As filed with the Securities and Exchange Commission on May 20, 2008
Registration No. 333-        
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form S-8
Registration Statement
Under The Securities Act of 1933
 
3M COMPANY
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)	 	41-0417775
(I.R.S. Employer
Identification No.)	
 
3M Center
Building 220-9W-02
St. Paul, Minnesota 55144
(Address of principal executive offices)
 
3M 2008 Long-Term Incentive Plan
(Full title of the plan)
 
Gregg M. Larson
Deputy General Counsel
3M Company
3M Center, Building 220-9W-02
St. Paul, Minnesota 55144
Telephone: (651) 733-2204
(Name, address, and telephone number of agent for service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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.

Large accelerated filer  x	Accelerated filer  o	Non-accelerated filer  o 
 (Do not check if a smaller reporting company)	Smaller reporting company  o	
 
Calculation of Registration Fee

Title of
Securities to be
Registered	 	Amount to be
Registered (1)	 	Proposed
Maximum
Offering
Price/Share (2)	 	Proposed
Maximum
Aggregate
Offering Price	 	Amount of
Registration Fee	 	
Common Stock, $0.01par value/share	 	35,000,000 shares	 	$77.625	 	$2,716,875,000	 	$106,773.18	 	

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also registers such additional shares of Common Stock that become available under the foregoing plan in connection with changes in the number of outstanding Common Stock because of events such as stock split, stock dividend, combination or reclassification of shares, recapitalization, merger or other similar events.
(2)      Estimated solely for the purpose of calculating the registration fee. This registration fee has been calculated pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act of 1933, as amended, based upon the average of the high and low prices of 3M Company’s Common Stock, par value $0.01 per share, on May 13, 2008, as reported by the New York Stock Exchange, which was $77.625.

 
PART I — INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.          Plan Information*
 
Item 2.          Registrant Information and Employee Plan Annual Information*
 
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8.
 
PART II — INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.          Incorporation of Documents by Reference.
 
The following documents, which have heretofore been filed by 3M Company (“3M”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:
 
(a)           3M’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Commission on February 15, 2008, as updated by our Current Report on Form 8-K dated May 19, 2008.
 
(b)          3M’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the Commission on May 2, 2008;
 
(c)           Our Current Reports on Form 8-K dated February 11, 2008, February 14, 2008, May 8, 2008, May 13, 2008, and  May 19, 2008;
 
(d)          The description of the 3M’s Common Stock contained in the Prospectus Supplement dated June 15, 2007 (to the Prospectus dated February 24, 2006), to the Registration Statement on Form S-3 (File No. 333-132041), such description of the Common Stock as updated by our Current Report on Form 8-K dated February 11, 2008.
 
All documents later filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Securities Act, before we file a post-effective amendment to this Registration Statement that indicates all securities offered hereby have been sold or which deregisters all such securities that have not been sold, shall be deemed to be incorporated by reference and be a part of this Registration Statement from the date that document was filed .
 
Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
The Registrant’s Exchange Act file number with the Commission is 1-3285.
 
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Item 4.          Description of Securities.
 
                      Not applicable.
 
Item 5.          Interests of Named Experts and Counsel.
 
Certain legal matters with respect to the validity of the Common Stock registered hereby have been passed upon for 3M by Gregg M. Larson, Corporate and Securities Counsel of 3M. Gregg Larson is employed by 3M, is eligible to participate in the Plan from time to time and owns or has rights to acquire an aggregate of less than 0.01% of 3M’s Common Stock.
 
Item 6.          Indemnification of Directors and Officers.
 
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee of or agent to the Company. The statute provides that it is not exclusive of other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise.
 
Section 34 of the Company’s by-laws provides for indemnification by the Company of any director or officer of the Company who is or was a director of any of its subsidiaries or, at the request of the Company, is or was serving as a director or officer of, or in any other capacity for, any other enterprise, to the fullest extent permitted by law. The by-laws also provide that the Company shall advance expenses to a director or officer upon receipt of an undertaking by such director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the Company. The by-laws do not limit the power of the Company or its board of directors to provide other indemnification and expense reimbursement rights to directors, officers, employees, agents and other persons otherwise than pursuant to the by-laws.
 
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s certificate of incorporation provides for such limitation of liability.
 
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. Policies of insurance are maintained by the
 
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Company under which its directors and officers are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as result of, actions, suits or proceedings to which they are parties by reason of being or having been such directors or officers.
 
Item 7.                              Exemption from Registration Claimed.
 
                                                                  Not applicable.
 
Item 8.                              Exhibits.
 
                                                                  See Exhibit Index
 
Item 9.                              Undertakings.
 
                                                                     (a)              The undersigned Registrant hereby undertakes:
 
(1)                                   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
(i)                                      To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)                                   To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)                                To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
 
Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
 
(2)                                   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
 
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offering of such securities at that time shall be deemed to be the initial bona fide offering thereof, and
 
(3)                                   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b)                The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c)                 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
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Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 St. Paul, the State of Minnesota on this 20th day of May, 2008.

 	3M COMPANY	
 	 	
 	By 	/s/ Gregg M. Larson	
 	Name: Gregg M. Larson, Esq.	
 	Title: Deputy General Counsel	
 
Pursuant to the requirements of the Securities Act of 1993, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates as indicated.

Signature	 	Title	
 	 	 	
*	 	Chairman of the Board, President,	
George W. Buckley	 	Chief Executive Officer (Principal
Executive Officer and Director)	
 	 	 	
*	 	Senior Vice President, Chief	
Patrick D. Campbell	 	Financial Officer (Principal Financial
and Accounting Officer)	
 	 	 	
*	 	Director	
Linda G. Alvarado	 	 	
 	 	 	
*	 	Director	
Vance D. Coffman	 	 	
 	 	 	
*	 	Director	
Michael L. Eskew	 	 	
 	 	 	
*	 	Director	
W. James Farrell	 	 	
 	 	 	
*	 	Director	
Herbert L. Henkel	 	 	
 	 	 	
*	 	Director	
Edward M. Liddy	 	 	
 	 	 	
*	 	Director	
Robert S. Morrison	 	 	
 	 	 	
*	 	Director	
Aulana L. Peters	 	 	

* By: 	/s/ Gregg M. Larson	 	
 	Gregg M. Larson	 	
 	Attorney-in-fact	 	
 	Date: May 20, 2008	 	
 
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Index to Exhibits

Exhibit Number	 	Description	
4.1	 	Certificate of incorporation, as amended as of May 11, 2007, is incorporated by reference from the Form 8-K dated May 14, 2007.	
4.2	 	Bylaws, as amended as of February 11, 2008, are incorporated by reference from the Form 8-K dated February 11, 2008.	
5	 	Opinion of Counsel (Consent of Counsel included therein).*	
10	 	3M 2008 Long-Term Incentive Plan is incorporated by reference from Exhibit 10.1 of the Form 8-K dated May 13, 2008.	
15	 	Awareness Letter of PricewaterhouseCoopers LLP (regarding interim financial information)*	
23	 	Consent of PricewaterhouseCoopers LLP (Consent of Counsel included in Exhibit 5).*	
24	 	Power of Attorney*	

* Filed herewith.
 
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EXHIBIT 5
 
May 20, 2008
 
3M Company
3M Center
St. Paul, MN 55144
 
RE: Opinion of Counsel
 
This opinion is furnished in connection with the registration by 3M Company (the “Company”) pursuant to the Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), of 35,000,000 shares of common stock of the Company, $0.01 par value (the “Shares”) to be issued pursuant to the 3M 2008 Long-Term Incentive Plan (the “Plan”).
 
As corporate and securities counsel for the Company, I am of the opinion, based upon my familiarity with the affairs of the Company and upon my examination of the law and pertinent documents, that all necessary corporate proceedings have been taken to authorize the issuance of the Shares under the Plan, and all such Shares, when issued or sold in accordance with the terms of the Plan, will be duly authorized, validly issued, fully paid and non-assessable.
 
I consent to the use of my name in the Registration Statement as counsel who has passed upon the legality of the Shares, and to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,	
 	
/s/ Gregg M. Larson	 	
 	
Gregg M. Larson, Esq.	
Deputy General Counsel	

 
EXHIBIT 15
 
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
 
Commissioners:
 
We are aware that our report dated May 1, 2008 on our review of interim consolidated financial information of 3M Company for the three-month periods ended March 31, 2008 and 2007, and included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, is incorporated by reference in this Registration Statement on Form S-8 dated May 20, 2008, for the registration of 35,000,000 shares of 3M Company’s common stock under the 3M 2008 Long-Term Incentive Plan.
 
/s/ PricewaterhouseCoopers LLP
 
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
May 20, 2008

 
EXHIBIT 23
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 11, 2008, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the changes in the segments and geographic areas discussed in Notes 16 and 17 as to which the date is May 19, 2008, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in 3M Company’s Current Report on Form 8-K dated May 19, 2008.
 
/s/ PricewaterhouseCoopers LLP
 
PricewaterhouseCoopers LLP
Minneapolis, MN
May 20, 2008

 
EXHIBIT 24
 
POWER OF ATTORNEY
 
Each of the undersigned Directors and the Principal Executive and Principal Financial and Accounting Officers of 3M COMPANY, a Delaware corporation, hereby constitute and appoint George W. Buckley, Patrick D. Campbell, Gregg M. Larson, Marschall I. Smith, and Janet L. Yeomans, and each of them, his or her true and lawful attorneys-in-fact and agents, with full and several 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 one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8, or such other form as such attorneys-in-fact or any of them may deem necessary or desirable, and to sign any and all amendments (including post-effective amendments and supplements to such registration statement) for the registration of securities under the 2008 Long-Term Incentive Plan and the 1997 General Employees Stock Purchase Plan, in such forms as they or any one of them may approve, 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 such said attorneys and agents may deem necessary or desirable to enable 3M COMPANY to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of 3M COMPANY, and the names of the undersigned to one or more Registration Statements or amendments thereto and to any instruments and documents filed as part of or in connection therewith; as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorneys-in-fact and agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.
 
                The undersigned have signed this Power of Attorney this 11th day of February 2008.

/s/ George W. Buckley	 	/s/ Patrick D. Campbell	
George W. Buckley, Chairman of the
Board, President and Chief Executive Officer (Principal
Executive Officer and Director)	 	Patrick D. Campbell, Senior Vice President and Chief
Financial Officer (Principal Financial and Accounting Officer)	
 	 	 	
/s/ Linda G. Alvarado	 	/s/ Edward M. Liddy	
Linda G. Alvarado, Director	 	Edward M. Liddy, Director	
 	 	 	
/s/ Vance D. Coffman	 	/s/ Robert S. Morrison	
Vance D. Coffman, Director	 	Robert S. Morrison, Director	
 	 	 	
/s/ Michael L. Eskew	 	/s/ Aulana L. Peters	
Michael L. Eskew, Director	 	Aulana L. Peters, Director	
 	 	 	
/s/ W. James Farrell	 	/s/ Herbert L. Henkel	
W. James Farrell, Director	 	Herbert L. Henkel, Director