As filed with the Securities and Exchange Commission on March 28, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
Under
THE
SECURITIES ACT OF 1933
McCormick & Company, Incorporated
(Exact name of registrant as specified in its charter)
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Maryland
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52-0408290
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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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24 Schilling Road, Suite 1
Hunt Valley, Maryland
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21031
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(Name and address of agent for service)
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(Zip code)
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McCormick & Company, Incorporated Amended and Restated 2013 Omnibus Incentive Plan
(Full title of the plan)
Jeffery D. Schwartz
Vice President, General Counsel & Secretary
McCormick & Company, Incorporated
24 Schilling Road, Suite 1
Hunt Valley, Maryland 21031
(Name and address of agent for service)
(410) 771-7301
(Telephone number, including area code, of agent for service)
Copies to:
Alan
L. Dye
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, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, no par value
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2,284,341(1)
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$139.78(2)
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$319,305,185
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$38,700
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement also covers
any additional shares of the Common Stock that may become issuable under the plan referenced above by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and
Rule 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low sales prices of the Registrants Common Stock as reported on the New York Stock Exchange on March 20, 2019.
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