-----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, WKVF0VtHiqi6irnuQH31RYMazh9DudL3bEgLvrHcMapTAgSfwChD6xjBVgyRuZj+ 3oOUmoD79NzUJvfM4ZM6NA== 0000031107-04-000035.txt : 20040503 0000031107-04-000035.hdr.sgml : 20040503 20040503164059 ACCESSION NUMBER: 0000031107-04-000035 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040503 EFFECTIVENESS DATE: 20040503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN CO CENTRAL INDEX KEY: 0000031107 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060330020 STATE OF INCORPORATION: CT FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-115109 FILM NUMBER: 04774022 BUSINESS ADDRESS: STREET 1: 112 BRIDGE ST STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 BUSINESS PHONE: 2037292255 MAIL ADDRESS: STREET 1: 112 BRIDGE STREET STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 S-8 1 s8reg.txt S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 3, 2004 Registration No. 333-______ ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE EASTERN COMPANY (Exact name of registrant as specified in its charter) Connecticut 06-0330020 ----------- ---------- (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification number) 112 Bridge Street, Naugatuck, Connecticut 06770 - ----------------------------------------- ----- (Address of principal executive offices) (Zip code) THE EASTERN COMPANY 1997 DIRECTORS STOCK OPTION PLAN ---------------------------------------------------- (Full title of the plan) John V. Galiette, Esq. Reid and Riege, P.C. One Financial Plaza Hartford, Connecticut 06103-3185 (Name and address of agent for service) (860) 240-1009 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of Proposed Proposed maximum securities Amount maximum offering aggregate Amount of to be to be price offering registration registered registered (1) per share (1)(2) price (1) fee (2) - ---------- -------------- ---------------- --------- ------- Common stock 100,000 $15.25 for 25,000 $1,583,500 $200.63 $16.03 for 75,000 (1) These amounts have been estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, these amounts have been computed on the basis of the exercise price of options, where known, and where such exercise price is not known, on the basis of the average of the high and low prices of the Registrant's Common Stock as traded on the American Stock Exchange. (2) The registration fee equals $126.70 per million of the sum of: (a) $381,250, which is the aggregate exercise price of 25,000 options granted at an exercise price of $15.25 per share; plus (b) $1,202,250, which is $16.03, the average of the high and low prices of the Registrant's Common Stock on April 28, 2004 (a date within five business days prior to the date of filing of the Registration Statement), multiplied by 75,000, a good faith estimate of the aggregate number of shares of Common Stock of the Registrant to be issued under options to be granted pursuant to the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents which have been filed by The Eastern Company, a Connecticut corporation (the "Registrant"), with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended January 3, 2004. (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2004. (c) The description of the Registrant's Common Stock contained in the Registrant's registration statement filed pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any amendments updating such description filed with the Commission. (d) The description of the Registrant's Common Stock contained on pages 17 and 18 of the Registrant's Form S-8, Registration No. 33-29452, relating to The Eastern Company Incentive Stock Option Plan and The Eastern Company 1989 Executive Stock Incentive Plan filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and any amendments updating such description filed with the Commission. (e) The description of the Registrant's Rights Plan contained in the Registrant's Form 8-K filed on August 6, 1998 pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in the documents incorporated or deemed incorporated by reference herein 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 document which also is incorporated or deemed to be incorporated by reference herein 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. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- The consolidated financial statements of The Eastern Company incorporated by reference in this Registration Statement have been audited by Ernst & Young LLP, independent auditors, to the extent indicated in their report thereon which is also incorporated by reference herein. Such financial statements have been incorporated herein by reference in reliance on such report given on the authority of such firm as experts in accounting and auditing. The validity of the issuance of the shares of common stock offered hereby will be passed upon for the Registrant by Reid and Riege, P.C., Hartford, Connecticut. Item 6. Indemnification of Directors and Officers. Section 33-770 et seq. of the Connecticut General Statutes provides for permissive indemnification, mandatory indemnification and court-ordered indemnification of directors. (A) A corporation may indemnify a director against liability incurred in a pending, threatened or completed action, suit or proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed (a) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests, and (b) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, that he had no reasonable cause to believe that his conduct was unlawful. A corporation may also indemnify a director if he engaged in conduct for which indemnification is permitted or required under the corporation's certificate of incorporation. A corporation may not indemnify a director unless a determination has been made that indemnification of the director is permissible because the director has met the applicable standard of conduct. This determination must be made either: (1) if there are two or more disinterested directors, by a majority vote of the disinterested members of the board of directors; or (2) by a majority vote of a committee which is composed of two or more disinterested directors and which is designated by vote of a majority of the disinterested directors; or (3) by special legal counsel selected by the disinterested directors or a committee of disinterested directors (or by the full board if there are fewer than two disinterested directors); or (4) by vote of the shareholders (although shares owned by directors who are not disinterested directors cannot vote). Notwithstanding the above, however, a corporation may not indemnify a director: (1) in connection with a proceeding by or in the right of the corporation (unless the indemnification is for reasonable expenses incurred and the director met the relevant standard of conduct noted above); or (2) in connection with any proceeding charging improper financial benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that a financial benefit was improperly received by him. A corporation may advance reasonable expenses incurred by a director in connection with a proceeding if: (1) the director furnishes the corporation with a written affirmation of his good faith belief that he has met the standard of conduct for receiving indemnification, or the proceeding involves conduct for which liability is limited under the corporation's certificate of incorporation; and (2) the director furnishes the corporation with a written undertaking to repay any advances if it is ultimately determined that he did not meet the standard of conduct. Authorizations for the repayment of expenses must be made either: (1) if there are two or more disinterested directors, by a majority vote of the disinterested members of the board of directors; or (2) by a majority vote of a committee which is composed of two or more disinterested directors and which is designated by vote of a majority of the disinterested directors; or (3) by the full board if there are fewer than two disinterested directors; or (4) by vote of the shareholders (although shares owned by directors who are not disinterested directors cannot vote). (B) Unless limited by its certificate of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding against reasonable expenses incurred by him in connection with the proceeding. (C) Unless a corporation's certificate of incorporation provide otherwise, a court may order a corporation to indemnify a director if the director applies to the court for indemnification and the court determines that: (1) the director is entitled to mandatory indemnification; (2) the director is entitled to indemnification pursuant to a provision of the corporation's certificate of incorporation; or (3) the director is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not he met the standard of conduct for permissive indemnification or was adjudged liable to the corporation. However, if he was adjudged liable to the corporation, his indemnification will be limited to only the reasonable expenses incurred. The rules which apply above relating to the indemnification of directors also apply to officers who are not directors of the corporation. In addition, a corporation may indemnify and advance expenses to an officer, employee or agent who is not a director to the extent, consistent with public policy, that is permitted by its certificate of incorporation, bylaws, general or specific action of its board of directors, or contract. Article Tenth of the Registrant's certificate of incorporation and Section 33-636(b)(4) of the Connecticut General Statutes limit the personal liability of the Registrant's directors to the Registrant or its shareholders for monetary damages for any failure on the part of the directors to exercise the requisite degree of care in fulfilling their duties and responsibilities in their capacity as directors. However, the protection does not extend to acts or omissions of the directors that involve a knowing and culpable violation of law, enable the director or an associate to receive an improper personal economic gain, show a lack of good faith and a conscious disregard for the duty of the director of the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, constitute a sustained and unexcused pattern of inattention amounting to an abdication of the director's duty to the corporation, or involve unlawful distributions to the director. The Registrant's by-laws also require the indemnification of the Registrant's directors and officers. Article IX of the by-laws provides that each director and officer of the Registrant will be indemnified against losses incurred by him to the fullest extent permitted by Connecticut law. This right of indemnification is in addition to any other such rights to which the director or officer may, as a matter of law, be entitled. The Registrant has also obtained directors' and officers' liability insurance, the effect of which is to indemnify the directors and officers of the Registrant against certain damages and expenses because of certain claims made against them which are caused by their negligent act, error or omission. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. -------- The following exhibits are filed as part of this Registration Statement: 4(a) The Eastern Company 1997 Directors Stock Option Plan, as amended by Amendment No. 1 dated April 28, 1999 and Amendment No. 2 dated December 15, 1999. 4(b) The Registrant's restated certificate of incorporation dated August 14, 1991 is incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 28, 1991 and the Registrant's Form 8-K filed on February 13, 1991. The Registrant's amended and restated By-laws dated July 29, 1996, are incorporated by reference to the Registrant's Form 8-K filed on July 29, 1996. 4(c) The Rights Agreement entered into between the Registrant and BankBoston N.A. (now Fleet National Bank) dated as of August 6, 1998 and the letter to all shareholders of the Registrant dated July 22, 1998, together with the press release dated July 22, 1998 describing the Registrant's redemption of shareholders' Purchase Rights dated September 16, 1991 and the issuance of a new Purchase Rights dividend distribution, are incorporated by reference to the Registrant's Form 8-K filed on August 6, 1998. 5 Opinion of Reid and Riege, P.C. as to the legality of the securities being registered. 23(a) Consent of Reid and Riege, P.C. (Reference is made to the Opinion of Reid and Riege, P.C. filed as Exhibit 5.) 23(b) Consent of Independent Auditors. 24 Power of Attorney (included in signature page to this Registration Statement). 99(1) Resale S-3-type prospectus filed with this Registration Statement on Form S-8 in accordance with General Instruction C of Form S-8. 99(2) The Registrant's Annual Report on Form 10-K for the fiscal year ended January 3, 2004 is incorporated herein by reference. 99(3) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2004 is incorporated herein by reference. 99(4) Notice of the 2004 Annual Meeting of Shareholders and Proxy Statement of the Registrant dated March 22, 2004 are incorporated herein by reference. 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 (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. 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% 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 this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic 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 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. (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 undertakes that, for the 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 and each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in this 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. (e) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (h) 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 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. SIGNATURES The Registrant. 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 Town of Naugatuck, State of Connecticut, on the 3rd day of May, 2004. THE EASTERN COMPANY By /s/ Leonard F. Leganza ---------------------- Leonard F. Leganza (President and Chief Executive Officer) 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 dates indicated. By so signing, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Registrant does hereby appoint Leonard F. Leganza and David C. Robinson, and each of them severally, his or her true and lawful attorneys or attorney to execute in his or her name, place and stead, in his or her capacity as a director or officer or both, as the case may be, of the Registrant any and all amendments to said Registration Statement and post-effective amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises as fully, and to all intents and purposes, as each of the undersigned might or could do in person, hereby ratifying and approving the acts of said attorneys and each of them. Signature Title Date /s/ Leonard F. Leganza President, Chief Executive May 3, 2004 - ------------------------- Officer and Director Leonard F. Leganza (Principal Executive Officer) Director May 3, 2004 - ------------------------- John W. Everets /s/ Charles W. Henry Director May 3, 2004 - ------------------------- Charles W. Henry /s/ David C. Robinson Director May 3, 2004 - ------------------------ David C. Robinson /s/ Donald S. Tuttle, III Director May 3, 2004 - -------------------------- Donald S. Tuttle, III /s/ John L. Sullivan III Vice President, Secretary May 3, 2004 - -------------------------- and Treasurer (Principal John L. Sullivan III Financial Officer) The Plan. Pursuant to the requirements of the Securities Act of 1933, the person who administers the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Naugatuck, State of Connecticut on the 3rd day of May, 2004. THE EASTERN COMPANY 1997 DIRECTORS STOCK OPTION PLAN By THE EASTERN COMPANY By /s/ Leonard F. Leganza ----------------------------- Leonard F. Leganza Its President and Chief Executive Officer EX-4 2 s8ex4a.txt DIRECTORS STOCK OPTION PLAN EXHIBIT 4(a) As amended by Amendment No. 1 dated April 28, 1999 and Amendment No. 2 dated December 15, 1999 THE EASTERN COMPANY 1997 DIRECTORS STOCK OPTION PLAN 1. Purpose. The purpose of this Plan is to promote the interests of The Eastern Company and its shareholders by providing a method whereby non-employee directors of the Company may become owners of the Company's common stock by the exercise of Non-qualified Stock Options, thereby encouraging qualified individuals to become members of the Board of Directors of the Company. 2. Definitions. As used herein, the following terms shall have the following meanings: (a) Award shall mean the grant of a Non-qualified Stock Option as authorized by Section 4. (b) Award Agreement shall mean an agreement described in Section 7 of the Plan which is entered into between the Company and a Non-employee Director and which sets forth the terms, conditions and limitations applicable to an Award granted hereunder. (c) Board shall mean the board of directors of The Eastern Company. (d) Code shall mean the Internal Revenue Code of 1986, as amended. (e) Committee shall mean the Incentive Compensation Committee of the Board or any successor committee with substantially the same responsibilities. (f) Company shall mean The Eastern Company and each "parent or subsidiary corporation" of The Eastern Company (as those terms are defined in Section 424 of the Code). (g) Eastern Common Stock shall mean the common stock, no par value, of The Eastern Company. (h) Non-employee Director shall mean a director of The Eastern Company who is not an employee of the Company, and an emeritus director of The Eastern Company who is not an employee of the Company. (as amended by Amendment No. 1 dated April 28, 1999) (i) Non-qualified Stock Option shall mean the right to purchase a specified number of shares of Eastern Common Stock at a specified price during a specified period of time which is granted pursuant to the terms of the Plan and which does not comply with all of the requirements for incentive stock options set forth in Section 422 of the Code. 3. Administration. In order to administer the issuance of Awards to Non-employee Directors pursuant to the Plan, there shall be a Committee which is appointed by the Board and which consists of not less than three non-employee directors of the Company (as defined in Rule 16b-3 promulgated by the Securities and Exchange Commission, as it may be amended from time to time). Subject to the express provisions of the Plan, the Committee shall select the Non-employee Directors to be granted Awards, shall determine the time or times when each Award will be granted, shall determine the number of shares subject to each Award, shall determine the exercise price of the Non-qualified Stock Options, shall determine the time or times within which the Non-qualified Stock Options may be exercised, and shall determine the form and content of the Award Agreements (including, but not limited to, such terms, conditions and limitations as the Committee may deem to be necessary or desirable). The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be issued or adopted by the Board, to interpret the provisions of the Plan and administer the issuance of Awards to Non-employee Directors under the Plan. All decisions of the Committee hereunder shall be either by the affirmative vote of a majority of the members of the Committee at a meeting called for such purpose or by a writing signed by all of the members of the Committee. Subject to any applicable provisions of the Company's bylaws, all such decisions shall be final and binding on all persons including the Company, its shareholders, employees and optionees. 4. Eligibility. Non-employee Directors shall be eligible to participate in the Plan and receive Awards of Non-qualified Stock Options, as selected by the Committee in its sole discretion. More than one Award may be granted to the same Non-employee Director. 5. Shares Subject to the Plan. The shares subject to the Awards granted under this Plan shall be authorized but unissued shares, or treasury shares, of Eastern Common Stock. The total amount of Eastern Common Stock which may be issued under Awards granted under this Plan shall not exceed in the aggregate 325,000 shares. Moreover, in no event may Non-qualified Stock Options authorize the issuance of more than five percent (5%) of the outstanding shares of Eastern Common Stock in any one year. (as amended by Amendment No. 2 dated December 15, 1999) If an Award lapses, expires, terminates, ceases to be exercisable or is forfeited in whole or in part, or if any stock acquired pursuant to any Award is reacquired by the Company without the payment of consideration, the shares subject to but not issued under such Award or so reacquired shall be available for the grant of other Awards. 6. Awards. (a) The purchase price of the shares subject to each Non-qualified Stock Option granted to a Non-employee Director shall be established by the Committee at the time of the grant of the Non-qualified Stock Option. (b) The term of a Non-qualified Stock Option granted to a Non-employee Director shall expire ten years and one month from the date it is granted. (c) Each Non-qualified Stock Option granted to a Non-employee Director under this Plan may be exercised only during the continuation of the optionee's service as a Non-employee Director, except as provided in Section 6(d) hereof. A Non-qualified Stock Option granted to a Non-employee Director may be exercised in whole at any time, or in part from time to time, during its term. (d) Any Non-qualified Stock Option granted to a Non-employee Director, the period of which has not theretofore expired, shall terminate at the time of the death of the optionee, or at the time of the termination of his service as a member of the Board, and no shares may thereafter be issued pursuant to such Non-qualified Stock Option; provided, however, that, subject to the condition that no Non-qualified Stock Option granted to a Non-employee Director may be exercised in whole or in part after ten years and one month from the date it is granted: (i) upon such a termination of service as a director (other than by death), the optionee may, within three months after the date of such termination, exercise such Non-qualified Stock Option in whole or in part; provided, however, that: (A) if such termination is due to disability, such three month period shall be extended to one year; and (ii) if an optionee terminates service as a director at or after attaining age sixty-five (65), such three month period shall be extended to one year; and (ii) upon the death of any optionee either prior to such a termination of service as a director, or within the three month or one year period referred to in (i) above, such optionee's estate or the person or persons to whom such optionee's rights under the Non-qualified Stock Option are transferred by will or the laws of descent and distribution may, within one year after the date of such optionee's death, exercise such Non-qualified Stock Option in whole or in part. (e) The purchase price of each share shall, at the time of exercise of any Non-qualified Stock Option, be paid in full in cash, or with previously acquired shares of Eastern Common Stock having an aggregate fair market value at such time equal to the purchase price, or in cash and such shares. (f) Upon the exercise of a Non-qualified Stock Option, a certificate or certificates representing the shares of Eastern Common Stock so purchased shall be delivered to the person entitled thereto. (g) An optionee shall have no rights as a shareholder with respect to shares subject to his Non-qualified Stock Option until such shares are issued to him and are fully paid, and no adjustment will be made for dividends or other rights for which the record date is prior thereto. (h) Each Non-qualified Stock Option granted to a Non-employee Director under this Plan shall by its terms be non-transferable by the optionee other than by will or the laws of descent and distribution and, during the lifetime of the optionee, be exercisable only by him. 7. Award Agreements. Each Award granted under this Plan shall be evidenced by an Award Agreement setting forth the number of shares of Eastern Common Stock subject to the Award, and such other terms and conditions applicable to the Award as are required by or are consistent with the terms of the Plan. By acceptance of an Award, each Non-employee Director thereby agrees to such terms and conditions and to the terms of this Plan pertaining thereto. 8. Term of Plan. This Plan shall terminate ten years after the date of its adoption by the Board, or upon any earlier termination date established by action of the Board, and no Awards shall be granted thereafter. Such termination shall not affect the validity of any Awards then outstanding. 9. Exercise of Awards. (a) The exercise of any Award shall be by written notice to the Committee which shall contain the following statement: "By virtue of my position with The Eastern Company, I have access to the kind of financial and other information about The Eastern Company as would be contained in a registration statement filed under the Securities Act of 1933." (b) In the absence of an effective registration statement under the Securities Act of 1933, as amended, (the "Act") at the time of the grant of an Award, each Non-employee Director, by accepting the Award, represents and agrees for himself, his estate and his transferees by will or under the laws of descent and distribution that all shares of stock acquired pursuant thereto shall be acquired for investment and not with a view to further distribution or for purposes of resale. Exercise of any Award shall be by written notice which, in the absence of an effective registration statement under the Act, shall contain a statement in substantially the following form: "I am acquiring these shares for my own account for investment and not with a view toward distribution in a manner which would require registration under the Securities Act of 1933, and I do not presently have any reason to anticipate any change in my circumstances or other particular occasion or fact which would cause me to sell the shares being acquired. I agree that the certificates representing these shares, in the absence of such an effective registration statement, may be marked with a legend reading as follows: 'The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be sold, transferred, pledged or hypothecated in the absence of an effective registration statement for the shares under the Securities Act of 1933 or an opinion of counsel to The Eastern Company that registration is not required under said Act.'" To the extent required by the securities laws, all shares acquired pursuant to any Award shall be marked with the foregoing legend. 10. Adjustment of Shares Subject to Award and Exercise Price. (a) Subject to any required action by the Company's shareholders, the number of shares of Eastern Common Stock subject to each outstanding Award, and the exercise price per share thereof in each such Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Eastern Common Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on such common stock) or any other increase or decrease in the number of such shares effected without receipt of full consideration by the Company. (b) Subject to any required action by the Company's shareholders, the aggregate number of shares of Eastern Common Stock subject to this Plan shall be proportionately adjusted for any increase or decrease in the number of issued shares of Eastern Common Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on such common stock) or any other increase or decrease in the number of such shares effected without receipt of full consideration by the Company. (c) Subject to any required action by the Company's shareholders, if the Company shall be the surviving corporation in any reorganization or consolidation, each outstanding Award shall pertain to and apply to the securities to which a holder of the number of shares of Eastern Common Stock subject to the Award would have been entitled as a result of such reorganization or consolidation. (d) In the event of a change in Eastern Common Stock, as presently constituted, which is limited to a change of all of its authorized shares into the same number of shares with par value or with a different par value or without par value, the shares resulting from any such change shall be deemed to be the common stock subject to the Plan. (e) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board whose determination in that respect, including any determination of the value of consideration received for shares, shall be final, binding and conclusive. 11. Amendments and Discontinuance. The Board may amend, suspend or discontinue the Plan at any time and in any manner. 12. Continuance of Service as a Non-employee Director. Neither the Plan nor the granting of any Award hereunder shall impose any obligation to retain any Non-employee Director as a member of the Board. 13. Tax Withholding. The Company shall have the power to withhold, or require an optionee to remit to the Company, an amount sufficient to satisfy Federal, state and local withholding tax requirements on any Award granted under the Plan. To the extent permissible under applicable tax, securities and other laws, the Company may, in its sole discretion, permit the Non-employee Director to satisfy a tax withholding requirement by directing the Company to apply shares of Eastern Common Stock to which he is entitled as a result of the exercise of a Non-qualified Stock Option. 14. Limits of Liability. (a) Any liability of the Company to any Non-employee Director with respect to an Award shall be based solely upon the contractual obligations created by the Plan and the Award Agreement. (b) Neither the Company, nor any member of the Board or the Committee, nor any other person participating in the determination of any question under the Plan or the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken or not taken, in good faith, under the Plan. 15. Governing Law. The Plan, and all Award Agreements hereunder, shall be construed in accordance with the laws of the State of Connecticut. 16. Effective Date. The Plan shall be effective as of September 17, 1997, the date of its approval by the Incentive Compensation Committee of the Board. EX-5 3 s8ex5legal.txt REID AND RIEGE OPION LETTER April 28, 2004 John V. Galiette EXHIBIT 5 (860) 240-1009 April 28, 2004 Board of Directors The Eastern Company 112 Bridge Street P.O. Box 460 Naugatuck, CT 06770 Re: Issuance of Shares of The Eastern Company Common Stock Pursuant to The Eastern Company 1997 Directors Stock Option Plan Dear Sirs: As counsel for The Eastern Company, a Connecticut corporation (the "Company"), we have participated with the Company and its officers in the preparation for filing with the Securities and Exchange Commission ("SEC") of the Registration Statement on Form S-8 (the "Registration Statement") covering 100,000 shares of common stock, no par value per share, of the Company (the "Shares"). The Shares will be issued pursuant to The Eastern Company 1997 Directors Stock Option Plan (the "Plan") upon the exercise of certain stock options to be granted under the Plan. In connection with the filing of the Registration Statement, we have been asked to give our opinion, in our capacity as counsel for the Company, as to the legality of the Shares being registered, indicating whether the Shares, when acquired by the holders of options granted under the Plan, will be legally issued, fully paid and non-assessable. In rendering this opinion, we have examined and relied upon originals or copies, certified or otherwise, of all such corporate records, documents, agreements or other instruments of the Company, and have made such investigation of law, and have discussed with the officers of the Company such questions of fact, as we have deemed necessary or appropriate. In rendering this opinion, we have relied upon certificates and statements of officers and directors of the Company as to factual matters, and we have assumed the genuineness of all documents submitted as copies. Relying on the matters stated above, and based upon and subject to the foregoing, we are of the opinion that the Shares, when acquired by the holders of options granted under the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Company's Registration Statement on Form S-8. Very truly yours, REID and RIEGE, P.C. John V. Galiette JVG/hs EX-23 4 s8acctconsent.txt ERNST & YOUNG CONSENT LETTER Exhibit 23 (b) Consent of Independent Auditors We consent to the reference of our firm under the captions "Interests of Named Experts and Counsel" in the Registration Statement on Form S-8 and "Experts" in the related Prospectus and Reoffer Prospectus, all pertaining to The Eastern Company 1997 Directors Stock Option Plan and to the incorporation by reference therein of our report dated February 4, 2004, with respect to the consolidated financial statements and schedule of The Eastern Company included in its Annual Report (Form 10-K) for the year ended January 3, 2004, filed with the Securities and Exchange Commission. Ernst & Young LLP Hartford, Connecticut April 28, 2004 EX-99 5 s8ex99prospectus.txt REOFFER PROSPECTUS EXHIBIT 99(1) REOFFER PROSPECTUS THE EASTERN COMPANY Common Stock No Par Value Per Share This prospectus (the "Prospectus") relates to certain shares of common stock, no par value per share, of The Eastern Company (the "Common Stock"), which may be issued upon the exercise of stock options granted under The Eastern Company 1997 Directors Stock Option Plan (the "Plan"). The Eastern Company (the "Company") will receive no part of the proceeds from the sales of Common Stock to be made on behalf of the Selling Shareholders. (See "Selling Shareholders" herein for information concerning the several Selling Shareholders). The Company's Common Stock is listed on the American Stock Exchange. On April 28, 2004, the reported closing price per share of the Common Stock was $16.11. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE EASTERN COMPANY 112 BRIDGE STREET P.O. BOX 460 NAUGATUCK, CONNECTICUT 06770 (203) 729-2255 The date of this Prospectus is May 3, 2004. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Such reports and proxy statements and other information concerning the Company can be inspected at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 (1-202-942-8090), and copies of such material can be obtained at prescribed rates. Certain of such reports, proxy statements and other information is also available from the SEC over the Internet at http://www.sec.gov. The Company's Common Stock is listed on the American Stock Exchange. Reports, proxy statements and information statements, in addition to other information concerning the Company, can be inspected at the American Stock Exchange. This Prospectus does not contain all of the information set forth in the Registration Statement and Exhibits thereto which the Company has filed with the SEC under the Securities Act of 1933 (the "1933 Act") and to which reference is hereby made. A copy of any document or part thereof which is incorporated into the Registration Statement by reference shall be provided without charge to each person to whom a Prospectus is delivered upon the written or oral request of such person. Such requests for information should be directed to John L. Sullivan III, Vice President, Secretary and Treasurer, The Eastern Company, 112 Bridge Street, P.O. Box 460, Naugatuck, Connecticut 06770, telephone (203) 729-2255. The Company intends to distribute to its shareholders annual reports containing financial statements which have been audited by its independent auditors and quarterly reports containing unaudited financial information for the first three quarters of each year. No person has been authorized to give any information or to make any representations other than those contained in this Prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. The delivery of this Prospectus at any time does not imply that information herein is correct as of any time subsequent to the date hereof. THE COMPANY The Eastern Company is a diversified manufacturer of vehicular and industrial hardware, locks, coin collection products, smart card systems and metal castings serving the transportation, industrial hardware, security, commercial laundry, underground mining and specialty casting markets. It has its corporate headquarters at 112 Bridge Street, Naugatuck, Connecticut 06770 and its telephone number is (203) 729-2255. Additional information concerning the Company is set forth in its most recent Annual Report on Form 10-K, copies of which will be furnished, upon request, to non-employee members of the Company's Board of Directors who are determined to be eligible to participate in the Plan. SELLING SHAREHOLDERS The following tables set forth information as of April 28, 2004 with respect to those Selling Shareholders who have acquired or may acquire shares of the Company's Common Stock under the Plan. To the best of the Company's knowledge, there is no understanding between any of the Selling Shareholders and any securities broker or dealer with respect to the sale of shares of Common Stock to which this Prospectus relates. All expenses (excluding commissions) in connection with the offering of the shares being offered by this Prospectus will be paid by the Company. Such expenses (excluding commissions but including registration fees, transfer agent fees, printing costs and legal and accounting fees) are not expected to exceed $5,000.00.
Shares of Shares of Shares of Common Stock Common Common Stock Issuable Under Stock Name, Address Beneficially Outstanding Offered By and Positions Held as of Options as of This with the Company 04/28/04(1) 04/28/04 Prospectus Leonard F. Leganza 19,258 200,000 (2) 219,258 62 Tunxis Village Farmington, CT 06032 (President, Chief Executive Officer and Director) John W. Everets 26,795 50,000 76,795 72 Chestnut Street Boston, MA 02108 (Director) Charles W. Henry 43,317 (3) 49,000 92,317 Ash Swamp Road Woodbury, CT 06798 (Director) Russell G. McMillen 131,837 50,000 181,837 96 Crest Road Middlebury, CT 06762 (Emeritus Director) David C. Robinson 43,899 50,000 93,899 211 North Shore Road New Preston, CT 06777-1123 (Director) Donald S. Tuttle, III 33,105 50,000 83,105 775 South Street Middlebury, CT 06762 (Director) John L. Sullivan III 2,002 65,000 (4) 67,002 13 Cedar Drive Cromwell, CT 06416 (Vice President, Secretary and Treasurer) (1) Shareholdings include, in certain cases, shares owned by or in trust for spouses and/or children (in which case all beneficial interest has been disclaimed). (2) Includes 4,432 options that vest on January 1, 2005. (3) Includes 10,125 shares beneficially owned by Mr. Robinson, over which Mr. Henry has sole voting power only and 6,000 shares beneficially owned by Mr. McMillen, over which Mr. Henry has shared voting and investment power. (4) Includes 6,944 options that vest on January 1, 2005 and 2,256 options that vest on January 1, 2006.
DESCRIPTION OF COMPANY COMMON STOCK Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. Holders of common stock are entitled: (a) to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor; and (b) in the event of the liquidation, dissolution, or winding-up of the Company, to share pro rata the remaining assets after payment of all debts, obligations, and liabilities. Shareholders have no preemptive subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the Common Stock. The Company's certificate of incorporation, as amended and restated, does not provide for cumulative voting. The presently issued and outstanding shares of Common Stock are, and the shares of Common Stock offered hereby by the Company when issued and delivered as contemplated herein, will be, fully paid and non-assessable. EXPERTS The consolidated financial statements of The Eastern Company incorporated by reference in the Registration Statement have been audited by Ernst & Young LLP, independent auditors, to the extent indicated in their report thereon which is also incorporated by reference herein. Such financial statements have been incorporated herein by reference in reliance on such report given on the authority of such firm as experts in accounting and auditing. The validity of the issuance of the shares of common stock offered hereby will be passed upon for the Company by Reid and Riege, P.C., Hartford, Connecticut. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Plan has been filed with the SEC as an exhibit to the Registration Statement of which this Prospectus is a part and is incorporated by reference herein. Reference should be made to the Plan for a full and complete statement of its respective provisions. Also incorporated herein by reference are the Company's Annual Report on Form 10-K for the fiscal year ending January 3, 2004, and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2004, and the Company's Proxy Statement dated March 22, 2004, all as filed with the SEC. All documents subsequently filed by the Company with the SEC pursuant to Sections 13, 14, and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of each such document. The Company will provide upon request and without charge to each person to whom this Prospectus is delivered a copy of any or all of the documents incorporated herein by reference (other than exhibits to such documents which are not specifically incorporated therein by reference). Written requests should be directed to: The Eastern Company c/o Corporate Secretary 112 Bridge Street P.O. Box 460 Naugatuck, Connecticut 06770 Telephone requests may be directed to the Corporate Secretary at (203) 729-2255. INDEMNIFICATION Section 33-770 et seq. of the Connecticut General Statutes provides for permissive indemnification, mandatory indemnification and court-ordered indemnification of directors. (A) A corporation may indemnify a director against liability incurred in a pending, threatened or completed action, suit or proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed (a) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests, and (b) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, that he had no reasonable cause to believe that his conduct was unlawful. A corporation may also indemnify a director if he engaged in conduct for which indemnification is permitted or required under the company's certificate of incorporation. A corporation may not indemnify a director unless a determination has been made that indemnification of the director is permissible because the director has met the applicable standard of conduct. This determination must be made either: (1) if there are two or more disinterested directors, by a majority vote of the disinterested members of the board of directors; or (2) by a majority vote of a committee which is composed of two or more disinterested directors and which is designated by vote of a majority of the disinterested directors; or (3) by special legal counsel selected by the disinterested directors or a committee of disinterested directors (or by the full board if there are fewer than two disinterested directors); or (4) by vote of the shareholders (although shares owned by directors who are not disinterested directors cannot vote). Notwithstanding the above, however, a corporation may not indemnify a director: (1) in connection with a proceeding by or in the right of the corporation (unless the indemnification is for reasonable expenses incurred and the director met the relevant standard of conduct noted above); or (2) in connection with any proceeding charging improper financial benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that a financial benefit was improperly received by him. A corporation may advance reasonable expenses incurred by a director in connection with a proceeding if: (1) the director furnishes the corporation with a written affirmation of his good faith belief that he has met the standard of conduct for receiving indemnification, or the proceeding involves conduct for which liability is limited under the company's certificate of incorporation; and (2) the director furnishes the corporation with a written undertaking to repay any advances if it is ultimately determined that he did not meet the standard of conduct. Authorizations for the repayment of expenses must be made either: (1) if there are two or more disinterested directors, by a majority vote of the disinterested members of the board of directors; or (2) by a majority vote of a committee which is composed of two or more disinterested directors and which is designated by vote of a majority of the disinterested directors; or (3) by the full board if there are fewer than two disinterested directors; or (4) by vote of the shareholders (although shares owned by directors who are not disinterested directors cannot vote). (B) Unless limited by its certificate of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding against reasonable expenses incurred by him in connection with the proceeding. (C) Unless a corporation's certificate of incorporation provide otherwise, a court may order a corporation to indemnify a director if the director applies to the court for indemnification and the court determines that: (1) the director is entitled to mandatory indemnification; (2) the director is entitled to indemnification pursuant to a provision of the company's certificate of incorporation; or (3) the director is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not he met the standard of conduct for permissive indemnification or was adjudged liable to the corporation. However, if he was adjudged liable to the corporation, his indemnification will be limited to only the reasonable expenses incurred. The rules which apply above relating to the indemnification of directors also apply to officers who are not directors of the corporation. In addition, a corporation may indemnify and advance expenses to an officer, employee or agent who is not a director to the extent, consistent with public policy, that is permitted by its certificate of incorporation, bylaws, general or specific action of its board of directors, or contract. Article Tenth of the Company's certificate of incorporation and Section 33-636(b)(4) of the Connecticut General Statutes limit the personal liability of the Company's directors to the Company or its shareholders for monetary damages for any failure on the part of the directors to exercise the requisite degree of care in fulfilling their duties and responsibilities in their capacity as directors. However, the protection does not extend to acts or omissions of the directors that involve a knowing and culpable violation of law, enable the director or an associate to receive an improper personal economic gain, show a lack of good faith and a conscious disregard for the duty of the director of the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, constitute a sustained and unexcused pattern of inattention amounting to an abdication of the director's duty to the corporation, or involve unlawful distributions to the director. The Company's by-laws also require the indemnification of the Company's directors and officers. Article IX of the by-laws provides that each director and officer of the Company will be indemnified against losses incurred by him to the fullest extent permitted by Connecticut law. This right of indemnification is in addition to any other such rights to which the director or officer may, as a matter of law, be entitled. The Company has also obtained directors' and officers' liability insurance, the effect of which is to indemnify the directors and officers of the Company against certain damages and expenses because of certain claims made against them which are caused by their negligent act, error or omission. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. -----END PRIVACY-ENHANCED MESSAGE-----