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

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)

(Full title of the plan)

(Name, address and telephone number, including area code, of agent for service)

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.

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

 

 

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

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.

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.

     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