sv8
As filed with the Securities and Exchange Commission on August 13, 2010
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MASCO CORPORATION
(Exact Name of Registrant as specified in its charter)
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| Delaware
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38-1794485 |
| (State or other jurisdiction of
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(I.R.S. Employer |
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Identification No.) |
21001 Van Born Road
Taylor, Michigan
48180
(Address including zip code of Principal Executive Offices)
Masco Corporation 401(k) Plan
Masco Corporation Hourly 401(k) Plan
(Full title of the plan)
Gregory D. Wittrock
Vice President, General Counsel and
Secretary
Masco Corporation
21001 Van Born Road
Taylor, Michigan, 48180
(313) 274-7400
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
| Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed Maximum |
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Amount of |
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Amount to be |
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Maximum Offering |
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Aggregate |
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Registration Fee |
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Title of Securities to be Registered |
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Registered (1) |
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Price Per Share (2) |
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Offering Price (2) |
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(2) (3) |
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Common Stock (par value $1.00 per
share)
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1,000,000 |
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10.67 |
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10,670,000 |
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760.77 |
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Pursuant to Rule 416(a), this Registration Statement covers such indeterminate number of
additional shares of Common Stock as may be issuable in the event of stock splits, stock
dividends or similar transactions. |
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Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as
amended (the “1933 Act”), solely for the purpose of computing the registration fee, based on
the average of the high and low prices of the securities being registered hereby on the New
York Stock Exchange on August 11, 2010. |
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The filing fee payable herewith was previously paid and should be offset from the amount in
the Company’s account with the SEC. |
TABLE OF CONTENTS
EXPLANATORY NOTE
A Registration Statement on Form S-8 (Registration No. 333-74815) of Masco
Corporation (the “Company”) was filed on March 22, 1999 to register under the 1933 Act 1,000,000
shares of the Company’s common stock, par value $1.00 per share, to be offered pursuant to the
Masco Corporation 401(k) Plan (f/k/a Masco Corporation Salaried Savings Plan 401(k)) and the
Masco Corporation Hourly 401(k) Plan (f/k/a Masco Corporation Hourly Savings Plan 401(k)). A
Registration Statement on Form S-8 (Registration No. 333-75362) of the Company was filed on
December 18, 2001 to register under the 1933 Act 250,000 shares of the Company’s common stock
par value $1.00 per share to be offered pursuant to the Masco Services Group Corp. 401(k) Plan
(f/k/a Masco Contractor Services, Inc. Salaried 401(k) Plan) and the Masco Services Group Corp.
Hourly 401(k) Plan (f/k/a Masco Contractor Services, Inc. Hourly 401(k) Plan). Registration
Statements Nos. 333-74815 and 333-75362 are referred to herein as the “Prior Registration
Statements.”
Effective December 31, 2009 a portion of each of the Masco Services Group Corp. 401(k) Plan and
the Masco Services Group Corp. Hourly 401(k) Plan merged into the Masco Corporation Hourly
401(k) Plan and the remaining portions of the Masco Services Group Corp. 401(k) Plan and the
Masco Services Group Corp. Hourly 401(k) Plan merged into the Masco Corporation 401(k) Plan.
This Registration Statement on Form S-8 (the “Registration Statement”) has been prepared and
filed pursuant to and in accordance with the requirements under General Instruction E to Form
S-8 for the purpose of effecting the registration under the 1933 Act of an additional 1,000,000
shares of the Company’s common stock to be offered pursuant to the Masco Corporation 401(k) Plan
and the Masco Corporation Hourly 401(k) Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Pursuant to General Instruction E to Form S-8, the Company hereby incorporates by reference
the contents of the Prior Registration Statements.
ITEM 8. EXHIBITS
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23.1
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Consent of PricewaterhouseCoopers LLP (Relating to report included in Form 10-K) |
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23.2
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Consent of PricewaterhouseCoopers LLP (Relating to reports included in Forms 11-K) |
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24.1
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Limited Power of Attorney |
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing this Registration Statement and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Taylor, Michigan on the 13th day of August,
2010.
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MASCO CORPORATION
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By: |
/s/ John g. sznewajs
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Name: |
John G. Sznewajs |
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Title: |
Vice President, Treasurer and
Chief Financial Officer |
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Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
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| Signature |
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Title |
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Date |
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| /s/ Timothy Wadhams
Timothy Wadhams |
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President, Chief Executive
Officer and Director
(Principal Executive Officer)
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August 13, 2010 |
| /s/ John G. Sznewajs
John G. Sznewajs |
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Vice President, Treasurer and
Chief Financial Officer
(Principal Financial Officer)
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August 13, 2010 |
| /s/ William T. Anderson
William T. Anderson |
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Vice President — Controller
(Principal Accounting Officer)
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August 13, 2010 |
| * /s/ Dennis W. Archer
Dennis W. Archer |
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Director
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August 13, 2010 |
| * /s/ Thomas G. Denomme
Thomas G. Denomme |
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Director
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August 13, 2010 |
| * /s/ Anthony F. Early, Jr.
Anthony F. Early, Jr. |
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Director
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August 13, 2010 |
| * /s/ Verne G. Istock
Verne G. Istock |
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Director
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August 13, 2010 |
| * /s/ David L. Johnston
David L. Johnston |
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Director
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August 13, 2010 |
| * /s/ J. Michael Losh
J. Michael Losh |
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Director
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August 13, 2010 |
| * /s/ Richard A. Manoogian
Richard A. Manoogian |
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Director
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August 13, 2010 |
| * /s/ Lisa A. Payne
Lisa A. Payne |
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Director
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August 13, 2010 |
| * /s/ Mary Ann Van Lokeren
Mary Ann Van Lokeren |
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Director
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August 13, 2010 |
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The undersigned, by signing his name hereto, does hereby sign this Registration Statement on Form S-8
on behalf of each of the directors of the Registrant identified above pursuant to the Limited Power of Attorney
executed by the directors identified above, which Limited Power of Attorney is filed with this Registration
Statement on Form S-8 as Exhibit 24.1. |
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/s/ John G. Sznewajs
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Attorney-in-Fact |
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John G. Sznewajs |
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INDEX TO EXHIBITS
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23.1
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Consent of PricewaterhouseCoopers LLP (Relating to report included in Form 10-K) |
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23.2
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Consent of PricewaterhouseCoopers LLP (Relating to reports included in Forms 11-K) |
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24.1
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Limited Power of Attorney |