-----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, ABiJdFX8P2xspQWzVLBGKCpMEWXdAKEAdWJZKD56QUOH5R9XWqazHWbve7HTt1Nm Ohwqo2zE3ZbCx5IuNKHjOg== 0000073568-98-000028.txt : 19981015 0000073568-98-000028.hdr.sgml : 19981015 ACCESSION NUMBER: 0000073568-98-000028 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981014 EFFECTIVENESS DATE: 19981014 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OAK INDUSTRIES INC CENTRAL INDEX KEY: 0000073568 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 361569000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65641 FILM NUMBER: 98725193 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: BAY COLONY CORP CENTER CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178900400 MAIL ADDRESS: STREET 1: BAY COLONY CORPORATE CENTER STREET 2: 1000 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02154 FORMER COMPANY: FORMER CONFORMED NAME: OAK ELECTRONETICS CORP DATE OF NAME CHANGE: 19720827 S-8 1 Registration No. 333-________ As filed with the Securities and Exchange Commission on October 14, 1998. - ------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ------------------- OAK INDUSTRIES INC. (Exact name of registrant as specified in its charter) DELAWARE 36-1569000 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1000 WINTER STREET, WALTHAM, MASSACHUSETTS 02451 (Address of Principal Executive Offices, including zip code) OAK INDUSTRIES INC. 1995 STOCK OPTION AND RESTRICTED STOCK PLAN (Full title of the Plan) ---------------------- MELA LEW, ESQ. Vice President, General Counsel and Secretary Oak Industries Inc. 1000 Winter Street Waltham, MA 02451 (781) 890-0400 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------- Proposed Title of Proposed Maximum of Securities Amount Maximum Aggregate Amount of to be to be Offering Price Offering Registration Registered Registered Per Share Price Fee - ------------------------------------------------------------------------------------- Common Stock 137,363 $38.25 (1) $ 5,254,134.75 (1) $ 1,549.97 $.01 par value shares Common Stock 6,000 27.5625 (1) 165,375.00 (1) 48.79 $.01 par value shares Common Stock 1,856,637 22.44 (2) 41,662,934.00 (2) 12,290.57 $.01 par value shares Totals 2,000,000 ------------ $47,082,443.75 $ 13,889.33 shares - -------------------------------------------------------------------------------------- (1) Such shares are issuable upon the exercise of outstanding options with fixed exercise prices. Pursuant to Rule 457(h)(1), the aggregate offering price and the fee has been computed upon the basis of the price at which the options may be exercised. (2) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on October 8, 1998, a date within five (5) business days of the filing of this Registration Statement.
PART II Oak Industries Inc. (the "Registrant") hereby incorporates by reference the contents of the Registrant's Registration Statement on Form S-8, File No. 33-59073, filed by the Registrant on May 3, 1995. Item. 8. Exhibits. The following is a complete list of exhibits filed or incorporated by reference as part of this Registration Statement. Exhibit 4 Oak Industries Inc. 1995 Stock Option and Restricted Stock Plan, as amended effective as of April 24, 1998, filed as Exhibit 10.1 to the Registrant's Form 10-Q dated May 12, 1998, is incorporated herein by this reference. 5 Opinion of Ropes and Gray as to the legality of the securities being registered. 23.1 Consent of Counsel (included in Exhibit 5 hereto). 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 24 Powers of Attorney. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of Waltham, Commonwealth of Massachusetts, on this 13th day of October, 1998. OAK INDUSTRIES INC. By: /S/ Coleman S. Hicks ---------------------- Coleman S. Hicks Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - ----------- ------- ------ /S/ William S. Antle III -------------------- Chairman of the Board, October 13, 1998 William S. Antle III President and Chief Executive Officer (Principal Executive Officer) /s/ Coleman S. Hicks ---------------------- Senior Vice President October 13, 1998 Coleman S. Hicks and Chief Financial Officer (Principal Financial Officer) * ---------------------- Vice Chairman of the October 13, 1998 Roderick M. Hills Board * ---------------------- Director October 13, 1998 Beth L. Bronner * ---------------------- Director October 13, 1998 Daniel W. Derbes * ---------------------- Director October 13, 1998 Gilbert E. Matthews * ---------------------- Director October 13, 1998 Christopher H. B. Mills * ---------------------- Director October 13, 1998 Elliot L. Richardson *By: /S/ Mela Lew October 13, 1998 ------------------ Mela Lew Attorney-in-Fact 8 4
EX-5 2 EXHIBIT 5 October 7, 1998 Oak Industries Inc. 1000 Winter Street Waltham, Massachusetts 02451 Ladies and Gentlemen: We have acted as special counsel for Oak Industries Inc., a Delaware corporation (the "Company") in connection with the preparation of a registration statement on Form S-8 and all exhibits thereto (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of an additional 2,000,000 shares of Common Stock, $.01 par value (the "Shares"). The Shares will be issuable upon the exercise of options granted pursuant to the Company's 1995 Stock Option Plan (the "Plan"). For purposes of this opinion, we have examined a copy of the Registration Statement; a copy of the Plan; the Charter and By-laws of the Company, each as amended to date; the votes of the Board of Directors and the stockholders of the Company approving and adopting the Plan; and such other documents and records as we deem necessary for purposes of this opinion. We have assumed that the Shares will be issued only in accordance with the terms of the Plan and that the consideration received by the Company for such shares will not be less than the par value per share of the Company's Common Stock. We have also assumed that the issuance of any such shares will not result in the issuance by the Company of more than its authorized shares of Common Stock. Based upon and subject to the foregoing, we are of the opinion that: 1. The Company is a duly organized and validly existing corporation under the laws of the State of Delaware. 2. The Shares, when issued pursuant to the terms and conditions of the Plan and upon receipt of the consideration therefor by the Company, will be validly issued and will be fully paid and nonassessable. In connection with any issue and sale of the Shares, steps should be taken to effect compliance with all applicable laws, rules and regulations of governmental authorities regulating sales and offerings of securities. We understand that this opinion is to be used in connection with the Registration Statement. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein. Very truly yours, /s/ Ropes and Gray EX-23.2 3 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 21, 1998 appearing on page 20 of Oak Industries Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997. PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts October 9, 1998 EX-24 4 Exhibit 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William S. Antle III, Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each of them, with full power to act without the other, her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead in any and all capacities (until revoked in writing) to execute and file Registration Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection with the registration by the Company of additional shares of common stock, $.01 par value, of the Company under the Oak Industries Inc. 1995 Stock Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, including pre- and post-effective amendments, with the Securities and Exchange Commission or any state securities commission or other governmental entity pertaining to such registration and sale, granted unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as she might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, his or her substitute, may lawfully do or cause to be done by virtue hereof. EXECUTED as of this 22nd day of July, 1998. /s/ Beth L. Bronner ------------------- Beth L. Bronner POWER OF ATTORNEY The undersigned hereby constitutes and appoints William S. Antle III, Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities (until revoked in writing) to execute and file Registration Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection with the registration by the Company of additional shares of common stock, $.01 par value, of the Company under the Oak Industries Inc. 1995 Stock Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, including pre- and post-effective amendments, with the Securities and Exchange Commission or any state securities commission or other governmental entity pertaining to such registration and sale, granted unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, his or her substitute, may lawfully do or cause to be done by virtue hereof. EXECUTED as of this 22nd day of July, 1998. /s/ Roderick M. Hills --------------------- Roderick M. Hills POWER OF ATTORNEY The undersigned hereby constitutes and appoints William S. Antle III, Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities (until revoked in writing) to execute and file Registration Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection with the registration by the Company of additional shares of common stock, $.01 par value, of the Company under the Oak Industries Inc. 1995 Stock Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, including pre- and post-effective amendments, with the Securities and Exchange Commission or any state securities commission or other governmental entity pertaining to such registration and sale, granted unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, his or her substitute, may lawfully do or cause to be done by virtue hereof. EXECUTED as of this 22nd day of July, 1998. /s/ Daniel W. Derbes ------------------ Daniel W. Derbes POWER OF ATTORNEY The undersigned hereby constitutes and appoints William S. Antle III, Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities (until revoked in writing) to execute and file Registration Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection with the registration by the Company of additional shares of common stock, $.01 par value, of the Company under the Oak Industries Inc. 1995 Stock Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, including pre- and post-effective amendments, with the Securities and Exchange Commission or any state securities commission or other governmental entity pertaining to such registration and sale, granted unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, his or her substitute, may lawfully do or cause to be done by virtue hereof. EXECUTED as of this 22nd day of July, 1998. /s/ Gilbert E. Matthews ----------------------- Gilbert E. Matthews POWER OF ATTORNEY The undersigned hereby constitutes and appoints William S. Antle III, Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities (until revoked in writing) to execute and file Registration Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection with the registration by the Company of additional shares of common stock, $.01 par value, of the Company under the Oak Industries Inc. 1995 Stock Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, including pre- and post-effective amendments, with the Securities and Exchange Commission or any state securities commission or other governmental entity pertaining to such registration and sale, granted unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, his or her substitute, may lawfully do or cause to be done by virtue hereof. EXECUTED as of this 22nd day of July, 1998. /s/ Christopher H.B. Mills --------------------------- Christopher H. B. Mills POWER OF ATTORNEY The undersigned hereby constitutes and appoints William S. Antle III, Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities (until revoked in writing) to execute and file Registration Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection with the registration by the Company of additional shares of common stock, $.01 par value, of the Company under the Oak Industries Inc. 1995 Stock Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, including pre- and post-effective amendments, with the Securities and Exchange Commission or any state securities commission or other governmental entity pertaining to such registration and sale, granted unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, his or her substitute, may lawfully do or cause to be done by virtue hereof. EXECUTED as of this 22nd day of July, 1998. /s/ Elliot L. Richardson ------------------------ Elliot L. Richardson -----END PRIVACY-ENHANCED MESSAGE-----