-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CPLAVfrdp8jwIGWH2Xw6hPXvOntWl2setM7m0EwvOmc8y318EPqMvCP6KSSpD6Al SdQyGij6dGW7tObvJyCw7A== 0000914121-03-000438.txt : 20030416 0000914121-03-000438.hdr.sgml : 20030416 20030416161850 ACCESSION NUMBER: 0000914121-03-000438 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030416 EFFECTIVENESS DATE: 20030416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PFIZER INC CENTRAL INDEX KEY: 0000078003 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 135315170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-104582 FILM NUMBER: 03652762 BUSINESS ADDRESS: STREET 1: 235 E 42ND ST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125732323 MAIL ADDRESS: STREET 1: 235 E 42ND ST CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: PFIZER CHARLES & CO INC DATE OF NAME CHANGE: 19710908 S-8 1 saving-plan_s8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 16, 2003 Registration Statement No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION 450 5TH STREET N.W. WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- PFIZER INC. (Exact name of Registrant as specified in its charter) DELAWARE 13-5315170 (State of Incorporation) (I.R.S. Employer Identification No.) 235 EAST 42ND STREET NEW YORK, NEW YORK 10017-5755 (Address of Principal Executive Offices) ---------- PHARMACIA SAVINGS PLAN (Full Title of the Plan) MARGARET M. FORAN, ESQ. PFIZER INC. 235 EAST 42ND STREET NEW YORK, NEW YORK 10017-5755 (Name and Address of Agent for Services) (212) 773-4802 (Telephone Number of Agent for Service) ----------
CALCULATION OF REGISTRATION FEE ========================================================================================= TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED(2) OFFERING PRICE PER AGGREGATE REGISTRATION REGISTERED(1) SHARE(3) OFFERING PRICE(3) FEE(3) - ----------------------------------------------------------------------------------------- Common Stock, $.05 34,757,137 shs. $31.80 $1,105,276,956.60 $89,416.91 par value ===========================================================================================
- ---------- 1 Includes Pfizer Preferred Stock purchase rights which, until events specified in Pfizer's Rights Agreement occur, will not be exercisable or evidenced separately from the common stock. 2 Represents 10,143,357 shares of common stock under the Common Stock ESOP; 15,700,750 shares of common stock under the Preferred Stock ESOP; and 8,913,030 shares of common stock under the Pharmacia Common Stock Fund. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. 3 Estimated to calculate the registration fee based on the average of the high and low prices of Pfizer Inc. Common Stock for New York Stock Exchange Composite Transactions on April 11, 2003, as reported in The Wall Street Journal. ================================================================================ PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following are incorporated by reference: o the Annual Report of Pfizer Inc. on Form 10-K for the year ended December 31, 2002, o all other reports we subsequently filed under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, o the description of our common stock contained in our Registration Statement filed under Section 12 of the Securities Exchange Act of 1934, including all amendments and reports updating the description, o the Annual Report of Pharmacia Corporation on Form 10-K for the year ended December 31, 2002, and o all other reports subsequently filed by Pharmacia Corporation under Sections 13(a) or 15(d) of the Securities and Exchange Act of 1934. All documents later filed by us under Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, before we file a post-effective amendment that indicates all securities offered have been sold or which deregisters all securities that have not been sold, will be incorporated by reference and will be a part of this filing from the date that document was filed. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the securities has been passed upon by Margaret M. Foran, Esq., Vice President - Corporate Governance and Secretary for the Company. Ms. Foran beneficially owns Common Stock and options to purchase Common Stock granted under the Pfizer Inc. Stock and Incentive Plan. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of Delaware permits a corporation to indemnify any person who is or has been a director, officer, employee or agent of the corporation or who is or has been serving as director, officer, employee or agent of another corporation, organization or enterprise at the request of the corporation, against all liability and expenses (including, but not limited to, attorneys' fees and disbursements and amounts paid in settlement or in satisfaction of judgments or as fines or penalties) incurred or paid in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, in which he/she may be involved by reason of the fact that he/she served or is serving in these capacities, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no cause to believe his/her conduct was unlawful. In the case of a claim, action, suit or proceeding made or brought by or in the right of the corporation to procure a recovery or judgment in its favor, the corporation shall not indemnify such person in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation for negligence or misconduct in the performance of his/her duty to the corporation, except for such expenses as the court may allow. Any such person who has been wholly successful on the merits or otherwise with respect to any such claim, action, suit or proceeding or with respect to any claim, issue or matter therein, shall be indemnified as of right against all expenses in connection therewith or resulting therefrom. Pursuant to Article V, Section 1 of our By-Laws, we will indemnify directors and officers to the fullest extent permitted by applicable law as it presently exists or is amended. We are insured against actions taken under our By-Laws and the directors and officers are insured directly at our expense against such liabilities for which indemnification is not made. We have entered into agreements with our directors and certain of our officers requiring us to indemnify such persons to the fullest extent permitted by our By-Laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS EXHIBIT 5 -- Opinion and Consent of Margaret M. Foran, Esq., Vice President - Corporate Governance and Secretary. 23(i) -- Consent of KPMG LLP, independent auditors. 23(ii) -- Consent of PricewaterhouseCoopers LLP, independent accountants. 23(iii) -- Consent of Deloitte & Touche LLP, independent auditors. ITEM 9. UNDERTAKINGS The Company 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; (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) 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 about the plan of distribution not already disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 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 Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be a new registration statement relating to the securities offered, and the offering of such securities at that time will be viewed as the initial bona fide offering. (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the end of the offering. (4) 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 Section 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 will be a new registration statement relating to the securities offered, and the offering of such securities at that time shall be viewed as the initial bona fide offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant under the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification 2 is against public policy as expressed in the Act and is 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. 3 SIGNATURES Under the requirements of the Securities Act of 1933, the Registrant has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has caused this Registration Statement to be signed on its behalf by the authorized signer in The City of New York, State of New York, on the 16th day of April, 2003. PFIZER INC By /s/ HENRY A. MCKINNELL -------------------------------------- HENRY A. MCKINNELL Chairman of the Board , Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------------------------- ------------------------ --------------- /s/ HENRY A. MCKINNELL Chairman of the Board, April 16, 2003 - --------------------------- Chief Executive Officer (Henry A. McKinnell) and Director (Principal Executive Officer) /s/ DAVID L. SHEDLARZ Executive Vice President April 16, 2003 - --------------------------- and Chief Financial (David L. Shedlarz) Officer (Principal Financial Officer) /s/ LORETTA V. CANGIALOSI Vice President - April 16, 2003 - --------------------------- Controller (Principal (Loretta V. Cangialosi) Accounting Officer) /s/ MICHAEL S. BROWN Director April 16, 2003 - --------------------------- (Michael S. Brown) /s/ M. ANTHONY BURNS Director April 16, 2003 - --------------------------- (M. Anthony Burns) /s/ ROBERT N. BURT Director April 16, 2003 - --------------------------- (Robert N. Burt) /s/ W. DON CORNWELL Director April 16, 2003 - --------------------------- (W. Don Cornwell) /s/ WILLIAM H. GRAY, III Director April 16, 2003 - --------------------------- (William H. Gray, III) /s/ CONSTANCE J. HORNER Director April 16, 2003 - --------------------------- (Constance J. Horner) 4 SIGNATURE TITLE DATE - --------------------------- ------------------------ --------------- /s/ WILLIAM R. HOWELL Director April 16, 2003 - --------------------------- (William R. Howell) /s/ STANLEY O. IKENBERRY Director April 16, 2003 - --------------------------- (Stanley O. Ikenberry) /s/ HARRY P. KAMEN Director April 16, 2003 - --------------------------- (Harry P. Kamen) /s/ GEORGE A. LORCH Director April 16, 2003 - --------------------------- (George A. Lorch) /s/ DANA G. MEAD Director April 16, 2003 - --------------------------- (Dana G. Mead) /s/ FRANKLIN D. RAINES Director April 16, 2003 - --------------------------- (Franklin D. Raines) /s/ RUTH J. SIMMONS Director April 16, 2003 - --------------------------- (Ruth J. Simmons) /s/ WILLIAM C. STEERE, JR. Director April 16, 2003 - --------------------------- (William C. Steere, Jr.) /s/ JEAN-PAUL VALLES Director April 16, 2003 - --------------------------- (Jean-Paul Valles) 5 THE PLANS Pursuant to the requirements of the Securities Act of 1933, the Savings and Investment Plan Committee has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized in the City of New York, State of New York, on April 16, 2003. PHARMACIA SAVINGS PLAN By: /s/ DAVID L. SHEDLARZ -------------------------------------- David L. Shedlarz Chair, Savings and Investment Plan Committee 6 EXHIBIT INDEX EXHIBIT 5 -- Opinion and Consent of Margaret M. Foran, Esq., Vice President - Corporate Governance and Secretary. 23(i) -- Consent of KPMG LLP, independent auditors. 23(ii) -- Consent of PricewaterhouseCoopers LLP, independent accountants. 23(iii) -- Consent of Deloitte & Touche LLP, independent auditors. 7 EX-5 4 saving-plan_ex5.txt OPINION AND CONSENT EXHIBIT 5 [LETTERHEAD OF MARGARET M. FORAN] April 16, 2003 Pfizer Inc. 235 East 42nd Street New York, New York 10017-5755 Pfizer Inc.: In connection with the Registration Statement on Form S-8 relating to 34,757,137 shares of Common Stock of Pfizer Inc. under the Pharmacia Savings Plan (the "Plan"), adopted and assumed by Pfizer Inc. in connection with the merger with the Pharmacia Corporation, it is my opinion that: All necessary corporate proceedings have been taken to authorize the issuance of the shares under the Plan, and all such shares, upon issuance in accordance with the Plan and upon full payment in cash for such shares issued, will be validly issued and outstanding and fully paid and non-assessable. In preparing this opinion, I have examined certificates of public officials, certificates of officers and copies certified to my satisfaction of such corporate documents and records of the Company and such other papers as I have thought relevant and necessary as a basis for my opinion. I have relied on such certificates in connection with the accuracy of actual matters contained in such documents which were not independently established. I consent to the use of this opinion in the Registration Statement and to the reference to my name under the heading "Legal Opinion" in the Prospectus. In giving such consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/ MARGARET M. FORAN -------------------------------------- Margaret M. Foran 8 EX-23.(I) 5 saving-plan_ex23i.txt CONSENT OF KPMG LLP EXHIBIT 23(i) INDEPENDENT AUDITORS' CONSENT The Board of Directors of Pfizer Inc: We consent to the incorporation by reference in the registration statement on Form S-8, dated April 16, 2003, of our report dated February 27, 2003, with respect to the consolidated balance sheets of Pfizer Inc and Subsidiary Companies as of December 31, 2002 and 2001, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2002, which report appears in the December 31, 2002 Annual Report on Form 10-K of Pfizer Inc filed March 27, 2003. KPMG LLP New York, New York April 16, 2003 9 EX-23.(II) 6 saving-plan_ex23ii.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23(ii) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 3, 2003 relating to the financial statements of Pharmacia Corporation, which appears in Pharmacia Corporation's Annual Report on Form 10-K for the year ended December 31, 2002. PricewaterhouseCoopers LLP Florham Park, New Jersey April 16, 2003 10 EX-23.(III) 7 saving-plan_ex23iii.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23(iii) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Pfizer Inc.'s Registration Statement on Form S-8 of our report dated November 1, 2002 (November 15, 2002 as to Note 24) on the consolidated financial statements of Monsanto Company and subsidiaries as of August 13, 2002 and for the period from January 1, 2002 to August 13, 2002; and of our report dated February 5, 2002 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, in 2000), on the consolidated financial statements of Monsanto Company and subsidiaries as of December 31, 2001 and for each of the two years in the period ended December 31, 2001, incorporated by reference in the annual report of Pharmacia Corporation on Form 10-K for the year ended December 31, 2002. Deloitte & Touche LLP St. Louis, Missouri April 16, 2003 11 -----END PRIVACY-ENHANCED MESSAGE-----