As filed with the Securities and Exchange Commission on December 14, 2007
Registration No. 33-10218
33-13210
33-40110
333-139523
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Altria Group, Inc.
(Exact name of registrant as specified in its charter)
Virginia | 13-3260245 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
120 Park Avenue New York, New York |
10017 | |
(Address of Principal Executive Offices) | (Zip Code) |
Deferred Profit-Sharing Plan for Salaried Employees
Deferred Profit-Sharing Plan for Tobacco Workers
Deferred Profit-Sharing Plan for Craft Employees
(Full titles of the plans)
G. Penn Holsenbeck
Vice President, Associate General Counsel and Corporate Secretary
ALTRIA GROUP, INC.
120 Park Avenue
New York, New York 10017
(Name and address of agent for service)
(917) 663-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered |
Title of Plan | Amount to be registered |
Proposed maximum offering price per share(1) |
Proposed maximum aggregate offering price(1) |
Amount of registration fee | |||||
Common Stock, $0.33 1/3 par value per share |
Deferred Profit-Sharing Plan of Salaried Employees | 14,000,000 shs. (2) | $77.69 | $1,087,660,000 | $33,391.16 | |||||
Common Stock, $0.33 1/3 par value per share |
Deferred Profit-Sharing for Tobacco Workers | 6,800,000 shs. (2) | $77.69 | $ 528,292,000 | $16,218.56 | |||||
Common Stock, $0.33 1/3 par value per share |
Deferred Profit-Sharing Plan for Craft Employees | 6,200,000 shs. (2) | $77.69 | $ 481,678,000 | $14,787.51 | |||||
Total |
27,000,000 shs. (2) | $64,397.23 |
(1) | Estimated solely for the purpose of computing the registration fee and calculated in accordance with Rule 457(c) and (h) under the Securities Act of 1933, based upon the average of the high and low prices for the common stock reported in the consolidated reporting system on December 11, 2007. |
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
(2) | Plus such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions. |
Explanatory Note
Altria Group, Inc. (the Company) is hereby registering an aggregate of 27,000,000 shares of its common stock, $0.33 1/3 par value per share, and an indeterminate amount of plan interests, for issuance pursuant to the following employee benefit plans (collectively, the 401(k) Plans):
Plan |
Number of Shares | |
Deferred Profit-Sharing Plan for Salaried Employees |
14,000,000 | |
Deferred Profit-Sharing Plan for Tobacco Workers |
6,800,000 | |
Deferred Profit-Sharing Plan for Craft Employees |
6,200,000 |
A registration statement on Form S-8 relating to the same class of securities and the same employee benefit plans is currently effective, as shown below:
Plan |
Initial Filing Dates |
Registration Numbers | ||
Deferred Profit-Sharing Plan for Salaried Employees |
11/18/86 | 33-10218, 333-139523 | ||
Deferred Profit-Sharing Plan for Tobacco Workers |
4/10/87 | 33-13210, 333-139523 | ||
Deferred Profit-Sharing Plan for Craft Employees |
4/23/91 | 33-40110, 333-139523 |
The previous Registration Statements on Form S-8 (File No. 33-10218, File No. 33-13210, File No. 33-40110 and
File No. 333-139523) filed by us with the Securities and Exchange Commission (SEC) (the Previous Forms S-8), are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
Item 8. | Exhibits. |
Exhibit No. | Description | |
5.1 | Opinion of Hunton & Williams LLP as to the legality of the securities being registered (filed herewith). | |
23.1 | Consent of Hunton & Williams LLP (included in Exhibit 5.1). | |
23.2 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (filed herewith). | |
24.1 | Powers of Attorney executed by Elizabeth E. Bailey, Harold Brown, Mathis Cabiallavetta, Louis C. Camilleri, J. Dudley Fishburn, Robert E. R. Huntley, Thomas W. Jones, George Muñoz, Lucio A. Noto, John S. Reed, and Stephen M. Wolf (incorporated by reference to Exhibit 24 to the Companys Form S-8, filed with the Commission on December 20, 2006 (Reg. No. 333-139523)). |
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on the 14th day of December, 2007.
ALTRIA GROUP, INC. | ||
By: | /s/ Louis C. Camilleri | |
Louis C. Camilleri, Chairman of the Board | ||
and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||||
/S/ LOUIS C. CAMILLERI (Louis C. Camilleri) |
Director, Chairman of the Board and Chief Executive Officer | December 14, 2007 | ||||
/S/ DINYAR S. DEVITRE (Dinyar S. Devitre) |
Senior Vice President and Chief Financial Officer | December 14, 2007 | ||||
/s/ JOSEPH A. TIESI (Joseph A. Tiesi) |
Vice President and Controller | December 14, 2007 | ||||
Elizabeth E. Bailey, Harold Brown, Mathis Cabiallavetta, J. Dudley Fishburn, Robert E. R. Huntley, Thomas W. Jones, George Muñoz, Lucio A. Noto, John S. Reed, and Stephen M. Wolf | Directors | |||||
By: |
/s/ LOUIS C. CAMILLERI (Louis C. Camilleri, Attorney-in-fact) |
December 14, 2007 |
Pursuant to the requirements of the Securities Act, Howard Greene, having administrative responsibility of the Deferred Profit-Sharing Plan for Salaried Employees, has duly caused this Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 14th day of December, 2007.
DEFERRED PROFIT-SHARING PLAN FOR | ||
SALARIED EMPLOYEES | ||
By: | /S/ HOWARD GREENE | |
Name: | Howard Greene | |
Title: | Vice President, Compensation & Benefits |
Pursuant to the requirements of the Securities Act, Howard Greene, having administrative responsibility of the Deferred Profit-Sharing Plan for Tobacco Workers, has duly caused this Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 14th day of December, 2007.
DEFERRED PROFIT-SHARING PLAN FOR | ||
TOBACCO WORKERS | ||
By: |
/S/ HOWARD GREENE | |
Name: |
Howard Greene | |
Title: |
Vice President, Compensation & Benefits |
Pursuant to the requirements of the Securities Act, Howard Greene, having administrative responsibility of the Deferred Profit-Sharing Plan for Craft Employees, has duly caused this Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 14th day of December, 2007.
DEFERRED PROFIT-SHARING PLAN FOR | ||
CRAFT EMPLOYEES | ||
By: |
/S/ HOWARD GREENE | |
Name: | Howard Greene | |
Title: | Vice President, Compensation & Benefits |
EXHIBIT INDEX
Exhibit No. | Description | |
5.1 | Opinion of Hunton & Williams LLP as to the legality of the securities being registered (filed herewith). | |
23.1 | Consent of Hunton & Williams LLP (included in Exhibit 5.1). | |
23.2 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (filed herewith). | |
24.1 | Powers of Attorney executed by Elizabeth E. Bailey, Harold Brown, Mathis Cabiallavetta, Louis C. Camilleri, J. Dudley Fishburn, Robert E. R. Huntley, Thomas W. Jones, George Muñoz, Lucio A. Noto, John S. Reed, and Stephen M. Wolf (incorporated by reference to Exhibit 24 to the Companys Form S-8, filed with the Commission on September 22, 2006 (Reg. No. 333-139523)). |