EIDP, Inc. — Regulatory Filings 2007

Aug 1, 2007

S-8 1 w37723sv8.htm FORM S-8 sv8 PAGEBREAK

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Registration Statement No. 33-XXXXX

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

E. I. DU PONT DE NEMOURS AND COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE	1007 MARKET STREET WILMINGTON, DELAWARE	51-0014090
(State or other jurisdiction of incorporation or organization)	19898 (Address of principal executive offices)	(I.R.S. Employer identification no.)

E. I. DU PONT DE NEMOURS AND COMPANY EQUITY AND INCENTIVE PLAN (Full title of the plans)

JEFFREY L. KEEFER, EXECUTIVE VICE PRESIDENT—DUPONT FINANCE E. I. DU PONT DE NEMOURS AND COMPANY 1007 MARKET STREET WILMINGTON, DELAWARE 19898 (Name and address of agent for service)

TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE: 302-774-1000

APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:

FROM TIME TO TIME AFTER EFFECTIVE DATE OF REGISTRATION STATEMENT

CALCULATION OF REGISTRATION FEE

		Proposed — Maximum	Proposed — Maximum
	Amount	Offering	Aggregate	Amount of
Title of Securities	to be	Price Per	Offering	Registration
to be Registered	Registered 1	Share 2	Price	Fee
Common Stock $0.30 par value	20,000,000	$ 47.24	$ 944,800,000	$ 29,005.36

1. E. I. du Pont de Nemours and Company (“DuPont” or “Registrant”) is filing this Registration Statement on Form S-8 to register the offering of shares of DuPont Common Stock, par value $0.30 per share, under the E. I. du Pont de Nemours and Company Equity and Incentive Plan (the “Plan”). This Registration Statement shall also cover any additional shares which become issuable under the Plan by reason of any stock dividend, stock split, capitalization of reserves and premiums or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of DuPont. The shares issued under the Plan may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Registrant in the open market, private transactions or otherwise.

2. Calculated solely for the purposes of this offering under Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrant’s common shares as reported on The New York Stock Exchange on July 27, 2007.

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TABLE OF CONTENTS

PART I
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
PART II
Item 3. Incorporation of Certain Documents by Reference
Item 4. Description of DuPont Common Stock
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 8. Exhibits
Item 9. S-K Item 512 Undertakings
SIGNATURES
Opinion of Counsel dated August 1, 2007
Consent of Independent Registered Public Accounting Firm dated August 1, 2007
Power of Attorney

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Table of Contents

link1 "PART I"

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

link2 "Item 1. Plan Information"

Item 1.
Not required to be filed with this Registration Statement.

link2 "Item 2. Registrant Information and Employee Plan Annual Information"

Item 2.
Not required to be filed with this Registration Statement.

link1 "PART II"

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

link2 "Item 3. Incorporation of Certain Documents by Reference"

Item 3.
The documents listed below, previously filed with the Securities and Exchange
Commission, are incorporated by reference in this Registration Statement:

(a)	DuPont’s Annual Report on Form 10-K, for the year ended December 31, 2006.
(b)	DuPont’s Quarterly Reports on Form 10-Q, for quarters ended March 31, 2007 and
June 30, 2007 and DuPont’s Current Reports on Form 8-K filed on July 31, 2007, May 3, 2007, March
9, 2007 and February 8, 2007.

All documents subsequently filed by DuPont pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

link2 "Item 4. Description of DuPont Common Stock"

| Item 4. |
| --- |
| Holders of DuPont Common Stock are entitled to receive dividends
that may be declared by the Board of Directors of DuPont from
surplus or net earnings, but not until all cumulative dividends on
preferred stock shall have been declared and set apart for payment
at the annual rates of $4.50 a share for the $4.50 Series and
$3.50 a share for the $3.50 Series. Holders of DuPont Common Stock
have the right to vote on all questions to the exclusion of all
other stockholders, except as otherwise expressly provided by law
or unless DuPont shall be in default in the payment of dividends
on preferred stock for a period of six months. In the latter
event, until accumulated and unpaid dividends on preferred stock
of all series shall have been paid, the holders of the outstanding
preferred stock shall have the exclusive right, voting separately
and as a class, to elect two directors, or if the total number of
directors of DuPont be only three, then only one director, at each
meeting of stockholders held for the purpose of electing
directors. |
| On liquidation, dissolution, or winding up of DuPont, whether
voluntary or involuntary, after payments have been made to holders
of preferred stock, holders of DuPont Common Stock have the right
to share ratably the remaining assets available for distribution.
In the event of voluntary liquidation, holders of preferred stock
are entitled to accumulated dividends and $115 a share for the
$4.50 Series and $107 a share for the $3.50 Series; in the event
of involuntary liquidation, holders of both series are entitled to
accumulated dividends and $100 a share. Holders of DuPont Common
Stock do not have any preemptive rights. |

link2 "Item 5. Interests of Named Experts and Counsel"

| Item 5. |
| --- |
| The validity of the issue of DuPont Common Stock offered hereby
has been passed on by Stacey J. Mobley, Esq., Senior Vice
President and Chief Administrative Officer and General Counsel of
DuPont. Mr. Mobley beneficially owned as of August 1, 2007 634,586
shares of DuPont Common Stock, including 578,367 shares of which
he has the right to acquire beneficial ownership within 60 days
through the exercise of stock options awarded under DuPont’s
compensation plans. |

link2 "Item 6. Indemnification of Directors and Officers"

| Item 6. |
| --- |
| Under provisions of the Bylaws of DuPont, each person who is or
was a director or officer of DuPont shall be indemnified by DuPont
to the full extent permitted or authorized by the General
Corporation Law of Delaware against any liability, cost or expense
asserted against such director or officer and incurred by such
director or officer in any such person’s capacity as director or
officer, or arising out of any such person’s status as a director
or officer. DuPont has purchased liability insurance policies
covering its directors and officers to provide protection where
DuPont cannot indemnify a director or officer. |

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link2 "Item 8. Exhibits"

ITEM 8. Exhibits

		Incorporated by Reference			Herewith
Exhibit			File		Exhibit
No.	Exhibit	Form	No.	Filing Date	No.
4(a)	DuPont’s Restated Certificate of
Incorporation, effective May 29, 1997,
defining rights of holders of DuPont
Common Stock	10-K		2/28/2003	3.1
4(b)	E. I. du Pont de Nemours and Company
Equity and Incentive Plan	2007 Proxy		3/19/2007	Pages C1-C13
5(a)	Opinion of Counsel dated August 1, 2007				X
23(a)	Consent of Independent Registered
Public Accounting Firm dated August 1,
2007				X
23(b)	Consent of Stacey J. Mobley, Esq.
included in the opinion filed as
Exhibit 5(a) to this Registration
Statement dated August 1, 2007				X
24	Powers of attorney authorizing certain
officers to sign the registration
statement and amendments thereto on
behalf of officers and directors				X

link2 "Item 9. S-K Item 512 Undertakings"

ITEM 9. S-K Item 512 Undertakings

(a) 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;
(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.
(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 (a)(l)(i) and (a)(l)(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 by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, 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. |

| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933 each filing of the registrant’s annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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. |
| --- | --- |
| (h) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the
final adjudication of such issue. |

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link1 "SIGNATURES"

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 Wilmington, State of Delaware, on August 1, 2007.

E. I. DU PONT DE NEMOURS AND COMPANY
By:	/s/ Jeffrey L. Keefer
	Jeffrey L. Keefer
	Executive Vice President—DuPont Finance and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

C. O. Holliday, Jr., Chairman and Director	E. I. du Pont, Director
R. H. Brown, Director	L. D. Juliber, Director
R. A. Brown, Director	M. Naitoh, Director
B. P. Collomb, Director	S. O’Keefe, Director
C. J. Crawford, Director	W. K. Reilly, Director
J. T. Dillon, Director

By:	/s/ Jeffrey L. Keefer Jeffrey L. Keefer
Senior Vice President and	Executive Vice President—DuPont Finance
Chief Administrative Officer and	and Chief Financial Officer
General Counsel—DuPont Legal	(Attorney-In-Fact for above Directors)
(Attorney-In-Fact for above Directors)	(August 1, 2007)
(August 1, 2007)

Powers of attorney authorizing Jeffrey L. Keefer and Stacey J. Mobley jointly, to sign the registration statement and amendments thereto on behalf of the above-named directors and officers are filed with the registration statement.

Pursuant to the requirement of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on August 1, 2007.

E. I. du Pont de Nemours and Company Equity and Incentive Plan
By:	/s/ Robert W. Slone
	Robert W. Slone
	Director Global Rewards, Policy & Strategy and US Delivery

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INDEX TO EXHIBITS

		Incorporated by Reference			Herewith
Exhibit			File		Exhibit
No.	Exhibit	Form	No.	Filing Date	No.
4(a)	DuPont’s Restated Certificate of Incorporation, effective May
29, 1997, defining rights of holders of DuPont Common Stock	10-K		2/28/2003	3.1
4(b)	E. I. du Pont de Nemours and Company Equity and Incentive Plan	2007 Proxy		3/19/2007	Pages C1-C13
5(a)	Opinion of Counsel dated August 1, 2007				X
23(a)	Consent of Independent Registered Public Accounting Firm
dated August 1, 2007				X
23(b)	Consent of Stacey J. Mobley, Esq. included in the opinion
filed as Exhibit 5(a) to this Registration Statement dated
August 1, 2007				X
24	Powers of attorney authorizing certain officers to sign the
registration statement and amendments thereto on behalf of
officers and directors				X

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