-----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, RVIKq6JZQ517ZuBcvrDOO2Y4hDDvgWh6rpVkp4J8DscwbOUph29EzTxb1YI2xbV9 R9A7QDCspGupp4OKVhRLqQ== 0000780571-97-000008.txt : 19970612 0000780571-97-000008.hdr.sgml : 19970612 ACCESSION NUMBER: 0000780571-97-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970610 EFFECTIVENESS DATE: 19970610 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITRON INC /WA/ CENTRAL INDEX KEY: 0000780571 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 911011792 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-28933 FILM NUMBER: 97622151 BUSINESS ADDRESS: STREET 1: NORTH 2818 SULLIVAN ROAD CITY: SPOKANE STATE: WA ZIP: 99216 BUSINESS PHONE: 509-891-3523 MAIL ADDRESS: STREET 1: 2818 NORTH SULLIVAN ROAD CITY: SPOKANE STATE: WA ZIP: 99216 S-8 1 As filed with the Securities and Exchange Commission on June 10, 1997 Registration No. 333-______ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- ITRON, INC. (Exact name of Registrant as specified in its charter) Washington 91-1011792 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
2818 N. Sullivan Road Spokane, Washington 99216-1897 (Address of Principal Executive Offices)(Zip Code) ITRON, INC. 1989 RESTATED STOCK OPTION PLAN (Full title of the plan) -------------------------- David G. Remington Chief Financial Officer ITRON, INC. 2818 N. Sullivan Road P.O. Box 15288 Spokane, Washington 99216-1897 (509) 924-9900 (Name, address and telephone number of agent for service) ---------------------- Copy to: Linda A. Schoemaker Perkins Coie 1201 Third Avenue, 40th Floor Seattle, Washington 98101-3099 (206) 583-8888 ----------------------
CALCULATION OF REGISTRATION FEE - ---------------------------- -------------- ------------------------ -------------------------- --------------------- Title of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of to Be Registered Registered Offering Price Per Aggregate Offering Registration Fee Share(1) Price(1) - ---------------------------- -------------- ------------------------ -------------------------- --------------------- - ---------------------------- -------------- ------------------------ -------------------------- --------------------- Common Stock, no par 1,800,000 value(2) shares (3) $ 25.8125 $ 46,462,500 $ 14,080 - ---------------------------- -------------- ------------------------ -------------------------- --------------------- (1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the amount of the registration fee. The price per share is estimated to be $25.8125 based on the average of the high ($26.25) and low ($25.375) sales prices for the Common Stock on June 3, 1997, as reported by the Nasdaq National Market. (2) Including associated Common Stock Purchase Rights. (3) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Plan as the result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock of the Company.
- -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference in this Registration Statement: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1996 filed with the Securities and Exchange Commission (the "Commission"), which contains audited financial statements for the most recent year for which such statements have been filed; 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; 3. The Company's Current Reports on Form 8-K dated March 18, 1997 and May 2, 1997; and 4. The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Commission on September 18, 1993, including any amendments or reports filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act authorize a court to award, or a corporation's board of directors to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"). Section 10 of the Registrant's Restated Bylaws provides for indemnification of the Registrant's directors, officers, employees and agents to the maximum extent permitted by Washington law. Certain of the directors of the Registrant, who are affiliated with principal shareholders of the Registrant, also may be indemnified by such shareholders against liability they may incur in their capacity as a director of the Registrant, including pursuant to a liability insurance policy for such purpose. Section 23B.08.320 of the Washington Business Corporation Act authorizes a corporation to limit a director's liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except in certain circumstances involving intentional misconduct, self-dealing or illegal corporate loans or distributions, or any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled. Article 9 of the Registrant's Restated Articles of Incorporation contains provisions implementing, to the fullest extent permitted by Washington law, such limitations on a director's liability to the Registrant and its shareholders. The Registrant has entered into an Indemnification Agreement with each of its executive officers and directors in which the Registrant agrees to hold harmless and indemnify the officer or director to the full extent permitted by Washington law. In addition, the Registrant agrees to indemnify the officer or director against any and all losses, claims, damages, liabilities or expenses incurred in connection with any actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, in which the officer or director is, was or becomes involved by reason of the fact that the officer or director is or was a director, officer, employee or agent of the Registrant, or that being or having been such a director, officer, employee or agent, such director is or was serving at the request of the Registrant as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action (or inaction) by the officer or director in an official capacity as a director, officer, employee, trustee or agent or in any other capacity while serving as a director, officer, employee, trustee or agent. The officer or director is not indemnified for any action, suit, claim or proceeding instituted by or at the direction of the officer or director unless such action, suit, claim or proceeding is or was authorized by the Registrant's Board of Directors or unless the action is to enforce the provisions of the Indemnification Agreement. No indemnity pursuant to the Indemnification Agreements may be provided by the Registrant on account of any suit in which a final, unappealable judgment is rendered against an officer or director for an accounting of profits made from the purchase or sale by the officer or director of securities of the Registrant in violation of the provisions of Section 16(b) of the Exchange Act, or for damages that have been paid directly to the officer or director by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Registrant. Officers and directors of the Registrant are covered by insurance (with certain exceptions and certain limitations) that indemnifies them against losses and liabilities arising from certain alleged "wrongful acts," including alleged errors or misstatements, or certain other alleged wrongful acts or omissions constituting neglect or breach of duty.
Item 8. EXHIBITS Exhibit Number Description - --------------------- ------------------------------------------------------------------------------------- 5.1 Opinion of Perkins Coie regarding legality of the Common Stock being registered 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Perkins Coie (included in opinion filed as Exhibit 5.1) 24.1 Power of Attorney 99.1 1989 Restated Stock Option Plan (incorporated by reference to Appendix A to the Registrant's Proxy Statement dated April 4, 1997 relating to its 1997 annual shareholders meeting)
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 of the Securities Act. (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 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 this Registration Statement or any material change to such information in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 there of. C. Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer of 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 Securities Act and will be governed by the final adjudication of such issue. 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 Spokane, State of Washington, on the 6th day of June, 1977. ITRON, INC. /s/ David G. Remington By: DAVID G. REMINGTONl Officer Chief Financial Officer POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes Johnny M. Humphreys and David G. Remington, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments, and any amendment thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on the 6th day of June, 1997
Signature Title /s/ Paul A. Redmond Chairman of the Board - ------------------------------------------------------ Paul A. Redmond /s/ Johnny M. Humphreys President, Chief Executive Officer and Director - ------------------------------------------------------ (Principal Executive Officer) Johnny M. Humphreys /s/ David G. Remington Chief Financial Officer (Principal Financial - ------------------------------------------------------ and Accounting Officer) David G. Remington /s/ Michael B. Bracy Director - ------------------------------------------------------ Michael B. Bracy /s/ Ted C. DeMerritt Director - ------------------------------------------------------ Ted C. DeMerritt /s/ Jon E. Eliassen Director - ------------------------------------------------------ Jon E. Eliassen /s/ Mary Ann Peters Director - ------------------------------------------------------ Mary Ann Peters /s/ Stuart Edward White Director - ------------------------------------------------------ Stuart Edward White /s/ Graham M. Wilson Director - --------------------------------------------------------- Graham M. Wilson
INDEX TO EXHIBITS Exhibit Number Description - --------------------- ------------------------------------------------------------------------------------- 5.1 Opinion of Perkins Coie regarding legality of the Common Stock being registered 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Perkins Coie (included in Exhibit 5.1) 24.1 Power of Attorney (see Signature Page) 99.1 1989 Restated Stock Option Plan (incorporated by reference to Appendix A to the Registrant's Proxy Statement dated April 4, 1997 relating to its 1997 annual shareholders meeting)
EX-5 2 Exhibit 5.1 [Perkins Coie Letterhead] June 6, 1997 Itron, Inc. P.O. Box 15288 Spokane, Washington 99215 Re: Registration Statement On Form S-8 Gentlemen and Ladies: We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), which you are filing with the Securities and Exchange Commission with respect to an additional 1,800,000 shares of Common Stock, no par value per share (the "Additional Shares"), which may be issued under the Itron, Inc. 1989 Restated Stock Option Plan (the "Plan"). We have examined the Registration Statement and such documents and records of the Company and other documents as we have deemed necessary for the purpose of this opinion. Based upon and subject to the foregoing, we are of the opinion that the Additional Shares that may be issued upon the exercise of stock options granted or to be granted pursuant to the Plan have been duly authorized and that, upon the due execution by the Company and the registration by its registrars of the Additional Shares and the sale thereof by the Company in accordance with the terms of the Plan, and the receipt of the consideration therefor in accordance with the terms of the Plan, the Additional Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, PERKINS COIE :syh EX-23 3 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Itron, Inc.'s Registration Statement on Form S-8 of our report dated February 7, 1997, appearing in the Annual Report on Form 10-K of Itron, Inc. for the year ended December 31, 1996. DELOITTE & TOUCHE LLP Seattle, Washington June 6, 1997 -----END PRIVACY-ENHANCED MESSAGE-----