SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 22, 2002 (May 16, 2002)
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Date of Report (Date of earliest event reported)
INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
1-4858 13-1432060
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(Commission File Number) (IRS Employer Identification No.)
521 West 57th Street, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
(212) 765-5500
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
Richard A. Goldstein, Chairman and Chief Executive
Officer of International Flavors & Fragrances Inc. ("IFF") has entered into
a program for the exercise of an employee stock option granted in November
2000. If not exercised prior to September 21, 2002, this option, which
covers 700,000 shares of common stock, par value $0.121/2 per share, of IFF
("IFF Common Stock"), will expire. Mr. Goldstein is not permitted to borrow
funds from IFF in order to exercise his option, as New York law prohibits
loans to directors without shareholder approval. As a result, in connection
with the option exercise, Mr. Goldstein intends to sell that portion of the
shares obtained upon exercise limited to the amount necessary to cover the
exercise price of the option, the income taxes payable on exercise, and any
applicable sales charges. These sales will be made pursuant to a sales plan
(the "Sales Plan") under Rule 10b5-1(c) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The effect of the
option exercise, even after giving effect to sales of shares under the
Sales Plan, will be to substantially increase Mr. Goldstein's direct
ownership of shares of IFF Common Stock.
On November 14, 2000, Mr. Goldstein, as well as certain
other IFF executives and employees, was granted an option to purchase
shares of IFF Common Stock at an exercise price of $17.9375, the closing
price of IFF Common Stock on that date (the "November 2000 Options"), under
the IFF 2000 Stock Award and Incentive Plan, which had been approved by
shareholders at the IFF 2000 Annual Meeting of Shareholders. Mr.
Goldstein's November 2000 Option covers 700,000 shares of IFF Common Stock.
The November 2000 Options granted to Mr. Goldstein and
the other optionees vested in installments, each of which is achieved when
IFF Common Stock closes for at least seven out of twenty consecutive
trading dates at specific prices established at the time the November 2000
Options were granted. In addition, and whether or not all installments of
an optionee's November 2000 Option are vested, if the average closing price
of IFF Common Stock over a period of twenty consecutive trading days is at
least equal to a specified level, that optionee's November 2000 Option is
required to be exercised in full within six months and one day after the
date on which the specified price level was reached. Any November 2000
Option not exercised within that six-month and one-day period would expire
and lapse. As of March 20, 2002, the average closing price of IFF Common
Stock over the previous twenty consecutive trading days met or exceeded Mr.
Goldstein's applicable trigger price, thereby commencing the six-month and
one-day period. Mr. Goldstein's six-month and one-day period will end, and
his November 2000 Option will expire, on September 21, 2002.
In connection with the exercise of his November 2000
Option, on May 16, 2002, Mr. Goldstein entered into a Sales Plan under Rule
10b5-1(c) under the Exchange Act. Pursuant to the Sales Plan, Morgan
Stanley & Co. Incorporated will sell, on Mr. Goldstein's behalf, only that
number of shares required to cover (i) the purchase price for the shares
issued upon exercise of the November 2000 Option, (ii) the taxes incurred
as a result of the exercise of the November 2000 Option and (iii) any
applicable sales charges. Although the exact number of shares to be sold on
behalf of Mr. Goldstein will be determined by the prices at which shares
are sold and could be greater or fewer than any of the numbers of shares
set forth below, the following chart provides examples of such number
assuming several different average per share sale prices (and a total tax
rate of 46.9% and a sales charge of $.05 per share for each share sold). On
May 21, 2002, IFF Common Stock closed at $34.05 per share.
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Average Per Share Number of Number of
Sale Price ($) Shares Sold Shares Retained
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32.00 537,495 162,505
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34.00 525,171 174,829
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36.00 514,219 185,781
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38.00 504,421 195,579
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40.00 495,604 204,396
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SIGNATURE
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.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By: /s/ Stephen A. Block
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Name: Stephen A. Block
Title: Senior Vice President,
General Counsel and Secretary
Dated: May 22, 2002