-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ld82lVo0wt3i0SG0C66Phtqiunw8Waakr/5S1Mo4fdp8mRo1LcEbOkYOVykDt/oD 4cTD9GnSNvqLDLeEhnvGGA== 0000025757-96-000061.txt : 19961023 0000025757-96-000061.hdr.sgml : 19961022 ACCESSION NUMBER: 0000025757-96-000061 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961021 EFFECTIVENESS DATE: 19961021 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROMPTON & KNOWLES CORP CENTRAL INDEX KEY: 0000025757 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 041218720 STATE OF INCORPORATION: MA FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-08539 FILM NUMBER: 96645832 BUSINESS ADDRESS: STREET 1: ONE STATION PL STREET 2: METRO CTR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033535400 MAIL ADDRESS: STREET 1: ONE STATION PLACE STREET 2: METRO CENTER CITY: STAMFORD STATE: CT ZIP: 06902 S-8 POS 1 FORM S-8 POS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1996 REGISTRATION NO. 333-08539 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 2 on FORM S-8 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933* Crompton & Knowles Corporation (Exact name of Corporation as Specified in Its Charter) Massachusetts 04-1218720 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) One Station Place, Metro Center Stamford, Connecticut 06902 (203) 353-5400 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Corporation's Principal Executive Offices) Uniroyal Chemical Corporation Purchase Right Plan John T. Ferguson II Vice President, General Counsel And Secretary Crompton & Knowles Corporation One Station Place, Metro Center Stamford, Connecticut 06902 (203) 353-5400 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE Title of Amount to Proposed Proposed Amount of Securities Be Maximum Maximum Registration to be Registered Offering Price Aggregate Fee Registered Per Share Offering Price Common Stock 443,544 ____ ____ (2) $.10 par value(1) (1) Includes one attached Preferred Share Purchase Right per share of common stock, par value $.10 per share (together, the "Common Stock") of Crompton & Knowles Corporation (the "Corporation"). Also includes an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the Uniroyal Chemical Corporation Purchase Right Plan. (2) All filing fees payable in connection with the registration of the issuance of these securities were paid in connection with the filing of (a) preliminary proxy materials on Schedule 14A of the Corporation on May 24, 1996, and (b) the Registrant's Form S-4 Registration Statement (333-08539) on July 22, 1996. * Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration Statement pursuant to the procedure described in Part II under "Introductory Statement." PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Introductory Statement Crompton & Knowles Corporation (the "Company" or the "Registrant") hereby amends its Registration Statement on Form S-4 (No. 333-08539) (the "Form S-4") by filing this Post-Effective Amendment No. 2 on Form S-8 ("Amendment No. 2") with respect to up to 443,544 of the Registrant's Common Shares, par value $.10 per share ("Common Shares"), issuable in connection with the Uniroyal Chemical Corporation Purchase Right Plan (the "Plan") of Uniroyal Chemical Corporation ("Uniroyal"). All such Common Shares were previously included in the Form S-4. On August 21, 1996, Tiger Merger Corp., a Delaware corporation and a wholly owned subsidiary of the Registrant ("Subcorp"), was merged with and into Uniroyal (the "Merger") pursuant to an Agreement and Plan of Merger dated April 30, 1996, among the Registrant, Subcorp and Uniroyal (the "Merger Agreement"). As a result of the Merger, each outstanding share of Uniroyal Common Stock (with certain specified exceptions) was converted into Common Shares of the Registrant pursuant to the exchange ratio (the "Exchange Ratio") set forth in the Merger Agreement. Also as a result of the Merger, shares of Uniroyal Common Stock are no longer issuable upon the exercise of rights to purchase Uniroyal Common Stock ("Uniroyal Options") pursuant to the Plan. Instead, participants in the Plan will receive in lieu of Uniroyal Common Stock that number of Common Shares of the Registrant equal to the number of shares of Uniroyal Common Stock issuable immediately prior to the effective time of the Merger upon exercise of a Uniroyal Option multiplied by the Exchange Ratio, with an exercise price for such option equal to the exercise price which existed under the corresponding Uniroyal Option divided by the Exchange Ratio. This Amendment No. 2 to Registration No. 333-08539 relates only to the Common Shares issuable pursuant to the Plan, and this is the second Post-Effective Amendment to the S-4 filed with respect to such shares. Item 3. Incorporation of Documents By Reference There are incorporated herein by reference the following documents of the Corporation or the Plan filed with the Securities and Exchange Commission (the "Commission"): Annual Report of the Corporation on Form 10-K/A for the fiscal year ended December 30, 1995 (which incorporates by reference certain portions of the Corporation's 1995 Annual Report to Stockholders); Quarterly Reports of the Corporation on Form 10-Q for the quarter ended June 29, 1996, and on Form 10-Q/A for the quarter ended March 30, 1996; Current Report of the Corporation on Form 8K dated August 21, 1996; The description of the Corporation's Common Stock contained in any report or document filed under the Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description; and The description of the Corporation's Preferred Share Purchase Rights (which are currently transferred with the Corporation's Common Stock) contained in the Registration Statement of the Corporation on Exhibit 1 to Form 8-A dated July 29, 1988. All documents filed by the Corporation or the Plan pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of securities made hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Expert and Counsel John T. Ferguson II, Vice President, General Counsel and Secretary of the Corporation, beneficially owns 174,852 shares of Common Stock. Additional information concerning Mr. Ferguson is hereby incorporated herein by reference to the Registration Statement on Form S-4 of the Corporation (Registration No. 333-08539). Item 6. Indemnification Of Directors And Officers Section 67 of the Business Corporation Law of the Commonwealth of Massachusetts (the "B.C.L.") sets forth conditions and limitations governing the indemnification of officers, directors, and other persons of the Corporation. The Corporation's By-laws provide that the Corporation shall, to the full extent permitted by law, indemnify each of its directors and officers (including persons who serve at its request as directors, officers, or trustees of another organization in which it has any interest, direct or indirect, as a shareholder, creditor, or otherwise or who serve at its request in any capacity with respect to any employee benefit plan) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise, or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director, officer, or trustee, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; provided, however, that as to any matter disposed of by a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the directors then in office; or (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation; or (c) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested director of officer. Expenses, including counsel fees, reasonably incurred by any director or officer in connection with the defense or disposition of any such action, suit, or other proceeding may be paid from time to time by the Corporation, at the discretion of a majority of the disinterested directors then in office, in advance of the final disposition thereof upon receipt of an undertaking by such director or officer to repay the amount so paid to the Corporation if it is ultimately determined that indemnification for such expenses is not authorized pursuant to the By-laws, which undertaking may be accepted without reference to the financial ability of such director or officer to make repayment. The Corporation's Restated Articles of Organization provide that a director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this shall not eliminate or limit the liability of a director to the extent provided by applicable law (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) under Section 61 or 62 of the B.C.L. (such sections relate generally to the liability of directors for authorizing distributions to shareholders at a time when the Corporation is insolvent or bankrupt and the liability of directors for approving loans to officers or directors of the Corporation which are not repaid and which were not approved or ratified by a majority of disinterested directors or shareholders), or (iv) for any transactions from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. The Corporation has insurance to indemnify its directors and officers, within the limits of the Corporation's insurance policies, for those liabilities in respect of which such indemnification insurance is permitted under the laws of the Commonwealth of Massachusetts. Item 7. Exemption From Registration Claimed Not applicable. Item 8. Exhibits The Exhibits to this Registration Statement are listed on the Index to the Exhibits on page II-7 of this Registration Statement which Index is hereby incorporated by reference herein. The undersigned registrant undertakes that it will submit the Plan and any amendments thereto to the Internal Revenue Service in a timely manner and will make all changes required by the Internal Revenue Service in order to qualify the Plan. Item 9. Undertakings (a) The Corporation 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 periodic reports file by the Corporation pursuant to Section 13 or 15(d) of the Exchange Act that are incorporate by reference in this 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 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 Corporation hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Corporation's annual report pursuant to Section 13(a) or Section 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 Corporation pursuant to the foregoing provision, or otherwise, the Corporation 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 Corporation of expenses incurred or paid by a director, officer or controlling person of the Corporation 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 Corporation 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Corporation 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 Stamford, State of Connecticut, on the 16th day of October, 1996. CROMPTON & KNOWLES CORPORATION By: * Vincent A. Calarco Chairman, President And Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vincent A. Calarco and John T. Ferguson II, and each of them, severally, as his/her attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place, and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement on Form S-8, and to file the same with all exhibits hereto, and other documents with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his/her 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 indicated on October 16, 1996. SIGNATURE TITLE *Vincent A. Calarco Chairman, President and Chief Executive Officer(principal executive officer) *Charles J. Marsden Vice President-Finance, Chief Financial Officer and Director (principal financial officer) *Peter Barna Treasurer (principal accounting officer) *James A. Bitonti Director *Robert A. Fox Director *Roger L. Headrick Director *Leo I. Higdon, Jr. Director *Michael W. Huber Director *C.A. Piccolo Director *Patricia K. Woolf, Ph.D. Director *By: /s/John T. Ferguson II Attorney-in-Fact John T. Ferguson II EXHIBIT INDEX Exhibit No. Description 4 Uniroyal Chemical Corporation Purchase Right Plan 5 Opinion of John T. Ferguson II dated October 18, 1996. 23.1 Consent of John T. Ferguson II (included in Exhibit 5). 23.2 Consent of Independent Auditors, KPMG Peat Marwick LLP, dated October 17, 1996. 24.1 Power of Attorney (included on signature page of Registration Statement). EX-4 2 THE PLAN UNIROYAL CHEMICAL CORPORATION PURCHASE RIGHT PLAN (formerly the UCC Investors Holding, Inc. Restricted Stock Plan) Effective as of October 31, 1989 as Amended and Restated as of March 10, 1995 UNIROYAL CHEMICAL CORPORATION PURCHASE RIGHT PLAN 1. Purpose. The purpose of this Uniroyal Chemical Corporation Purchase Right Plan (this "Plan"), as herein set forth, by and between Uniroyal Chemical Corporation (formerly named UCC Investors Holding, Inc.) (the "Company") and each Management Investor, is to establish an additional equity participation relationship between the Company and its key executives and employees, thereby directly aligning their interests, income oppor- tunities and risks with those of other shareholders and to foster teamwork, entrepreneurial spirit and focused effort toward the achievement of the Company's long-term business strategy and objectives through the opportunity pursuant to this Plan to purchase shares of Common Stock, par value $.01 per share, of the Company ("Shares"). 2. Administration. (a) This Plan shall be administered by a committee as may be constituted from time to time (the "Committee"). The Committee shall have as its members the members of the Compensation Committee of the Board of Directors of the Company (the "Board"), or if no Compensation Committee exists, the Committee shall have as its members the members of the Board of Directors of the Company. The Committee shall interpret this Plan, prescribe, amend and rescind rules and regula- tions relating thereto and make all other determinations necessary or advisable for the administration of this Plan. Any such action by the Committee shall be final and conclusive on all persons having any interest in any right (a "Purchase Right") to purchase Shares pursuant to this Plan ("Plan Shares"), or Plan Shares to which such action relates. The Committee shall hold meetings at such times and places as it may decide and shall keep minutes of its proceedings. A majority of the members of the Committee shall constitute a quorum for purposes of any action taken by the Committee and all such actions shall be taken by a majority vote of the members present at any such meeting. Any action by the Committee may be taken by written instrument signed by all of the members, and any such action shall be as fully effective as if it had been taken by a majority of the members at a meeting duly called and held. No member of the Board or the Committee shall be liable for any action, determination or omission made by him or her in good faith with respect to his or her service on the Committee. (b) The Committee shall have the power from time to time: (i) to determine, upon the recommendation of the Chief Executive Officer of the Company, and within the limits of the express provisions of this Plan, those Participants (as defined in Section 3 hereof) to whom Purchase Rights shall be granted and the terms and condi- tions (which need not be identical) of each Purchase Right, including, without limitation, the number of Plan Shares to be subject to each Purchase Right, the time period during which each Purchase Right may be exercised, the purchase price per Plan Share under each Purchase Right (subject to Section 7 hereof), the time or times within which (during the term of the Purchase Right) all or any portion of each Purchase Right may be exercised and whether cash, Shares, promissory notes (secured or unsecured) or other property, or any combination thereof may be accepted in full or partial payment for Plan Shares purchased pursuant to a Purchase Right; and (ii) generally, to exercise such powers and to perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to this Plan. (c) All Purchase Rights previously grant- ed by the Company on February 1, 1991, December 1, 1991, January 1, 1993 and September 30, 1994 shall be deemed to have been granted hereunder on the terms and subject to the conditions set forth in such Purchase Rights. 3. Participants. Participants will consist of such key executives and employees of the Company as the Committee from time to time designates upon the recommen- dation of the Chief Executive Officer of the Company and within the limits of the express provisions of this Plan. Directors of the Company shall not participate in this Plan as such, but an employee, who is otherwise eligible to participate, may participate in this Plan notwith- standing that he is also a director. The Committee's determination to grant Purchase Rights to a Participant in any year shall not require the Committee to grant Purchase Rights to such Participant in any other year. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the number and terms of Purchase Rights to be granted to them, including without limitation: (i) the recommenda- tion of the Chief Executive Officer of the Company; (ii) the financial condition of the Company; (iii) anticipated profits for the current or future years; (iv) contribu- tions of Participants to the profitability and develop- ment of the Company; and (v) other compensation provided to Participants. 4. Plan Shares. The total number of Plan Shares reserved for issuance, and potentially available for purchase by all Participants, under this Plan is 757,030; provided, however, that such number of Plan Shares shall be adjusted in accordance with the provi- sions of Section 10 hereof. The Company shall reserve for the purposes of the Plan such number of Shares as determined by the Board of Directors of the Company out of either authorized but unissued Shares, treasury Shares or partly out of each. 5. Vested Shares. All Plan Shares upon issu- ance shall be fully vested shares of Common Stock of the Company. 6. Issuance of Plan Shares. Plan Shares shall be issued upon exercise, in part or in full, of a Pur- chase Right covering at least the number of Plan Shares to be so issued, and payment of the Plan Share exercise price under such Purchase Right. 7. Purchase Price. The purchase price of each Plan Share pursuant to the exercise of a Purchase Right shall be $1.00 per share or such higher price as the members of the Board of Directors of the Company shall determine; provided, however, that such purchase price shall be adjusted in accordance with the provisions of Section 10 hereof. 8. Unexercised Purchase Rights. If any Pur- chase Right granted under this Plan expires unexercised, or is surrendered by a Participant for cancellation, or is terminated or ceases to be exercisable for any other reason without having been fully exercised prior to the end of the period during which Purchase Rights may be granted under this Plan, the Plan Shares theretofore sub- ject to such Purchase Right, or to the unexercised por- tion thereof, shall again become available for new Pur- chase Rights to be granted under this Plan to any Partic- ipant. 9. Terms and Conditions of Purchase Rights. (a) Purchase Rights granted pursuant to this Plan shall be authorized by the Committee and shall be evidenced by delivery to the Participant of an Award and Share Purchase Agreement (the "Share Purchase Agree- ment") substantially in the form attached hereto as Exhibit A. Such Share Purchase Agreement shall state: (i) the number of Plan Shares with respect to which the Purchase Right is granted, (ii) the purchase price per Plan Share, (iii) the duration of the Purchase Right, (iv) the method of purchasing such Plan Shares, and (v) such other information as the Committee deems appropriate or necessary. The terms and conditions of each Purchase Right must be consistent with the provisions of this Plan and will be applicable only to the grant that it announc- es. (b) The Purchase Rights granted under this Plan shall be in such form and upon such terms and conditions as the Committee shall from time to time determine, subject to the provisions of this Plan. As a condition to exercise of a Purchase Right granted hereun- der a Participant shall be required to agree to and execute a counterpart of a Share Purchase Agreement. The purchase of Plan Shares pursuant to any Purchase Right may be subject to such other provisions (whether or not applicable to the Purchase Right awarded to any other Participant) as the Committee, reasonably determines appropriate, including, without limitation, restrictions on resale or other disposition, such provisions as may be appropriate to comply with federal or state securities laws and stock exchange requirements, and undertakings or conditions as to the Participant's employment in addition to those specifically provided for under this Plan or the Share Purchase Agreement. 10. Adjustments. The aggregate number of Plan Shares with respect to which Purchase Rights may be granted hereunder, the number of Shares subject to each outstanding Purchase Right, the number of Plan Shares subject to repurchase by the Company and the purchase price for each such Plan Share, shall all be equitably and appropriately adjusted, in such manner as the Commit- tee may determine, for any increase, reduction or change or exchange of Shares for a different number or kind of shares or other securities of the Company by reason of a reclassification, recapitalization, merger, consolida- tion, reorganization, issuance of warrants or rights, stock dividend, stock split or reverse stock split, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise. 11. Stock Certificates. Each Participant who exercises a Purchase Right or any portion thereof in accordance with the Plan and the relevant Share Purchase Agreement shall be issued a stock certificate in respect of such Plan Shares. Such certificate shall be regis- tered in the name of the Participant. 12. Legal and Other Requirements. The obliga- tion of the Company to sell and deliver Plan Shares granted and purchased under this Plan shall be subject to all applicable laws, regulations, rules and approvals, including, but not by way of limitation, the effective- ness of a registration statement under the Securities Act of 1933, as amended, if deemed necessary or appropriate by the Committee, covering the Plan Shares reserved for issuance. All certificates for Plan Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other require- ments of the Securities and Exchange Commission, any stock exchange upon which the Plan Shares are then listed and any applicable federal or state securities laws and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to any such restrictions. 13. Rights as a Shareholder. Upon exercise of all or any portion of any Purchase Right, a Participant shall have all of the rights as a stockholder with re- spect to the Plan Shares covered by the Purchase Right or the portion thereof exercised by him, subject to the provisions of this Plan and the Share Purchase Agreement related to the Purchase Right. 14. Nontransferability of Purchase Rights. During the lifetime of a Participant, any Purchase Right granted to him shall be exercisable only by him. No Purchase Right shall be assignable or transferable (ex- cept by will or the laws of descent and distribution). Any such attempt to transfer or assign such Purchase Right shall be null and void. The granting of a Purchase Right shall impose no obligation upon the Participant to exercise such Purchase Right. 15. Tax Withholding. The Company shall comply with the obligations imposed on the Company under appli- cable tax withholding laws, if any, with respect to Purchase Rights granted, and Plan Shares purchased, here- under, and the disposition of Plan Shares thereafter, and shall be entitled to do any act or thing to effectuate any such required compliance, including, without limita- tion, withholding from amounts payable by the Company to a Participant and making demand on a Participant for the amounts required to be withheld. 16. No Contract of Employment. Neither the adoption of this Plan, the grant of any Purchase Right or the purchase of Plan Shares hereunder shall be deemed to obligate the Company to continue the appointment, employ- ment, or engagement of any Participant for any particular period. 17. No Effect on Plans. Neither the adoption of this Plan, the grant of any Purchase Right or the purchase of Plan Shares hereunder shall be deemed to pre- clude the making of any award pursuant to any other compensation, stock option, long-term incentive, bonus or other plan that may be in effect from time to time. 18. Indemnification of Committee. The members of the Committee shall be indemnified by the Company to the fullest extent permitted by Delaware law, the Company's Certificate of Incorporation and the Company's By-laws. 19. Amendment and Termination of Plan. The Company may amend this Plan from time to time or termi- nate this Plan at any time; provided, however, that no such action shall reduce the number of Plan Shares sub- ject to then outstanding Purchase Rights granted to any Participant or materially adversely change the terms and conditions thereof without the Participant's consent. Without further action by the Board or the stockholders of the Company, this Plan shall terminate ten years after the effective date of this Plan; provided, however, that the termination of this Plan shall not effect any Pur- chase Rights outstanding at such date. 20. Regulations and Other Approvals Governing Law. (a) This Plan shall be governed by and construed in accordance with the laws of the State of Delaware. (b) Except as otherwise provided in Section 19, the Committee may make such changes as may be necessary or appropriate to comply with the rules and regulations of any government authorities. 21. Effective Date of Plan. This Plan shall become effective as of October 31, 1989. EX-5 3 OPINION EXHIBIT 5 October 18, 1996 Crompton & Knowles Corporation One Station Place, Metro Center Stamford, Connecticut 06902 Gentlemen: I have acted as counsel to Crompton & Knowles Corporation, a Massachusetts corporation (the "Company"), in connection with Post-Effective Amendments No. 1 and No. 2 on Form S-8 to the Company's Registration Statement on Form S-4 (the "Registration Statement") filed under the Securities Act of 1933 (the "Act") relating to the issuance of up to 2,188,472 Common Shares, par value $.10 per share (the "Common Shares"), of the Company pursuant to the 1993 Uniroyal Chemical Stock Option Plan and the Uniroyal Chemical Corporation Purchase Right Plan (collectively, the "Plans"). In connection with the foregoing, I have examined: (a) the Amended and Restated Articles of Incorporation, and the By-Laws, as amended, of the Company, (b) the Plans, and (c) such records of the corporate proceedings of the Company and such other documents as I deemed necessary to render this opinion. Based on such examination, I am of the opinion that the Common Shares available for issuance under the Plans, when issued, delivered and paid for in accordance with the terms and conditions of either of the Plans, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this Opinion as Exhibit 5 to the Registration Statement and the reference to me in Item 5 of Part II of the Registration Statement. Very truly yours, /s/ John T. Ferguson II John T. Ferguson II EX-23 4 AUDITORS CONSENT Exhibit 23.2 The Board of Directors Crompton & Knowles Corporation One Station Place - Metro Center Stamford, CT 06902 We consent to the use of our reports incorporated herein by reference in the Registration Statement. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Stamford, Connecticut October 17, 1996 -----END PRIVACY-ENHANCED MESSAGE-----