As filed with the Securities and Exchange Commission on July 28, 2011

Registration No. 333-171448


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


COLGATE-PALMOLIVE COMPANY
(Exact name of registrant as specified in its charter)

 

 

Delaware

13-1815595

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification
No.)



300 Park Avenue
New York, New York 10022
(Address of principal executive offices) (Zip code)

Colgate-Palmolive Company Employees Savings and Investment Plan
(Full title of the plan)

Andrew D. Hendry
Senior Vice President, General Counsel and Secretary
Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022
(Name and address of agent for service)

(212) 310-2000
(Telephone number, including area code, of agent for service)

Copies to:
Peter J. Romeo
C. Alex Bahn
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600

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 x

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o




EXPLANATORY NOTE

          On December 28, 2010, Colgate-Palmolive Company (the “Company”) filed a Registration Statement on Form S-8 (Registration No. 333-171448) with the Securities and Exchange Commission (the “Original Registration Statement”). The Company is filing this Post-Effective Amendment No. 1 (this “Amendment”) for the sole purpose of updating the Exhibit Index to include the consent of Grant Thornton LLP for the purpose of incorporating by reference that firm's audit report contained in the Annual Report on Form 11-K of the Colgate-Palmolive Company Employees’ Savings & Investment Plan for the year ended December 31, 2009. This Amendment does not modify any provision of Part I or Part II of the Original Registration Statement other than Exhibit 23 as set forth below and filed herewith.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

Item 8.

Exhibits.

          The exhibits to this registration statement are listed in the Exhibit Index, which appears elsewhere herein and is incorporated herein by reference.


SIGNATURES

          The Registrant. Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on this 28th day of July, 2011.

 

 

 

 

COLGATE-PALMOLIVE COMPANY

 

 

By:

/s/ Ian Cook

 

 


 

 

Ian Cook

 

 

Chairman of the Board of Directors, President and

 

 

Chief Executive Officer

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

Principal Executive Officer and Director:

 

 

 

 

 

/s/ Ian Cook

 

Chairman of the Board of Directors, President and Chief Executive Officer (principal executive officer)

 

July 28, 2011


 

 

 

Ian Cook

 

 

 

 

 

 

 

 

 

Principal Financial Officer:

 

 

 

 

 

 

 

 

 

/s/ Dennis J. Hickey

 

Chief Financial Officer (principal financial officer)

 

July 28, 2011


 

 

 

 

Dennis J. Hickey

 

 

 

 

 

 

 

 

 

Principal Accounting Officer:

 

 

 

 

 

 

 

 

 

/s/ Victoria L. Dolan

 

Vice President and Corporate Controller (principal accounting officer)

 

July 28, 2011


 

 

 

Victoria L. Dolan

 

 

 

 




 

 

 

 

 

All Other Directors:

 

 

 

 

 

 

 

 

 

John T. Cahill*

 

 

 

July 28, 2011

 

 

 

 

 

Helene D. Gayle*

 

 

 

July 28, 2011

 

 

 

 

 

Ellen M. Hancock*

 

 

 

July 28, 2011

 

 

 

 

 

Joseph Jimenez*

 

 

 

July 28, 2011

 

 

 

 

 

Richard J. Kogan*

 

 

 

July 28, 2011

 

 

 

 

 

Delano E. Lewis*

 

 

 

July 28, 2011

 

 

 

 

 

J. Pedro Reinhard*

 

 

 

July 28, 2011

 

 

 

 

 

Stephen I. Sadove*

 

 

 

July 28, 2011


 

 

 

*By:

/s/ Andrew D. Hendry

 

 


 

 

    Andrew D. Hendry

 

    Attorney-in-Fact



          The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 28th day of July, 2011.

 

 

 

 

 

COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN

 

 

 

 

By:

/s/ Dennis J. Hickey

 

 


 

 

 

Dennis J. Hickey

 

 

Chief Financial Officer

 

 

Colgate-Palmolive Company

 

 

 

 

By:

/s/ Victoria L. Dolan

 

 


 

 

 

Victoria L. Dolan

 

 

Vice President and Corporate Controller

 

 

Colgate-Palmolive Company



EXHIBIT INDEX

 

 

 

Exhibit
Number

 

Description


 


 

 

 

23.1

 

Consent of Grant Thornton LLP*

 

 

 

23.2

 

Consent of PricewaterhouseCoopers LLP*

 

 

 

24

 

Powers of Attorney. (Registrant hereby incorporates by reference Exhibit 24 to its Registration Statement on Form S-8 filed on December 28, 2010, Registration No. 333-171448).

     

* Filed herewith.


c66220_ex23.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated June 18, 2010 and June 30, 2011 with respect to the financial statements and supplemental schedules included in the Annual Reports on Form 11-K for the years ended December 31, 2009 and 2010, respectively, of the Colgate-Palmolive Company Employees Savings and Investment Plan, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

/s/ Grant Thornton LLP

New York, New York
June 30, 2011


c66220_ex23-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EXHIBIT 23.2


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 24, 2011 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Colgate-Palmolive Company's Annual Report on Form 10-K for the year ended December 31, 2010.

/s/ PricewaterhouseCoopers LLP

New York, New York

July 28, 2011