As filed with the Securities and Exchange Commission on October 1, 2003
Registration No. 333-109282
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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)
2002 MANAGEMENT STOCK OWNERSHIP PROGRAM
(Full title of the plan)
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
------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Aggregate Registration
to be Registered Registered (1) Price/Share (2) Offering Price Fee (3)
------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01
par value/share 15,400,000 shares $70.80 $1,090,320,000 $88,206.89
------------------------------------------------------------------------------------------------------------------
(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(c) under the Securities Act of 1933 based on the average of
the high and low prices reported on September 25, 2003 (on a stock split
adjusted basis).
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(3) Pursuant to Rule 457(p) under the Securities Act, the amount of the
registration fee payable hereunder has been partially offset by $9,066 which is
the remaining unused balance related to $130,416 of filing fees paid in respect
of $494,000,000 of unsold securities previously registered under the
Registration Statement on Form S-3 (No. 333-48922) of 3M Company filed with the
Securities and Exchange Commission on October 30, 2000. The amount of the filing
fee for securities to be registered hereunder pursuant to such offset has been
recalculated based upon the current fee rate of $80.90 per million. Therefore, a
$79,140.89 filing fee relating to securities being registered hereunder is due.
A $78,860.57 filing fee was paid with the original Registration Statement on
Form S-8 (No. 333-109282) filed on September 30, 2003. The remainder $280.32
filing fee due is being paid herewith.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is filed for the sole purpose of adjusting
certain numbers under the "Calculation of Registration Fee" on the cover page of
the Registration Statement. Such adjustments include: (1) "Amount to be
Registered" to reflect the two-for-one split on the Company's Common Stock; and
(2) "Proposed Maximum Offering Price/Share" based on the average of the high and
low reported prices pursuant Rule 457(c), and the corresponding re-calculation
of the "Proposed Maximum Aggregate Offering Price" and the "Registration Fee."
REGISTRATION OF ADDITIONAL SECURITIES
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 2002 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. 333-101751
is 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
contained in 3M's Registration Statement amended on August 18, 2000
on Form S-3, Registration No. 333-42660.
Annual Report on Form 10-K Year ended December 31,
2002
Quarterly Reports on Form 10-Q Quarters ended March 31,
2003 and June 30, 2003
Current Reports on Form 8-K March 4, 2003, March 26,
2003, May 23, 2003,
August 13, 2003, and
August 21, 2003
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than
Current Reports furnished under Item 9 of Form 8-K) 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
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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.
Gregg M. Larson, who is our Assistant General Counsel, has issued an
opinion about the validity of securities registered hereby, 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.
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 October 1, 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, 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, Chief
---------------------- Financial Officer (Principal Financial
Patrick D. Campbell Officer)
* Vice President and Controller
----------------------
Ronald G. Nelson
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* Director
----------------------
Linda G. Alvarado
* Director
----------------------
Edward A. Brennan
* Director
----------------------
Edward M. Liddy
* Director
----------------------
Aulana L. Peters
* Director
----------------------
Rozanne L. Ridgway
* Director
----------------------
Kevin W. Sharer
* Director
----------------------
Louis W. Sullivan
*By: /s/ Gregg M. Larson
---------------------
Gregg M. Larson
Attorney-in-fact
Date: October 1, 2003
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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 Power of Attorney
---------------- -------------------------------------------------------------
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