-----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, NKeXL4mjLihyLoBzajAXWMwvdzxOVyl7INqo0ETpsLVrwEP+TGdCLnbworIe6bh+ 1353YP8sCav0gTnZZbVdMA== 0000897069-02-000210.txt : 20020614 0000897069-02-000210.hdr.sgml : 20020614 20020312212549 ACCESSION NUMBER: 0000897069-02-000210 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020312 DATE AS OF CHANGE: 20020614 EFFECTIVENESS DATE: 20020312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGAL BELOIT CORP CENTRAL INDEX KEY: 0000082811 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 390875718 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-81968 FILM NUMBER: 02573797 BUSINESS ADDRESS: STREET 1: 200 STATE ST CITY: BELOIT STATE: WI ZIP: 53511 BUSINESS PHONE: 6083648800 MAIL ADDRESS: STREET 1: 200 STATE STREET CITY: BELOIT STATE: WI ZIP: 53511-6254 FORMER COMPANY: FORMER CONFORMED NAME: BELOIT TOOL CORP DATE OF NAME CHANGE: 19730522 FORMER COMPANY: FORMER CONFORMED NAME: RECORD A PUNCH CORP DATE OF NAME CHANGE: 19690320 POS462B 1 slp244.txt RULE 462(B) REGISTRATION STATEMENT Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------------------ REGAL-BELOIT CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 39-0875718 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Regal-Beloit Corporation 200 State Street Beloit, Wisconsin 53511-6254 (608) 364-8800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------------------- James L. Packard Chairman, President and Chief Executive Officer Regal-Beloit Corporation 200 State Street Beloit, Wisconsin 53511-6254 (608) 364-8800 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------------- with a copy to: Benjamin F. Garmer, III Charles M. Weber Foley & Lardner Quarles & Brady LLP 777 East Wisconsin Avenue 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Milwaukee, Wisconsin 53202 (414) 271-2400 (414) 277-5000 ------------------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. |_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| 333-81968 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Title of Each Class of Amount to Be Proposed Maximum Offering Proposed Maximum Aggregate Amount of Securities to Be Registered Registered(1) Price Per Share(2) Offering Price(2) Registration Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value, with attached Common Share 659,985 shares and $23.25 $15,344,651.25 $1,412 Purchase Rights................. rights ==================================================================================================================================== (1) Each share of Regal-Beloit Corporation Common Stock has attached thereto one Common Share Purchase Right. (2) Calculated pursuant to Rule 457 under the Securities Act of 1933. The value attributable to the Rights is reflected in the price of the Common Stock.
------------------------------------- This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933. ================================================================================ EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933. The contents of the Registration Statement on Form S-3 (Registration No. 333-81968) filed by Regal-Beloit Corporation with the Securities and Exchange Commission on February 1, 2002, as amended, which was declared effective on March 11, 2002, including the exhibits thereto, are incorporated herein by reference. 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beloit, State of Wisconsin, on March 12, 2002. REGAL-BELOIT CORPORATION By: /s/ James L. Packard ------------------------------------ James L. Packard Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ James L. Packard Chairman, President and Chief March 12, 2002 - --------------------------- Executive Officer and Director James L. Packard (Principal Executive Officer) /s/ Kenneth F. Kaplan Vice President, Chief Financial March 12, 2002 - --------------------------- Officer and Secretary (Principal Kenneth F. Kaplan Accounting and Financial Officer) /s/ Henry W. Knueppel Executive Vice President March 12, 2002 - --------------------------- and Director Henry W. Knueppel * Director March 12, 2002 - --------------------------- Frank Bauchiero * Director March 12, 2002 - --------------------------- J. Reed Coleman * Director March 12, 2002 - --------------------------- John M. Eldred * Director March 12, 2002 - --------------------------- Stephen Graff * Director March 12, 2002 - --------------------------- Paul W. Jones * Director March 12, 2002 - --------------------------- G. Frederick Kasten, Jr. * Director March 12, 2002 - --------------------------- John A. McKay *By: /s/ James L. Packard --------------------- James L. Packard Attorney-in-fact S-1 EXHIBIT INDEX Exhibit Number Document Description (5) Opinion of Foley & Lardner (including consent of counsel). (23.1) Consent of Arthur Andersen LLP. (23.2) Consent of Foley & Lardner (filed as part of Exhibit (5)). (24) Powers of Attorney relating to subsequent amendments [Incorporated by reference to Exhibit 24 to the Company's Registration Statement on Form S-3 (Reg. No. 333-81968)]. E-1 EX-5 3 slp244z.txt OPINION BRUSSELS [FOLEY & LARDNER LOGO] CHICAGO DENVER DETROIT JACKSONVILLE LOS ANGELES MADISON MILWAUKEE ORLANDO SACRAMENTO SAN DIEGO/DEL MAR SAN FRANCISCO TALLAHASSEE TAMPA WASHINGTON, D.C. WEST PALM BEACH March 12, 2002 Regal-Beloit Corporation 200 State Street Beloit, WI 53511-6254 Ladies and Gentlemen : We have acted as counsel for Regal-Beloit Corporation, a Wisconsin corporation (the "Company"), in conjunction with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the "Securities Act"), and relating to 659,985 shares of the Company's common stock, $.01 par value (the "Common Stock"), and related common share purchase rights (the "Rights"). The terms of the Rights are as set forth in that certain Rights Agreement, dated as of January 28, 2000, by and between the Company and Fleet National Bank (formerly BankBoston, N.A.), as Rights Agent (the "Rights Agreement"). In connection with our representation, we have examined: (i) the Registration Statement; (ii) the Company's Articles of Incorporation and Bylaws, as amended to date; (iii) the Rights Agreement; (iv) resolutions of the Company's Board of Directors and the action of a senior executive officer of the Company relating to the authorization of the issuance of the securities subject to the Registration Statement; and (v) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation validly existing under the laws of the State of Wisconsin. 2. The shares of Common Stock covered by the Registration Statement, when issued and paid for in the manner contemplated in the Registration Statement, will be validly issued, fully paid and nonassessable, except with respect to wage claims of, or other debts owing to, employees of the Company for services FOLEY & LARDNER 777 EAST WISCONSIN AVENUE, SUITE 3800 MILWAUKEE, WISCONSIN 53202-5367 TEL: 414.271.2400 FAX: 414.297.4900 WWW.FOLEYLARDNER.COM Regal-Beloit Corporation March 12, 2002 Page 2 performed, but not exceeding six months' service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law. 3. The Rights when issued pursuant to the terms of the Rights Agreement will be validly issued. We consent to the use of this opinion as an exhibit to the Registration Statement and the references to our firm therein. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/ Foley & Lardner FOLEY & LARDNER EX-23.1 4 slp244a.txt CONSENT OF ARTHUR ANDERSEN LLP Consent of Independent Public Accountants As independent public accountants, we hereby consent to the use of our report, included in this registration statement, and to the incorporation by reference in this registration statement of our report dated January 29, 2002, included in Regal-Beloit Corporation's Form 8-K dated February 1, 2002 and our reports dated January 25, 2001, included in Regal-Beloit Corporation's Form 10-K for the year ended December 31, 2000, and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Milwaukee, Wisconsin March 12, 2002 -----END PRIVACY-ENHANCED MESSAGE-----