-----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, GF2xDnNSi9FGhhHAevf3bm8Yj1KGc+Bvb5ABC6z5GhTUQjEvv1+5YIJtItnJJLy9 bxCuPrEcSh4q2Tzr93r5uQ== 0000950152-98-005970.txt : 19980716 0000950152-98-005970.hdr.sgml : 19980716 ACCESSION NUMBER: 0000950152-98-005970 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980715 EFFECTIVENESS DATE: 19980715 SROS: NONE 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: SEC FILE NUMBER: 333-59125 FILM NUMBER: 98666599 BUSINESS ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 BUSINESS PHONE: 6065728000 S-8 1 GENERAL CABLE CORPORATION-1997 STOCK PLAN FORM S-8 1
As filed with the Securities and Exchange Commission on July 15, 1998. 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 4 Tesseneer Drive 06-1398235 (State or other jurisdiction of Highland Heights, Kentucky 41076 (I.R.S. Employer incorporation or organization) (Address of Principal Executive Offices) (Zip Code) Identification Number) 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, including zip code and telephone number, including area code, of agent for service) Copies of Communications to: ROBERT J. SIVERD, ESQUIRE FRANCIS E. DEHEL, ESQUIRE Executive Vice President, General Counsel and Secretary Blank Rome Comisky & McCauley LLP General Cable Corporation One Logan Square 4 Tesseneer Drive Philadelphia, Pennsylvania 19103-6998 Highland Heights, Kentucky 41076 (215) 569-5500 (606) 572-8890 CALCULATION OF REGISTRATION FEE =============================================================================================================================== Proposed Proposed maximum maximum Title of securities Amount to be offering price aggregate Amount of to be registered registered(1) per share offering price registration fee - ------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 1,050,000 $ 27.28 (2) $28,644,000.00 (2) $8,260.00 per share =============================================================================================================================== (1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of shares as may be issued pursuant to stock splits, stock dividends and certain anti-dilution provisions contained in the Plans. (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 General Cable Corporation common stock, par value $.01 per share (the "Common Stock") on the New York Stock Exchange on July 13, 1998. Rule 429 Legend: The prospectus which will be used in connection with the sale of the securities covered by this Registration Statement issued pursuant to the General Cable Corporation 1997 Stock Incentive Plan will also be used in connection with the sale of securities covered by Registration Statement on Form S-8 (Registration No. 333- 28965) filed with the Securities and Exchange Commission (the "Commission") on June 11, 1997.
2 The purpose of this Registration Statement is to register an additional 1,050,000 shares of Common Stock for issuance pursuant to the General Cable Corporation 1997 Stock Incentive Plan (the "Plan") as a result of an amendment to such Plan. Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333- 28965, filed with the Commission on June 11, 1997, are incorporated herein by reference, except Item 5 is amended and restated in its entirety as set forth below. Item 5. Interest of Named Experts and Counsel - --------------------------------------------- The validity of the Common Stock offered hereby has been passed upon by Robert J. Siverd, Executive Vice President, General Counsel and Secretary to the Company. Mr. Siverd has received 12,615 shares underlying stock awards and 57,000 shares underlying stock options under the Plan and may receive future grants under the Plan. Item 8. Exhibits - ----------------- The following exhibits are filed as part of this Registration Statement or, where so indicated, have been previously filed and are incorporated herein by reference.
Exhibit No. Description ----------- ----------- 5.1 Opinion of Robert J. Siverd, Esquire. 23.1 Consent of Robert J. Siverd, Esquire (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP. 24.1 Power of Attorney (included on signature page).
2 3 SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Highland Heights, Kentucky on this 13th day of July, 1998. GENERAL CABLE CORPORATION By: /s/ Stephen Rabinowitz ------------------------------ Stephen Rabinowitz Chairman, President and Chief Executive Officer Each person whose signature appears below hereby authorizes Stephen Rabinowitz to file one or more Amendments, including Post-Effective Amendments, to this Registration Statement, which Amendments may make such changes as Stephen Rabinowitz deems appropriate, and each person whose signature appears below, individually and in each capacity stated below hereby appoints Stephen Rabinowitz as attorney-in-fact to execute in his name and on his behalf any such Amendments to this Registration Statement. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE Capacity Date - --------------------------------------- ------------------------------ ------------- /s/ Stephen Rabinowitz Chairman, President and July 13, 1998 - --------------------------------------- Chief Executive Officer Stephen Rabinowitz (Principal Executive Officer) /s/ Christopher F. Virgulak Executive Vice President, July 13, 1998 - --------------------------------------- Chief Financial Officer and Christopher F. Virgulak Treasurer (Principal Financial and Accounting Officer) /s/ Gregory B. Kenny Executive Vice President and July 13, 1998 - --------------------------------------- Chief Operating Officer and Gregory B. Kenny Director
3 4
SIGNATURE Capacity Date - --------------------------------------- ------------------------------ ------------- /s/ Gregory E. Lawton Director July 13, 1998 - --------------------------------------- Gregory E. Lawton /s/ Jeffrey Noddle Director July 13, 1998 - --------------------------------------- Jeffrey Noddle /s/ Robert L. Smialek Director July 13, 1998 - --------------------------------------- Robert L. Smialek /s/ John E. Welsh, III Director July 13, 1998 - --------------------------------------- John E. Welsh, III
4 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 July 13, 1998 General Cable Corporation 4 Tesseneer Drive Highland Heights, KY 41076 RE: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: I am Executive Vice President, General Counsel and Secretary 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 1,050,000 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 1,050,000 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 Plan and 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, Robert J. Siverd 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 January 28, 1998, appearing in the Annual Report on Form 10-K of General Cable Corporation for the year ended December 31, 1997. Deloitte & Touche LLP Cincinnati, Ohio July 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----