-----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, GH9zMrL5p89JrrApbbsyI9bJocC084I6qD2DA6kv/B11gJOOTw2dtyr/LlrskwJr 8+a1qeR4SHSsy5b9zKdokQ== 0001171520-03-000271.txt : 20030902 0001171520-03-000271.hdr.sgml : 20030901 20030902160410 ACCESSION NUMBER: 0001171520-03-000271 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030829 FILED AS OF DATE: 20030902 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WATTS INDUSTRIES INC CENTRAL INDEX KEY: 0000795403 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 042916536 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 815 CHESTNUT ST CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 9786881811 MAIL ADDRESS: STREET 1: 815 CHESTNUT STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELLIOTT ERNEST E CENTRAL INDEX KEY: 0001234684 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11499 FILM NUMBER: 03876513 BUSINESS ADDRESS: STREET 1: WATTS INDUSTRIES INC STREET 2: ROUTE 815 CHESTNUT ST CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 9786881811 MAIL ADDRESS: STREET 1: WATTS INDUSTRIES INC STREET 2: ROUTE 815 CHESTNUT ST CITY: NORTH ANDOVER STATE: MA ZIP: 01845 4 1 eps1260_ex.xml X0201 4 2003-08-29 0 0000795403 WATTS INDUSTRIES INC WTS 0001234684 ELLIOTT ERNEST E C/O WATTS INDUSTRIES INC 815 CHESTNUT ST NORTH ANDOVER MA 01845 0 1 0 0 Executive VP of Marketing Class A Common Stock 2003-08-29 4 M 0 2700 15.35 A 4615 D Class A Common Stock 2003-08-29 4 S 0 2700 18.60 D 1915 D Class A Common Stock 50 I By Spouse Incentive Stock Option 15.35 2003-08-29 4 M 0 2700 15.35 D 2004-09-01 Class A Common Stock 2700 8545 D Incentive Stock Option 15.107 2005-09-01 Class A Common Stock 16245 16245 D Restricted Stock Unit 7.7937 Class A Common Stock 4410 4410 D Incentive Stock Option 16.40 2007-08-05 Class A Common Stock 19340 19340 D Restricted Stock Unit 12.30 Class A Common Stock 3063 3063 D Incentive Stock Option 11.916 2006-08-06 Class A Common Stock 12279 12279 D Restricted Stock Unit 7.984 Class A Common Stock 7116 7116 D Incentive Stock Option 12.441 2009-08-10 Class A Common Stock 18565 18565 D Restricted Stock Unit 8.336 Class A Common Stock 4970 4970 D Incentive Stock Option 11.375 2010-07-25 Class A Common Stock 15000 15000 D Restricted Stock Unit 9.547 Class A Common Stock 3021 3021 D Restricted Stock Unit 10.00 Class A Common Stock 4195 4195 D Incentive Stock Option 15.45 2011-08-20 Class A Common Stock 15000 15000 D Restricted Stock Unit 9.3667 Class A Common Stock 2187 2187 D Incentive Stock Option 15.75 2012-07-24 Class A Common Stock 15000 15000 D Restricted Stock Unit 10.51 Class A Common Stock 6066 6066 D Incentive Stock Option 17.50 2013-08-06 Class A Common Stock 15000 15000 D Granted pursuant to the Watts Industries, Inc. 1986 Incentive Stock Option plan in a transaction exempt from Section 16b of the Exchange Act. 16,245 shares currently exercisable. 16,245 shares currently exercisable. Awarded pursuant to the Watts Industries, Inc. Management Stock Purchase Plan in a transaction exempt under Rule 16b-3(d) promulgated under the Exchange Act. RSUs are awarded in lieu of all or a portion of the reporting person's annual bonus at the reporting person's election at a price equal to 75% of the fair market value of the Class A common Stock on the date of award. Restricted Stock Units (RSUs) vest three years from the date of award and entitle the owner to one share of Class A Common Stock for each vested RSU on such date or a later date if a deferral period was selected by such owner. All or a portion of the non-vested RSUs will be canceled in the event of termination of employment, death or permanent disability. 19,340 shares are currently exercisable. Granted pursuant to the Watts Industries, Inc. 1996 Stock Option Plan in a transaction exempt from Section 16b of the Exchange Act. 12,279 shares are currently exercisable. Awarded pursuant to the Watts Industries, Inc. Management Stock Purchase Plan in a transaction exempt under Rule 16b-3(d) promulgated under the Exchange Act. RSUs are awarded in lieu of all or a portion of the reporting person's annual bonus at the reporting person's election at a price equal to 67% of the fair market value of the Class A Common Stock on the date of award. 3,713 shares exercisable on each of August 10th, 2000, 2001, 2002, 2003 and 2004. The number of shares underlying options and exercise prices and the number of shares underlying Restricted Stock Units (RSUs) and the price of such RSUs were adjusted equally for all of the Company's Class A Common Stock to reflect the Company's spin-off of CIRCOR International, Inc. on October 18, 1999. Shareholders of the Company received a dividend of one share of common stock in CIRCOR for every two shares of Company common stock. The dividend and options/RSUs adjustment are exempt in accordance with Rule 16a-9(a) under the Exchange Act. 3,000 shares exercisable on each of July 25, 2001, 2002, 2003, 2004, 2005. 3,000 shares exercisable on each of August 20, 2002, 2003, 2004, 2005, and 2006. 3,000 shares exercisable on each July 24, 2003, 2004, 2005, 2006 and 2007. 3,000 shares exercisable on each August 6, 2004, 2005, 2006, 2007, and 2008. Shares acquired pursuant to the cashless exercise of stock options. Lester J. Taufen for Ernest E. Elliot per attached limited power of attorney 2003-09-02 EX-24.1 3 ex24-1.txt POWER OF ATTORNEY Exhibit 24.1 LIMITED POWER OF ATTORNEY FOR SECTION 16(a) FILINGS Know all by these presents, that the undersigned hereby constitutes and appoints each of William C. McCartney, Lester J. Taufen, and Ronald W. Gorski, signing singly, the undersigned's only true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or stockholder of Watts Industries, Inc. (the "Company"), Forms 3, 4, and 5 and amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and any amendments thereto and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever which, in the opinion of such attorney-in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the United States Securities and Exchange Commission as a confirming statement of the authority granted herein. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of August, 2002. /s/ Ernest Elliot ----------------------------- Ernest Elliot -----END PRIVACY-ENHANCED MESSAGE-----