As filed with the Securities and Exchange Commission on February 28, 2001
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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W.W. GRAINGER, INC.
(Exact Name of Registrant as Specified in its Charter)
Illinois 36-1150280
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
100 Grainger Parkway
Lake Forest, Illinois 60045-5201
(Address of Principal Executive Offices) (Zip Code)
W.W. Grainger, Inc.
Executive Stock Purchase Program
(Full Title of the Plan)
John L. Howard
General Counsel
W.W. Grainger, Inc.
100 Grainger Parkway
Lake Forest, Illinois 60045-5201
(Name and Address of Agent For Service)
(847) 535-1000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
=====================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Common Stock, $0.50 1,250,000 $33.87 $42,337,500 $10,585.00
par value shares (1) (2)(3) (2) (2)
=====================================================================================
(1) Also covers Preferred Share Purchase Rights ("Rights") which are
currently transferable with the shares of Common Stock registered hereby.
(2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average
of the high and low prices of the Registrant's common stock on February 22,
2001 on the New York Stock Exchange Composite Tape as reported by The Wall
Street Journal.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by W.W. Grainger, Inc.,
a corporation organized under the laws of the State of Illinois (the
"Company" or the "Registrant"), with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed with the Commission on March 22,
2000.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, filed with the Commission on May 11, 2000
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, filed with the Commission on August 11,
2000
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, filed with the Commission on
November 13, 2000.
(e) The descriptions of the Company's common stock and preferred
share purchase rights contained in the Company's registration
statements filed under the Exchange Act, including any
amendments or reports filed thereunder that update or otherwise
modify such descriptions.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 to be incorporated herein by reference
and shall be deemed a part hereof from the date of filing of such
documents. Any statement contained in any document, all or a portion of
which is incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent
that a statement contained or incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
The financial statements and financial statement schedules included or
incorporated by reference in the Company's Annual Report on Form 10-K and
incorporated herein by reference have been audited by Grant Thornton LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
(a) Section 8.75 of the Illinois Business Corporation Act of 1983, as
amended, provides that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or
was a director, officer, employee or agent of the corporation, or who is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Under certain
circumstances, such Section permits a corporation to indemnify its
directors, officers, employees and agents against expenses incurred in
connection with the defense or settlement of shareholder derivative
actions. Such Section also provides that the corporation may purchase
insurance on behalf of any such director, officer, employee or agent.
(b) The Company's Bylaws provide that the Company shall indemnify the
directors and officers of the Company under the circumstances described in
the preceding paragraph, subject, except in the case of defense expenses,
to a finding by the Company's Board of Directors, its shareholders or,
under certain circumstances, independent legal counsel that the applicable
standard of conduct has been met.
(c) Under an insurance policy maintained by the Company, the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policy, against certain expenses in
connection with the liabilities that might be imposed as a result of
claims, actions, suits or proceedings that may be brought against them by
reason of being or having been such directors or officers.
(d) The Company's Restated Articles of Incorporation provide that a
director of the Company shall not be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duties as a
director except (i) for any breach of the director's duty of loyalty to the
Company and its shareholders, (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law, (iii)
under Section 8.65 of the Illinois Business Corporation Act or (iv) for any
transaction from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
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Item 9. Undertakings.
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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities
Act");
(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 and 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 (1)(i) and (1)(ii)
do not apply if the registration statement is on Form
S-3 or Form S-8, 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 section 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, 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.
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4. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d)
of the Exchange Act) 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.
5. Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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.
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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-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Lake Forest, Illinois, on the 28th day of
February, 2001.
W.W. GRAINGER, INC.
By: /s/ P. O. Loux
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P. O. Loux
Senior Vice President, Finance
and Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
* *
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R. L. Keyser David W. Grainger
Chairman of the Board and Director
Chief Executive Officer
(Principal Executive Officer
and a Director)
* *
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P. O. Loux John W. McCarter, Jr.
Senior Vice President, Finance Director
and Chief Financial Officer
(Principal Financial Officer)
* *
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R. D. Pappano Neil S. Novich
Vice President, Financial Director
Reporting
(Principal Accounting Officer)
* *
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Brian P. Anderson James D. Slavik
Director Director
*
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Harold B. Smith
Director
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* *
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Fred L. Turner Wilbur H. Gantz
Director Director
*
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Janiece S. Webb
Director
* By: /s/ John L. Howard
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John L. Howard
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(i) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998)
4.2 By-Laws of the Registrant, as amended
4.3 Shareholder Rights Agreement dated as of April 28, 1999,
(incorporated by reference to the Registrant's Current
Report on Form 8-K dated April 28, 1999)
23.1 Consent of Grant Thornton LLP
24.1 Power of Attorney
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