-----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, MBa1QSwC71ermvOl9Lo6LbCgrd57hvW8Eb6TLmRr0id+OoqgtuA6A4+XxdZ22xPQ ++wbuUpccgGRlT9okBae4g== 0000950152-97-004439.txt : 19970612 0000950152-97-004439.hdr.sgml : 19970612 ACCESSION NUMBER: 0000950152-97-004439 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970611 EFFECTIVENESS DATE: 19970611 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CABLE CORP /DE/ CENTRAL INDEX KEY: 0000886035 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 311351333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-28965 FILM NUMBER: 97622279 BUSINESS ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 BUSINESS PHONE: 6065728000 S-8 1 GENERAL CABLE CORPORATION S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1997 REGISTRATION NO. 333-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENERAL CABLE CORPORATION ------------------------- (Exact name of registrant as specified in its charter) DELAWARE 06-1398235 ------------ ------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4 TESSENEER DRIVE HIGHLAND HEIGHTS, KENTUCKY 41076 ------------------------------- (Address of principal executive offices including zip code) GENERAL CABLE CORPORATION 1997 STOCK INCENTIVE PLAN (Full title of the plan) ----------------------------- STEPHEN RABINOWITZ CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER GENERAL CABLE CORPORATION 4 TESSENEER DRIVE HIGHLAND HEIGHTS, KENTUCKY 41076 (606) 572-8000 ----------------- (Name, address and telephone number of agent for service) Copy To: ROBERT J. SIVERD, ESQ. RICHARD G. SCHMALZL, ESQ. EXECUTIVE VICE PRESIDENT, GENERAL GRAYDON, HEAD & RITCHEY COUNSEL AND SECRETARY 1900 FIFTH THIRD CENTER GENERAL CABLE CORPORATION 511 WALNUT STREET 4 TESSENEER DRIVE CINCINNATI, OHIO 45202 HIGHLAND HEIGHTS, KENTUCKY 41076 (513) 621-6464 (606) 572-8000 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 PRICE COMMON STOCK, PAR 1,310,150(1) $22.37(2) $29,308,055 $8,881 VALUE $.01 COMMON STOCK, PAR 1,139,850(3) $21.00(3) $23,936,850 $7,254 VALUE $.01
(1) Represents the total number of shares of General Cable Corporation common stock, par value $.01 per share, ("Common Stock") currently reserved or available for issuance or granted as awards pursuant to the General Cable Corporation 1997 Stock Incentive Plan (the "Plan"), less 1,139,850 shares issuable upon the exercise of stock options previously granted as described below in note (3). (2) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) and (h), based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on June 6, 1997. (3) Represents the total number of shares of Common Stock issuable upon the exercise of stock options granted to date under the Plan at an exercise price of $21.00 per share, in accordance with Rule 457(h). 2 General Cable Corporation (the "Registrant") is filing this Registration Statement on Form S-8 in order to register 2,450,000 shares of its common stock, par value $.01 ("Common Stock"), under the General Cable Corporation 1997 Stock Incentive Plan (the "Plan"). PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS. The documents containing the information required in Part I of the Registration Statement will be provided to each participant in the Plan as required by Rule 428(b)(1). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") in accordance with the instructions to Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. Item 3. Incorporation of Documents by Reference. The following documents, as filed with the Commission, are incorporated herein by reference: (i) The Registrant's latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that contains audited financial statements for the Registrant's latest fiscal year for which statements have been filed; and (ii) The description of the Registrant's Common Stock contained in Registrant's Form 8-A (File No. 1-12983), as filed with the Commission on May 14, 1997, pursuant to Section 12(b) of the Securities Exchange Act of 1934 as incorporated by reference from the Registrant's Form S-1 (File No. 333-22961) first filed with the Commission on March 7, 1997. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the Common Stock offered hereby has been passed upon by Robert J. Siverd, general counsel to the Company. Mr. Siverd has received 6,910 shares underlying stock awards and 33,000 shares underlying stock options under the Plan and may receive future grants under the Plan. Item 6. Indemnification of Directors and Officers. Pursuant to authority conferred by Section 102 of the Delaware General Corporation Law ("DGCL"), Article VII of the Registrant's Certificate of Incorporation contains provisions which eliminate personal liability of members of its board of directors for violations of their fiduciary duty of care. Neither the DGCL nor the Certificate of Incorporation, however, limits the liability of a 2 3 director for breaching his duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying a dividend or approving a stock repurchase under circumstances where such payment or repurchase is not permitted under the DGCL, or obtaining an improper personal benefit. Article VII of the Registrant's Certificate of Incorporation also provides that if the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, the liability of a director of the Registrant shall be eliminated or limited to the fullest extent permitted by the DGCL, as amended. In accordance with Section 145 of the DGCL, which provides for the indemnification of directors, officers and employees under certain circumstances, Article XIV of the Registrant's Bylaws provides that the Registrant is obligated to 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 (other than an action by or in the right of the Registrant in which such person has been adjudged liable to the Registrant) by reason of the fact that he is or was a director, officer or employee of the Registrant, or is or was a director, officer or employee of the Registrant serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses, judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of any action, suit or proceeding by or in the right of the Registrant in which a claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant, such person shall be indemnified only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought has determined that such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. The Registrant currently maintains an insurance policy that provides coverage pursuant to which the Registrant is to be reimbursed for amounts it may be required or permitted by law to pay to indemnify directors and officers. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit Description of Exhibit 4.1 Certificate of Incorporation of General Cable Corporation 4.2 Bylaws of General Cable Corporation 5.1 Opinion of Robert J. Siverd 23.1 Consent of Robert J. Siverd (included in opinion) 23.2 Consent of Deloitte & Touche LLP 3 4 Item 9. Undertakings A. INDEMNIFICATION 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 provisions referred to in Item 6, 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 that 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 mater 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. B. SUBSEQUENT EXCHANGE OF DOCUMENTS 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 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. OTHER 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; (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 more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; 4 5 (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 1(i) and 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 with or furnished to the Commission 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 remains unsold at the termination of the offering. 5 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 Highland Heights, Commonwealth of Kentucky, on this 9th day of June, 1997. GENERAL CABLE CORPORATION By: /s/ Stephen Rabinowitz ------------------------ Stephen Rabinowitz 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 in the capacities and on the date indicated. June 9, 1997 /s/ Stephen Rabinowitz ------------------------- Stephen Rabinowitz Chairman, President and Chief Executive Officer (principal executive officer) June 9, 1997 /s/ Gregory B. Kenny ------------------------- Gregory B. Kenny Executive Vice President, Chief Operating Officer and Director June 9, 1997 /s/ Kevin J. Doyle ------------------------- Kevin J. Doyle Director June 9, 1997 /s/ David A. Roper ------------------------ David A. Roper Director June 9, 1997 /s/ Christopher F. Virgulak ---------------------------- Christopher F. Virgulak Chief Financial Officer (principal accounting and financial officer)
6 7 INDEX TO EXHIBITS Exhibit Description of Exhibit 4.1 Certificate of Incorporation of General Cable Corporation Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (File No. 333-22961) as amended, declared effective by the SEC on May 15, 1997, and incorporated by reference herein. 4.2 Bylaws of General Cable Corporation Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (File No. 333-22961) as amended, declared effective by the SEC on May 15, and incorporated by reference herein. 5.1 Opinion of Robert J. Siverd 23.1 Consent of Robert J. Siverd (included in opinion) 23.2 Consent of Deloitte & Touche LLP 7 EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 Robert J. Siverd Executive Vice President, General Counsel and Secretary Telephone: (606) 572-8890 Facsimile: (606) 572-8444 June 9, 1997 General Cable Corporation 4 Tesseneer Drive Highland Heights, KY 41076 RE: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: I am General Counsel of General Cable Corporation, a Delaware corporation (the "Company"), and have acted as counsel to the Company in connection with the registration under the Securities Act of 1933, as amended, on Form S-8 (the "Registration Statement") of up to 2,450,000 shares of the Company's Common Stock, $.01 par value (the "Shares") issuable under the General Cable Corporation 1997 Stock Incentive Plan (the "Plan"). As counsel for the Company, I have made such legal and factual examinations and inquiries as I deemed advisable for the purpose of rendering this opinion. In addition, I have examined such documents and materials, including the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, and other corporate records of the Company as I have deemed necessary and appropriate for the purpose of this opinion. On the basis of the foregoing, I am of the opinion that the 2,450,000 shares of Common Stock of the Company registered for issuance pursuant to the Registration Statement, are currently validly authorized and, when issued as contemplated by the Registration Statement, will be legally issued, fully paid and nonassessable shares of Common Stock of the Company. I hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto. Very truly yours, /s/ Robert J. Siverd RJS\jad 8 EX-23.2 3 EXHIBIT 23.2 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of General Cable Corporation on Form S-8 of our report dated February 7, 1997, except for note 19, for which the date is April 18, 1997, appearing in Amendment No. 3 to Registration Statement No. 333-22961 on Form S-1 of General Cable Corporation. /s/ Deloitte & Touche LLP Cincinnati, Ohio June 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----