AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 2001
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CVS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 05-0494040
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
ONE CVS DRIVE
WOONSOCKET, RHODE ISLAND 02895
(Address, including zip code, of principal executive offices)
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401(K) PROFIT SHARING PLAN
(Full title of plan)
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DAVID B. RICKARD
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CVS CORPORATION
ONE CVS DRIVE
WOONSOCKET, RHODE ISLAND 02895
(401) 765-1500
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered(1) offering price per share(2) aggregate offering price(2) registration fee
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Common Stock 3,629,500 Shares $46.76 $169,715,420 $42,429
($0.01 par value)
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
plan as the result of any future stock spilt, stock dividend or similar
adjustment of CVS' outstanding Common Stock.
(2) In accordance with Rule 457(c) under the Securities Act of 1933, as amended,
the proposed maximum offering price per share and the proposed maximum aggregate
offering price are calculated using the average of the high and low sales price
of CVS Common Stock on the New York Stock Exchange on June 21, 2001.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This CVS Corporation ("CVS" or "Registrant") Registration Statement relates to
3,629,500 shares of CVS common stock, par value $0.01 per share, to be offered
pursuant to the 401(k) Profit Sharing Plan of CVS Corporation and Affiliated
Companies.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:
(a) The CVS Annual Report on Form 10-K for the fiscal year ended December 30,
2000;
(b) All other reports filed by CVS pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the Annual Report on Form 10-K referred to
in (a) above; and
(c) The description of the CVS Common Stock contained in the CVS Registration
Statement on Form 8-B filed on November 4, 1996, under the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
All documents filed by CVS pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregister the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
EXCULPATION. Section 102(b) (7) of the Delaware General Corporations Law
("Delaware Law") permits a corporation to include in its certificate of
incorporation a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision may not eliminate
or limit the liability of a director for any breach of the director's duty of
loyalty to the corporation or its stockholders, for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of the
law, for the payment of unlawful dividends, or for any transaction from which
the director derived an improper personal benefit.
The CVS Certificate of Incorporation (the "CVS Charter") limits the personal
liability of a director to CVS and it stockholders for monetary damages for a
breach of fiduciary duty as a director to the fullest extent permitted by law.
INDEMNIFICATION. Section 145 of the Delaware Law permits a corporation to
indemnify any of its directors or officers who was or is a party, or is
threatened to be made a party to any third party proceeding by reason of the
fact that such person is or was a director or officer of the corporation,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reason to believe that such person's conduct was unlawful. In
a derivative action, i.e., one by or in the right of a corporation, the
corporation is permitted to indemnify directors and officers against expenses
(including attorney's fees) actually and reasonably incurred by them in
connection with the defense or settlement of an action or suit if they acted in
good faith and in a manner that they reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification shall
be made if such person shall have been adjudged liable to the corporation,
unless and only to the extent that the court in which the action or suit was
brought
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shall determine upon application that the defendant directors or officers are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Expenses, including attorney's fees, incurred by any such person in defending
any such action, suit or proceeding shall be paid or reimbursed by CVS in
advance of the final disposition of such action, suit or proceeding upon receipt
by it of an undertaking of such person to repay such expenses if it shall
ultimately be determined that such person is not entitled to be indemnified by
CVS.
The CVS Charter provides for indemnification of directors and officers of CVS
against liability they may incur in their capacities as such to the fullest
extent permitted under the Delaware Law.
INSURANCE. CVS has in effect Directors and Officers Liability, Employment
Practices Liability and Pension Trust Liability insurance with a combined limit
of $200,000,000. The Pension Trust Liability and Employment Practices Liability
insurance covers actions of directors and officers as well as other employees of
CVS.
REVCO DIRECTORS AND OFFICERS. The Revco merger agreement provides that CVS will
cause Revco and its Subsidiaries to indemnify (including the payment of
reasonable fees and expenses of legal counsel) the current or former directors
or officers of Revco to the fullest extent permitted by law for damages and
liabilities arising out of facts and circumstances occurring at or prior to the
merger. The Revco merger agreement also provides that for a period of six years
after the merger, CVS will cause to be maintained in effect Revco's existing
policies of directors' and officers' liability insurance as in effect on
February 6, 1997 (provided that CVS may substitute policies with reputable and
financially sound carriers having at least the same coverage and amounts and
containing terms and conditions that are no less advantageous to the covered
persons) with respect to facts or circumstances occurring at or prior to the
merger; provided that if the annual premium for such insurance during such
six-year period exceeds 200% of the annual premiums paid by Revco as of February
6, 1997 for such insurance, then CVS will cause Revco to provide the most
advantageous directors' and officers' insurance coverage then available for an
annual premium equal to such 200% of the February 6, 1997 premiums.
ARBOR DIRECTORS AND OFFICERS. The Arbor merger agreement provides that after the
Effective Time (as defined in the Arbor merger agreement), CVS will cause Arbor
to indemnify (including the payment of reasonable fees and expenses of legal
counsel) each person who was a director or officer of Arbor or its subsidiaries
at or prior to the date of the Arbor merger agreement to the fullest extent
permitted by law for damages and liabilities arising out of facts and
circumstances occurring at or prior to the Effective Time. The Arbor merger
agreement also provides that, for a period of six years after the Effective
Time, CVS will maintain in effect Arbor's existing policies of directors' and
officers' liability insurance as in effect on February 8, 1998 (providing that
CVS may substitute policies with reputable and financially sound carriers having
at least the same coverage and amounts and containing terms and conditions that
are no less advantageous to the covered persons) with respect to facts or
circumstances occurring at or prior to the Effective Time; provided that if the
annual premium for such insurance during such six-year period exceeds 200% of
the annual premiums paid by Arbor as of February 8, 1998 for such insurance,
then CVS will cause Arbor to provide the most advantageous directors' and
officers' insurance coverage then available for an annual premium equal to such
200% of the February 8, 1998 premiums.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Zenon P. Lankowsky, CVS' General Counsel regarding legality of the securities
being registered
23.1 Consent of KPMG, LLP
24.1 Power of Attorney (included on the signature page of this Registration Statement)
The Registrant has submitted the 401(k) Profit Sharing Plan (the "Plan") and
any amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to qualify the
Plan.
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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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) above do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, 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 Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 from 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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
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 Commission such indemnification is
against public policy as expressed in the Securities 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 question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, CVS Corporation 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 Woonsocket, State of Rhode Island, on June 22, 2001.
CVS CORPORATION
By: /s/ DAVID B. RICKARD
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David B. Rickard
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
The Registrant and each person whose individual signature appears below
constitutes and appoints David B. Rickard, his 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 and file any and
all post-effective amendments to this Registration Statement, with all exhibits
thereto, and other documents in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or 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, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE(S) DATE
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/s/ THOMAS M. RYAN Chairman of the Board, President and Chief Executive June 22, 2001
------------------------ Officer (Principal Executive Officer)
Thomas M. Ryan
/s/ DAVID B. RICKARD Executive Vice President and Chief Financial Officer June 22, 2001
------------------------ (Principal Financial Officer)
David B. Rickard
/s/ LARRY D. SOLBERG Senior Vice President - Finance and Controller June 22, 2001
------------------------ (Principal Accounting Officer)
Larry D. Solberg
/s/ EUGENE APPLEBAUM Director June 22, 2001
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Eugene Applebaum
/s/ W. DON CORNWELL Director June 22, 2001
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W. Don Cornwell
/s/ THOMAS P. GERRITY Director June 22, 2001
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Thomas P. Gerrity
/s/ STANLEY P. GOLDSTEIN Director June 22, 2001
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Stanley P. Goldstein
/s/ MARIAN L. HEARD Director June 22, 2001
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Marian L. Heard
/s/ WILLIAM H. JOYCE Director June 22, 2001
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William H. Joyce
/s/ TERRY R. LAUTENBACH Director June 22, 2001
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Terry R. Lautenbach
/s/ TERRENCE MURRAY Director June 22, 2001
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Terrence Murray
/s/ SHELI Z. ROSENBERG Director June 22, 2001
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Sheli Z. Rosenberg
/s/ IVAN G. SEIDENBERG Director June 22, 2001
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Ivan G. Seidenberg
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