Edgar Filing: 3M CO

As filed with the Securities and Exchange Commission on December 9, 2002
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

3M COMPANY
(Exact name of Registrant as specified in its charter)

Delaware 41-0417775
(State of incorporation) (I.R.S. Employer I.D. No.)
3M Center
St. Paul, Minnesota 55144
(651) 733-2204
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

1997 GENERAL EMPLOYEES STOCK PURCHASE PLAN AND
1997 MANAGEMENT STOCK OWNERSHIP PROGRAM
(Full title of the plans)

Gregg M. Larson
Assistant General Counsel and Secretary
3M Company
3M Center
St. Paul, Minnesota 55144
Telephone: (651) 733-2204
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

----------------------- --------------------- -------------------- --------------------- --------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered(1) Registered(1) Offering Aggregate Offering Registration Fee
Price/Share(2) Price
----------------------- --------------------- -------------------- --------------------- --------------------

Common Stock, $0.01 7,000,000 $125.57 $878,990,000 $80,867.08
par value/share
----------------------- --------------------- -------------------- --------------------- --------------------

(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.

REGISTRATION OF ADDITIONAL SECURITIES

The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1997 General Employees Stock Purchase
Plan and 1997 Management Stock Ownership Program. In accordance with General
Instruction E of Form S-8, the contents of the Registrant's Registration
Statement on Form S-8, Registration No. 333-30691, 333-30689 and 333-44760 are
incorporated herein by reference and the information required by Part II is
omitted, except for Items 3 and 5, which have been updated.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated herein by
reference in this Registration Statement:

3M COMMISSION FILINGS (FILE NO. 1-3285) DATE/PERIOD
--------------------------------------- -----------
Description of 3M's common stock Dated July 31, 2000, as amended
contained in 3M's Registration on August 18, 2000
Statement on Form S-3

Annual Report on Form 10-K Year ended December 31, 2001

Quarterly Reports on Form 10-Q Quarters ended March 31, 2002,
June 30, 2002 and September 30,
2002

Current Reports on Form 8-K March 5, 2002, April 9, 2002,
November 15, 2002, and December
9, 2002

In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.

For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters with respect to the validity of securities
registered hereby have been passed upon by Gregg M. Larson, our Assistant
General Counsel. Mr. Larson beneficially owns, or has options to acquire, a
number of shares of our common stock, which represents less than 1% of the total
outstanding common stock.

ITEM 8. EXHIBITS.

See Exhibit Index

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 St. Paul, and State of Minnesota on December 9, 2002.

3M COMPANY

By /s/ Gregg M. Larson
-------------------
Name: Gregg M. Larson
Title: Assistant General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1993, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates as indicated.

Signature Title
--------- -----

/s/ W. James McNerney, Jr
------------------------------
W. James McNerney, Jr. Chairman of the Board, Chief Executive
Officer and Director
/s/ Patrick D. Campbell
------------------------------
Patrick D. Campbell Senior Vice President, Chief Financial
Officer (Principal Financial Officer)
/s/ Ronald G. Nelson
------------------------------
Ronald G. Nelson Vice President and Controller

/s/ Linda G. Alvarado
------------------------------
Linda G. Alvarado Director

/s/ Edward A. Brennen
------------------------------
Edward A. Brennan Director

/s/ Edward M. Liddy
------------------------------
Edward M. Liddy Director

/s/ Aulana L. Peters
------------------------------
Aulana L. Peters Director

/s/ Rozanne L. Ridgway
------------------------------
Rozanne L. Ridgway Director

/s/ Kevin W. Sharer
------------------------------
Kevin W. Sharer Director

/s/ Louis W. Sullivan
------------------------------
Louis W. Sullivan Director

* By: /s/ Gregg M. Larson
----------------------
Gregg M. Larson
Attorney-in-fact
Date: December 9, 2002

INDEX TO EXHIBITS

---------------- ---------------------------------------------------------------
Exhibit Number Description
---------------- ---------------------------------------------------------------
5 Opinion of Counsel re Legality (Consent of Counsel included
therein).
---------------- ---------------------------------------------------------------
15 Awareness Letter of PricewaterhouseCoopers LLP (regarding
interim financial information)
---------------- ---------------------------------------------------------------
23 Consent of PricewaterhouseCoopers LLP (Consent of Counsel
included in Exhibit 5).
---------------- ---------------------------------------------------------------
24.1 Power of Attorney
---------------- ---------------------------------------------------------------
24.2 Power of Attorney
---------------- ---------------------------------------------------------------