-----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, Wrhmvo0clNA+dLvuLBLHwRAagXW//GJVFFMxBoFqt+o1ZrtEiQU7I8nbLganFCdL +POKv3Y3wA+EYMh3hpW19w== 0000895345-98-000671.txt : 19981118 0000895345-98-000671.hdr.sgml : 19981118 ACCESSION NUMBER: 0000895345-98-000671 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SIGNAL CORP CENTRAL INDEX KEY: 0000040834 STANDARD INDUSTRIAL CLASSIFICATION: 3620 IRS NUMBER: 160445660 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-46613 FILM NUMBER: 98733199 BUSINESS ADDRESS: STREET 1: ONE HIGH RIDGE PARK STREET 2: PO BOX 10010 CITY: STAMFORD STATE: CT ZIP: 06404 BUSINESS PHONE: 2033578800 MAIL ADDRESS: STREET 1: P O BOX 10010 STREET 2: PO BOX 10010 CITY: STAMFORD STATE: CT ZIP: 06404 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL RAILWAY SIGNAL CO DATE OF NAME CHANGE: 19710926 POS AM 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1998 REGISTRATION NO. 33-46613 =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------ POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------------------ GENERAL SIGNAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 16-0445660 (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) ------------------------------------------------ ONE HIGH RIDGE PARK STAMFORD, CONNECTICUT 06904 (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------------------------------ GENERAL SIGNAL CORPORATION SAVINGS AND STOCK OWNERSHIP PLAN (FULL TITLE OF THE PLAN) ------------------------------------------------ CHRISTOPHER J. KEARNEY, ESQ. VICE PRESIDENT AND SECRETARY GENERAL SIGNAL CORPORATION 700 TERRACE POINT DRIVE MUSKEGON, MICHIGAN 49443-3301 (616) 724-5000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------------------------------ RECENT EVENTS: DE-REGISTRATION The Registration Statement on Form S-8 (Registration No. 33-46613) (the "Registration Statement") of General Signal Corporation, a New York corporation ("General Signal"), pertaining to shares of common stock, par value $1.00 per share (the "General Signal Common Stock"), and the accompanying common stock purchase rights (the "Rights"), of General Signal to which this Post-Effective Amendment relates, was filed with the Securities and Exchange Commission on March 27, 1992. Pursuant to Rule 429 of the Securities Act of 1933, as amended, the Prospectus contained in the Registration Statement also relates to Registration Statement No. 33-22356 previously filed by General Signal on Form S-8 on June 10, 1988. Both registration statements are referred to herein as the "Registration Statements". On October 6, 1998 (the "Effective Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 19, 1998, among SPX Corporation, a Delaware corporation ("SPX"), SAC Corp., a Delaware corporation and a wholly owned subsidiary of SPX (renamed General Signal Corporation immediately following the Effective Time) ("New General Signal"), and General Signal, General Signal was merged with and into New General Signal (the "Merger"), with New General Signal as the surviving corporation. Under the terms of the Merger Agreement, each outstanding share of General Signal Common Stock (including the Rights) was converted into, at the election of the General Signal stockholder, the right to receive either (i) $45.00 in cash, without interest, or (ii) 0.6977 of a share of common stock, par value $10.00 per share, of SPX ("SPX Common Stock") or (iii) $18.00 in cash, without interest, and 0.4186 of a share of SPX Common Stock, in each case subject to proration to ensure that 60% of the outstanding shares of General Signal Common Stock were exchanged for shares of SPX Common Stock and 40% of the outstanding shares of General Signal Common Stock were exchanged for cash. In addition, pursuant to the Merger Agreement, (a) all outstanding options to purchase General Signal Common Stock, whether or not vested or exercisable as of the Effective Time, were canceled and, in lieu thereof, each holder became entitled to receive a cash payment equal to the product of (i) the number of shares previously subject to such options and (ii) the excess of $45.00 over the exercise price per share subject to such options, and (b) all outstanding restricted shares of General Signal Common Stock, unvested as of the Effective Time, were canceled and, in lieu thereof, each holder became entitled to receive a cash payment equal to the product of (i) $45 and (ii) the number of unvested restricted shares held by such holder immediately prior to the Effective Time. As a result of the Merger, General Signal has terminated all offerings of General Signal Common Stock (including the Rights) pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by General Signal in the Registration Statements to remove from registration by means of a post-effective amendment any shares of General Signal Common Stock (including the Rights) which remain unsold at the termination of the offering, General Signal hereby removes from registration all shares of General Signal Common Stock (including the Rights) under the Registration Statements which remain unsold. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Muskegon, State of Michigan, on October 29, 1998. General Signal Corporation, as successor to the Registrant in the Merger By: /s/ Christopher J. Kearney ---------------------------- Christopher J. Kearney Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment has been signed by the following persons in the capacities indicated on October 29, 1998. SIGNATURE TITLE * --------- ------- /s/Patrick J. O'Leary _________________________ Director and President (Principal Executive Patrick J. O'Leary Officer) /s/Christopher J. Kearney _________________________ Director Christopher J. Kearney /s/Arthur R. Cross _________________________ Director, Vice President and Treasurer Arthur R. Cross (Principal Financial and Accounting Officer) * All of the signatories are officers and/or directors of General Signal Corporation, a Delaware corporation, the successor to the Registrant in the Merger. -----END PRIVACY-ENHANCED MESSAGE-----