-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, baiulNY4T9VukFGr1jaJMVisQ+Y5a5cWq0BRSDaDgza0fzrxynaDMXxZUfPoUfb2 NrABZLuryGQ1XpP1xMsZJg== 0000950131-94-000262.txt : 19940304 0000950131-94-000262.hdr.sgml : 19940304 ACCESSION NUMBER: 0000950131-94-000262 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940302 19940321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDREW CORP CENTRAL INDEX KEY: 0000317093 STANDARD INDUSTRIAL CLASSIFICATION: 3663 IRS NUMBER: 362092797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52487 FILM NUMBER: 94514361 BUSINESS ADDRESS: STREET 1: 10500 W 153RD ST CITY: ORLAND PARK STATE: IL ZIP: 60462 BUSINESS PHONE: 7083493300 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on March 2, 1994 Registration No. _______________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- ANDREW CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-2092797 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 10500 W. 153rd Street Orland Park, Illinois 60462 (Address of Principal Executive Offices) 1994 ANDREW EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) Charles R. Nicholas Copy to: Vice President, Finance Karen S. Lyons and Administration Gardner, Carton & Douglas and Chief Financial Officer 321 North Clark Street Andrew Corporation Suite 3400 10500 W. 153rd Street Chicago, Illinois 60610 Orland Park, Illinois 60462 (312) 644-3000 (708) 349-3300 (Name, address and telephone number, including area code, of agents for service) -------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Proposed Title of maximum Proposed securities Amount offering maximum Amount of to be to be price aggregate registration registered registered per share offering price fee - -------------------------------------------------------------------------------- Common stock, $.01 par value per share 525,000* $31.58** $16,579,500.00** $5,718.00
- ------------------------------------------------------------------------------- * Adjusted to give effect to the three-for-two stock split effective March 2, 1994. ** Estimated solely for purposes of calculating the amount of the registration fee, based upon the average of the high and low prices of the Common Stock as reported on the NASDAQ National Market System on March 1, 1994, adjusted to give effect to the three-for-two stock split. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, as filed with the Securities and Exchange Commission, are incorporated herein by reference: (i) the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1993; (ii) the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1993. (iii) the Registrant's definitive proxy statement dated December 28, 1993, for its Annual Meeting of Stockholders; (iv) the Registrant's Current Report on Form 8-K dated August 4, 1989, containing a description of the Registrant's Common Stock. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date hereof and prior to the filing of a post-effective amendment which indicates that all of the Securities offered hereby have been sold or which deregisters all such securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES The Registrant's Common Stock is registered under Section 12 of the Exchange Act. ITEM 5. EXPERTS The consolidated financial statements and financial statement schedules of the Registrant and its subsidiaries included or incorporated by reference in the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1993, have been examined by Ernst & Young, independent auditors, and are incorporated herein by reference in reliance upon their reports given on their authority as experts in accounting and auditing. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law and the Registrant's Restated Certificate of Incorporation provide for the indemnification of directors and officers of the Registrant against liabilities incurred by them in certain stated proceedings and under certain stated conditions. The Registrant has obtained insurance covering its directors and officers against certain personal liability which may include liabilities under the Securities Act of 1933, as amended. -2- ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit No. Description ----------- ----------- 4.1 Stockholder Rights Agreement dated September 22, 1988 filed as Exhibit 1.2 to the Registrant's Form 8-A dated November 14, 1988, and incorporated herein by reference and Amendment No. 1, dated as of July 1, 1992, to such Rights Agreement filed as Exhibit 4 to the Registrant's Form 8-K dated July 1, 1992, and incorporated herein by reference. 5 Opinion of counsel regarding legality. 23.1 Consent of Ernst & Young. 23.2 Consent of Gardner, Carton & Douglas (included in Exhibit 5 hereof). 24 Power of Attorney. ITEM 9. UNDERTAKINGS A. INDEMNIFICATION Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referred to in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. B. SUBSEQUENT EXCHANGE ACT DOCUMENTS The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this -3- Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. OTHER The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs 1(i) and 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 filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. -4- SIGNATURES 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 City of Orland Park, State of Illinois, on March 2, 1994. ANDREW CORPORATION By: /s/ Floyd L. English ------------------------------------- Floyd L. English President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 2, 1994 by the following persons in the capacities indicated. Signature Title --------- ----- /s/ Charles R. Nicholas Vice President, Finance and - ------------------------------ Administration and Chief Financial Charles R. Nicholas Officer /s/ Gregory F. Maruszak Vice President, Controller (Chief - ------------------------------ Accounting Officer) Gregory F. Maruszak * Director - ------------------------------ John G. Bollinger * Director - ------------------------------ Jon L. Boyes * Director - ------------------------------ George N. Butzow * Director - ------------------------------ Kenneth J. Douglas /s/ Floyd L. English Director - ------------------------------ Floyd L. English * Director - ------------------------------ Donald N. Frey * Director - ------------------------------ Carole M. Howard * Director - ------------------------------ Ormand J. Wade *By: /s/ James F. Petelle ------------------------- Attorney-in-fact James F. Petelle -5- Exhibit No. Description - ----------- ----------- 4.1 Stockholder Rights Agreement dated September 22, 1988 filed as Exhibit 1.2 to the Registrant's Form 8-A dated November 14, 1988, and incorporated herein by reference and Amendment No. 1, dated as of July 1, 1992, to such Rights Agreement filed as Exhibit 4 to the Registrant's Form 8-K dated July 1, 1992, and incorporated herein by reference. 5 Opinion of counsel regarding legality. 7 23.1 Consent of Ernst & Young. 8 23.2 Consent of Gardner, Carton & Douglas (included in Exhibit 5 hereof). 24 Power of Attorney. 9 EX-5 2 CONSENT OF GC & D EXHIBIT 5 GARDNER, CARTON & DOUGLAS Suite 3400 - Quaker Tower 321 North Clark Street Chicago, Illinois 60601-4795 (312) 644-3000 Telex: 25-3628 Telecopier: (312) 644-3381 March 1, 1994 Andrew Corporation 10500 West 153rd Street Orland Park, Illinois 60462 Ladies and Gentlemen: We have acted as counsel for Andrew Corporation, a Delaware corporation (the "Company"), in connection with the registration of 525,000 shares of the Company's Common Stock, par value $.01 per share (the "Shares"), on a Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission. The Shares are issuable in connection with the 1994 Andrew Employee Stock Purchase Plan (the "Plan"). We have examined such records and documents as we have deemed necessary for the purpose of this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Gardner, Carton & Douglas ----------------------------- EX-23.1 3 CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS ------------------------------- The consolidated financial statements and financial statement schedules of the Registrant and its subsidiaries included or incorporated by reference in the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1993, have been audited by Ernst & Young, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young pertaining to such financial statements given upon the authority of such firm as experts in accounting and auditing. /s/ Ernst & Young - ------------------------------- Ernst & Young March 1, 1994 EX-24 4 POWER OF ATTORNEY EXHIBIT 24 ANDREW CORPORATION Form S-8 Registration Statement ------------------- POWER OF ATTORNEY ------------------- The undersigned appoint Floyd L. English, Charles R. Nicholas, James F. Petelle and Gregory F. Maruszak and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign his name to the Company's Registration Statement on Form S-8 relating to shares of the Company's Common Stock reserved for issuance under the 1994 Andrew Employee Stock Purchase Plan, and to any and all amendments, including Post-Effective Amendments, to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in furtherance thereof, hereby ratifying and confirming all that such attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 2nd day of February 1994. /s/ John G. Bollinger /s/ Floyd L. English - --------------------------------- --------------------------------- John G. Bollinger, Director Floyd L. English, Director /s/ Jon L. Boyes /s/ Donald N. Frey - --------------------------------- --------------------------------- Jon L. Boyes, Director Donald N. Frey, Director /s/ George N. Butzow /s/ Carole M. Howard - --------------------------------- --------------------------------- George N. Butzow, Director Carole M. Howard, Director /s/ Kenneth J. Douglas /s/ Ormand J. Wade - --------------------------------- --------------------------------- Kenneth J. Douglas, Director Ormand J. Wade, Director -----END PRIVACY-ENHANCED MESSAGE-----