-----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, CqrPFlJSVHKlpk6WIroly6zemRI+Y+MIJ+WZt1KU4A1cG1dB2ZDSftd9JHP3wH/9 0Nv97qIB1MSuTedleN6OOA== 0000950124-96-000258.txt : 19960118 0000950124-96-000258.hdr.sgml : 19960118 ACCESSION NUMBER: 0000950124-96-000258 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960117 EFFECTIVENESS DATE: 19960205 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGAL BELOIT CORP CENTRAL INDEX KEY: 0000082811 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 390875718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00237 FILM NUMBER: 96504233 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 S-8 1 S-8 1 Registration No. 33-_____ As filed with the Securities and Exchange Commission on January 17, 1996 ________________________________________________________________________________ FORM S-8 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.) 200 STATE STREET BELOIT, WISCONSIN 53511 (Address of Principal Executive Offices (ZIP Code) NONQUALIFIED DIRECTOR STOCK OPTION PLAN (Full title of the plan) Copy to: GERALD J. BERRES, ESQ. THOMAS W. O'BRIEN, ESQ. Vice President-Secretary Quarles & Brady General Counsel 411 East Wisconsin Avenue REGAL-BELOIT CORPORATION Milwaukee, Wisconsin 53202 200 State Street Beloit, Wisconsin 53511 (Name and address of agent for service) (608) 364-8800 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________________ PROPOSED PROPOSED MAXIMUM TITLE OF SECURITIES MAXIMUM AGGREGATE AMOUNT OF TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED(1) PER SHARE(1) PRICE(2) FEE ---------- ------------- ------------ -------- --- Common Stock, par value $0.01 per share 140,000 shares $7.50 $1,050,000 $362.07 ______________________________________________________________________________________________________
2 (1) On January 23, 1992, the Registrant's Board of Directors adopted a resolution granting each non-employee member of the Board of Directors a nonqualified stock option grant of 10,000 shares of the Registrant's common stock, at an exercise price equal to 100% of the closing price on that date as reported by the American Stock Exchange ("AMEX"). The closing price on that date was $15.00. The grant of shares under the Plan did not require the approval of the shareholders. On July 21, 1994, the Registrant's Board of Directors adopted a resolution approving a two-for-one stock split in the form of a 100% stock dividend payable on August 12, 1994. As a result of the resolution's "anti-dilution" provisions, each non-employee member of the Board of Directors' nonqualified stock option grant was increased to 20,000 shares of the Registrant's common stock and the exercise price was reduced from $15.00 per share to $7.50 per share. No options have been executed as of the date hereof. (2) Pursuant to Rule 457(h), calculated solely for the purpose of computing the registration fee, based upon the aggregate exercise price for all 140,000 shares underlying options granted on January 23, 1992 at $7.50 per share. 3 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or given to Plan participants as specified by Rule 428(b)(1) under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Regal-Beloit Corporation, a Wisconsin corporation (the "Registrant") (Commission File No. 1-7283), with the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly periods ending March 31, June 30 and September 30, 1995; and (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-B, dated June 10, 1994, and filed with the Commission on June 16, 1994, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. See Item 3(c) above. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant is incorporated under the Wisconsin Business Corporation Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Registrant is required to indemnify a director or officer, to the extent such person is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if such person was a party because he or she was a director or officer of the Registrant. In all other cases, the Registrant is required by Section 180.0851(2) of the WBCL to indemnify a director or officer against liability incurred in a proceeding to which such person was a party because he or she 4 was an officer or director of the Registrant, unless it is determined that he or she breached or failed to perform a duty owed to the Registrant and the breach or failure to perform constitutes: (i) a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful misconduct. Section 180.0858(1) of the WBCL provides that, subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under the Registrant's articles of incorporation, bylaws, a written agreement or a resolution of the Board of Directors or shareholders. Section 180.0859 of the WBCL provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance to the extent required or permitted under Sections 180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities. Section 180.0828 of the WBCL provides that, with certain exceptions, a director is not liable to a corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves that the breach or failure to perform constitutes any of the four exceptions to mandatory indemnification under Section 180.0851(2) referred to above. Under Section 180.0833 of the WBCL, directors of the Registrant against whom claims are asserted with respect to the declaration of an improper dividend or other distribution to shareholders to which they assented are entitled to contribution from other directors who assented to such distribution and from shareholders who knowingly accepted the improper distribution, as provided therein. Article VIII of the Registrant's Bylaws contains provisions that generally parallel the indemnification provisions of the WBCL and cover certain procedural matters not dealt with in the WBCL. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index following Signatures page in this Registration Statement, which Exhibit Index is incorporated herein by reference. 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 the Securities Act of 1933; -2- 5 (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; (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) 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 the 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 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 of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. (h) Reference is made to the indemnification provisions referred to in Item 6 of this Registration Statement. 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. -3- 6 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-8 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 December 29, 1995. REGAL-BELOIT CORPORATION (Registrant) By: /s/ Gerald J. Berres ----------------------------------- Gerald J. Berres Vice President - Secretary General Counsel __________________ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James L. Packard, Henry W. Knueppel, and Robert C. Burress, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his 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 other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting 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 to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully 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 date indicated.*
SIGNATURE TITLE /s/ James L. Packard - --------------------------------------------- Chairman, President, Chief Executive Officer James L. Packard and Director (Principal Executive Officer of the Registrant) /s/ Henry W. Knueppel - ---------------------------------------------- Executive Vice President - Operations and Director Henry W. Knueppel /s/ Robert C. Burress - ------------------------------------------------ Vice President - Chief Financial Officer Robert C. Burress (Principal Financial Officer of the Registrant) (Principal Accounting Officer of the Registrant)
S-1 7 /s/ Frank E Bauchiero Director - ------------------------------------------------ Frank E. Bauchiero Director - ------------------------------------------------ J. Reed Coleman /s/ John M. Eldred Director - ------------------------------------------------ John M. Eldred /s/ William M. Keefer Director - ------------------------------------------------ William M. Keefer /s/ John A. McKay Director - ------------------------------------------------ John A. McKay /s/ Elbert H. Neese Director - ------------------------------------------------ Elbert H. Neese /s/ G. Frederick Kasten, Jr. Director - ----------------------------------------------- G. Frederick Kasten, Jr.
*Each of these signatures is affixed as of December 29, 1995. S-2 8 REGAL-BELOIT CORPORATION (THE "REGISTRANT") (COMMISSION FILE NO. 1-7283) EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT
EXHIBIT INCORPORATED HEREIN FILED SEQUENTIAL NUMBER DESCRIPTION BY REFERENCE TO HEREWITH PAGE NO. 4.1 Articles of Incorporation Exhibit B to Regal- of the Registrant Beloit Corporation's Proxy Statement dated March 11, 1994 for its Annual Meeting of Stockholders on April 18, 1994 (the "1994 Proxy Statement") 4.2 Bylaws of the Registrant Exhibit C to the 1994 Proxy Statement 5 Opinion of Counsel X 9 23.1 Consent of Arthur Andersen & Co. X 11 23.2 Consent of Counsel Contained in 9 Opinion Filed as Exhibit 5 24 Powers of Attorney Signatures Page 7-8 to this Registration Statement
EI-1 EX-5 2 OPINION OF COUNSEL 1 Exhibit 5 December 29, 1995 Regal-Beloit Corporation 200 State Street Beloit, WI 53511 Gentlemen: I am providing this opinion in connection with the Registration Statement of Regal-Beloit Corporation (the "Company") on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), with respect to the proposed sale by the Company of up to 140,000 shares of Common Stock, par value $0.01 per share, of the Company (the "Shares") in the form of Stock Options under the Nonqualified Director Stock Option Plan (the "Plan"). I have examined (i) the Registration Statement; (ii) the Company's Articles of Incorporation and Bylaws, as amended to date; (iii) the Plan; (iv) corporate proceedings relating to the adoption of the Plan and the issuance of the Shares; and (v) such other documents and records as I have deemed necessary in order to render this opinion. In rendering this opinion, I have relied as to certain factual matters on certificates of officers of the Company and of state officials. Based upon the foregoing, it is my opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws of the State of Wisconsin. 2. The Shares, when issued (and in the case of Shares issued upon the exercise of options, paid for) as contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and non-assessable by the Company subject to the personal liability which may be imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts owing to employees for services performed, but not exceeding six months service in any one case. Although Section 180.0622(2)(b) provides that such personal liability of shareholders shall be "to an amount equal to the par value of shares owned by them respectively, and to the consideration for which their shares without par value was issued," the Wisconsin Supreme Court, by a split decision without a written opinion, has affirmed a judgment holding shareholders of a corporation liable under the substantially identical predecessor statute in effect prior to January 1, 1991 (Section 180.40(6)) for unpaid employee wages to an amount equal to the consideration for which their par value shares were issued rather than the shares' lower stated par value. Local 257 of Hotel and Restaurant Employees and Bartenders International Union v. Wilson Street East Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the 1983 decision of the Circuit Court for Dane County, Wisconsin, in Case No. 82-CV-0023). The Wisconsin Supreme Court has held that Section 180.40(6) applies to shareholders EI-2 2 Regal-Beloit Corporation December 29, 1995 Page 2 of foreign corporations licensed to do business in the State of Wisconsin, which the Company is, as well as to shareholders of domestic corporations. Joncas v. Krueger, 61 Wis. 2d 529, 213 N.W.2d 1 (1973). I consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving my consent, I do not admit that I am an "expert" within the meaning of Section 11 of the Act, or that I come within the category of persons whose consent is required by Section 7 of the Act. Very truly yours, /s/ Gerald J. Berres -------------------------- Gerald J. Berres Vice President - Secretary General Counsel EX-23.1 3 CONSENT OF ARTHUR ANDERSON 1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 1, 1995 included in Regal-Beloit Corporation's Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ----------------------- ARTHUR ANDERSEN LLP Milwaukee, Wisconsin, December 29, 1995. -----END PRIVACY-ENHANCED MESSAGE-----