S-8 1 c74434sv8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 31, 2003 Registration No. 333-_______ -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- IDEX CORPORATION (Exact name of registrant as specified in its charter) ------------------- DELAWARE 36-3555336 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 630 DUNDEE ROAD, SUITE 400 NORTHBROOK, ILLINOIS 60062 (Address of principal executive offices) --------------- SECOND AMENDED AND RESTATED 1996 STOCK OPTION PLAN FOR NON-OFFICER KEY EMPLOYEES OF IDEX CORPORATION (full title of the plan) --------------- Copy to: WAYNE P. SAYATOVIC CHRISTOPHER LUEKING Senior Vice President - Finance, Latham & Watkins Chief Financial Officer and Secretary Sears Tower, Suite 5800 IDEX Corporation Chicago, Illinois 60606 630 Dundee Road, Suite 400 (312) 876-7700 Northbrook, Illinois 60062 Counsel to Registrant (847) 498-7070 ------------------- CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered Registered (1) Offering Price Aggregate Registration Per Share (2) Offering Price(2) Fee ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 550,000 shares $28.02 $15,411,000 $1,418 -----------------------------------------------------------------------------------------------------------------------------------
(1) The Second Amended and Restated 1996 Stock Option Plan for Non-Officer Key Employees of IDEX Corporation (the "Plan") authorizes the issuance of a maximum of 2,200,000 shares of common stock of IDEX Corporation (the "Company") plus substitutions or adjustments to shares to account for any change in corporate capitalization, such as a stock split, any merger, consolidation, recapitalization or other distribution of stock or property of which 1,650,000 shares have already been registered on December 23, 1996 pursuant to Form S-8 Registration No. 333-18643 after giving affect to certain stock splits and on September 28, 2001 pursuant to Form S-8 Registration No. 333-70452. Only the 550,000 newly authorized shares under the Plan are being registered hereunder. (2) Estimated solely for purposes of computing the registration fee for the 550,000 additional shares being registered hereunder. Pursuant to Rule 457(c), the proposed Maximum Offering Price Per Share is based on the average of the high and low trading prices of the Company's common stock on the New York Stock Exchange on January 29, 2003, which was $28.02 per share. --------------------------- Pursuant to Rule 429, the prospectus that is part of this Registration Statement also relates to Registration Statement Nos. 333-70452 and 333-18643. EXPLANATORY NOTE This Registration Statement covers 550,000 additional shares of our common stock reserved for issuance under the Second Amended and Restated 1996 Stock Option Plan for Non-Officer Key Employees of IDEX Corporation (the "Plan"). Effective March 26, 2002, the Compensation Committee of our Board of Directors adopted an amendment and restatement of the Plan which increased the number of shares reserved for issuance thereunder by 550,000 shares. On December 23, 1996 we filed with the Securities and Exchange Commission (the "Commission") Form S-8 Registration Statement No. 333-18643 (the "1996 Prior Registration Statement"), covering an aggregate of 800,000 shares issuable under the Plan, which had increased to an aggregate of 1,200,000 shares after giving effect to stock splits. On September 28, 2001 we filed with the Securities and Exchange Commission Form S-8 Registration Statement No. 333-70452 (the "2001 Prior Registration Statement" and together with the 1996 Prior Registration Statement, the "Prior Registration Statements"). The contents of the Prior Registration Statements are incorporated by reference herein to the extent not modified or superseded thereby or by any subsequently filed document which is incorporated by reference herein or therein. The Items below contain information required in this registration that was not included in the Prior Registration Statements. PART I ITEM 1. PLAN INFORMATION Not required to be filed with this Registration Statement. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION Not required to be filed with this Registration Statement. PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The documents listed below have been filed by the Company with the Commission and are incorporated in this Registration Statement by reference: a. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed on March 4, 2002; b. The Company's Proxy Statement, filed on March 4, 2002; c. The Company's Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2002, filed on May 7, 2002, for the quarterly period ended June 30, 2002, filed on August 13, 2002 and for the quarterly period ended September 30, 2002, filed on November 14, 2002; d. The Company's Current Reports on Form 8-K, filed on April 10, 2002, April 16, 2002, August 14, 2002 and January 10, 2003; e. All other reports filed by us pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of our fiscal year ended December 31, 2001; and f. The description of the Company's Common Stock contained in our Registration Statement on Form 8-A filed on April 19, 1996 (File No. 1-10235) pursuant to Section 12 of the Securities Exchange Act of 1934. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing 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 of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that 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 of this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 8. EXHIBITS See EXHIBIT INDEX. 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 Northbrook, state of Illinois, on this 31st day of January, 2003. IDEX CORPORATION By: /s/ Wayne P. Sayatovic ------------------------------- Wayne P. Sayatovic Senior Vice President - Finance and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis K. Williams and Wayne P. Sayatovic or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements 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, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURES TITLES DATE ---------- ------ ---- /s/ Dennis K. Williams Chairman of the Board of January 31, 2003 ----------------------------- Directors, President and Dennis K. Williams Chief Executive Officer (Principal Executive Officer) and Director /s/ Wayne P. Sayatovic Senior Vice President - January 31, 2003 ----------------------------- Finance and Chief Financial Wayne P. Sayatovic Officer (Principal Financial and Accounting Officer) /s/ Bradley J. Bell Director January 31, 2003 ----------------------------- Bradley J. Bell /s/ Gregory B. Kenny Director January 31, 2003 ----------------------------- Gregory B. Kenny /s/ William H. Luers Director January 31, 2003 ----------------------------- William H. Luers /s/ Paul E. Raether Director January 31, 2003 ----------------------------- Paul E. Raether /s/ Neil A. Springer Director January 31, 2003 ----------------------------- Neil A. Springer /s/ Michael T. Tokarz Director January 31, 2003 ----------------------------- Michael T. Tokarz
IDEX CORPORATION EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ---------------------- 4.1 Second Amended And Restated 1996 Stock Option Plan For Non-Officer Key Employees Of IDEX Corporation 5.1 Opinion and Consent of Latham & Watkins 23.1 Consent of Independent Auditors 23.2 Consent of Latham & Watkins (included in their opinion filed as Exhibit 5.1) 24.1 Power of Attorney (included in the signature page to the Registration Statement)