As filed with the Securities and Exchange Commission on December 9, 2002 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 3M 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 (651) 733-2204 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 1997 GENERAL EMPLOYEES STOCK PURCHASE PLAN AND 1997 MANAGEMENT STOCK OWNERSHIP PROGRAM (Full title of the plans) Gregg M. Larson Assistant General Counsel and Secretary 3M Company 3M Center St. Paul, Minnesota 55144 Telephone: (651) 733-2204 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ----------------------- --------------------- -------------------- --------------------- -------------------- Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered(1) Registered(1) Offering Aggregate Offering Registration Fee Price/Share(2) Price - ----------------------- --------------------- -------------------- --------------------- -------------------- Common Stock, $0.01 7,000,000 $125.57 $878,990,000 $80,867.08 par value/share - ----------------------- --------------------- -------------------- --------------------- --------------------
(1) Pursuant to Rule 416(a), also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. 1 REGISTRATION OF ADDITIONAL SECURITIES The purpose of this Registration Statement is to register additional shares for issuance under the Registrant's 1997 General Employees Stock Purchase Plan and 1997 Management Stock Ownership Program. In accordance with General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8, Registration No. 333-30691, 333-30689 and 333-44760 are incorporated herein by reference and the information required by Part II is omitted, except for Items 3 and 5, which have been updated. PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") by the Registrant are incorporated herein by reference in this Registration Statement: 3M COMMISSION FILINGS (FILE NO. 1-3285) DATE/PERIOD - --------------------------------------- ----------- Description of 3M's common stock Dated July 31, 2000, as amended contained in 3M's Registration on August 18, 2000 Statement on Form S-3 Annual Report on Form 10-K Year ended December 31, 2001 Quarterly Reports on Form 10-Q Quarters ended March 31, 2002, June 30, 2002 and September 30, 2002 Current Reports on Form 8-K March 5, 2002, April 9, 2002, November 15, 2002, and December 9, 2002 In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. For purposes of this Registration Statement, 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 also 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. 2 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters with respect to the validity of securities registered hereby have been passed upon by Gregg M. Larson, our Assistant General Counsel. Mr. Larson beneficially owns, or has options to acquire, a number of shares of our common stock, which represents less than 1% of the total outstanding common stock. ITEM 8. EXHIBITS. See Exhibit Index 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 December 9, 2002. 3M COMPANY By /s/ Gregg M. Larson ------------------- Name: Gregg M. Larson Title: Assistant General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1993, as amended, this registration statement has been signed by the following persons in the capacities and on the dates as indicated. Signature Title --------- ----- /s/ W. James McNerney, Jr - ------------------------------ W. James McNerney, Jr. Chairman of the Board, Chief Executive Officer and Director /s/ Patrick D. Campbell - ------------------------------ Patrick D. Campbell Senior Vice President, Chief Financial Officer (Principal Financial Officer) /s/ Ronald G. Nelson - ------------------------------ Ronald G. Nelson Vice President and Controller /s/ Linda G. Alvarado - ------------------------------ Linda G. Alvarado Director /s/ Edward A. Brennen - ------------------------------ Edward A. Brennan Director 3 /s/ Edward M. Liddy - ------------------------------ Edward M. Liddy Director /s/ Aulana L. Peters - ------------------------------ Aulana L. Peters Director /s/ Rozanne L. Ridgway - ------------------------------ Rozanne L. Ridgway Director /s/ Kevin W. Sharer - ------------------------------ Kevin W. Sharer Director /s/ Louis W. Sullivan - ------------------------------ Louis W. Sullivan Director * By: /s/ Gregg M. Larson ---------------------- Gregg M. Larson Attorney-in-fact Date: December 9, 2002 4 INDEX TO EXHIBITS - ---------------- --------------------------------------------------------------- Exhibit Number Description - ---------------- --------------------------------------------------------------- 5 Opinion of Counsel re Legality (Consent of Counsel included therein). - ---------------- --------------------------------------------------------------- 15 Awareness Letter of PricewaterhouseCoopers LLP (regarding interim financial information) - ---------------- --------------------------------------------------------------- 23 Consent of PricewaterhouseCoopers LLP (Consent of Counsel included in Exhibit 5). - ---------------- --------------------------------------------------------------- 24.1 Power of Attorney - ---------------- --------------------------------------------------------------- 24.2 Power of Attorney - ---------------- --------------------------------------------------------------- 5