Edgar Filing: MASCO CORP /DE/

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2003

Registration No. 333- _________
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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 38-1794485
(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.)

21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(313) 274-7400
(Address of Principal Executive Offices)

MASCO CORPORATION 1991 LONG TERM STOCK INCENTIVE PLAN
(Full Title of the Plan)

JOHN R. LEEKLEY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
MASCO CORPORATION
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(313) 274-7400
(Name, Address and Telephone Number, including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to Offering Price Aggregate Amount of
Registered be Registered(1) Per Share(2) Offering Price(2) Registration Fee(2)

Common Stock (par value 20,000,000 $26.49 $529,800,000 $42,861.00
$1.00 per share)(3)

(1) Pursuant to Rule 416(a), this Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may be
issuable by reason of the antidilution provisions of the Plan in the event
of stock splits, stock dividends or similar transactions.
(2) Computed solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and based on the average of the high and low
prices of the Common Stock on the New York Stock Exchange on October 23,
2003.
(3) Includes related Preferred Stock Purchase Rights under Registrant's Rights
Agreement.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Masco Corporation
(the "Company" or "Registrant") for the purpose of registering additional shares
for issuance under the Company's 1991 Long Term Stock Incentive Plan. Pursuant
to General Instruction E of Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 (File No. 33-42229) previously filed by the
Registrant with the Securities and Exchange Commission on August 12, 1991 are
incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

EXHIBIT NO. DESCRIPTION

4.a Restated Certificate of Incorporation of the Company. (Incorporated
herein by reference to the Exhibits filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 2002).

4.b Bylaws of the Company. (Incorporated by reference to the Exhibits
filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 2002).

4.c Rights Agreement dated as of December 6, 1995, between the Company and
The Bank of New York, as Rights Agent, as amended by Amendment No. 1
dated as of September 23, 1998. (Incorporated herein by reference to
the Exhibits filed with the Company's Annual Report on Form 10-K for
the year ended December 31, 2000).

*5 Opinion of John R. Leekley.

*23 Consent of PricewaterhouseCoopers LLP relating to the financial
statements and financial statement schedule of the Company.

*24 Power of Attorney, included on the signature pages of this
Registration Statement on Form S-8.

99 Masco Corporation 1991 Long Term Stock Incentive Plan (amended and
restated September 13, 2000). (Incorporated herein by reference to the
Exhibits filed with the Company's Annual Report on Form 10-K for the
year ended December 31, 2000).

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*Filed herewith.

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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 Taylor and the State of Michigan on this 30th day of
October, 2003.

MASCO CORPORATION

By /s/Richard A. Manoogian
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Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard A. Manoogian and Eugene A.
Gargaro, Jr., and each of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her
and in his or her 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 other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or would do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or his or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE

PRINCIPAL EXECUTIVE OFFICER:

/s/Richard A. Manoogian Chairman of the Board October 30, 2003
--------------------------- and Chief Executive Officer
Richard A. Manoogian

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

/s/Timothy Wadhams Vice President and October 30, 2003
--------------------------- Chief Financial Officer
Timothy Wadhams

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/s/Thomas G. Denomme Director October 30, 2003
---------------------------
Thomas G. Denomme

/s/Peter A. Dow Director October 30, 2003
---------------------------
Peter A. Dow

/s/Anthony F. Earley, Jr. Director October 30, 2003
---------------------------
Anthony F. Earley, Jr.

/s/Verne G. Istock Director October 30, 2003
---------------------------
Verne G. Istock

/s/Wayne B. Lyon Director October 30, 2003
---------------------------
Wayne B. Lyon

/s/Mary Ann Van Lokeren Director October 30, 2003
---------------------------
Mary Ann Van Lokeren

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INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION

4.a Restated Certificate of Incorporation of the Company. (Incorporated
herein by reference to the Exhibits filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 2002).

4.b Bylaws of the Company (Incorporated by reference to the Exhibits filed
with the Company's Annual Report on Form 10-K for the year ended
December 31, 2002).

*5 Opinion of John R. Leekley.

*23 Consent of PricewaterhouseCoopers LLP relating to the financial
statements and financial statement schedule of the Company.

*24 Power of Attorney, included on the signature pages of this
Registration Statement on Form S-8.

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*Filed herewith.