hand and
seal this 14th day of November, 2000.
/s/ MARGARET HAYES ADAME
-------------------------------
Margaret Hayes Adame
/s/ RICHARD M. FURLAUD
-------------------------------
Richard M. Furlaud
/s/ PETER A. GEORGESCU
-------------------------------
Peter A. Georgescu
/s/ CARLOS A. LOBBOSCO
-------------------------------
Carlos A. Lobbosco
/s/ GEORGE ROWE, JR.
-------------------------------
George Rowe, Jr.
/s/ HENRY P. VAN AMERINGEN
-------------------------------
Henry P. van Ameringen
/s/ WILLIAM D. VAN DYKE, III
-------------------------------
William D. Van Dyke, III
/s/ RICHARD A. GOLDSTEIN
-------------------------------
Richard A. Goldstein
/s/ DOUGLAS J. WETMORE
-------------------------------
Douglas J. Wetmore