As filed with the Securities and Exchange Commission on February 4, 2003.
Registration No. 333-98163
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
AND
PRE-EFFECTIVE AMENDMENT NO. 1
UNDER
THE SECURITIES ACT OF 1933
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3M COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 41-0417775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification 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)
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Gregg M. Larson
Assistant General Counsel and Secretary
3M Company
3M Center
St. Paul, Minnesota 55144
(651) 733-2204
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________________
If this form is a post-effective amendment filed pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] __________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
============================ ============================= ======================= ======================== =====================
Title of Each Class Number of shares Proposed Proposed Amount of
of Securities To be Maximum Maximum Registration
to be Registered Registered Offering Price Aggregate Fee(2)
Per Share(1) Offering Price(1)
---------------------------- ----------------------------- ----------------------- ------------------------ ---------------------
Common Stock, par value of 278,979 $125.015 $34,876,560 $14.00
$0.01 per share
============================ ============================= ======================= ======================== =====================
(1) Estimated in accordance with Rule 457 solely for the purposes of
calculating the registration fee, based on the average of the high and low
sales prices for the common stock reported on the New York Stock Exchange
on January 31, 2003.
(2) Relating solely to the additional 1,179 shares of common stock to be
registered under this Pre-Effective Amendment No. 1, calculated on the
basis of the average price indicated in footnote (1) above. Registration
fee of $3,174 was previously paid with the earlier registration statement
on Form S-3 filed on August 15, 2002, covering 277,800 shares of common
stock.
================================================================================
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
SUBJECT TO COMPLETION, DATED FEBRUARY 4, 2003
3M COMPANY
278,979 SHARES
Common Stock
This prospectus relates to the public offering, which is not being
underwritten, of 278,979 shares of our common stock, par value $0.01 per share.
Selling stockholders named in this document together with any of their pledgees,
donees, transferees or other successors in interest that receive such shares as
a gift, partnership distribution or other non-sale related transfer are
collectively known as the selling stockholders. Selling stockholders may offer
the shares from time to time.
The prices at which such selling stockholders may sell the shares will
be determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
We originally issued the shares in connection with a Plan of
Reorganization and Asset Purchase Agreement, dated June 14, 2002, by and among
Emulsion Technologies, Inc., Gregory A. Lampe, Richard L. Fowler and Joyce E.
Fowler, Trustee of the Richard L. Fowler
Retained Annuity Trust u/a dated August 31, 1998 and us. We issued the shares
pursuant to an exemption from the registration requirements of the Securities
Act of 1933 (the "Securities Act"), provided under its Section 4(2). We are
registering the shares pursuant to the Plan of Reorganization and Asset Purchase
Agreement.
Our common stock is listed on the New York, Chicago, Pacific and Swiss
stock exchanges under the symbol "MMM." On January 31, 2003, the average of the
high and low price for the common stock on the New York Stock Exchange was
$125.015.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this prospectus is _______ __, 2003.
TABLE OF CONTENTS
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Page
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The Company 2
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Risk Factors 3
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Where You Can Find Additional Information 4
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Use of Proceeds 6
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Plan of Distribution 6
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Selling Stockholders 8
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Legal Matters 8
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Experts 8
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. NO
ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAT THE DATE ON THE
FRONT OF THE DOCUMENTS.
THE SHARES OF COMMON STOCK ARE NOT BEING OFFERED IN ANY JURISDICTION
WHERE THE OFFER IS NOT PERMITTED.
THE COMPANY
3M was incorporated in 1929 under the laws of the State of Delaware to
continue operations, begun in 1902, of a Minnesota corporation originally named
Minnesota Mining and Manufacturing Company. In April 2002, the company's name
was changed to 3M Company. 3M's principal executive offices are located at 3M
Center, St. Paul, Minnesota 55144 (telephone: 651-733-1110).
3M is an integrated enterprise characterized by substantial
intercompany cooperation in research, manufacturing and marketing of products.
3M's business has developed from its research and technology in coating and
bonding for coated abrasives, the company's original product. Coating and
bonding is the process of applying one material to another, such as
2
abrasive granules to paper or cloth (coated abrasives), adhesives to a backing
(pressure-sensitive tapes), ceramic coating to granular mineral (roofing
granules), glass beads to plastic backing (reflective sheeting), and low-tack
adhesives to paper (repositionable notes).
3M is among the leading manufacturers of products for many of the
markets it serves. In all cases, 3M products are subject to direct or indirect
competition. Most 3M products involve expertise in product development,
manufacturing and marketing, and are subject to competition from products
manufactured and sold by other technically oriented companies.
Our strategic business units have been aggregated into six reportable
segments: Industrial Markets, Health Care Markets, Transportation, Graphics and
Safety Markets, Consumer and Office Markets, Electro and Communications Markets
and Specialty Material Markets. These segments bring together common or related
3M technologies, enhancing the development of innovative products and services
and providing for efficient sharing of business resources. These segments have
worldwide responsibility for virtually all 3M product lines. A few miscellaneous
businesses and staff-sponsored products, as well as various corporate assets and
corporate overhead expenses, are not assigned to the segments.
RISK FACTORS
An investment in our common stock involves a number of risks, some of
which could be substantial and are inherent in our businesses. You should
consider the following factors carefully before deciding to purchase shares of
our common stock. Additional risks not presently known to 3M or that 3M
currently deems immaterial may also impair 3M's business operations. Actual
future results and trends may differ materially from historical results or those
anticipated depending on a variety of factors, including, but not limited to,
the following:
3M'S BUSINESS MAY BE AFFECTED BY THE EFFECTS OF, AND CHANGES IN,
WORLDWIDE ECONOMIC CONDITIONS - 3M operates in more than 60 countries and
derives more than half of its revenues from sales outside the United States.
3M's business may be affected by factors in other countries that are beyond its
control, such as downturns in economic activity in a specific country or region;
social, political or labor conditions in a specific country or region; or
potential adverse foreign tax consequences.
FOREIGN CURRENCY EXCHANGE RATES AND FLUCTUATIONS IN THOSE RATES MAY
AFFECT 3M'S ABILITY TO REALIZE PROJECTED GROWTH RATES IN ITS SALES AND NET
EARNINGS AND ITS RESULTS OF OPERATIONS. - Because 3M derives more than half of
its revenues from sales outside the United States, 3M's ability to realize
projected growth rates in its sales and net earnings and its results of
operations could be adversely affected if the United States dollar strengthens
significantly against foreign currencies.
3M'S GROWTH OBJECTIVES ARE LARGELY DEPENDENT ON THE TIMING AND MARKET
ACCEPTANCE OF ITS NEW PRODUCT OFFERINGS.- 3M's growth objectives are largely
dependent on its ability to renew its pipeline of new products and to bring
those products to market. This ability may be adversely affected by difficulties
or delays in product development, such as the inability to:
o identify viable new products;
o successfully complete clinical trials and obtain regulatory
approvals;
o obtain adequate intellectual property protection; or
3
o gain market acceptance of new products.
3M'S FUTURE RESULTS ARE SUBJECT TO FLUCTUATIONS IN THE COSTS OF
PURCHASED COMPONENTS AND MATERIALS DUE TO MARKET DEMAND, CURRENCY EXCHANGE
RISKS, SHORTAGES AND OTHER FACTORS. - 3M depends on various components and
materials for the manufacturing of its products. Although 3M has not experienced
any difficulty in obtaining components and materials, it is possible that any of
its supplier relationships could be terminated in the future. Any sustained
interruption in 3M's receipt of adequate supplies could have a material adverse
effect on it. In addition, while 3M has a process to minimize volatility in
component and material pricing, no assurance can be given that 3M will be able
to successfully manage price fluctuations due to market demand, currency risks,
or shortages or that future price fluctuations will not have a material adverse
effect on it.
3M'S ACQUISITIONS, DIVESTITURES AND STRATEGIC ALLIANCES MAY NOT BE
BENEFICIAL TO 3M. - As part of 3M's strategy for growth, it has made and may
continue to make acquisitions, divestitures and strategic alliances. However,
there can be no assurance that any of these will be completed or beneficial to
3M.
3M IS THE SUBJECT OF VARIOUS LEGAL PROCEEDINGS. - The current estimates
of the potential impact on 3M's consolidated financial position, results of
operations and cash flows for its legal proceedings are predictions made by 3M
about the future and should be considered forward-looking statements. These
estimates could change in the future. 3M and some of its subsidiaries are named
as defendants in a number of actions, governmental proceedings and claims,
including environmental proceedings and products liability claims involving
products now or formerly manufactured and sold by 3M.
As for products liability claims, as reported in its Annual Report on
Form 10-K for the year ended December 31, 2001, 3M and various other companies
have been named as defendants in a number of claims and lawsuits the vast
majority of which purportedly relate to the alleged use of company's mask and
respirator products and seek damages from the company and other defendants for
alleged personal injury from occupational exposure to asbestos or, less
frequently, silica found in products manufactured by other defendants. The
remaining lawsuits and claims generally allege personal injury from occupational
exposure to asbestos from unspecified products claimed to have been manufactured
by the company or other defendants and/or from specialty products containing
asbestos manufactured by the company and/or other defendants many years ago. In
some actions, the claimants seek damages as well as other relief, which, if
granted, would require substantial expenditures. 3M has accrued various
liabilities, which represent reasonable estimates of its probable liabilities
for these matters. 3M also has recorded receivables for the probable amount of
insurance recoverable with respect to these matters.
For a more detailed discussion of legal proceedings involving 3M, see
the discussion of "Legal Proceedings" in Part II, Item 1 of 3M's Quarterly
Report on Form 10-Q for the period ended September 30, 2002, which is
incorporated by reference into this prospectus.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
3M files reports, proxy statements and other information with the SEC
under the Exchange Act. Please call the SEC at 1-800-SEC-0330 for further
information on the public
4
reference rooms. You may read and copy this information at the following
locations of the SEC:
Public Reference Room Northeast Regional Office Chicago Regional Office
450 Fifth Street, N.W. 233 Broadway Citicorp Center
Room 1024 New York, New York 10279 500 West Madison Street
Washington, D.C. 20549 Suite 1400
Chicago, Illinois 60661-2511
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. The SEC also maintains an Internet World Wide
Web site that contains reports, proxy statements and other information about
issuers, including 3M, who file electronically with the SEC. The address of that
site is HTTP://WWW.SEC.GOV. You can also inspect reports, proxy statements and
other information about 3M at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
The SEC allows 3M to "incorporate by reference" information into this
prospectus. This means that 3M can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this prospectus.
This prospectus incorporates by reference the documents listed below
that 3M has previously filed with the SEC. These documents contain important
information about 3M and its finances. Some of these filings have been amended
by later filings, which are also listed below.
3M COMMISSION FILINGS (FILE NO. 1-3285) DATE/PERIOD
--------------------------------------- -----------
Description of 3M's common stock Dated July 31, 2000, as amended on
Statement contained in 3M's August 18, 2000
Registration 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 Dated March 5, 2002, April 9, 2002,
November 15, 2002 and December 9, 2002
3M incorporates by reference any additional documents that it may file
with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
between the date of this prospectus and the date our offering is completed.
These documents include periodic reports, including Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
prospectus from the SEC through the SEC's web site at the address provided
above. Documents incorporated by reference are also available from 3M without
charge, excluding any exhibits to those documents, unless the exhibit is
specifically incorporated by reference as an exhibit in this proxy
statement/prospectus. You can obtain these documents by requesting them in
writing or by telephone from 3M at the following addresses:
5
3M Company
3M Center
St. Paul, Minnesota 55144
Attention: Investor Relations
Telephone number: (651) 733-1110
If you request any incorporated documents from 3M, they will be mailed
to you by first class mail, or another equally prompt means, within one business
day after receipt of your request.
USE OF PROCEEDS
All net proceeds from the sale of the common stock covered by this
prospectus will go to the selling stockholders who offer and sell their shares.
We will not receive any proceeds from the sale of the common stock by the
selling stockholders.
PLAN OF DISTRIBUTION
3M is registering 278,979 shares of our common stock (the "Shares") on
behalf of the selling stockholders who may sell the Shares from time to time.
The selling stockholders will act independently of 3M in making decisions with
respect to the timing, manner and size of each sale. The sales may be made on
one or more exchanges or otherwise, at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
The selling stockholders may effect such transactions by selling the Shares to
or through broker-dealers. The Shares may be sold by one or more of, or a
combination of, the following:
o a block trade in which a broker-dealer will attempt to sell the
Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction,
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its account,
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers, and
When selling the Shares, the selling stockholders may enter into
hedging transactions. For example, the selling stockholders may:
o enter into transactions involving short sales of the Shares by
broker-dealers;
o sell Shares short themselves and deliver the Shares registered
hereby to settle such short sales or to close out stock loans
incurred in connection with their short positions;
o enter into option or other types of transactions that require the
selling stockholder to deliver Shares to a broker-dealer or other
person, who will then resell or transfer the Shares under this
prospectus; or
6
o loan or pledge the Shares to a broker-dealer or other person, who
may sell the loaned shares or, in the event of default, sell the
pledged shares.
The selling stockholders may negotiate and pay broker-dealers or other
persons commissions, discounts or concessions for their services. Broker-dealers
or other persons engaged by the selling shareholders may allow other
broker-dealers or other persons to participate in resales. However, the selling
stockholders and any broker-dealers or such other persons involved in the sale
or resale of the Shares may qualify as "underwriters" within the meaning of the
Section 2(a)(11) of the Securities Act. In addition, the broker-dealers' or
their affiliates' commissions, discounts or concessions may qualify as
underwriters' compensation under the Securities Act. If the selling stockholders
qualify as "underwriters," they will be subject to the prospectus delivery
requirements of Section 5(b)(2) of the Securities Act.
In addition to selling their Shares under this prospectus, the selling
stockholders may:
o agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the Shares, including
liabilities arising under the Securities Act;
o transfer their Shares in other ways not involving market makers
or established trading markets, including directly by gift,
distribution, or other transfer; or
o sell their Shares under Rule 144 of the Securities Act rather
than under this prospectus, if the transaction meets the
requirements of Rule 144.
The selling stockholders have advised 3M that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the Shares and that there is no underwriter
or coordinating broker acting in connection with the proposed sale of Shares by
selling stockholders.
The Shares may be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the Shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market making activities with respect to our common stock for a period of one
business day prior to the commencement of such distribution. In addition, each
selling stockholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
Shares by the selling stockholders. 3M will make copies of this prospectus
available to the selling stockholders and has informed them of the need for
delivery of copies of this prospectus to purchasers at or prior to the time of
any sale of the Shares.
Additional information related to the selling stockholders and the plan
of distribution may be provided in one or more supplemental prospectuses.
3M will bear all costs, expenses and fees in connection with the
registration of the
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Shares. The selling stockholders will bear all commissions and discounts, if
any, attributable to the sales of the Shares.
SELLING STOCKHOLDERS
The following table sets forth the number of Shares owned by the
selling stockholders. In the past three years, none of the selling stockholders
has had a material relationship with 3M. No estimate can be given as to the
number of Shares that will be held by the selling stockholders after completion
of this offering because the selling stockholders may offer all or some of the
Shares and because the selling stockholders have advised us that there currently
are no agreements, arrangements or understandings with respect to the sale of
any of the Shares. The Shares covered by this prospectus may be offered from
time to time by the selling stockholders named below.
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SELLING STOCKHOLDERS SHARES SHARES WHICH
BENEFICIALLY MAY BE SOLD
OWNED PRIOR TO PURSUANT TO THIS
THE OFFERING(1) PROSPECTUS(2)
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Richard L. Fowler & Joyce E. Fowler Jt. Ten. 125,482 125,482
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Joyce E. Fowler TTEE Richard L. Fowler 14,008 14,008
Grantor Retained Annuity Trust
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Gregory Lampe & Marleen Lampe Jt. Ten. 139,489 139,489
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TOTAL 278,979 278,979
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(1) Represents beneficial ownership of less than one percent of 3M's
outstanding capitalization.
(2) The registration statement of which this prospectus forms a part also shall
cover any additional shares of our common stock which become issuable in
connection with the Shares by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of 3M's
outstanding shares of common stock.
LEGAL MATTERS
Gregg M. Larson, who is our Assistant General Counsel, or another one
of our lawyers, will issue an opinion about the validity of the Shares offered
in this prospectus, as well as other relevant legal matters. 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.
EXPERTS
The audited financial statements incorporated into this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31, 2001
have been so incorporated
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in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in auditing and
accounting.
INDEPENDENT ACCOUNTANTS
With respect to our unaudited interim financial information for the
three-month periods ended March 31, 2002 and 2001, the three- and six-month
periods ended June 30, 2002 and 2001, and the three- and nine-month periods
ended September 30, 2002 and 2001, incorporated by reference in this prospectus,
PricewaterhouseCoopers LLP have reported that they have applied limited
procedures in accordance with professional standards for a review of such
information. However their separate reports dated April 22, 2002, July 22, 2002,
and October 21, 2002, and incorporated by reference herein, state that they did
not audit and they do not express an opinion on that unaudited interim financial
information. Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of the review
procedures applied. PricewaterhouseCoopers LLP is not subject to the liability
provisions of Section 11 of the Securities Act for their report on the unaudited
interim financial information because that report is not a "report" or a "part"
of the registration statement prepared or certified by PricewaterhouseCoopers
LLP within the meaning of Sections 7 and 11 of the Securities Act.
WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE A STATEMENT THAT DIFFERS FROM
WHAT IS IN THIS PROSPECTUS. IF ANY PERSON DOES MAKE A STATEMENT THAT DIFFERS
FROM WHAT IS IN THIS PROSPECTUS, YOU SHOULD NOT RELY ON IT. THIS PROSPECTUS IS
NOT AN OFFER TO SELL, NOR IS IT SEEKING AN OFFER TO BUY, THESE SECURITIES IN ANY
STATE IN WHICH THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION IN THIS
PROSPECTUS IS COMPLETE AND ACCURATE AS OF ITS DATE, BUT THE INFORMATION MAY
CHANGE AFTER THAT DATE.
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9
TABLE OF CONTENTS
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Page
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The Company 2
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Risk Factors 3
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Where You Can Find Additional Information 4
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Use of Proceeds 6
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Plan of Distribution 6
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Selling Stockholders 8
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Legal Matters 8
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Experts 8
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3M COMPANY
278,979 SHARES
OF COMMON STOCK
PROSPECTUS
[ ] [ ], 2003
10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection
with the offering described in this registration statement.
SEC registration fee....................................... $3,188
Legal fees and expenses.................................... 10,000
Auditors' fees and expenses................................ 3,000
Miscellaneous expenses..................................... 5,000
TOTAL............................................. $21,188
Item 15. Indemnification of Directors and Officers.
Our Certificate of Incorporation eliminates the liability of directors
to the fullest extent permitted by the General Corporation Law of the State of
Delaware, which currently permits a corporation to eliminate the liability of a
director for monetary damages for breach of the duty of care, subject to
appropriate stockholder approval. In addition, our Bylaws contain provisions
entitling directors, officers, and employees to indemnification to the fullest
extent permitted by current Delaware law.
Item 16. Exhibits.
Exhibit Description
No.
2.1 Plan of Reorganization and Asset Purchase Agreement, dated
June 14, 2002, by and among
Emulsion Technologies, Inc., Gregory A. Lampe, Richard L.
Fowler and Joyce E. Fowler, Trustee
of the Richard L. Fowler Retained Annuity Trust u/a dated
August 31, 1998 and 3M Company*
5.1 Opinion of Gregg M. Larson, Assistant General Counsel of 3M
as to the legality of the securities being registered and
consent to the use of the opinion in this pre-effective
amendment to the registration statement.
15 Awareness Letter of PricewaterhouseCoopers LLP (regarding
interim financial information) Consents of counsel and
experts:
23.1 Gregg M. Larson (included in opinion filed as Exhibit 5.1)
23.2 PricewaterhouseCoopers LLP
24.1 Powers of Attorney*
* Filed with the initial Registration Statement on Form S-3 dated August 15,
2002.
Item 17. 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:
II-1
(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. 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
end 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 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(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)(1)(i) and (a)(1)(ii) 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
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act 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
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 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
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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.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of the
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.
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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-3 and has duly caused this
pre-effective amendment to the 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 the 4th day of February, 2003.
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
* Chairman of the Board, Chief Executive
----------------------------- Officer and Director
W. James McNerney, Jr.
* Senior Vice President and Chief Financial
----------------------------- Officer (Principal Financial and Accounting
Patrick D. Campbell Officer)
* Vice President and Controller
-----------------------------
Ronald G. Nelson
* Director
-----------------------------
Linda G. Alvarado
* Director
-----------------------------
Edward A. Brennan
* Director
-----------------------------
Vance D. Coffman
* Director
-----------------------------
Edward M. Liddy
* Director
-----------------------------
Aulana L. Peters
* Director
-----------------------------
Rozanne L. Ridgway
* Director
-----------------------------
Kevin W. Sharer
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* Director
-----------------------------
Louis W. Sullivan
* By: /s/ Gregg M. Larson
----------------------
Gregg M. Larson
Attorney-in-fact
Date: February 4, 2003
INDEX TO EXHIBITS
EXHIBIT EXHIBIT TITLE
NO.
2.1 Plan of Reorganization and Asset Purchase Agreement,
dated June 14, 2002, by and among
Emulsion Technologies, Inc., Gregory A. Lampe, Richard L.
Fowler and Joyce E. Fowler, Trustee
of the Richard L. Fowler Retained Annuity Trust u/a dated
August 31, 1998 and 3M Company*
5.1 Opinion of Gregg M. Larson, Assistant General Counsel of 3M
as to the legality of the securities being registered and
consent to the use of the opinion in this pre-effective
amendment to the registration statement.
15 Awareness Letter of PricewaterhouseCoopers LLP (regarding
interim financial information): Consents of counsel and
experts:
23.1 Gregg M. Larson (included in opinion filed as Exhibit 5.1)
23.2 PricewaterhouseCoopers LLP
24.1 Powers of Attorney*
* Filed with the initial Registration Statement on Form S-3 dated August 15,
2002.
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