-----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, Rcb6Y34PfNhhWejjWJDEBIh4bmCNNfCqupKhbk4DmiLASrAPNAlRHVN/rT8iwWVK GAdNYyUY+4DZk9SjBoRnoA== 0000040834-97-000011.txt : 19970425 0000040834-97-000011.hdr.sgml : 19970425 ACCESSION NUMBER: 0000040834-97-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970424 EFFECTIVENESS DATE: 19970424 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SIGNAL CORP CENTRAL INDEX KEY: 0000040834 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 160445660 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25781 FILM NUMBER: 97586641 BUSINESS ADDRESS: STREET 1: ONE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06904 BUSINESS PHONE: 2033578800 MAIL ADDRESS: STREET 1: P O BOX 10010 CITY: STAMFORD STATE: CT ZIP: 06904 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL RAILWAY SIGNAL CO DATE OF NAME CHANGE: 19710926 S-8 1 PAGE 1 Registration No. ______________ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENERAL SIGNAL CORPORATION (Name of registrant as specified in charter) New York 16-0445660 (State of Incorporation) (I.R.S.No.) ONE HIGH RIDGE PARK, STAMFORD, CONNECTICUT 06904 (203) 329-4100 (Address of Principal Executive Offices) GENERAL SIGNAL CORPORATION 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN JOANNE L. BOBER, ESQ. Senior Vice President, General Counsel and Secretary GENERAL SIGNAL CORPORATION One High Ridge Park, P.O. Box 10010 Stamford, Connecticut 06904 (203) 329-4100 (Name, address and telephone number of agent for service) PAGE 2 CALCULATION OF REGISTRATION FEE* Title of Amount Proposed Proposed Securities to be maximum maximum to be registered offering aggregate Amount of registered(1) (1) (2) price per offering registration per share(3) price(3) fee Common Stock, $1 Par value 125,000 $37.3750 $4,671,875 $1,610.99 shares (1) Also includes the associated Common Stock Purchase Rights. (2) The number of shares of Common Stock stated above is the aggregate number of such shares which may be issued on the exercise of options under the General Signal Corporation 1997 Non-Employee Directors Stock Option Plan under this Registration Statement. The maximum number of shares which may be issued under the Plan cannot presently be determined since adjustments in the number of shares may be made in the event of stock splits, stock dividends, or other changes in the corporate structure or shares of General Signal Corporation during the period any offering is in effect. Accordingly, this Registration Statement covers, in addition to the number of shares of Common Stock stated above, an indeterminate number of shares, which by reason of any of such event may become subject to issuance under the plans. (3) Estimated solely for the purpose of calculating the registration fee, computed pursuant to Rules 457 (c) and (h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of a share of the Registrant's Common Stock, as reported on the New York Stock Exchange on April 18, 1997. PAGE 3 GENERAL SIGNAL CORPORATION 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The information listed below, which has been filed by the registrant with the Commission, is specifically incorporated herein by reference: (a) Annual Report on Form 10-K for the year ended December 31, 1996. (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 of the Corporation. All reports and other documents subsequently filed by the Corporation Pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 4. Description of Securities The authorized capital stock of the Corporation consists of 150,000,000 shares of Common Stock, and 10,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"). The shares of Common Stock issued through 1969 (1.96 million shares) have a par value of $6.67 per share and the shares of Common Stock issued since then have a par value of $1.00 per share. The Board of Directors of the Corporation is empowered to cause shares of Preferred Stock to be issued in one or more series, with the number of shares in each series and the rights, preferences and limitations of each series determined by it. As of the date of this Prospectus, no shares of the Preferred Stock of the Corporation were outstanding. PAGE 4 Subject to any limitations prescribed in connection with the issuance of any outstanding shares of Preferred Stock, dividends as determined by the Board of Directors of the Corporation may be declared and paid on the Common Stock from time to time out of any funds legally available therefor. The holders of Common Stock are entitled to one vote per share and do not have cumulative voting rights or preemptive rights. The Corporation's Common Stock is not subject to further calls and all of the outstanding shares of Common Stock are fully paid and non- assessable. On February 1, 1996, the Board of Directors declared a dividend distribution of one Common Stock Purchase Right (the "Right") for each share of Common Stock outstanding on March 21, 1996. Shares issued subsequent to March 21, 1996 automatically receive these Rights. The Rights expire on March 21, 2006, unless redeemed or exchanged earlier by the Corporation. Each Right entitles its registered holder to purchase from the Corporation one share of Common Stock at a price of $150 per Share, subject to adjustment to prevent dilution. The Rights are not exercisable and cannot be transferred separately from the Common Stock until: 1) a person or group publicly announces the acquisition of, or obtains the right to acquire, 20% or more of the outstanding shares of the Corporation's Common Stock; or 2) a tender or exchange offer is announced or commenced which would result in such an acquisition. Within 10 days after such a 20% interest has actually been obtained, the Corporation is entitled to redeem all of the Rights at a price of $0.01 per Right. If certain triggering events occur, and unless the Rights are redeemed by the Corporation, the Rights holder is entitled to receive for $150 per Right the number of shares of General Signal's or an acquiring corporation's common stock having a market value of $300, subject to adjustment to prevent dilution. This provision does not apply to Rights that are beneficially owned by the acquirer. These triggering events are: 1) the Corporation is acquired in a merger or other business combination transaction; 2) 50% or more of its assets or earnings power are sold or transferred; 3) an acquirer engages in one of a number of self-dealing transactions specified in the Rights Agreement; or 4) an acquirer becomes the beneficial owner of 20% or more of the Corporation's outstanding shares of Common Stock. The Transfer Agent and Registrar for the Common Stock is First Chicago Trust Company of New York. PAGE 5 Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers Article V, Section 1 of the By-Laws of the Corporation reads as follows: "SECTION 1: Except to the extent expressly prohibited by the New York Business Corporation Law, the Corporation shall indemnify each person made or threatened to be made a party to any action or proceeding, whether civil or criminal and whether by or in the right of the Corporation or otherwise, by reason of the fact that such person or such person's testator or intestate is or was a director or officer of the Corporation or serves or served at the request of the Corporation any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity while he or she was such a director or officer (hereinafter referred to as Indemnified Person), against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with such action or proceeding, or any appeal therein, provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such Indemnified Person establishes that either (a) his or her acts were committed in bad faith, or were the result of active and deliberate dishonesty, and were material to the cause of action so adjudicated, or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The Corporation shall advance or promptly reimburse upon request any Indemnified Person for all expenses, including attorneys' fees, reasonably incurred in defending any action or proceeding in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if such Indemnified Person is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such Indemnified Person is entitled. Nothing herein shall limit or affect any right of any Indemnified Person otherwise than hereunder to indemnification or expenses, including attorneys' fees, under any statute, rule, regulation, certificate of incorporation, by-law, insurance policy, contract or otherwise. PAGE 6 Anything in these by-laws to the contrary notwithstanding, no elimination of this by-law, and no amendment of this by-law adversely affecting the right of any Indemnified Person to indemnification or advancement of expenses hereunder shall be effective until the 60th day following notice to such Indemnified Person of such action, and no elimination of or amendment to this by-law shall thereafter deprive any Indemnified Person of his or her rights hereunder arising out of alleged or actual occurrences, acts or failures to act prior to such 60th day. The Corporation shall not, except by elimination or amendment of this by-law in a manner consistent with the preceding paragraph, take any corporate action or enter into any agreement which prohibits, or otherwise limits the rights of any Indemnified Person to, indemnification in accordance with the provisions of this by-law. The indemnification of any indemnified Person provided by this by-law shall be deemed to be a contract between the Corporation and each Indemnified Person and shall continue after such Indemnified Person has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnified Person's heirs, executors, administrators and legal representatives. If the Corporation fails timely to make any payment pursuant to the indemnification and advancement or reimbursement of expenses provisions of this Article V and an Indemnified Person commences an action or proceeding to recover such payment, the Corporation in addition shall advance or reimburse such Indemnified Person for the legal fees and other expenses of such action or proceeding. The Corporation is authorized to enter into agreements with any of its directors or officers extending rights to indemnification and advancement of expenses to such Indemnified Person to the fullest extent permitted by applicable law, but the failure to enter into any such agreement shall not affect or limit the rights of such Indemnified Person pursuant to this by-law, it being expressly recognized hereby that all directors or officers of the Corporation, by serving as such after the adoption hereof, are acting in reliance hereon and that the Corporation is estopped to contend otherwise. Persons who are not directors or officers of the Corporation shall be similarly indemnified and entitled to advancement or reimbursement of expenses to the extent authorized at any time by the Board of Directors. In case any provision in this by-law shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances, it being the intention of the Corporation to afford indemnification and advancement of expenses to its directors or officers, acting in such capacities or in the other capacities mentioned herein, to the fullest extent permitted by law whether arising from alleged or actual occurrences, acts or failures to act occurring before or after the adoption of this Article V. For purposes of this by-law, the Corporation shall be deemed to have requested an Indemnified Person to serve an employee benefit plan where the performance by such Indemnified Person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such Indemnified Person to the plan or participants or beneficiaries of the plan, and excise taxes assessed on an Indemnified Person with respect to an employee benefit plan pursuant to applicable law shall be considered indemnifiable fines. For purposes of this by-law, the term `Corporation' shall include any legal successor to the Corporation, including any corporation which acquires all or substantially all of the assets of the Corporation in one or more transactions." The Corporation also has entered into individual contracts with all its directors, Chief Financial Officer and General Counsel providing for indemnification similar to the indemnification provisions in the By-laws. Sections 721 through 726 of the New York Business Corporation Law contain provisions for indemnification by the Corporation, under certain circumstances, of officers and directors of the Corporation for certain liabilities which may be incurred by them in their capacities as such. The Corporation has purchased insurance to indemnify the Corporation and all of its directors, officers and certain other employees who hold management positions in the Corporation and its operating divisions and subsidiaries for those liabilities in respect of which such indemnification insurance is permitted under the laws of the State of New York. The Corporation has additionally purchased insurance, as an extension of the foregoing policy, covering any directors, officers, and full-time salaried employees who are or shall be in breach of any fiduciary duty imposed by the Employee Retirement Income Security Act of 1974 upon fiduciaries as defined under that Act. The Corporation's Certificate of Incorporation provides that a director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of duty as a director unless the director's acts or omissions (a) were in bad faith, (b) involved intentional misconduct or a knowing violation of law, (c) resulted in the director deriving an improper personal benefit, or (d) resulted in the paying of a dividend, the approval of a stock repurchase, the distribution of corporate assets upon dissolution, or the making of a loan to a director in violation of Section 719 of the New York Business Corporation Law. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The Exhibit Index immediately preceding the exhibits is 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; (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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports 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. (b) 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 (and, where applicable, each filing of an employee benefit plan's 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 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. 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 or amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, and the State of Connecticut on this 24th day of April, 1997. GENERAL SIGNAL CORPORATION By: /s/ Joanne L. Bober, Senior Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment to the registration statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date Michael D. Lockhart* Chairman and Director April 24,1997 (Principal Executive Officer) Terence D. Martin* Executive Vice President- April 24,1997 and Chief Financial Officer (Principal Financial Officer) Raymond L. Arthur* Vice President and Controller April 24,1997 (Principal Accounting Officer) H. Kent Bowen* Director April 24,1997 Van C. Campbell* Director April 24,1997 Michael A. Carpenter* Director April 24,1997 Ursula F. Fairbairn* Director April 24,1997 Ronald E. Ferguson* Director April 24,1997 Robert D. Kennedy* Director April 24,1997 John R. Selby* Director April 24,1997 *By /s/ (Joanne L. Bober, Attorney-in-fact) INDEX TO EXHIBITS GENERAL SIGNAL CORPORATION EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 Exhibit No. Description 4.1* Restated Certificate of Incorporation of General Signal Corporation, as amended through April 21,1994 (Exhibit 3.1 of the registrant's 1994 Form 10-K filed March 21, 1995). 4.2* By-laws of General Signal Corporation, as amended through March 20, 1997. (Exhibit 3.2 of the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 filed April 22,1997). 4.3* Rights Agreement, dated as of February 1, 1996, between General Signal Corporation and First Chicago Trust Company of New York, as Rights Agent. (Exhibit 4 of the Registrant's Form 8-A filed February 7, 1996). 4.4* General Signal Corporation 1997 Non-Employee Directors Stock Option Plan as approved by shareholders on April 17, 1997 (Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 filed April 23, 1997. 4.5 Form of Agreement used in regard to grant of options under General Signal 1997 Non- Employee Directors' Stock Option Plan (filed herewith). 5.1 Opinion of Cahill Gordon & Reindel (filed herewith). 23.1 Consent of Ernst & Young LLP (filed herewith). 23.2 * Consent of Cahill Gordon & Reindel (See Exhibit 5.1 hereto). 24.1 Powers of Attorney for Michael D. Lockhart, Terence D. Martin, Raymond L. Arthur, H. Kent Bowen, Van C. Campbell, Michael A. Carpenter, Ursula F. Fairbairn, Ronald E. Ferguson, Robert D. Kennedy and John R. Selby (filed herewith). * Incorporated by reference to a previous Registration Statement ("R.S."), Post- Effective Amendment, Form 10-K or Form 10-Q. EX-4.5 2 PAGE 1-EXHIBIT 4.5 NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, made as of the ____ day of _____, ____, between General Signal Corporation, a New York corporation (hereinafter called "General Signal"), and ________, a non-employee director of General Signal (hereinafter called the "Director"). WITNESSETH: WHEREAS, pursuant to the General Signal Corporation 1997 Non- Employee Directors Stock Option Plan (the "Plan"), adopted by the shareholders on April 17, 1997, the Committee on Directors (the "Committee") is authorized to administer the Plan; and WHEREAS, the Committee has determined that the Director is eligible to receive and shall be granted the stock option hereinafter set forth upon the terms and conditions hereinafter stated and subject to all of the provisions of such Plan; and WHEREAS, 100% of the fair market value of the $1.00 par value Common Stock of General Signal as determined in accordance with the provisions of Section 5 of the Plan on ________ is $_____ per share; and WHEREAS, in accordance with the foregoing, the Committee has approved and authorized the execution and delivery of this Stock Option Agreement as of the date hereof. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the parties hereto hereby enter into this Stock Option Agreement (hereinafter called the "Agreement") upon the following terms and conditions: 1. General Signal hereby grants to the Director the option to purchase from General Signal, on the terms and conditions hereinafter set forth, all or any part of an aggregate of_____ shares of Common Stock, of the par value of $1.00 per share, of General Signal at the purchase price of $ per share. 2. This option shall become fully exercisable on __________ and shall not be exercisable after __________. Page 2 3. This option is not transferable by the Director otherwise than by will or the laws of descent and distribution, and an option may be exercised during the lifetime of the Director thereof, only by him or her; provided, however, that the Committee may permit limited transferability in conformance with rules promulgated by the Securities and Exchange Commission, and provided further, however, that following retirement of a Director, the options held by such a Director may be transferred by gift. 4. Shares may be purchased pursuant to this option only upon receipt by General Signal of written notice from the person holding this option of his or her intention to purchase, specifying the number of shares as to which he or she desires to exercise this option and containing such representations and information as may in the opinion of counsel for General Signal be appropriate to permit General Signal, in the light of the existence or non-existence of an effective registration statement under the Securities Act of 1933 with respect to such shares, to issue such shares in compliance with the provisions of that Act. Such notice of exercise of a stock option granted hereunder shall be accompanied by payment in full of the aggregate price of the shares being purchased (a) in cash, or by check, bank draft or money order payable to the order of General Signal, (b) by delivery of shares of Common Stock of General Signal of equivalent fair market value on the date of exercise, or a combination thereof; provided, however, that any shares of Common Stock so delivered shall have been beneficially owned by the Director for a period of not less than six months prior to the date of exercise, or (c) such other consideration as the Committee determines to be appropriate. Fair market value shall be the closing price on the New York Stock Exchange, or, in the event that no sale shall have taken place, the mean of the bid and asked prices. At the time of giving such notice, the person or persons exercising this option shall furnish to General Signal such other documents as General Signal may reasonably require. General Signal shall have the right to withhold delivery of stock certificates representing shares purchased under this option until all required approvals have been obtained, until such shares have been listed on the appropriate stock exchange, and until all applicable requirements of law have been complied with. 5. The Director or his or her legal representatives, as the case may be, shall not have any of the rights or privileges of a shareholder of General Signal in respect of any of the shares issuable upon the exercise of this option unless and until certificates representing such shares shall have been issued and delivered. 6. The following provisions govern the exercisability of this option after cessation of employment or upon the occurrence of certain specified events. (a) If a Director ceases to serve on the Board of Directors for any reason other than death, disability or retirement, any outstanding options not yet exercised at the time the Director so ceases to serve may be exercised within one week following the date the Director so ceases to serve, but in no event later than the expiration date of the option. (b) In the event of the death or disability of a Director while a member of the Board of Directors, any outstanding options may be exercised (in the case of death by the optionees personal representative, heir or legatee) during the period ending one year after the date of such death or disability, but in no event later than the expiration date of the option. In the event of retirement, any outstanding options may be exercised during the period ending five years after the date of such retirement, but in no event later than the expiration date of the option. In the event of a retired Directors death during the fifth year after retirement, his or her heirs or estate may exercise any outstanding options during the period ending one year after such death, but in no event later than the expiration date of the option. 7. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, separation, spinoff, rights offering, or any other change in the corporate structure or shares of General Signal, the Board of Directors shall make such adjustments, if any, as it may deem appropriate to reflect such change in the number and kinds of shares for which options may thereafter be granted under this Plan, in the number and kind of shares then subject to options theretofore granted under this Plan, and in the price per share payable upon exercise of such options. 8. General Signal shall not be liable in the event of its inability to issue or sell stock to the Director if such issuance or sale would be unlawful, nor shall General Signal be liable if an issuance or sale to the Director is subsequently invalidated. 9. This Agreement shall be construed in accordance with the laws of the State of New York. Page 3 GENERAL SIGNAL CORPORATION ________________________________ Michael D. Lockhart Chairman and Chief Executive Officer _________________________________ Director EX-5.1 3 PAGE 1 EXHIBIT 5.1 April 17, 1997 General Signal Corporation High Ridge Park Stamford, Connecticut 06904 Re: General Signal Corporation Registration Statement on Form S-8 Gentlemen: We have acted as counsel to General Signal Corporation (the "Company")in connection with the registration by the Company under the Securities Act of 1933, as amended, on Form S-8 of shares of common stock of the Company, par value $1.00 per share ("Common Stock"), reserved for acquisition by non-employee directors of the Company pursuant to the General Signal Corporation 1997 Non-Employee Directors Stock Option Plan (the Plan). We advise you that in our opinion: (1) The issuance of the shares of Common Stock which have been reserved for issuance to non-employee directors of the Company upon the exercise of options issued pursuant to the Plan has been duly authorized and, when issued in accordance with the terms of the Plan, and assuming that the consideration for the issuance of such shares is in each case not less than the par value of such shares, such shares will be validly issued, fully paid and non- assessable, and no personal liability will attach to any holder of such shares under the laws of the State of New York, except to the extent that under Section 630 of the Business Corporation Law of the State of New York, the ten largest shareholders of the Company, under certain conditions not presently existing, may be held liable for certain debts of the Company to its employees. (2) The Common Stock Purchase Rights of the Company issuable in connection with the issuance of Common Stock pursuant to the Plan has been duly authorized and when delivered, such Common Stock Purchase Rights will be validly issued. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption entitled "Legal Opinion" in the Registration Statement. Very truly yours, /s/ Cahill Gordon & Reindel EX-23.1 4 PAGE 1 - EXHIBIT 23.1 Consent of Independent Auditors The Board of Directors General Signal Corporation We consent to the incorporation by reference in the Registration Statement (Form S-8,125,000 shares of Common Stock) and related Prospectus pertaining to the General Signal Corporation 1997 Non-Employee Directors Stock Option Plan of our report dated January 24, 1997, with respect to the financial statements and schedule of General Signal Corporation and consolidated subsidiaries included in its Annual Report (Form 10- K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Stamford, Connecticut April 18, 1997 EX-24.3 5 Page 1 Exhibit 24.3 GENERAL SIGNAL CORPORATION POWER OF ATTORNEY The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D. LOCKHART, AND TERENCE D. MARTIN, and each of them severally, the true and lawful attorneys or attorney of the undersigned with power to act with or without the other and with full power of substitution and resubstitution, to execute in his or her name, place and stead in his or her capacity as an officer or director or both of General Signal Corporation, a New York Corporation (the "Corporation"), one or more Registration Statements or Post- Effective Amendments to be filed with the Securities and Exchange Commission on Form S-8 covering shares of Common Stock of the Corporation to be issued pursuant to any employee benefit or stock incentive plan of the Corporation or its subsidiaries of the Corporation, and any amendment or Post-Effective Amendment to any such Registration Statement or Registration Statement that is presently effective, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed any such Registration Statement, amendments, and Post-Effective Amendments thereto and other instruments 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 the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 20th day of March, 1997. S/H. Kent Bowen Page 2 Exhibit 24.3 GENERAL SIGNAL CORPORATION POWER OF ATTORNEY The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D. LOCKHART, AND TERENCE D. MARTIN, and each of them severally, the true and lawful attorneys or attorney of the undersigned with power to act with or without the other and with full power of substitution and resubstitution, to execute in his or her name, place and stead in his or her capacity as an officer or director or both of General Signal Corporation, a New York Corporation (the "Corporation"), one or more Registration Statements or Post- Effective Amendments to be filed with the Securities and Exchange Commission on Form S-8 covering shares of Common Stock of the Corporation to be issued pursuant to any employee benefit or stock incentive plan of the Corporation or its subsidiaries of the Corporation, and any amendment or Post-Effective Amendment to any such Registration Statement or Registration Statement that is presently effective, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed any such Registration Statement, amendments, and Post-Effective Amendments thereto and other instruments 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 the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 20th day of March, 1997. S/Van C. Campbell Page 3 Exhibit 24.3 GENERAL SIGNAL CORPORATION POWER OF ATTORNEY The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D. LOCKHART, AND TERENCE D. MARTIN, and each of them severally, the true and lawful attorneys or attorney of the undersigned with power to act with or without the other and with full power of substitution and resubstitution, to execute in his or her name, place and stead in his or her capacity as an officer or director or both of General Signal Corporation, a New York Corporation (the "Corporation"), one or more Registration Statements or Post- Effective Amendments to be filed with the Securities and Exchange Commission on Form S-8 covering shares of Common Stock of the Corporation to be issued pursuant to any employee benefit or stock incentive plan of the Corporation or its subsidiaries of the Corporation, and any amendment or Post-Effective Amendment to any such Registration Statement or Registration Statement that is presently effective, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed any such Registration Statement, amendments, and Post-Effective Amendments thereto and other instruments 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 the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 20th day of March, 1997. S/Ursula F. Fairbairn Page 4 Exhibit 24.3 GENERAL SIGNAL CORPORATION POWER OF ATTORNEY The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D. LOCKHART, AND TERENCE D. MARTIN, and each of them severally, the true and lawful attorneys or attorney of the undersigned with power to act with or without the other and with full power of substitution and resubstitution, to execute in his or her name, place and stead in his or her capacity as an officer or director or both of General Signal Corporation, a New York Corporation (the "Corporation"), one or more Registration Statements or Post- Effective Amendments to be filed with the Securities and Exchange Commission on Form S-8 covering shares of Common Stock of the Corporation to be issued pursuant to any employee benefit or stock incentive plan of the Corporation or its subsidiaries of the Corporation, and any amendment or Post-Effective Amendment to any such Registration Statement or Registration Statement that is presently effective, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed any such Registration Statement, amendments, and Post-Effective Amendments thereto and other instruments 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 the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 20th day of March, 1997. S/Ronald E. Ferguson Page 5 Exhibit 24.3 GENERAL SIGNAL CORPORATION POWER OF ATTORNEY The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D. LOCKHART, AND TERENCE D. MARTIN, and each of them severally, the true and lawful attorneys or attorney of the undersigned with power to act with or without the other and with full power of substitution and resubstitution, to execute in his or her name, place and stead in his or her capacity as an officer or director or both of General Signal Corporation, a New York Corporation (the "Corporation"), one or more Registration Statements or Post- Effective Amendments to be filed with the Securities and Exchange Commission on Form S-8 covering shares of Common Stock of the Corporation to be issued pursuant to any employee benefit or stock incentive plan of the Corporation or its subsidiaries of the Corporation, and any amendment or Post-Effective Amendment to any such Registration Statement or Registration Statement that is presently effective, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed any such Registration Statement, amendments, and Post-Effective Amendments thereto and other instruments 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 the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 20th day of March, 1997. S/John R. Selby Page 6 Exhibit 24.3 GENERAL SIGNAL CORPORATION POWER OF ATTORNEY The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D. LOCKHART, AND TERENCE D. MARTIN, and each of them severally, the true and lawful attorneys or attorney of the undersigned with power to act with or without the other and with full power of substitution and resubstitution, to execute in his or her name, place and stead in his or her capacity as an officer or director or both of General Signal Corporation, a New York Corporation (the "Corporation"), one or more Registration Statements or Post- Effective Amendments to be filed with the Securities and Exchange Commission on Form S-8 covering shares of Common Stock of the Corporation to be issued pursuant to any employee benefit or stock incentive plan of the Corporation or its subsidiaries of the Corporation, and any amendment or Post-Effective Amendment to any such Registration Statement or Registration Statement that is presently effective, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed any such Registration Statement, amendments, and Post-Effective Amendments thereto and other instruments 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 the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 20th day of March, 1997. S/Michael A. Carpenter Page 7 Exhibit 24.3 GENERAL SIGNAL CORPORATION POWER OF ATTORNEY The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D. LOCKHART, AND TERENCE D. MARTIN, and each of them severally, the true and lawful attorneys or attorney of the undersigned with power to act with or without the other and with full power of substitution and resubstitution, to execute in his or her name, place and stead in his or her capacity as an officer or director or both of General Signal Corporation, a New York Corporation (the "Corporation"), one or more Registration Statements or Post- Effective Amendments to be filed with the Securities and Exchange Commission on Form S-8 covering shares of Common Stock of the Corporation to be issued pursuant to any employee benefit or stock incentive plan of the Corporation or its subsidiaries of the Corporation, and any amendment or Post-Effective Amendment to any such Registration Statement or Registration Statement that is presently effective, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed any such Registration Statement, amendments, and Post-Effective Amendments thereto and other instruments 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 the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 20th day of March, 1997. S/Robert D. Kennedy Page 7 Exhibit 24.3 GENERAL SIGNAL CORPORATION POWER OF ATTORNEY The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D. LOCKHART, AND TERENCE D. MARTIN, and each of them severally, the true and lawful attorneys or attorney of the undersigned with power to act with or without the other and with full power of substitution and resubstitution, to execute in his or her name, place and stead in his or her capacity as an officer or director or both of General Signal Corporation, a New York Corporation (the "Corporation") one or more Registration Statements or Post- Effective Amendments to be filed with the Securities and Exchange Commission on Form S-8 covering shares of Common Stock of the Corporation to be issued pursuant to any employee benefit or stock incentive plan of the Corporation or its subsidiaries of the Corporation, and any amendment or Post-Effective Amendment to any such Registration Statement or Registration Statement that is presently effective, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed any such Registration Statement, amendments, and Post-Effective Amendments thereto and other instruments 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 the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 20th day of March, 1997. S/Raymond L. Arthur S/Michael D. Lockhart S/Terrence D. Martin -----END PRIVACY-ENHANCED MESSAGE-----