Edgar Filing: MCCORMICK & CO INC

As filed with the Securities and Exchange Commission on March 23, 2001
Registration No. 33-_____
Securities and Exchange Commission
Washington, D. C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MCCORMICK & COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)

MARYLAND 52-0408290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

18 Loveton Circle 21152
(Address of Principal Executive Offices) (Zip Code)

2001 EMPLOYEES STOCK PURCHASE PLAN
2001 STOCK OPTION PLAN
MCCORMICK UK SAYE PLAN
MCCORMICK FRANCE SHARE OPTION PLAN
MCCORMICK B2K STOCK BONUS PLAN
NON-QUALIFIED STOCK OPTIONS
(Full title of plans)

Robert W. Skelton
Vice President, General Counsel & Secretary
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152
(410) 771-7563
(Name, address and telephone of agent for service)

Approximate Date of Commencement of Proposed Sale to
the Public: As soon as practicable after the Registration
Statement becomes effective.

CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered* Per Share* Offering Price Fee

Common Stock 6,781,000 shares
(no par value) $39.37 $380,432,310 $95,108.08
Common Non-Voting Stock 2,882,000 shares
(no par value)

* Represents the aggregate number of shares available at March 23, 2001
for issuance under the Plans with the estimated offering price and registration
fee, calculated in accordance with Rule 457 (c) and (h), based upon the average
of the high and low price of the common stock of the Registrant on March 22 ,
2001 ($). In addition, pursuant to Rule 416(c under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plans described herein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents or designated portions thereof are incorporated
herein by reference:

(i) The Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 2000, and all other reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
November 30, 1998;

(ii) The Company's Form 10 Registration Statement dated April 29,
1965 (Registration Statement File Number 0-748) registering stock
pursuant to Section 12(g) of the Securities and Exchange Act of 1934,
as amended by Form 8 filed on August 16, 1988 with the Commission,
which describes the Company's Securities; and

(iii) All documents filed by the Company or the McCormick & Company,
Incorporated Deferred Compensation Plan pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent
to the filing of this Registration Statement, and prior to the filing
of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be
a part hereof from the date of filing of such documents. Any
statement shall be deemed to be modified or superseded to the extent
that a statement contained in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such prior statement. The documents required
to be so modified or superseded shall not be deemed to constitute a
part of this Registration Statement, except as so modified or
superseded.

ITEM 4. DESCRIPTION OF SECURITIES

Not required.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The legal validity of the issuance of the shares of Common Stock and Common
Stock Non-Voting offered by the Prospectus has been passed upon by Robert W.
Skelton, Vice President and General Counsel of the Company. As of December 29,
2000, the record date for the 2001 Annual Meeting of Stockholders, Mr. Skelton
owned 50,486 shares of the Company's Common Stock and 24,347 shares of Common
Stock Non-Voting, which includes shares of Common Stock and Common Stock
Non-Voting beneficially owned by Mr. Skelton alone or jointly with his spouse
and children who have the same home as Mr. Skelton. It also includes shares
which could be acquired within 60 days of December 29, 2000 pursuant to the
exercise of stock options and shares beneficially owned by virtue of his
participation in the McCormick Profit Sharing Plan. Ernst & Young LLP,
independent auditors, have no reportable interest in the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the Company's By-Laws and the Maryland General Corporation Law, the
directors and officers of the Company may be entitled to indemnification in
respect to threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative ("proceedings") to
which they are made a party by reason of their position as a director or officer
of the Company. In the case of conduct in their official capacity with the
Company, directors and officers will be entitled to indemnification so long as
they acted in good faith and in a manner which they reasonably believed was in
the best interests of the Company, and in all other cases they will be entitled
to indemnification so long as they acted in good faith and in a manner that was
at least not opposed to the best interests of the Company. In the case of
criminal proceedings, the director or the officer also must have had no
reasonable cause to believe that the conduct was unlawful.

If the director or officer is successful on the merits or otherwise in the
defense of any proceedings, the director or officer will be entitled to
indemnification against reasonable expenses incurred in connection with the
proceedings regardless of whether the foregoing standards are met. In addition,
a court of competent jurisdiction may order indemnification if it determines
that the director or officer has met the foregoing standards, or even if not, if
it determines that the director or officer is entitled to indemnification in
view of all the relevant circumstances.

Any indemnification required or permitted by the Company's By-Laws and the
Maryland General Corporation Law may be against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director or officer
in connection with the proceeding. However, if the proceeding is by or in the
right of the Company, indemnification may be made only against expenses and may
not be made in respect of any proceeding in which the director or officer is
adjudged to be liable to the Company.

Under the Company's Charter, the monetary liability of directors and
officers to the Company or its stockholders is eliminated except for, and to the
extent of, actual receipt of an improper benefit in money, property or services,
or in respect to an adjudication based upon a finding of active and deliberate
dishonesty material to the cause of action adjudicated.

The Company also maintains for the benefit of its directors and officers
insurance covering certain liabilities asserted against or incurred by such
persons in their capacity as, or as a result of their position of, director or
officer of the Company. This insurance may afford protection for liabilities not
subject to indemnification under the Company's By-Laws and the Maryland General
Corporation Law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8. EXHIBITS

See Exhibit Index.

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 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;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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 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 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
Securities Act of 1933 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 questions 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.

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
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 County of Baltimore, and the State of Maryland, on the 23rd
day of March, 2001.

McCORMICK & COMPANY, INCORPORATED

By: /s/ Robert J. Lawless
---------------------------
Robert J. Lawless
Chairman, President & Chief Executive Officer

Pursuant to the requirements 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.

Principal Executive Officer:

/s/ Robert J. Lawless Chairman, President & March 23, 2001
----------------------------- Chief Executive Officer
Robert J. Lawless

Principal Financial Officer

/s/ Francis A. Contino Executive Vice President & March 23, 2001
----------------------------- Chief Financial Officer
Francis A. Contino

Principal Accounting Officer

/s/ Kenneth A. Kelly, Jr.
----------------------------- Vice President & March 23, 2001
Kenneth A. Kelly, Jr. Controller

A majority of the Board of Directors:

BARRY H. BERACHA, JAMES T. BRADY, FRANCIS A. CONTINO, ROBERT G. DAVEY, EDWARD S.
DUNN, JR., FREEMAN A. HRABOWSKI, III, ROBERT J. LAWLESS, JOHN C. MOLAN, CARROLL
D. NORDHOFF, ROBERT W. SCHROEDER, WILLIAM E. STEVENS AND KAREN D. WEATHERHOLTZ.

By: /s/ Robert W. Skelton Attorney-in-fact March 23, 2001
---------------------------
Robert W. Skelton

MCCORMICK & COMPANY, INCORPORATED 2001 EMPLOYEES STOCK PURCHASE PLAN. Pursuant
to the requirements of the Securities Act of 1933, the McCormick & Company,
Incorporated 2001 Employees Stock Purchase Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Baltimore, and the State of Maryland, on the
23rd day of March, 2001.

MCCORMICK & COMPANY, INCORPORATED
2001 EMPLOYEES STOCK PURCHASE PLAN