Registration Statement

Table of Contents

As filed with the Securities and Exchange Commission on October 30, 2009
Registration No. 333-      
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
MASCO CORPORATION
(Exact Name of Registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization) 		  38-1794485
(I.R.S. Employer
Identification No.)
21001 Van Born Road
Taylor, Michigan
48180
(Address including zip code of Principal Executive Offices)
 
Masco Corporation 2005 Long Term Stock Incentive Plan, as amended
(Full title of the plan)
 
Barry J. Silverman
Vice President, General Counsel and
Secretary
Masco Corporation
21001 Van Born Road
Taylor, Michigan, 48180
(313) 274-7400
 
(Name, address and telephone number, including area code, of agent for service)
 
Copy to:
Barbara Nims
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Tel: (212) 450-4000
Fax: (212) 450-4800
 
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  þ Accelerated filer  o  
Non-accelerated filer  o
(Do not check if a smaller reporting company) 		Smaller reporting company  o
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed     Proposed Maximum        
        Amount to be     Maximum Offering     Aggregate     Amount of  
  Title of Securities to be Registered     Registered (1)     Price Per Share (3)     Offering Price (3)     Registration Fee (3)  
 
Common Stock (par value $1.00 per share) (2)
      9,000,000       $ 13.68       $ 123,120,000       $ 6,870.10    
 
 
(1)   Plus an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
 
(2)   Represents shares available for future awards under the Masco Corporation 2005 Long Term Stock Incentive Plan, as amended.
 
(3)   Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended (the “1933 Act”), solely for the purpose of computing the registration fee, based on the average of the high and low prices of the securities being registered hereby on the New York Stock Exchange on October 23, 2009.
 
 

 

TABLE OF CONTENTS

PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
ITEM 8. EXHIBITS
SIGNATURES
EX-5
EX-23.1

Table of Contents

EXPLANATORY NOTE
A registration statement on Form S-8 (Registration No. 333-126888) of Masco Corporation (the “Company”) was filed on July 26, 2005 (the “Prior Registration Statement”) to register under the 1933 Act 25,000,000 shares of the Company’s common stock, par value $1.00 per share, issuable to eligible employees of the Company under its 2005 Long Term Stock Incentive Plan. This Registration Statement on Form S-8 (the “Registration Statement”) has been prepared and filed pursuant to and in accordance with the requirements under General Instruction E to Form S-8 for the purpose of effecting the registration under the 1933 Act of an additional 9,000,000 shares of the Company’s common stock issuable upon awards to be granted under the Company’s 2005 Long Term Stock Incentive Plan, as amended, at any time or from time to time.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
     Pursuant to General Instruction E to Form S-8, the Company hereby incorporates by reference the contents of the Prior Registration Statement.
ITEM 8. EXHIBITS
  5   Opinion of Barry J. Silverman
 
  23.1   Consent of PricewaterhouseCoopers LLP
 
  23.2   Consent of Barry J. Silverman (included in Exhibit 5)
 
  24.1   Power of Attorney included on Signature page

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SIGNATURES
     Pursuant to the requirements of the 1933 Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Taylor, Michigan on the 30th day of October, 2009.
         
  MASCO CORPORATION
  		 
  By:   /s/ John G. Sznewajs    
    Name:   John G. Sznewajs   
    Title:   Vice President, Treasurer and
Chief Financial Officer  		 
 
POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Barry J. Silverman and John G. Sznewajs, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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     Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
/s/ Timothy Wadhams
 
Timothy Wadhams
  President, Chief Executive Officer and Director
(Principal Executive Officer) 		  October 30, 2009
 
       
/s/ John G. Sznewajs
 
John G. Sznewajs
  Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer) 		  October 30, 2009
 
       
/s/ William T. Anderson
 
William T. Anderson
  Vice President — Controller
(Principal Accounting Officer) 		  October 30, 2009
 
       
/s/ Dennis W. Archer
 
Dennis W. Archer
  Director    October 30, 2009
 
       
/s/ Thomas G. Denomme
 
Thomas G. Denomme
  Director    October 30, 2009
 
       
/s/ Anthony F. Earley, Jr.
 
Anthony F. Earley, Jr.
  Director    October 30, 2009
 
       
/s/ Verne G. Istock
 
Verne G. Istock
  Director    October 30, 2009
 
       
/s/ David L. Johnston
 
David L. Johnston
  Director    October 30, 2009
 
       
/s/ J. Michael Losh
 
J. Michael Losh
  Director    October 30, 2009
 
       
/s/ Richard A. Manoogian
 
Richard A. Manoogian
  Director    October 30, 2009
 
       
/s/ Lisa A. Payne
 
Lisa A. Payne
  Director    October 30, 2009
 
       
/s/ Mary Ann Van Lokeren
 
Mary Ann Van Lokeren
  Director    October 30, 2009

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EXHIBIT 5
Opinion of Legal Counsel
October 22, 2009
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48108
          Re:   Masco Corporation
Registration Statement on Form S-8
2005 Long Term Stock Incentive Plan, as Amended
Dear Sirs:
     I am acting as your counsel in connection with the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, registering an additional 9,000,000 shares of common stock, $1.00 par value (the “Shares”), of Masco Corporation, a Delaware corporation (the “Company”), which may be issued pursuant to the terms of the Company’s 2005 Long Term Stock Incentive Plan, as Amended (the “Plan”).
     I or attorneys on my staff who report to me have examined and are familiar with originals or copies, certified or otherwise identified to my satisfaction, of such documents or corporate records as I have deemed necessary or advisable for the purpose of this opinion. Based upon the foregoing, I am of the opinion that:
          (1) The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware, with corporate power under such laws to issue the Shares; and
          (2) The Plan has been duly authorized by appropriate corporate action and the Shares, when issued pursuant to further action by the Board of Directors of the Company or an appropriate committee thereof and in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable assuming that the exercise price of stock options is not less than par value and that prior to awarding shares of restricted stock there is a determination by the Company’s Board of Directors or an appropriate committee thereof that the Company has received consideration having a value not less than the par value of the shares awarded.
          I hereby consent to the filing of this opinion as Exhibit 5 of the Company’s Registration Statement on Form S-8.
         
  Very truly yours,
  		 
  /s/ BARRY J. SILVERMAN    
  Barry J. Silverman   
  Vice President, General Counsel and Secretary   

 

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 17, 2009 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Masco Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 which is incorporated by reference in the Registration Statement on Form S-8 (No. 333-126888).
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
October 30, 2009