As filed with the Securities and Exchange Commission on July 28, 2011
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 |
(I.R.S. Employer Identification |
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 |
||
|
|
|
|
|
|
|
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 |
|
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.
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
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