AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EMERSON ELECTRIC CO.
(Exact name of registrant as specified in its charter)
Missouri | 43-0259330 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
8000 West Florissant Ave. St. Louis, Missouri |
63136 | |
(Address of Principal Executive Offices) | (Zip Code) |
EMERSON ELECTRIC CO.
RETIREMENT SAVINGS PLAN
(Full title of the plan)
John G. Shively
Vice President and Assistant Secretary
Emerson Electric Co.
8000 West Florissant Avenue
St. Louis, Missouri 63136
(314) 553-2000
(Name and address, including telephone number and area code, of agent for service)
Copies to:
J. Mark Klamer, Esq.
William L. Cole, Esq.
Bryan Cave LLP
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102
314-259-2000
Fax 314-259-2020
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of securities to be registered | Amount to be |
Proposed maximum offering price per share(1) |
Proposed offering price(1)(2) |
Amount of registration fee | ||||
Common Stock, par value $0.50 per share(3) |
1,000,000 shares(2) | $58.61 | $58,610,000 | $7,296.95 | ||||
| ||||||||
|
(1) | Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the amount of the registration fee on the basis of the average of the high and the low reported sales prices of a share of Registrants Common Stock on November 16, 2017, as reported by The New York Stock Exchange. |
(2) | This Registration Statement also covers such additional shares as may be issued pursuant to anti-dilution provisions. |
(3) | Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this Registration Statement) is filed pursuant to General Instruction E of Form S-8 for the purpose of registering an additional 1,000,000 shares of Common Stock, par value $0.50 per share (the Common Stock), of Emerson Electric Co. (the Registrant) to be issued pursuant to the Emerson Electric Co. Retirement Savings Plan (the Plan). The Registrant previously registered shares of Common Stock issuable under the Plan pursuant to Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the Commission) on May 1, 1990 (File No. 033-34633) (the 1990 S-8), August 27, 2004 (File No. 333-118589) (the 2004 S-8) and October 16, 2008 (File No. 333-154362) (the 2008 S-8 and, together with the 1990 S-8 and the 2004 S-8, the Prior Registration Statements). The contents of the Prior Registration Statements are incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated herein by reference 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 or is deemed to be incorporated by reference herein modifies or supersedes such statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. | Plan Information. |
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the Securities Act), and the Note to Part I of Form S-8.
Item 2. | Registrant Information and Employee Plan Annual Information. |
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents that the Registrant and the Plan have filed with the Commission under File No. 001-00278 are incorporated into this Registration Statement by reference and made a part hereof:
| The Registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2017; |
| The Registrants Current Reports on Form 8-K, other than information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, filed with the Commission on November 14, 2017 and November 16, 2017; |
| The description of the Registrants Common Stock contained in the Registration Statement on Form 10 as amended under cover of Form 8 filed on January 19, 1981, amendments to the Registrants Restated Articles of Incorporation described and set forth in the Proxy Statement dated December 19, 1985, and the description of the Registrants capital stock contained in Exhibit 99.1 to the Registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2017, including any amendments or reports filed for purposes of updating such descriptions; and |
| The Plans Annual Report on Form 11-K for the fiscal year ended September 30, 2016. |
All documents subsequently filed by the Registrant and by the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (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, except for the documents, or portions thereof, that are furnished (e.g., the portions of those documents set forth under Items 2.02 or 7.01 of Form 8-K or other information furnished to the Commission) rather than filed with the Commission.
Any statement contained in a document incorporated or deemed to be incorporated herein by reference 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 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 Registration Statement.
Item 4. | Description of Securities. |
All Securities to be offered are registered under Section 12 of the Exchange Act.
Item 5. | Interests of Named Experts and Counsel. |
John G. Shively, Vice President and Assistant Secretary of the Company, has rendered an opinion as to the legality of the shares of the Companys Common Stock being registered hereby. Mr. Shively is paid a salary and bonus by the Company, participates in certain of the Companys employee benefit plans and incentive plans and owns or has options to purchase shares of the Companys Common Stock.
Item 6. | Indemnification of Directors and Officers. |
The following summary is qualified in its entirety by reference to the complete text of Sections 351.355 of the Revised Statutes of Missouri and the Restated Articles of Incorporation and Bylaws, as amended, of the Registrant.
The Registrant is a Missouri corporation. Section 351.355(1) of the Revised Statutes of Missouri provides that a corporation may indemnify a director, officer, employee or agent of the corporation in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, against expenses, including attorneys fees, judgments, fines and settlement amounts actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 351.355(2) provides that the corporation may indemnify any such person in any threatened, pending or completed action or suit by or in the right of the corporation against expenses, including attorneys fees and settlement amounts actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that he or she may not be indemnified in respect of any claim, issue or matter in which he or she has been adjudged liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent, authorized by the court.
Section 351.355(3) provides that a corporation shall indemnify any such person against expenses, including attorneys fees, actually and reasonably incurred by him or her in connection with the action, suit or proceeding if he or she has been successful in defense of such action, suit or proceeding and if such action, suit or proceeding is one for which the corporation may indemnify him or her under Section 351.355(1) or (2). Section 351.355(7) provides that a corporation shall have the power to give any further indemnity to any such person, in addition to the indemnity otherwise authorized under Section 351.355, provided such further indemnity is either (i) authorized, directed or provided for in the articles of incorporation of the corporation or any duly adopted amendment thereof or (ii) is authorized, directed or provided for in any bylaw or agreement of the corporation which has been adopted by a vote of the shareholders of the corporation, provided that no such indemnity shall indemnify any person from or on account of such persons conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.
The Registrant has entered into indemnification agreements with the directors of the Registrant and adopted amendments to the Bylaws of the Registrant which incorporate indemnity provisions permitted by Section 351.355(7) described above. The agreements and amended Bylaws provide that the Registrant will indemnify its directors, officers and employees against all expenses (including attorneys fees), judgments, fines and settlement amounts, actually and reasonably paid or incurred in any action or proceeding, including any action on behalf of the Registrant, on account of their service as a director, officer or employee of the Registrant, any subsidiary of the Registrant or any other company or enterprise when they are serving in such capacities at the request of the Registrant, excepting only cases where (i) the conduct of such person is adjudged to be knowingly fraudulent, deliberately dishonest or willful misconduct, (ii) a final court adjudication shall determine that such indemnification is not lawful, (iii) judgment is rendered against such person for an accounting of profits made from a purchase or sale of securities of the Registrant in violation of Section 16(b) of the Exchange Act or of any similar statutory law, (iv) any remuneration paid to such person is adjudicated to have been paid in violation of law or (v) the action is brought by the Registrant, except where it is brought in the right of the Registrant or in connection with an acquisition of the Registrant in a transaction not approved by the Board of Directors by a majority of its continuing directors, which for this purpose means those directors holding office prior to the time of such acquisition or any successors who were approved as successors by the directors holding office prior to the time of such acquisition. Such person shall be indemnified only to the extent that the aggregate of losses to be indemnified exceeds the amount of such losses for which the director or officer is insured pursuant to any directors or officers liability insurance policy maintained by the Registrant. The amended Bylaws also provide that the Registrant may advance expenses incurred by an employee or agent, and shall pay expenses incurred by a director or officer, in advance of the final disposition of any action, suit or proceeding upon receipt of an undertaking by or on behalf of any such person to repay such amounts unless it is ultimately determined that any such person is entitled to be indemnified by the Registrant.
Article 10 of the Registrants Restated Articles of Incorporation provides that the liability of the Registrants
directors to the Registrant or any of its shareholders for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent permitted under the Missouri General and Business Corporation Law. Any repeal or modification of Article 10 by the Registrants shareholders shall not adversely affect any right or protection of a director of the Registrant existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
The Registrant maintains directors and officers liability insurance.
Item 7. | Exemption from Registration Claimed. |
Not applicable.
Item 8. | Exhibits. |
The Registrant hereby undertakes that it will submit or has submitted the Emerson Electric Co. Retirement Savings Plan and any amendments thereto to the Internal Revenue Service (the IRS) in a timely manner and has made or will make all changes required by the IRS as necessary in order to qualify such plan under Section 401 of the Internal Revenue Code.
Item 9. | Undertakings. |
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 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 County of St. Louis, State of Missouri, on this 20th day of November, 2017.
EMERSON ELECTRIC CO. | ||
By: | /s/ John G. Shively | |
Name: John G. Shively | ||
Title: Vice President and Assistant Secretary |
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.
Signature |
Title |
Date | ||
/s/ D. N. Farr* D. N. Farr |
Chairman of the Board, Chief Executive Officer and Director | November 20, 2017 | ||
/s/ F. J. Dellaquila* F. J. Dellaquila |
Senior Executive Vice President and Chief Financial Officer | November 20, 2017 | ||
/s/ R. J. Schlueter* R. J. Schlueter |
Vice President Accounting, Controller and Chief Accounting Officer | November 20, 2017 | ||
/s/ C. A. H. Boersig* C. A. H. Boersig |
Director |
November 20, 2017 | ||
/s/ J. B. Bolten* J. B. Bolten |
Director |
November 20, 2017 | ||
/s/ G. A. Flach* G. A. Flach |
Director |
November 20, 2017 | ||
/s/ A. F. Golden* A. F. Golden |
Director |
November 20, 2017 | ||
/s/ C. Kendle* C. Kendle |
Director |
November 20, 2017 | ||
/s/ M. S. Levatich* M. S. Levatich |
Director |
November 20, 2017 |
Signature |
Title |
Date | ||
/s/ J. W. Prueher* J. W. Prueher |
Director |
November 20, 2017 | ||
/s/ R. L. Stephenson* R. L. Stephenson |
Director |
November 20, 2017 | ||
/s/ J. S. Turley* J. S. Turley |
Director |
November 20, 2017 | ||
*By: /s/ John G. Shively John G. Shively, Attorney-In-Fact Pursuant to Power of Attorney |
November 20, 2017 |
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on this 20th day of November, 2017.
EMERSON ELECTRIC CO. RETIREMENT SAVINGS PLAN | ||
By: | /s/ Jan Bansch | |
Jan Bansch, on behalf of the Management Review Committee |
Exhibit 5
EMERSON ELECTRIC CO.
8000 W. FLORISSANT
P.O. BOX 4100
ST. LOUIS, MO. 63136-8506
JOHN G. SHIVELY
VICE PRESIDENT AND ASSISTANT SECRETARY
(314) 553-2000
November 20, 2017
Emerson Electric Co.
8000 W. Florissant Avenue
St. Louis, Missouri 63136
Ladies and Gentlemen:
I am Vice President and Assistant Secretary of Emerson Electric Co. (the Registrant), and in such capacity I am familiar with the Registration Statement on Form S-8 to which this opinion is filed as an exhibit (the Registration Statement) which registers under the Securities Act of 1933, as amended (the Securities Act), One Million (1,000,000) shares of Common Stock (the Shares) of the Registrant which may be purchased pursuant to the Emerson Electric Co. Retirement Savings Plan (the Plan).
I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I deemed necessary for the purposes of the opinion expressed herein.
On the basis of the foregoing, I am of the opinion that the Shares to which the Registration Statement relates, when sold in accordance with the provisions of the Plan, will be legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration Statement. I also consent to your filing copies of this opinion as an exhibit to the Registration Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Shares. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
Yours truly, |
/s/ John G. Shively |
John G. Shively |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Emerson Electric Co.:
We consent to the use of our report with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein.
Our report dated November 20, 2017, on the effectiveness of internal control over financial reporting as of September 30, 2017, contains an explanatory paragraph that states the valves & controls business was acquired on April 28, 2017 and management has excluded this business from its assessment of internal control over financial reporting as of September 30, 2017. Valves & controls total assets and revenues excluded from the assessment represented approximately 20 percent and 4 percent, respectively, of the Companys related consolidated financial statement amounts as of and for the year ended September 30, 2017. KPMG LLPs audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of the acquired business.
/s/ KPMG LLP
St. Louis, Missouri
November 20, 2017
Exhibit 24
POWER OF ATTORNEY
Each of the persons whose signature appears below hereby constitutes and appoints F. J. Dellaquila, S. Y. Bosco, R. J. Schlueter and J. G. Shively, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a registration statement on Form S-8 to be filed by Emerson Electric Co. (the Company) for the registration of shares of the Companys Common Stock and/or plan participation interests in connection with the Emerson Electric Co. Retirement Savings Plan, and any and all supplements and amendments, including post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission (or any other governmental or regulatory authority), and hereby grants to each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
The foregoing power of attorney shall include the power to cause such registration statement for the Emerson Electric Co. Retirement Savings Plan to constitute post-effective amendments to any prior registration statements for such plan.
Signature |
Title |
Date | ||
/s/ D. N. Farr D. N. Farr |
Chairman of the Board and Chief Executive Officer |
November 7, 2017 | ||
/s/ F. J. Dellaquila F. J. Dellaquila |
Senior Executive Vice President and Chief Financial Officer | November 7, 2017 | ||
/s/ R. J. Schlueter R. J. Schlueter |
Vice President Accounting, Controller and Chief Accounting Officer | November 7, 2017 | ||
/s/ C. A. H. Boersig C. A. H. Boersig |
Director |
November 7, 2017 | ||
/s/ J. B. Bolten J. B. Bolten |
Director |
November 7, 2017 | ||
/s/ G. A. Flach G. A. Flach |
Director |
November 7, 2017 | ||
/s/ A. F. Golden A. F. Golden |
Director |
November 7, 2017 | ||
/s/ C. Kendle C. Kendle |
Director |
November 7, 2017 | ||
/s/ M. S. Levatich M. S. Levatich |
Director |
November 7, 2017 | ||
/s/ J. W. Prueher J. W. Prueher |
Director |
November 7, 2017 | ||
/s/ R. L. Stephenson R. L. Stephenson |
Director |
November 7, 2017 | ||
/s/ J. S. Turley J. S. Turley |
Director |
November 7, 2017 |