AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON SEPTEMBER 29, 2003
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KELLOGG COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 38-0710690
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization)
ONE KELLOGG SQUARE
BATTLE CREEK, MICHIGAN 49016-3599
(Address of Principal Executive Offices) (Zip Code)
KELLOGG COMPANY SAVINGS AND INVESTMENT PLAN
(Full Title of the Plan)
JAMES MARKEY, VICE PRESIDENT AND CHIEF COUNSEL -- SECURITIES AND INTERNATIONAL
KELLOGG COMPANY
ONE KELLOGG SQUARE
BATTLE CREEK, MICHIGAN 49016-3599
(Name and Address of Agent for Service)
(269) 961-2000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
BE REGISTERED) REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING OF REGISTRATION
SHARE(2) PRICE(2) FEE(2)
Common Stock 18,000,000 $33.175 $597,150,000 $48,309.44
par value $.25 per
share
1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Kellogg Company Savings
and Investment Plan.
2. Computed in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee.
Computation based upon the average of the high and low prices of the
common stock of the Registrant as reported on the New York Stock
Exchange as of September 24, 2003.
REGISTRATION OF ADDITIONAL SECURITIES
This Form S-8 Registration Statement is filed pursuant to General
Instruction E for the purpose of registering 18,000,000 additional shares of
common stock, par value $0.25 per share ("Common Stock"), of Kellogg Company
(the "Registrant"), issuable pursuant to the Kellogg Company Savings and
Investment Plan. The contents of the Registrant's previously filed Form S-8
Registration Statement (File No. 333-27293), as filed with the Securities and
Exchange Commission (the "Commission") on March 3, 1989, are incorporated herein
by reference to the extent not otherwise amended or superseded by the contents
hereof.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
We shall send or give to each participant in the Kellogg Company
Savings and Investment Plan the document(s) containing the information specified
in Part I of Form S-8 as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). In accordance with the rules and
regulations of the Commission, such documents are not being filed with or
included in this Registration Statement. These documents and the documents
incorporated by reference into this Registration Statement taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that have been filed with the Commission by the
Registrant are incorporated herein by reference:
(a) The Registrant's registration statement on Form S-8 filed March 3,
1989 (file no. 33-27293);
(b) The Registrant's annual report with respect to the Kellogg Company
Savings and Investment Plan on Form 11-K for the year ended December 31, 2002,
filed June 26, 2003;
(c) The Registrant's annual reports on Form 10-K for the fiscal year
ended December 28, 2002 (File No. 1-4171), containing audited financial
statements for the Registrant's latest fiscal year;
(d) The Registrant's quarterly reports on Form 10-Q for the quarters
ended March 29, 2003 and June 28, 2003 (File No. 1-4171);
(e) The Registrant's current report on Form 8-K dated June 5, 2003;
(f) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (File No.
1-4171) since the end of the fiscal year covered by the Annual Report on Form
10-K referenced above; and
(g) The description of the Registrant's common stock, par value $.25
per share, which is contained in Item 14 of the Registrant's Application for
Registration of Securities on a National Securities Exchange on Form 10 dated
March 20, 1959 filed with the Commission (File No. 1-4171) under the Exchange
Act, including any subsequent amendment or any report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates of
filing of such documents.
2
Any statement contained in a document incorporated or deemed to be
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 herein or in any other subsequently filed document which is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legal matters addressed in the opinion as to the legality of the
securities being registered (attached hereto as Exhibit 5.1) have been passed on
for the Registrant by James Markey, Vice President and Chief Counsel --
Securities and International. Mr. Markey is compensated as an employee, is
eligible to participate in the Kellogg Company Savings and Investment Plan and
as of September 16, 2003, is the owner of approximately 860 shares of common
stock of the Registrant and is the holder of options to acquire approximately
91,400 shares of common stock of the Registrant.
ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
4.1 Amended and Restated Certificate of Incorporation of
Kellogg Company, incorporated by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form
S-8, file number 333-56536.
4.2 By-laws of Kellogg Company, as amended, incorporated
by reference to Exhibit 3.02 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 28, 2002, Commission file number 1-4171.
4.3 Kellogg Company Savings and Investment Plan, as
amended and restated.
5.1 Opinion of the Registrant's Vice President and Chief
Counsel -- Securities and International as to the
legality of the additional securities being
registered.
23.1 Consent of the Registrant's Vice President and Chief
Counsel -- Securities and International (included in
opinion filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Battle Creek, State of Michigan, on this 29th
day of September, 2003.
KELLOGG COMPANY
By: /s/ Carlos M. Gutierrez
----------------------------------
Carlos M. Gutierrez
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
the ERISA Finance Committee, appointed by the Board to administer the Kellogg
Company Savings and Investment Plan, has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized in the
City of Battle Creek, State of Michigan, on this 29th day of September, 2003.
Kellogg Company Savings and Investment
Plan
By: /s/ John A. Bryant
----------------------------------
John A. Bryant
Chairman of the ERISA Finance
Committee
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 the 29th day of September, 2003.
SIGNATURE TITLE
/s/ Carlos M. Gutierrez Chairman of the Board and Chief Executive
--------------------------------------------- Officer (Principal Executive Officer)
Carlos M. Gutierrez
/s/ John A. Bryant Executive Vice President and Chief Financial
-------------------------------------------- Officer (Principal Financial Officer)
John A. Bryant
/s/ Jeffrey M. Boromisa Senior Vice President and Corporate
-------------------------------------------- Controller (Principal Accounting Officer)
Jeffrey M. Boromisa
* Director
--------------------------------------------
Benjamin S. Carson, Sr.
* Director
--------------------------------------------
John T. Dillon
* Director
--------------------------------------------
Claudio X. Gonzalez
* Director
--------------------------------------------
Gordon Gund
* Director
--------------------------------------------
James M. Jenness
* Director
--------------------------------------------
Dorothy A. Johnson
* Director
--------------------------------------------
L. Daniel Jorndt
* Director
--------------------------------------------
Ann McLaughlin Korologos
* Director
--------------------------------------------
William D. Perez
* Director
--------------------------------------------
William C. Richardson
* Director
--------------------------------------------
John L. Zabriskie
*By: /s/ James Markey September 29, 2003
------------------------------------------------
James Markey
As Attorney-in-fact
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
4.1 Amended and Restated Certificate of Incorporation of
Kellogg Company, incorporated by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form
S-8, file number 333-56536.
4.2 By-laws of Kellogg Company, as amended, incorporated
by reference to Exhibit 3.02 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 28, 2002, Commission file number 1-4171.
4.3 Kellogg Company Savings and Investment Plan, as
amended and restated.
5.1 Opinion of the Registrant's Vice President and Chief
Counsel -- Securities and International as to the
legality of the additional securities being
registered.
23.1 Consent of the Registrant's Vice President and Chief
Counsel -- Securities and International (included in
opinion filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.