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Registration Statement No. 33-XXXXX
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
E. I. DU PONT DE NEMOURS AND COMPANY
(Exact name of registrant as specified in its charter)
         
DELAWARE   1007 MARKET STREET   51-0014090
    WILMINGTON, DELAWARE 19898    
(State or other jurisdiction   (Address of principal   (I.R.S. Employer
of incorporation or organization)   executive offices)   identification no.)
E. I. DU PONT DE NEMOURS AND COMPANY
MANAGEMENT DEFERRED COMPENSATION PLAN
(Full title of the plans)


JEFFREY L. KEEFER, EXECUTIVE VICE PRESIDENT—DUPONT FINANCE
E. I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(Name and address of agent for service)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE:
302-774-1000


APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
FROM TIME TO TIME AFTER EFFECTIVE DATE OF REGISTRATION STATEMENT
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       Smaller reporting company o
CALCULATION OF REGISTRATION FEE
                             
 
              Proposed     Proposed        
              Maximum     Maximum        
        Amount     Offering     Aggregate     Amount of  
  Title of Securities     to be     Price Per     Offering     Registration  
  to be Registered     Registered1     Share2     Price     Fee  
 
Common Stock $.30 par value
    100,000     $48.88     $4,888,888     $192.10  
 
 
1.   E. I. du Pont de Nemours and Company (“DuPont” or “Registrant”) is filing this Registration Statement on Form S-8 to register the offering of shares of DuPont Common Stock, par value $0.30 per share, under the E. I. du Pont de Nemours and Company Management Deferred Compensation Plan (the “Plan”). This Registration Statement shall also cover any additional shares which become issuable under the Plan by reason of any stock dividend, stock split, capitalization of reserves and premiums or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of DuPont. The shares issued under the Plan may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Registrant in the open market, private transactions or otherwise. The obligations under the Plan are unsecured obligations of the Company to pay deferred compensation in accordance with the terms of the Plan.
 
2.   Calculated solely for the purposes of this offering under Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrant’s common shares as reported on The New York Stock Exchange on April 29, 2008.
 
 

 


TABLE OF CONTENTS

PART I
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
PART II
Item 3. Incorporation of Certain Documents by Reference
Item 4. Description of DuPont Common Stock
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 8. Exhibits
Item 9. S-K Item 512 Undertakings
SIGNATURES
INDEX TO EXHIBITS
Opinion of Counsel dated May 2, 2008
Consent of Independent Registered Public Accounting Firm
Powers of Attorney


Table of Contents

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
     Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
     Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
     The documents listed below, previously filed with the Securities and Exchange Commission, are incorporated by reference in this Registration Statement:
     (a) DuPont’s Annual Report on Form 10-K, for the year ended December 31, 2007 filed with the SEC on February 19, 2008, and Amendment No. 1 thereto, filed with the SEC on April 23, 2008; and
     (b) DuPont’s Quarterly Report on Form 10-Q, for quarter ended March 31, 2008 and DuPont’s Current Reports on Form 8-K filed with the SEC on January 9, 2008 (under Item 2.06), February 5, 2008, March 11, 2008 and May 2, 2008.
     All documents subsequently filed by DuPont pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of DuPont Common Stock
     Holders of DuPont Common Stock are entitled to receive dividends that may be declared by the Board of Directors of DuPont from surplus or net earnings, but not until all cumulative dividends on preferred stock shall have been declared and set apart for payment at the annual rates of $4.50 a share for the $4.50 Series and $3.50 a share for the $3.50 Series. Holders of DuPont Common Stock have the right to vote on all questions to the exclusion of all other stockholders, except as otherwise expressly provided by law or unless DuPont shall be in default in the payment of dividends on preferred stock for a period of six months. In the latter event, until accumulated and unpaid dividends on preferred stock of all series shall have been paid, the holders of the outstanding preferred stock shall have the exclusive right, voting separately and as a class, to elect two directors, or if the total number of directors of DuPont be only three, then only one director, at each meeting of stockholders held for the purpose of electing directors.
     On liquidation, dissolution, or winding up of DuPont, whether voluntary or involuntary, after payments have been made to holders of preferred stock, holders of DuPont Common Stock have the right to share ratably the remaining assets available for distribution. In the event of voluntary liquidation, holders of preferred stock are entitled to accumulated dividends and $115 a share for the $ 4.50 Series and $107 a share for the $3.50 Series; in the event of involuntary liquidation, holders of both series are entitled to accumulated dividends and $100 a share. Holders of DuPont Common Stock do not have any preemptive rights.
Item 5. Interests of Named Experts and Counsel
     The validity of the issue of DuPont Common Stock offered hereby has been passed on by Stacey J. Mobley, Esq., Senior Vice President and Chief Administrative Officer and General Counsel of DuPont. Mr. Mobley beneficially owned as of May 2, 2008 618,203 shares of DuPont Common Stock, including 569,699 shares of which he has the right to acquire beneficial ownership within 60 days under DuPont’s compensation plans.
Item 6. Indemnification of Directors and Officers
     Under provisions of the Bylaws of DuPont, each person who is or was a director or officer of DuPont shall be indemnified by DuPont to the full extent permitted or authorized by the General Corporation Law of Delaware against any liability, cost or expense asserted against such director or officer and incurred by such director or officer in any such person’s capacity as director or officer, or arising out of any such person’s status as a director or officer. DuPont has purchased liability insurance policies covering its directors and officers to provide protection where DuPont cannot indemnify a director or officer.

 


Table of Contents

Item 8. Exhibits
                             
                            Filed
            Incorporated by Reference   Herewith
Exhibit No.   Exhibit   Form   File No.   Filing Date   Exhibit No.    
  4 (a)  
DuPont’s Restated Certificate of Incorporation, effective May 29, 1997, defining rights of holders of DuPont Common Stock
  10-K       2/19/2008   3.1    
  4 (b)  
E. I. du Pont de Nemours and Company Management Deferred Compensation Plan
  8-K       5/2/2008   10.1    
  5 (a)  
Opinion of Counsel dated May 2, 2008
                  X
  23 (a)  
Consent of Independent Registered Public Accounting Firm dated May 2, 2008
                  X
  23 (b)  
Consent of Stacey J. Mobley, Esq. included in the opinion filed as Exhibit 5(a) to this Registration Statement dated May 2, 2008
                  X
  24    
Powers of attorney authorizing certain officers to sign the registration statement and amendments thereto on behalf of officers and directors
                  X
 
Item 9. S-K Item 512 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;
 
  (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 thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
 
  (iii)   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; provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the registration statement 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 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 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 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.
     (h) 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 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.

 


Table of Contents

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 Wilmington, State of Delaware, on May 2, 2008.
         
  E. I. DU PONT DE NEMOURS AND COMPANY
 
 
  By:   /s/ Jeffrey L. Keefer    
    Jeffrey L. Keefer   
    Executive Vice President—DuPont Finance
and Chief Financial Officer 
 
 
     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.
     
C. O. Holliday, Jr., Chairman and Director
  J. T. Dillon, Director
 
   
R. H. Brown, Director
  E. I. du Pont, Director
 
   
R. A. Brown, Director
  M. A. Hewson, Director
 
   
B. P. Collomb, Director
  L. D. Juliber, Director
 
   
C. J. Crawford, Director
  S. O’Keefe, Director
 
   
A. M. Cutler, Director
  W. K. Reilly, Director
                     
By:
  /s/ Stacey J. Mobley       By:   /s/ Jeffrey L. Keefer    
 
 
 
         
 
   
 
  Stacey J. Mobley           Jeffrey L. Keefer    
 
  Senior Vice President and           Executive Vice President—DuPont Finance    
 
  Chief Administrative Officer and           and Chief Financial Officer    
 
  General Counsel—DuPont Legal           (Attorney-In-Fact for above Directors)    
 
  (Attorney-In-Fact for above Directors)           (May 2, 2008)    
 
  (May 2, 2008)                
     Powers of attorney authorizing Jeffrey L. Keefer and Stacey J. Mobley jointly, to sign the registration statement and amendments thereto on behalf of the above-named directors and officers are filed with the registration statement.
     Pursuant to the requirement of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on May 2, 2008.
         
  E. I. du Pont de Nemours and Company
Management Deferred Compensation Plan
 
 
  By:   /s/ Robert W. Slone    
    Robert W. Slone   
    Director Global Rewards, Policy & Strategy and US Delivery   
 

 


Table of Contents

INDEX TO EXHIBITS
                                 
                                Filed
            Incorporated by Reference   Herewith
Exhibit No.   Exhibit   Form   File No.   Filing Date   Exhibit No.    
  4 (a)  
DuPont’s Restated Certificate of Incorporation, effective May 29, 1997, defining rights of holders of DuPont Common Stock
  10-K       2/19/2008     3.1      
  4 (b)  
E. I. du Pont de Nemours and Company Management Deferred Compensation Plan
  8-K       5/2/2008     10.1      
  5 (a)  
Opinion of Counsel dated May 2, 2008
                      X
  23 (a)  
Consent of Independent Registered Public Accounting Firm dated May 2, 2008
                      X
  23 (b)  
Consent of Stacey J. Mobley, Esq. included in the opinion filed as Exhibit 5(a) to this Registration Statement dated May 2, 2008
                      X
  24    
Powers of attorney authorizing certain officers to sign the registration statement and amendments thereto on behalf of officers and directors
                      X