-----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, FeYzBOYElTyBDCvp4adUghLXSQrWu343IXwEi0x84XEQxSs5HGocOtyVx/ksZjon DnqphcSZZVYAOJFMvKKBmQ== 0000950115-97-001934.txt : 19971211 0000950115-97-001934.hdr.sgml : 19971211 ACCESSION NUMBER: 0000950115-97-001934 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971210 EFFECTIVENESS DATE: 19971210 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOORE PRODUCTS CO CENTRAL INDEX KEY: 0000067975 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 231427830 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41893 FILM NUMBER: 97735660 BUSINESS ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 BUSINESS PHONE: 2156467400 MAIL ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 S-8 1 INITIAL STATEMENT As filed with the Securities and Exchange Commission on December 10, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOORE PRODUCTS CO. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Pennsylvania 23-1427830 - ------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) Sumneytown Pike Spring House, Pennsylvania 19477 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) MOORE PRODUCTS CO. 1997 NON-EMPLOYEE DIRECTORS' EQUITY INCENTIVE PLAN -------------------------------------------------- (Full title of the plan) R.E. Wisniewski Secretary & Treasurer Moore Products Co. Sumneytown Pike Spring House, PA 19477 (215) 646-7400 --------------------------------------------------------- (Name, address and telephone number of agent for service) Copy to: John C. Bennett, Jr., Esq. Drinker Biddle & Reath LLP 1100 Philadelphia National Bank Building 1345 Chestnut Street Philadelphia, PA 19107-3496 CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered registered(1) share(2) price(2) fee - -------------------------------------------------------------------------------- Common Stock, par value $1.00 7,000 shares $21.50 $ 150,500 per share. 43,000 shares $36.125 $1,553,375 TOTAL 50,000 shares $1,703,875 $502.64 - -------------------------------------------------------------------------------- (1) Pursuant to Rule 416(a), this Registration Statement also registers such indeterminate number of additional shares as may become issuable under the Plan in connection with share splits, share dividends or similar transactions. (2) Calculated pursuant to Rule 457(c) and (h). As to shares subject to outstanding but unexercised options, the price and fee are computed based upon the price at which such options may be exercised. As to the remaining shares, the price and fee are computed based upon a price per share of $36.125, the average of the high and low prices for the Common Stock as reported on the NASDAQ National Market System on December 8, 1997. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS (Not required to be filed as part of this registration statement) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Moore Products Co. (the "Company" or "Registrant") hereby incorporates the following documents into this Registration Statement by reference: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1996; (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; (c) the description of the Company's Common Stock contained in Item 5 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 and the Company's Restated Articles of Incorporation as contained in Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997. All reports and other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement, but 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. Item 4. Description of Securities. Not applicable Item 5. Interests of Named Experts and Counsel. Not applicable -2- Item 6. Indemnification of Directors and Officers. The By-laws of the Company currently provide essentially that the Company shall indemnify its directors and officers against all costs, damages or expenses (including attorneys' fees) which may be imposed upon or actually and necessarily incurred by them in connection with any claim, action, suit or proceeding in which they may be involved or may be a party by reason of having been directors or officers or by reason of any alleged act or omission in such capacity unless they shall be finally adjudged in an action, suit or proceeding to be liable for conduct amounting to bad faith, and except that, in the event of a settlement, indemnification shall only be provided in connection with such matters covered by the settlement as to which the Company is advised by counsel that the person to be indemnified was not liable for conduct amounting to bad faith. However, the By-laws further state that the indemnification provided for therein is not exclusive of any other right to indemnification which a director or officer might have under agreement, by vote of the stockholders of the Company, or otherwise. The Pennsylvania Business Corporation Law (the "PBCL") also requires a Pennsylvania company to indemnify its directors and officers against expenses (including attorneys' fees with respect to third party actions and actions by or on behalf of the company) where the director or officer has been successful on the merits in defense of such actions. The PBCL further expressly authorizes, but does not require, a company to advance expenses to its directors and officers involved in such proceedings, to maintain liability insurance on behalf of directors and officers, and generally to provide broad indemnification to its directors and officers, except in cases where a director's or officer's act or failure to act is determined by a court to have constituted willful misconduct or recklessness. The Company's By-laws also essentially limit the personal liability of directors of the Company for monetary damages for any act or omission as a director to the fullest extent permitted under the terms of the Pennsylvania Directors' Liability Act or under any applicable Pennsylvania statute thereafter enacted. This provision may prevent the Company and its shareholders (through shareholder derivative suits on behalf of the Company) from recovering monetary damages against a director of the Company for breach of certain fiduciary duties as a director (including breaches resulting from grossly negligent conduct). This provision does not, however, exonerate directors of the Company from liability (i) pursuant to any criminal statute, (ii) for the payment of taxes pursuant to federal, state or local law or (iii) for self-dealing, willful misconduct or recklessness. Item 7. Exemption from Registration Claimed. Not applicable Item 8. Exhibits. 4a. Moore Products Co. 1997 Non-Employee Directors' Equity Incentive Plan (incorporated by reference to Exhibit 10b to Registrant's Report on Form 10-Q for the quarter ended September 30, 1997). b. Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to Registrant's Report on Form 10-Q for the quarter ended September 30, 1997). c. By-laws, as amended (incorporated by reference to Exhibit 3b to Registrant's Report on Form 10-K for the fiscal year ended December 31, 1991). -3- d. Instruments defining the rights of securityholders. (Reference is made to (i) Articles 5 and 10 of the Registrant's Restated Articles of Incorporation referred to in Exhibit 4b above and (ii) Articles III, IV, VIII, X and XIII of the Registrant's By-laws, as amended, referred to in Exhibit 4c above. 5 Opinion of Drinker Biddle & Reath LLP (Counsel to Registrant) 23 Consents of Experts and Counsel a. Consent of Ernst & Young LLP (Independent Auditors) b. (the consent of counsel is contained in the opinion filed as Exhibit 5 hereto) 24 Powers of Attorney (see signature page) Item 9. Undertakings. 1. Undertakings Required by Regulation S-K Item 512(a). The undersigned Registrant hereby undertakes as follows: (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, represents a fundamental change in the information set forth in the Registration Statement; and (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 (i) and (ii) above 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 this 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 post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. -4- 2. Undertaking Required by Regulation S-K Item 512(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) of the Securities Exchange Act of 1934 (and, if applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Undertaking Required by Regulation S-K Item 512(h). 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. -5- SIGNATURES AND POWERS OF ATTORNEY 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 Spring House, Pennsylvania on December 9, 1997. MOORE PRODUCTS CO. By /s/ Donald E. Bogle -------------------------------- Donald E. Bogle President and Chief Executive Officer -6- Each person whose signature appears below hereby constitutes and appoints William B. Moore and Edward J. Curry as his or her attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitutes may do or cause to be done by virtue hereof. 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 Capacity Date --------- -------- ---- /s/ Donald E. Bogle President and December 9, 1997 - -------------------- Chief Executive Officer Donald E. Bogle /s/ Robert E. Wisniewski Secretary and December 9, 1997 - ------------------------ Treasurer (Principal Robert E. Wisniewski Financial and Accounting Officer) /s/ Robert B. Adams Director December 9, 1997 - ------------------- Robert B. Adams /s/ Edward J. Curry Director December 9, 1997 - ------------------- Edward J. Curry /s/ Director ________ _, 1997 - ------------------- F. Lawton Hindle /s/ Edward T. Hurd Director December 9, 1997 - ------------------- Edward T. Hurd /s/ James O. Moore Director December 9, 1997 - ------------------- James O. Moore /s/ Director ________ _, 1997 - ------------------- Thomas C. Moore /s/ William B. Moore Director December 9, 1997 - -------------------- William B. Moore /s/ Director ________ _, 1997 - ------------------- Ralph H. Owens /s/ Director ________ _, 1997 - ------------------- Raymond M. Reed /s/ Edwin G. Rorke Director December 9, 1997 - ------------------ Edwin G. Rorke
-7- EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 4a Moore Products Co. 1997 Non-Employee Directors' Equity Incentive Plan (incorporated by reference to Exhibit 10b to Registrant's Report on Form 10-Q for the quarter ended September 30, 1997). 4b Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to Registrant's Report on Form 10-Q for the quarter ended September 30, 1997). 4c By-laws, as amended (incorporated by reference to Exhibit 3b to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1991). 4d Instruments defining the rights of securityholders. (Reference is made to (i) Articles 5 and 10 of the Registrant's Restated Articles of Incorporation referred to in Exhibit 4b above and (ii) Articles III, IV, VIII, X and XIII of the Registrant's By-laws, as amended, referred to in Exhibit 4c above. 5 Opinion of Drinker Biddle & Reath LLP (Counsel to Registrant) 23a Consent of Ernst & Young LLP (Independent Auditors) 23b Consent of Drinker Biddle and Reath LLP (included in the opinion filed as Exhibit 5 hereto) 24 Powers of Attorney (see Signature Page) -8- EX-5 2 CONSENT EXHIBIT 5 LAW OFFICES DRINKER BIDDLE & REATH LLP PHILADELPHIA NATIONAL BANK BUILDING 1345 CHESTNUT STREET PHILADELPHIA, PA 19107-3496 TELEPHONE: (215) 988-2700 FAX: (215) 988-2757 December 4, 1997 Moore Products Co. Sumneytown Pike Spring House, PA 19477 Gentlemen: We have acted as counsel to Moore Products Co. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of the Company's Registration Statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement") relating to 50,000 shares of Common Shares of the Company, par value $1.00 per share (the "Shares"), issuable upon the exercise of options granted under the Company's 1997 Non-Employee Directors' Equity Incentive Plan (the "Plan"). In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Company's Articles of Incorporation, its By-Laws, resolutions of its Board of Directors and shareholders, the Plan, and such other documents and corporate records as we have deemed appropriate in the circumstances. Based upon the foregoing and consideration of such questions of law as we have deemed relevant, we are of the opinion that the issuance of the Shares by the Company upon the exercise of stock options properly granted under the Plan has been duly authorized by the necessary corporate action of the Board of Directors and shareholders of the Company, and such Shares, upon exercise of such options and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable by the Company. The opinions expressed herein are limited to the federal laws of the United States and the laws of Pennsylvania. -9- We consent to the use of this opinion as an exhibit to the Registration Statement. This does not constitute a consent under Section 7 of the Securities Act of 1933 since we have not certified any part of such Registration Statement and do not otherwise come within the categories of persons whose consent is required under said Section 7 or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ DRINKER BIDDLE & REATH LLP ----------------------------------- DRINKER BIDDLE & REATH LLP -10- EX-23.(A) 3 CONSENT EXHIBIT 23(a) Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-_____) pertaining to the Moore Products Co. 1997 Non-Employee Directors' Equity Incentive Plan of our report dated January 31, 1997, with respect to the consolidated financial statements of Moore Products Co. incorporated by reference 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 Philadelphia, Pennsylvania December 8, 1997 -----END PRIVACY-ENHANCED MESSAGE-----