As filed with the Securities and Exchange Commission on February 3, 2006
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE ESTEE LAUDER COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 11-2408943
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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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 ESTEE LAUDER COMPANIES INC.
AMENDED AND RESTATED FISCAL 2002 SHARE INCENTIVE PLAN
(Full Title of Plan)
Sara E. Moss, Esq.
Executive Vice President, General Counsel and Secretary
The Estee 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)
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COPY TO:
Jeffrey J. Weinberg, Esq.
Weil, Gotshal & Manages LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE (2)
Class A common Stock,
par value $0.01 per share 10,000,000 shares $36.02 $360,200,000.00 $38,542.00
==========================================================================================================================
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(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 on the New York Stock Exchange on
January 31, 2006.
EXPLANATORY NOTE
In accordance with General Instruction E to Form S-8, this Registration
Statement registers 10,000,000 additional shares of Class A common stock of The
Estee Lauder Companies Inc. (the "Company"), par value $0.01 per share (the
"Class A Common Stock"), for issuance pursuant to benefits awarded under the
Company's Amended and Restated Fiscal 2002 Share Incentive Plan. The contents of
two earlier Registration Statements on Form S-8 filed with respect to the
Company's Fiscal 2002 Share Incentive Plan, as filed with the Securities and
Exchange Commission on July 22, 2005, Registration Statement No. 333-126820, and
on November 1, 2001, Registration No. 333-72684, 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
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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 Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999) (File No. 001-14064).
4.3 - 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 17, 2005) (File No. 001-14064).
5 - Opinion of Weil, Gotshal & Manges LLP.
23.1 - Consent of KPMG LLP.
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 - The Estee 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 17, 2005) (File No. 001-14064).
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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 February 3, 2006.
THE ESTEE LAUDER COMPANIES INC.
By: /s/ Richard W. Kunes
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Name: Richard W. Kunes
Title: Executive Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William P. Lauder, Richard W. Kunes and
Sara E. Moss, 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/ William P. Lauder President, Chief Executive Officer February 3, 2006
------------------------------ and Director
William P. Lauder (Principal Executive Officer)
/s/ Leonard A. Lauder Chairman of the Board of Directors February 3, 2006
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Leonard A. Lauder
/s/ Charlene Barshefsky Director February 3, 2006
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Charlene Barshefsky
/s/ Rose Marie Bravo Director February 3, 2006
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Rose Marie Bravo
/s/ Mellody Hobson Director February 3, 2006
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Mellody Hobson
/s/ Irvine O. Hockaday, Jr. Director February 3, 2006
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Irvine O. Hockaday, Jr.
/s/ Aerin Lauder Director February 3, 2006
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Aerin Lauder
/s/ Ronald S. Lauder Director February 3, 2006
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Ronald S. Lauder
4
/s/ Richard D. Parsons Director February 3, 2006
--------------------------------
Richard D. Parsons
/s/ Marshall Rose Director February 3, 2006
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Marshall Rose
/s/ Lynn Forester de Rothschild Director February 3, 2006
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Lynn Forester de Rothschild
/s/ Barry S. Sternlicht Director February 3, 2006
--------------------------------
Barry S. Sternlicht
/s/ Richard W. Kunes Executive Vice President and Chief February 3, 2006
-------------------------------- Financial Officer (Principal Financial
Richard W. Kunes and Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
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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 Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999) (File No. 001-14064).
4.3 - 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 17, 2005) (File No. 001-14064).
5 - Opinion of Weil, Gotshal & Manges LLP.
23.1 - Consent of KPMG LLP.
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 - The Estee 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 17, 2005) (File No. 001-14064).
6