S-8 1 forms8oct03.htm SEC FORM S-8 DATED OCTOBER 30, 2003 UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

WM. WRIGLEY JR. COMPANY
(Exact Name of Registrant as Specified in Its Charter)

 

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

 

36-1988190
(I.R.S. Employer Identification Number)

 

410 North Michigan Avenue
Chicago, Illinois

     


60611

(Address of Principal Executive Offices)

     

(Zip Code)

 
 

Amended Wm. Wrigley Jr. Company
1997 Management Incentive Plan

 

(Full Title of the Plan)

 
 

Howard Malovany, Esq.
Vice President, Secretary and General Counsel
Wm. Wrigley Jr. Company
410 North Michigan Avenue, Chicago, IL 60611

 

(Name and Address of Agent For Service)

     
 

(312) 644-2121

 

 

(Registrant's Telephone Number, including Area Code)

 
 

CALCULATION OF REGISTRATION FEE


Title of Each
Class of Securities
To Be
Registered



Amount
To Be
Registered

Proposed
Maximum
Offering
Price Per
Share

Proposed
Maximum
Aggregate
Offering
Price



Amount of
Registration
Fee

Common Stock,
no par value

10,000,000 (1)

$56.34 (2)

$563,400,000 (2)

$45,579.06

 

(1)

Together with an indeterminate number of shares of the Registrant's Common Stock that may be necessary to adjust the number of shares reserved for issuance pursuant to the Registrant's Management Incentive Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of the Registrant's Common Stock. In accordance with Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), such indeterminable number of additional shares as may be issuable as a result of such adjustments are also registered hereby.

   

(2)

Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rule 457(c) of the Securities Act based upon the average of the high and low prices of the Common Stock on October 27, 2003, as reported on the New York Stock Exchange.

 

 

REGISTRATION OF ADDITIONAL SECURITIES

 

         The Registrant is filing this registration statement for the purpose of registering, in accordance with Instruction E to Form S-8, an additional ten million (10,000,000) shares of its Common Stock, no par value (the "Common Stock"), issuable under the Amended Wm. Wrigley Jr. Company 1997 Management Incentive Plan (the "Management Incentive Plan"). Pursuant to such Instruction E, the contents of the registration statement on Form S-8 (File No. 333-48715) are hereby incorporated by reference into this registration statement.

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 5.

 

Interest of Named Experts and Counsel.

     

          Howard Malovany will issue an opinion regarding the validity of the Common Stock offered hereby. Mr. Malovany is the Company's Vice President, Secretary and General Counsel. Mr. Malovany currently owns shares of the Common Stock and is eligible to participate in the Management Incentive Plan.

 

Item 8.

 

Exhibits.

 

          See Exhibit Index.

 

SIGNATURES

 

          The Registrant. Pursuant to the requirements of the Securities Exchange 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 Chicago, State of Illinois, on this 30th day of October, 2003.

 
 
 
 

WM. WRIGLEY JR. COMPANY

   
   
   
 

By:

/s/ Howard Malovany                           

   

Howard Malovany

   

Vice President, Secretary and General Counsel

     
 

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Howard Malovany with power to act without the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all subsequent amendments and supplements to this Registration Statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may 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                                 

 

Date                      

     

/s/ William Wrigley, Jr.                     
President and Chief Executive Officer and
Chairman of the Board of Directors

 

October 30, 2003

     

/s/ Ronald V. Waters                       
Ronald V. Waters
Senior Vice President and Chief
Financial Officer

 

October 30, 2003

     

/s/ Reuben Gamoran                        
Reuben Gamoran
Vice President and Controller

 

October 30, 2003

     

/s/ John F. Bard                           
John F. Bard
Director

 

October 30, 2003

     

/s/ Howard B. Bernick                     
Howard B. Bernick
Director

 

October 30, 2003

     

/s/ Thomas A. Knowlton                   
Thomas A. Knowlton
Director

 

October 30, 2003

     

/s/ Penny Pritzker                          
Penny Pritzker
Director

 

October 30, 2003

     

/s/ Melinda R. Rich                        
Melinda R. Rich
Director

 

October 30, 2003

     

/s/ Steven B. Sample                       
Steven B. Sample
Director

 

October 30, 2003

     

/s/ Alex Shumate                          
Alex Shumate
Director

 

October 30, 2003

     

/s/ Richard K. Smucker                    
Richard K. Smucker
Director

 

October 30, 2003

     
     

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

   

4

 

Amended Wm. Wrigley Jr. Company 1997 Management Incentive Plan (incorporated by reference to Exhibit 10(g) to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2002).

     

5

 

Opinion of Howard Malovany

     

23(a)

 

Consent of Ernst & Young LLP

     

23(b)

 

Consent of Howard Malovany (included in Exhibit 5)

     

24

 

Power of Attorney (included on signature page)