- Securities Registration: Employee Benefit Plan (S-8)
19 Março 2010 - 3:09PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
Under
THE SECURITIES ACT OF 1933
HOSPIRA,
INC.
(Exact name of registrant as specified in
its charter)
Delaware
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20-0504497
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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275
N. Field Drive
Lake Forest, Illinois 60045
(Address of
Principal Executive Offices)
Hospira
2004 Long-Term Stock Incentive Plan, as amended
(Full Title of
the Plan)
Brian J. Smith
Hospira, Inc.
Dept. NLEG
275 North Field Drive
Lake Forest, Illinois 60045-5045
(Name and address
of agent for service)
Telephone number,
including area code, of agent for service:
(224)
212-2000
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 definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2
of the Exchange Act.
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller
reporting company)
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Smaller reporting company
o
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CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered(1)
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount
of
Registration
Fee
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Common Stock, $0.01 par
value and associated Preferred Stock Purchase Rights
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13,000,000
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$
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53.955
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$
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701,415,000
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$
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50,011
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(1)
Pursuant to Rule 416(a) under
the Securities Act of 1933, as amended (the Securities Act), the number of
shares of Common Stock being registered hereby shall be adjusted to include any
additional shares which may become issuable as a result of stock splits, stock
dividends or similar transactions in accordance with the anti-dilution
provisions of the plan described herein. This Registration Statement also
pertains to rights to purchase shares of Series A Junior Participating
Preferred Stock of Hospira, Inc. (the Rights). Until the occurrence of
certain prescribed events, the Rights are not exercisable and one Right will
accompany each share of Common Stock being registered hereby.
(2)
Estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457(c) and (h)
under the Securities Act. The proposed maximum aggregate offering and amount of
registration fee are calculated on the basis of the average of the high and low
sale prices of the Common Stock on the New York Stock Exchange on March 12,
2010.
Pursuant to General Instruction E, the contents of
the Hospira, Inc. 2004 Long-Term Stock Incentive Plan Registration
Statement on Form S-8 (File No. 333-115056) are incorporated herein
by reference.
Part II. Information Required in the Registration
Statement
Item 5. Interests of Named Experts and Counsel
Brian J. Smith, Senior Vice President, General
Counsel and Secretary of the Registrant, whose opinion is included herewith as Exhibit 5.1,
beneficially owned as of March 15, 2010, approximately 32,952 common
shares of the Registrant (this amount includes approximately 9,712 shares held
for the benefit of Mr. Smith in the Hospira 401(k) Retirement Savings
Plan and 7,945 earned, unvested performance share units) and held options to
acquire 305,700 Common Shares of which options to purchase 237,900 Common
Shares are currently exercisable.
Item 8. Exhibits.
See Exhibit Index, which is incorporated
herein by reference.
2
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 Lake Forest, State of Illinois, on March 19, 2010.
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HOSPIRA, INC.
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By:
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/s/
Christopher B. Begley
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Christopher B. Begley
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Chairman of the Board
and Chief Executive Officer
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3
Each
person whose signature appears below constitutes and appoints Christopher B.
Begley and Brian J. Smith, Esq., and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this registration
statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on March 19,
2010.
Signature
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Title
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/s/
Christopher B. Begley
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Chairman
of the Board and Chief Executive Officer
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Christopher
B. Begley
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/s/
Thomas E. Werner
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Senior Vice President, Finance
and Chief Financial Officer (Principal Financial Officer)
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Thomas
E. Werner
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Corporate
Vice President, Controller and Chief Accounting Officer (Principal Accounting
Officer)
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/s/
Richard J. Hoffman
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Richard
J. Hoffman
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/s/
Irving W. Bailey, II
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Irving
W. Bailey, II
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Director
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/s/
Barbara L. Bowles
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Barbara
L. Bowles
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Director
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/s/
Connie R. Curran
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Connie
R. Curran
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Director
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/s/
Roger W. Hale
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Roger
W. Hale
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Director
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/s/
Ronald A. Matricaria
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Ronald
A. Matricaria
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Director
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/s/
Jacque J. Sokolov M.D.
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Jacque
J. Sokolov M.D.
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Director
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4
/s/
John C. Staley
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John
C. Staley
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Director
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/s/
Heino von Prondzynski
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Heino
von Prondzynski
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Director
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/s/
Mark F. Wheeler M.D.
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Mark
F. Wheeler M.D.
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Director
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5
EXHIBIT INDEX
Exhibit No.
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Description of Document
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4.1
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Hospira 2004 Long-Term
Stock Incentive Plan, as amended (filed as Exhibit A to the
Hospira, Inc. Definitive Proxy Statement on Schedule 14A filed with the
SEC on March 30, 2009 and incorporated herein by reference).
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5.1
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Opinion of Brian J.
Smith.
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23.1
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The consent of counsel,
Brian J. Smith, is included in his opinion.
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23.2
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Consent of
Deloitte & Touche LLP.
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24
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Power of Attorney is
included on the signature page.
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6
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