-----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, WLdc9OVPK2Ad0HpGdWAJK+p3635ipU94wQhVQe759mzkxzhwxDafLhjobHbixS0l yD4eYPu+x86iYc/b+FT2KQ== 0000042542-99-000021.txt : 19990427 0000042542-99-000021.hdr.sgml : 19990427 ACCESSION NUMBER: 0000042542-99-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990426 EFFECTIVENESS DATE: 19990426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH B F CO CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-77023 FILM NUMBER: 99600957 BUSINESS ADDRESS: STREET 1: 4020 KINROSS LAKES PKWY CITY: RICHFIELD STATE: OH ZIP: 44286-9368 BUSINESS PHONE: 3306597600 MAIL ADDRESS: STREET 1: 4020 KINROSS LAKES PARKWAY CITY: RICHFIELD STATE: OH ZIP: 44286-9368 S-8 1 S-8 FOR THE B.F.GOODRICH COMPANY STOCK OPTION PLAN SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE B.F.GOODRICH COMPANY ------------------------ (Exact name of issuer as specified in its charter) NEW YORK 34-0252680 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9368 - ------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) THE B.F.GOODRICH COMPANY STOCK OPTION PLAN --------------------------------------------------------- (Full title of the plan) Nicholas J. Calise, Vice President, Associate General Counsel, and Secretary The B.F.Goodrich Company 4020 Kinross Lakes Parkway Richfield, Ohio 44286-9368 --------------------------------------- (Name and address of agent for service) (330) 659-7711 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share (1) price (1) fee - ---------- ------------ ------------- ---------- ------------ Common Stock 5,000,000 $37.625 $188,125,000 $52,298.75
In addition, 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. 1) Estimated solely for the purpose of determining the registration fee based on the closing price of the Common Stock under the consolidated reporting system for April 21, 1999. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT DOCUMENTS INCORPORATED BY REFERENCE (Item 3) The following documents of The B.F.Goodrich Company (or the "Company") filed with the Commission (File No. 1-892) pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and Current Reports on Form 8-K dated February 19, 1999, February 25, 1999, April 12, 1999, and April 20, 1999. (b) All reports and other documents subsequently filed by the Company and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities 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. (c) The description of the Company's Common Stock which is contained in the Company's registration statement No. 333-74067 on Form S-4. INTEREST OF NAMED EXPERTS AND COUNSEL (Item 5) The validity of the securities offered hereby will be passed upon for the Company by Nicholas J. Calise, Vice President, Associate General Counsel and Secretary of the Company. As of April 6, 1999 Mr. Calise owned 13,617 shares of the Company's Common Stock, had deferred receipt of 6,127 shares of the Company's Common Stock under the Company's Long-Term Incentive Plan; had contingently credited to his account 2,692 phantom shares under the 1998-2000 Long-Term Incentive Plan and 3,225 shares under the 1999-2001 Long-Term Incentive Plan, has options to purchase 87,100 shares of Common Stock; and had credited to his account in the Company's Retirement Plus Savings Plan approximately 5,855 shares of Common Stock. In addition, Mr. Calise's wife owns 1,000 shares, although Mr. Calise disclaims beneficial ownership of these shares. INDEMNIFICATION OF DIRECTORS AND OFFICERS (Item 6) Under the Company's Restated Certificate of Incorporation no member of the Board of Directors shall have any personal liability to the Company or its shareholders for damages for any breach of duty in such capacity, provided that such liability shall not be limited if a judgment or other final adjudication adverse to the Director establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that the Director personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that the Director's acts violated section 719 of the New York Business Corporation Law ("B.C.L.") (generally relating to the improper declaration of dividends, improper purchases of shares, improper distribution of assets after dissolution, or making any improper loans to directors contrary to specified statutory provisions). Reference is made to Article TWELFTH of the Company's Restated Certificate of Incorporation filed as Exhibit 3(A) to the Company's Annual Report on Form 10-K for the year ended December 31, 1998. Under the Company's By-Laws, any person made, or threatened to be made, a party to an action or proceeding by reason of the fact that he, his testator or intestate is or was a director or officer of the Company or served any other corporation in any capacity at the request of the Company shall be indemnified by the Company to the extent and in a manner permissible under the laws of the State of New York. In addition, the Company's By-Laws provide indemnification for directors and officers where they are acting on behalf of the Company where the final judgment does not establish that the director or officer acted in bad faith or was deliberately dishonest, or gained a financial profit or other advantage to which he was not legally entitled. The By-Laws provide that the indemnification rights shall be deemed to be "contract rights" and continue after a person ceases to be a director or officer or after rescission or modification of the By-Laws with respect to prior occurring events. They also provide directors and officers with the benefit of any additional indemnification which may be permitted by later amendment to the B.C.L. The By-Laws further provide for advancement of expenses and specify procedures in seeking and obtaining indemnification. Reference is made to Article VI of the Company's By-Laws filed as Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. The Company has insurance to indemnify its directors and officers, within the limits of the Company's insurance policies, for those liabilities in respect of which such indemnification insurance is permitted under the laws of the State of New York. Reference is made to Sections 721-726 of the B.C.L., which are summarized below. Section 721 of the B.C.L. provides that indemnification pursuant to B.C.L. shall not be deemed exclusive of other indemnification rights to which a director or officer may be entitled, provided that no indemnification may be made if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty, and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Section 722(a) of the B.C.L. provides that a corporation may indemnify a director or officer made, or threatened to be made, a party to any civil or criminal action, other than a derivative action, against judgments, fines, amounts paid in settlement and reasonable expenses actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be in the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. With respect to derivative actions, Section 722(c) of the B.C.L. provides that a director or officer may be indemnified only against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense or settlement of such action, or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be in the best interests of the corporation and that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and to the extent an appropriate court determines that the person is fairly and reasonably entitled to partial or full indemnification. Section 723 of the B.C.L. specifies the manner in which payment of such indemnification may be authorized by the corporation. It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is settled, indemnification may be made by the corporation only if authorized by any of the corporate actions set forth in such Section 723 (unless the corporation has provided for indemnification in some other manner as otherwise permitted by Section 721 of the B.C.L.). Section 724 of the B.C.L. provides that upon proper application by a director or officer, indemnification shall be awarded by a court to the extent authorized under Sections 722 and 723 of the B.C.L. Section 725 of the B.C.L. contains certain other miscellaneous provisions affecting the indemnification of directors and officers, including provision for the return of amounts paid as indemnification if any such person is ultimately found not to be entitled thereto. Section 726 of the B.C.L. authorizes the purchase and maintenance of insurance to indemnify (1) a corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the above sections, (2) directors and officers in instances in which they may be indemnified by a corporation under such sections, and (3) directors and officers in instances in which they may not otherwise be indemnified by a corporation under such sections, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance. EXEMPTION FROM REGISTRATION CLAIMED (Item 7) Not applicable. EXHIBITS (Item 8) The following exhibits are filed as part of this Registration Statement: 4(a) The B.F.Goodrich Company Stock Option Plan filed as Appendix B to the Company's 1999 Proxy Statement for its Annual Meeting of Shareholders, is incorporated herein by reference. 4(b) Rights Agreement, dated as of June 2, 1997, between The B.F.Goodrich Company and The Bank of New York which includes the form of Certificate of Amendment setting forth the terms of the Junior Participating Preferred Stock, Series F, Par Value $1 per share, as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C which was filed as Exhibit 1 to Form 8-A filed June 19, 1997, is incorporated herein by reference. 5 Opinion of Nicholas J. Calise, Esquire, Vice President, Associate General Counsel and Secretary of the Company, as to the legality of the Common Stock being registered. 23(a) Consent of Ernst & Young LLP, independent auditors. 23(b) Consent of Deloitte & Touche LLP, independent auditors. 23(c) Consent of Nicholas J. Calise, Esquire (contained in his opinion filed as Exhibit 5). 24 Power of Attorney. UNDERTAKINGS (Item 9) 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 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. (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. 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. (4) 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Richfield, State of Ohio, on April 26, 1999. THE B.F.GOODRICH COMPANY By /s/N. J. Calise ---------------------------- Nicholas J. Calise Vice President, Associate General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on April 26, 1999 by the following persons in the capacities indicated. /s/David L. Burner /s/L. A. Chapman - ------------------------------- ------------------------------- (David L. Burner) Laurence A. Chapman Chairman of the Board, President Senior Vice President and Chief Executive Officer and Director Chief Financial Officer (Principal Executive Officer) (Principal Financial Officer) /s/Diane C. Creel /s/George A. Davidson, Jr. - ------------------------------- ------------------------------- (Diane C. Creel) (George A. Davidson, Jr.) Director Director /s/James J. Glasser /s/Jodie K. Glore - ------------------------------- ------------------------------- (James J. Glasser) (Jodie K. Glore) Director Director /s/Robert D. Koney, Jr. /s/Douglas E. Olesen - ------------------------------- ------------------------------- (Robert D. Koney, Jr.) (Douglas E. Olesen) Vice President and Controller Director (Principal Accounting Officer) /s/Richard de J. Osborne /s/Alfred M. Rankin, Jr. - ------------------------------- ------------------------------- (Richard de J. Osborne) (Alfred M. Rankin, Jr.) Director Director /s/J. R. Wilson - ------------------------------- ------------------------------- (Robert H. Rau) (James R. Wilson) Director Director ------------------------------ (A. Thomas Young) Director *The undersigned, as attorney-in-fact, does hereby sign this Registration Statement on behalf of each of the officers and directors indicated above. /s/N. J. Calise - ---------------------------- Nicholas J. Calise EXHIBITS INDEX EXHIBIT NO. 5 Opinion of Nicholas J. Calise, Esquire, Vice President, Associate General Counsel and Secretary of the Company, as to the legality of the Common Stock being registered. 23(a) Consent of Ernst & Young LLP, independent auditors. 23(b) Consent of Deloitte & Touche LLP, independent auditors 23(c) Consent of Nicholas J. Calise, Esquire (contained in his opinion filed as Exhibit 5). 24 Power of Attorney. EX-5 2 OPINION OF COUNSEL EXHIBIT 5 April 26, 1999 Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Dear Sirs: Please be advised that The B.F.Goodrich Company is filing herewith a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, relating to the registration of securities to be issued under the Company's Stock Option Plan (the "Plan"). In connection with such filing, I, or attorneys employed or engaged by The B.F.Goodrich Company, have examined such documents, certificates, and records and have made such inquiries as I have deemed necessary or appropriate in order to give the opinions expressed herein. On the basis of such examination and inquiries, I am of the opinion that the Common Stock of The B.F.Goodrich Company to be issued under the Plan, will, when issued in accordance with the Plan, be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors' rights. I hereby consent to the filing of this opinion as an exhibit to the above-mentioned Registration Statement. Very truly yours, /s/Nicholas J. Calise Nicholas J. Calise EX-23.A 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) for the registration of The B.F.Goodrich Company Common Stock under The B.F.Goodrich Stock Option Plan, of our report dated February 5, 1999, with respect to the consolidated financial statements of The B.F.Goodrich Company included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/Ernst & Young LLP -------------------- ERNST & YOUNG LLP Cleveland, Ohio April 22, 1999 EX-23.B 4 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23(b) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The BFGoodrich Company on Form S-8 of our report dated September 11, 1997, on our audit of Rohr, Inc. for the year ended July 31, 1996 appearing in the Annual Report on Form 10-K of The BFGoodrich Company for the year ended December 31, 1998. /s/Deloitte & Touche LLP - ------------------------ Deloitte & Touche LLP San Diego, California April 22, 1999 EX-24.A 5 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laurence A. Chapman, Terrence G. Linnert and Nicholas J. Calise, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, in his or her name and on his or her behalf, to do any and all acts and things and to execute any and all instruments which they may deem necessary or advisable to enable The B.F.Goodrich Company (the "Company") to comply with the Securities Act of 1933 (the "Act") and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Act of shares of the Company=s Common Stock for the Company's and its subsidiaries' employee benefit plans, including power and authority to sign his or her name in any and all capacities (including his or her capacity as a Director and/or Officer of the Company) to one or more registration statements, and to any and all amendments, including post-effective amendments, to such registration statements; and the undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have subscribed these presents on the dates indicated. Date: Date: /s/David L. Burner 4/26/99 /s/L. A. Chapman 4/22/99 - ---------------------------- ------- ---------------------------- ------- (David L. Burner) (Laurence A. Chapman) Chairman of the Board, President Senior Vice President and Chief Executive Officer and Director Chief Financial Officer (Principal Executive Officer) (Principal Financial Officer) /s/Diane C. Creel 4/23/99 /s/George A. Davidson, Jr. 4/22/99 - ---------------------------- ------- ---------------------------- ------- (Diane C. Creel) (George A. Davidson, Jr.) Director Director /s/James J. Glasser 4/22/99 /s/Jodie K. Glore 4/22/99 - ---------------------------- ------- ---------------------------- ------- (James J. Glasser) (Jodie K. Glore) Director Director /s/Robert D. Koney, Jr. 4/26/99 /s/ Douglas E. Olesen 4/23/99 - ---------------------------- ------- ---------------------------- ------- (Robert D. Koney, Jr.) (Douglas E. Olesen) Vice President and Controller Director (Principal Accounting Officer) /s/Richard de J. Osborne 4/23/99 /s/Alfred M. Rankin, Jr. 4/23/99 - ---------------------------- ------- ---------------------------- ------- (Richard de J. Osborne) (Alfred M. Rankin, Jr.) Director Director /s/J. R. Wilson 4/22/99 - ---------------------------- ------- ---------------------------- ------- (Robert H. Rau) (James R. Wilson) Director Director ---------------------------- ------- (A. Thomas Young) Director -----END PRIVACY-ENHANCED MESSAGE-----