As filed with the Securities and Exchange Commission on May 12, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 MINNESOTA MINING AND MANUFACTURING COMPANY (Exact name of Registrant as specified in its charter) Delaware 41-0417775 (State of incorporation) (I.R.S. Employer I.D. No.) 3M Center St. Paul, Minnesota 55144 (612) 733-1528 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 1992 MANAGEMENT STOCK OWNERSHIP PROGRAM of MINNESOTA MINING AND MANUFACTURING COMPANY (Full title of the plan) Roger P. Smith, Secretary Minnesota Mining and Manufacturing Company 3M Center St. Paul, Minnesota 55144 Telephone: (612) 733-1528 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------- Title of Amount Proposed Proposed Amount of Securities to be Maximum Maximum Registration Registered Registered Offering Price Aggregate Fee Per Share* Offering Price Common Stock, 2,550,000 $89.25 $227,878,500 $78,479.00 without shares par value - ---------------------------------------------------------------------------- * Estimated solely for calculating amount of registration fee pursuant to Rule 457(c) of the Securities and Exchange Commission, on the basis of the average of the high and low prices reported for the common stock on the New York Stock Exchange - Composite Transactions on May 5, 1997. This registration statement will become effective immediately upon filing pursuant to Rule 462 of the Securities and Exchange Commission. INCORPORATION OF DOCUMENTS BY REFERENCE This registration statement registers an additional 2,550,000 shares of registrant's common stock, without par value, being offered under registrant's 1992 Management Stock Ownership Program, which was the subject of a registration statement on Form S-8 filed with the Commission on July 14, 1992. This Form S-8 Registration Statement, Number 33-49842, and its contents are incorporated herein by reference, including all applicable exhibits undertakings, and additional information provided therewith. EXHIBIT INDEX Exhibit Description Number 5 Opinion of Counsel re Legality (Consent of Counsel included therein) 15 Awareness Letter of Coopers & Lybrand L.L.P. (regarding interim financial information) 23 Consent of Coopers & Lybrand L.L.P. (Consent of Counsel included in Exhibit 5) 99 Additional exhibit - information required in the new registration statement not in the earlier registration statement incorporated herein by reference. 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 St. Paul, and State of Minnesota on the 12th day of May, 1997. MINNESOTA MINING AND MANUFACTURING COMPANY By /s/ L.D. DeSimone Livio D. DeSimone, Chairman of the Board By /s/ Roger P. Smith Roger P. Smith, Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date Livio D. DeSimone Chairman Of The Board; May 12, 1997 Chief Executive Officer, Director Giulio Agostini Senior Vice President, May 12, 1997 Finance Edward A. Brennan Director May 12, 1997 Allen F. Jacobson Director May 12, 1997 Allen E. Murray Director May 12, 1997 Aulana L. Peters Director May 12, 1997 Rozanne L. Ridgway Director May 12, 1997 F. Alan Smith Director May 12, 1997 Roger P. Smith, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the other persons named, filed with the Securities and Exchange Commission, on behalf of such other persons, all in the capacities and on the date stated, such persons being a majority of the directors and the Senior Vice President, Finance of 3M. /s/ Roger P. Smith Roger P. Smith, Attorney-in-Fact