-----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, Wla2M4VYTaZiBoTScMq/KW9BIg+Jyc4fv8cL1WX4DGeZ4Y4ERZzmdoGybDuOWC7e jc6Q/rCpGDmHqIF9rimIyw== 0001171520-03-000282.txt : 20030911 0001171520-03-000282.hdr.sgml : 20030911 20030911151100 ACCESSION NUMBER: 0001171520-03-000282 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030911 EFFECTIVENESS DATE: 20030911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATTS INDUSTRIES INC CENTRAL INDEX KEY: 0000795403 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 042916536 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-108699 FILM NUMBER: 03891860 BUSINESS ADDRESS: STREET 1: 815 CHESTNUT ST CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 9786881811 MAIL ADDRESS: STREET 1: 815 CHESTNUT STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 S-8 1 eps1265.txt WATTS INDUSTRIES, INC. As filed with the Securities and Exchange Commission on September 11, 2003 Registration Statement No. 333-___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- WATTS INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 04-2916536 (State of Incorporation) (I.R.S. Employer Identification Number) 815 Chestnut Street North Andover, Massachusetts 01845 (978) 688-1811 (Address, including zip code and telephone number, including area code, of Registrant's principal executive offices) WATTS INDUSTRIES, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN (Full Title of the Plan) ---------------------------- Lester J. Taufen, Esq. General Counsel Watts Industries, Inc. 815 Chestnut Street North Andover, Massachusetts 01845 (978) 688-1811 (Name, address, including zip code and telephone number, including area code, of agent for service) --------------------------- With copy to: Robert P. Whalen, Jr., P.C. Goodwin Procter LLP Exchange Place Boston, Massachusetts 02109-2881 (617) 570-1000 --------------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Title of Each Class of Proposed Maximum Aggregate Amount of Securities to be Registered Offering Price(1)(2) Registration Fee - -------------------------------------------------------------------------------- Deferred Compensation....... $1,000,000 $80.90 ================================================================================ (1) This estimate is made pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the estimated amount of compensation being deferred under the plan. Estimated for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of obligations to be offered or sold pursuant to the deferred compensation plan described herein. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Watts Industries, Inc. (the "Company") hereby incorporates by reference the following documents which have previously been filed with the Securities and Exchange Commission (the "Commission"): o the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003; o the Company's Current Report on Form 8-K, filed on May 19, 2003; o the Company's Current Report on Form 8-K, filed on May 15, 2003; o the Company's Proxy Statement filed on April 17, 2003 for the stockholders meeting held on May 20, 2003; o the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003; o the Company's Current Report on Form 8-K, filed on March 26, 2003; o the Company's Annual Report on Form 10-K for the year ended December 31, 2002; and o the description of the Company's Class A Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 22, 1995 pursuant to the Securities Exchange Act of 1934 and all amendments and reports updating the description. In addition, all documents subsequently filed with the Commission by the Company pursuant to Sections 13(a) and 13(c), Section 14 and Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment thereto that indicates that all securities offered hereunder have been sold or that 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 such documents. Item 4. Description of Securities. Under the Watts Industries, Inc. Non-Qualified Deferred Compensation Plan (the "Plan"), the Company will provide certain management and highly compensated employees of the Company (each a "Participant") the opportunity to defer a specified percentage of their compensation. The securities being registered represent obligations (the "Obligations") of the Company under the Plan to pay in the future to the Participants in the Plan the value of the deferred compensation. The Obligations may also represent amounts that the Company credits to a Participant's account under the Plan. Amounts credited (or charged) to a Participant's account are credited (or charged) with notional earnings (or losses) based on investment measurement options under the Plan. The Obligations are payable in cash upon retirement or the occurrence of other specified triggering events in a lump sum distribution or in installments, at the election of the Participant made in accordance with the Plan. There is no trading market for the Obligations. The Obligations are unsecured general obligations of the Company and rank PARI PASSU with other unsecured and unsubordinated indebtedness of the Company. The Obligations may not be sold, assigned, hypothecated, alienated, encumbered or in any way transferred or conveyed in advance of receipt. Any attempt by any person to transfer or assign benefits under the Plan other than a claim for benefits by a Participant or his or her beneficiary(ies), will be null and void. The Obligations are not convertible into any other security of the Company. No trustee has been appointed to take action with respect to the Obligations and each Participant in the Plan will be responsible for enforcing his or her own rights with respect to the Obligations. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the corporation's request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of expenses, including attorneys' fees but excluding judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit. And with the further limitation that in these actions, no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of the person's duties to the corporation, unless a court believes that in light of all the circumstances indemnification should apply. In accordance with Section 145 of the Delaware General Corporation Law, Article X of the Restated Certificate of Incorporation, as amended, of the Company provides that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Article V of the Amended and Restated By-laws of the Company provides for indemnification by the Company of its directors, officers and certain non-officer employees under certain circumstances against expenses (including attorneys fees) judgments, fines and amounts paid in settlement reasonably incurred in connection with the defense or settlement of any threatened, pending or completed legal proceeding in which any such person is involved by reason of the fact that such person is or was a director, an officer or an employee of the Company, or is acting in any capacity with other entities at the request of the Company, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to criminal actions or proceedings, that such person had no reasonable cause to believe his or her conduct was unlawful. Section 145(g) of the Delaware General Corporation Law and Article V of the Amended and Restated By-laws of the Company provide that the Company shall have the power to purchase and maintain insurance on behalf of its officers, directors, employees and agents, against any liability asserted against and incurred by such persons in any such capacity. The Company has obtained insurance covering its directors and officers against losses and insuring the Company against certain of its obligations to indemnify its directors and officers. 2 Item 8. Exhibits. The following is a complete list of exhibits filed or incorporated by reference as part of this Registration Statement. Exhibit - ------- 5.1 Opinion of Goodwin Procter LLP.* 23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1). 23.2 Consent of KPMG LLP.* 24.1 Power of Attorney (included on the signature page). - ---------- * Filed herewith. Item 9. Undertakings. (a) The Company hereby undertakes: (1) To file, during any period in which offers 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, as amended (the "Securities Act"); (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 mater than a 20% change in the maximum aggregate offering price set forth in "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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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 undersigned registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (2) That, for the purposes 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; and 3 (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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company'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 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. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefor, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act, 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 North Andover, The Commonwealth of Massachusetts, on September 11, 2003. WATTS INDUSTRIES, INC. By: /s/ Patrick S. O'Keefe ---------------------------------- Patrick S. O'Keefe Chief Executive Officer and Director KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Patrick S. O'Keefe and William C. McCartney as such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Patrick S. O'Keefe Chief Executive Officer and September 11, 2003 - ---------------------- Director (Principal Executive Patrick S. O'Keefe Officer) /s/ William C. McCartney Chief Financial Officer, September 11, 2003 - ------------------------ Treasurer and Secretary William C. McCartney (Principal Financial Officer and PrincipalAccounting Officer) /s/ Timothy P. Horne Director September 11, 2003 - -------------------- Timothy P. Horne /s/ Kenneth J. McAvoy Director September 11, 2003 - --------------------- Kenneth J. McAvoy /s/ Gordon W. Moran Director September 11, 2003 - ------------------- Gordon W. Moran 5 /s/ Daniel W. Murphy Director September 11, 2003 - -------------------- Daniel J. Murphy /s/ Roger A. Young Director September 11, 2003 - ------------------ Roger A. Young /s/ John K. McGillicuddy Director September 11, 2003 - ------------------------ John K. McGillicuddy 6 EXHIBIT INDEX Exhibit No. Description --- ----------- 5.1 -- Opinion of Goodwin Procter LLP.* 23.1 -- Consent of Goodwin Procter LLP (included in Exhibit 5.1). 23.2 -- Consent of KPMG LLP.* 24.1 -- Power of Attorney (included on the signature page). - ---------- * Filed herewith. 7 EX-5.1 3 ex5-1.txt EXHIBIT 5.1 [GOODWIN PROCTER LLP LETTERHEAD] September 11, 2003 Watts Industries, Inc. 815 Chestnut Street North Andover, Massachusetts 01845 Re: Legality of Securities to be Registered Under Registration Statement on Form S-8 Ladies and Gentlemen: This opinion is furnished in connection with the registration statement on Form S-8 (the "Registration Statement") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of deferred compensation obligations (the "Obligations") of Watts Industries, Inc., a Delaware corporation (the "Company"). The Obligations will be offered under the Watts Industries, Inc. Non-qualified Deferred Compensation Plan (the "Plan") to a select group of management or highly compensated employees of the Company. In connection with rendering this opinion, we have examined (i) the Restated Certificate of Incorporation of the Company, as amended, as on file with the Secretary of State of the State of Delaware, (ii) the Amended and Restated By-laws of the Company, as amended, (iii) such records of the corporate proceedings of the Company as we deemed material, (iv) the Registration Statement and the exhibits thereto, (v) the Plan, and (vi) such other certificates, receipts, records and documents as we considered necessary for the purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as certified, photostatic or facsimile copies, the authenticity of the originals of such copies and the authenticity of telephonic confirmations of public officials and others. As to facts material to our opinion, we have relied upon certificates or telephonic confirmations of public officials and certificates, documents, statements and other information of the Company or representatives or officers thereof. We are attorneys admitted to practice in The Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdictions other than the laws of the United States of America and The Commonwealth of Massachusetts and the Delaware General Corporation Law (which includes applicable provisions of the Delaware General Corporation Law and reported judicial decisions interpreting the Delaware General Corporation Law and Watts Industries, Inc. September 11, 2003 Page 2 applicable provisions of the Delaware Constitution), and also express no opinion with respect to the blue sky or securities laws of any state, including Massachusetts and Delaware. Based on the foregoing, we are of the opinion that the Obligations, when established pursuant to the terms of the Plan, will be duly authorized and validly issued and will be legal, valid and binding unsecured general obligations of the Company enforceable in accordance with their terms and the terms of the Plan, except as and to the extent such enforceability (a) may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally, and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This opinion shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association's Business Law Section as published in 53 Business Lawyer 831 (May 1998). The opinions expressed herein are being furnished to you solely for your benefit in connection with the Registration Statement, and may not be used or relied upon by you for any other purpose, nor may this opinion be quoted from, circulated, relied upon or otherwise referred to, by any other person or entity without our prior written consent. This opinion is given as of the date first set forth above, and we assume no obligation to update this opinion. We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ GOODWIN PROCTER LLP GOODWIN PROCTER LLP EX-23.2 4 ex23-2.txt EXHIBIT 23.2 INDEPENDENT AUDITOR'S CONSENT The Board of Directors Watts Industries, Inc.: We consent to the incorporation by reference in the registration statement on Form S-8 of Watts Industries, Inc. of our report dated February 12, 2003 except as to note 19, which is as of March 25, 2003, with respect to the consolidated balance sheets of Watts Industries, Inc. and subsidiaries as of December 31, 2002, and 2001, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2002, which report appears in the December 31, 2002 annual report on Form 10-K of Watts Industries, Inc. /s/ KPMG LLP Boston, Massachusetts September 10, 2003 -----END PRIVACY-ENHANCED MESSAGE-----