UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
McCormick & Company, Incorporated (the “Company”) is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, regarding the validity of the shares of Company common stock, par value $0.01 per share, and common stock non-voting, par value $0.01 per share (collectively, the “Shares”), to be offered pursuant to the Company’s Investor Services Plan, as amended (the “Plan”). The Shares are registered pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-271070) and the base prospectus contained therein. A prospectus supplement relating to the offering of the Shares under the Plan has been filed with the Securities and Exchange Commission on September 22, 2023.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number |
Description | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP. | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| McCORMICK & COMPANY, INCORPORATED | ||||||
| Date: September 22, 2023 |
|
By: | /s/ Jeffery D. Schwartz | |||
| Jeffery D. Schwartz | ||||||
| Vice President, General Counsel & Secretary | ||||||
Exhibit 5.1
+1 202 663 6000 (t)
+1 202 663 6363 (f)
wilmerhale.com
September 22, 2023
McCormick & Company, Incorporated
24 Schilling Road, Suite 1
Hunt Valley, MD 21031
| Re: | Prospectus Supplement to Registration Statement on Form S-3 |
Ladies and Gentlemen:
This opinion is furnished to you in connection with (i) the Registration Statement on Form S-3 (File No. 333-271070) (the “Registration Statement”) filed by McCormick & Company, Incorporated, a Maryland corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of, among other things, an indeterminate number of shares of common stock, par value $0.01 per share (“Common Stock”), and common stock non-voting, par value $0.01 per share (“Common Stock Non-Voting”), of the Company which may be issued from time to time on a delayed or continuous basis by the Company pursuant to Rule 415 under the Securities Act, as set forth in the Registration Statement and the prospectus contained therein (the “Base Prospectus”) and (ii) the prospectus supplement, dated September 22, 2023 (the “Prospectus Supplement”), relating to the proposed public offering of 287,018 shares of Common Stock and 776,624 shares of Common Stock Non-Voting (collectively, the “Shares”), all of which Shares are issuable pursuant to the Company’s Investor Services Plan (as amended, the “Plan”).
We have assisted in the preparation and filing with the Commission of the Prospectus Supplement and the Base Prospectus, each relating to the Registration Statement. We have examined and relied upon (i) corporate or other proceedings of the Company regarding the authorization of and amendments to the Plan and the issuance of the Shares, (ii) the Registration Statement, (iii) the Base Prospectus and (iv) the Prospectus Supplement. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records of the Company, such other agreements and instruments, certificates of public officials, officers of the Company and other persons, and such other documents, instruments and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of all signatories, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of such original documents, and the completeness and accuracy of the corporate records of the Company provided to us by the Company.
We express no opinion herein as to the laws of any state or jurisdiction other than the Maryland General Corporation Law, as amended. We also express no opinion herein with respect to compliance by the Company with the securities or “blue sky” laws of any state or other jurisdiction of the United States or of any foreign jurisdiction. We express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
On the basis of, and subject to, the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares have been issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and non-assessable.
| McCormick & Company, Incorporated September 22, 2023 Page 2 |
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Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any changes in any of these sources of law or subsequent factual developments that might affect any matter or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act as an exhibit to the Company’s Current Report on Form 8-K to be filed by the Company on or about September 22, 2023, which Form 8-K will be incorporated by reference into the Registration Statement, and to the use of our name therein and in the related Base Prospectus and Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, |
| /s/ Wilmer Cutler Pickering Hale and Dorr LLP |
| WILMER CUTLER PICKERING HALE AND DORR LLP |