As filed with the Securities and Exchange Commission on May 27, 2004
Registration No. 333-59420
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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
--------------------------
THE GILLETTE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 04-1366970
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
PRUDENTIAL TOWER BUILDING
BOSTON, MA 02199
(Address of principal executive offices, including zip code)
-------------------------
THE GILLETTE COMPANY 1971 STOCK OPTION PLAN
THE GILLETTE COMPANY 2004 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
-------------------------
WILLIAM J. MOSTYN III
SECRETARY - THE GILLETTE COMPANY
PRUDENTIAL TOWER BUILDING
BOSTON, MA 02199
(617) 421-7882
(Name, address and telephone number, including area code, of agent for service)
-------------------------------------
Please send copies of all communications to:
Mary E. Weber, Esq.
Ropes & Gray LLP
One International Place
Boston, MA 02110
617-951-7000
617-951-7050 (facsimile)
EXPLANATORY NOTE
This post-effective amendment is being filed because shares remaining
available under the 1971 Stock Option Plan (the "1971 Plan") of The Gillette
Company (the "Registrant") as of May 20, 2004 may be awarded under the
Registrant's 2004 Long-Term Incentive Plan (the "2004 Plan") and shares that are
subject to outstanding awards granted under the Registrant's 1971 Plan that are
forfeited or canceled in whole or in part on or after May 20, 2004 may also be
awarded under the Registrant's 2004 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the issuance of the Common Stock that was registered on
Form S-8, Registration Number 333-59420, filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, has been passed upon
for the Registrant by William J. Mostyn III, Esq., Secretary and an officer of
the Registrant. As of May 1, 2004, Mr. Mostyn beneficially owned 12,176 shares
of the Registrant's common stock and held options to purchase 78,501 shares.
ITEM 8. EXHIBITS.
Exhibit
5.1 Opinion of William J. Mostyn III, Esq., Secretary of The
Gillette Company, filed herewith.
24.1 Powers of Attorney, filed herewith (see signature page in Part
II).
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
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, The Commonwealth of
Massachusetts, on this 24th day of May, 2004.
THE GILLETTE COMPANY
By: /s/ Charles W. Cramb, Jr.
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Name: Charles W. Cramb, Jr.
Title: Senior Vice President and Chief Financial
Officer
POWER OF ATTORNEY
We, the undersigned, hereby constitute Charles W. Cramb, Jr. our true
and lawful attorney with full power to sign for us in our name and in the
capacity indicated below, this Post-Effective Amendment and any and all
amendments and supplements thereto, including post-effective amendments,
pursuant to the Securities Act of 1933, hereby ratifying and confirming our
signatures as they may be signed by our attorney, to said Post-Effective
Amendment and to any and all amendments and supplements thereto, including
post-effective amendments.
WITNESS Our Hand and Seal on the Date set forth below.
Signature Title Date
--------------------------------------- ------------------------------------------------- ------------
/s/ James M. Kilts Chairman of the Board of Directors, President,
--------------------------------------- Chief Executive Officer, and Director May 20, 2004
JAMES M. KILTS
/s/ Edward F. Degraan Vice Chairman of the Board of Directors and May 20, 2004
--------------------------------------- Director
EDWARD F. DEGRAAN
/s/ Charles W. Cramb, Jr. Senior Vice President and Chief Financial Officer May 20, 2004
---------------------------------------
CHARLES W. CRAMB, JR.
/s/ Joseph J. Schena Vice President, Controller and Principal May 20, 2004
--------------------------------------- Accounting Officer
JOSEPH J. SCHENA
/s/ Roger K. Deromedi Director May 20, 2004
---------------------------------------
ROGER K. DEROMEDI
/s/ Wilbur H. Gantz Director May 20, 2004
---------------------------------------
WILBUR H. GANTZ
/s/ Michael B. Gifford
--------------------------------------- Director May 20, 2004
MICHAEL B. GIFFORD
/s/ Ray J. Groves
--------------------------------------- Director May 20, 2004
RAY J. GROVES
/s/ Dennis F. Hightower
--------------------------------------- Director May 20, 2004
DENNIS F. HIGHTOWER
/s/ Herbert H. Jacobi
--------------------------------------- Director May 20, 2004
HERBERT H. JACOBI
/s/ Nancy J. Karch
--------------------------------------- Director May 20, 2004
NANCY J. KARCH
/s/ Fred H. Langhammer
--------------------------------------- Director May 20, 2004
FRED H. LANGHAMMER
/s/ Jorge Paulo Lemann
--------------------------------------- Director May 20, 2004
JORGE PAULO LEMANN
/s/ Marjorie M. Yang
--------------------------------------- Director May 20, 2004
MARJORIE M. YANG
EXHIBIT INDEX
Exhibit
5.1 Opinion of William J. Mostyn III, Esq., Secretary of The Gillette
Company, filed herewith.
24.1 Powers of Attorney, filed herewith (see signature page in Part II).