-----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, L2fq175yPp3YiwMHBgdSSj6VWu2QbvzqmRKuGhJVBsKAaaYOHVxtjfXfHIVPCSgZ SA5A1ODffB86KEhxYpyaHA== 0000950135-96-003457.txt : 19960813 0000950135-96-003457.hdr.sgml : 19960813 ACCESSION NUMBER: 0000950135-96-003457 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960812 EFFECTIVENESS DATE: 19960831 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUGAT INC CENTRAL INDEX KEY: 0000008462 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 042022285 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09971 FILM NUMBER: 96608238 BUSINESS ADDRESS: STREET 1: 89 FORBES BLVD STREET 2: P O BOX 448 CITY: MANSFIELD STATE: MA ZIP: 02048 BUSINESS PHONE: 5085434300 S-8 1 AUGAT, INC. 1996 STOCK RETAINER PLAN FORM S-8 1 As filed with the Securities and Exchange Commission August 12, 1996 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUGAT INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2022285 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) POST OFFICE BOX 448, 89 FORBES BOULEVARD MANSFIELD, MASSACHUSETTS 02048 (Address of Principal Executive Offices) (Zip Code) 1996 STOCK RETAINER PLAN FOR NONEMPLOYEE DIRECTORS (Full title of the plan) F. GORDON BITTER VICE PRESIDENT AND CHIEF FINANCIAL OFFICER AUGAT INC. P.O. BOX 448 89 FORBES BOULEVARD MANSFIELD, MASSACHUSETTS 02048 (Name and address of agent for service) (508) 543-4300 (Telephone number, including area code, of agent for service) ================================================================================ CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Securities Amount to be maximum offering maximum aggregate Amount of to be Registered Registered price per share offering price registration fee -------------------- ------------ ---------------- ----------------- ---------------- - ------------------------------------------------------------------------------------------------------------- Common Stock, $.10 par value 50,000 shares(1) $18.25(2) $912,500(2) $314.66(3) - ------------------------------------------------------------------------------------------------------------- - -------------- (1) To be offered by the Registrant pursuant to the Plan described herein. (2) Estimated solely for the purpose of calculating the registration fee, and based upon the average of the high and low prices of the Registrant's Common Stock on the New York Stock Exchange on August 8, 1996 in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933. (3) Computed in accordance with Securities Act Rules 457(c) and (h).
================================================================================ 2 PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the 1996 Stock Retainer Plan for Nonemployee Directors of Augat Inc., a Massachusetts corporation (the "Registrant") pursuant to Rule 428(b)(1). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. ----------------------------------------------- The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission. The following documents, which are filed with the Securities and Exchange Commission, are incorporated in this Prospectus by reference: (1) The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 (as amended, the "Securities Act"), that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (1) above. (3) The description of the Common Stock, par value $.10 per share ("Common Stock"), contained in a registration statement filed under the Exchange Act, 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 Exchange Act prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. Item 4. Description of Securities. ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- The legality of the Common Stock offered by this registration statement will be passed upon for the Closing by Hale and Dorr (a company which includes professional corporations), 3 60 State Street, Boston, Massachusetts 02109. Thomas E. Neely, Clerk of the Registrant, is a partner of Hale and Dorr. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Section 67 of Chapter 156B of the General Laws of Massachusetts (such chapter, the "Massachusetts Business Corporation Law") permits a Massachusetts corporation to indemnify its directors, officers, employees and other agents to whatever extent specified in or authorized by the articles of organization, a by-law adopted by the stockholders or a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Except as otherwise provided in the articles of organization or the by-laws, any of these persons who are not directors may be indemnified to the extent authorized by the directors. Indemnification may include payment of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, and may be provided although the person is no longer affiliated with the corporation. No indemnification shall be provided, however, for any person with respect to any matter as to which such person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that an action was in the best interests of the corporation. A corporation also has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the corporation against any liability incurred by such person in any such capacity, or arising out of their status as such, whether or not the corporation would have the power to indemnify such person against such liability. The Registrant has purchased a general liability insurance policy which covers certain liabilities of directors and officers of the Registrant arising out of claims based on acts or omissions in their capacity as directors or officers and for which they are not indemnified by the Registrant. The Registrant's Articles of Organization provide that a director of the Registrant shall not be personally liable to either the Registrant or the Registrant's shareholders for monetary damages resulting from a breach of fiduciary duty as a director, to the fullest extent permitted by the Massachusetts Business Corporation Law. Section 13(b) of the Massachusetts Business Corporation Law, as amended, permits a Massachusetts corporation to provide in its articles of organization that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any of the following: (a) Breaches of the director's duty of loyalty to the corporation or its shareholders; (b) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; 4 (c) Acts covered by Sections 61 or 62 of the Massachusetts Business Corporation Law (which relate generally to the liability of directors for authorizing distributions to shareholders in violation of the corporation's Articles of Organization, at a time when the corporation is insolvent, or which render the corporation insolvent; and the liability of directors for approving loans to officers or directors of the corporation which are not repaid and which were not approved or ratified by a majority of disinterested directors or shareholders); and (d) Transactions from which the director derived an improper personal benefit. Under the Registrant's By-Laws, the Registrant must indemnify each director and officer against all liabilities and expenses reasonably incurred in connection with any suit or proceeding in which such director or officer may be a party defendant or with which such person may be threatened or otherwise involved by reason of their being or having been a director or officer of the Registrant (or, at the request of the Registrant, of another organization), except in relation to matters as to which any such director or officer is finally adjudged to have been liable for negligence or misconduct in the performance of his duty. No indemnity will be made, however, with respect to any amounts paid in compromise or settlement unless the Board of Directors determines that the officer or director was not liable for negligence or misconduct in the performance of their duty in connection with the matter out of which the compromise or settlement arose. Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. Item 9. Undertakings. ------------ 1. The Registrant hereby undertakes: (a) 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent 5 post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (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 (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by reference in the registration statement. (b) That, for the purpose of determining any liability under the Securities Act, 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. (c) 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. 2. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. 3. Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES 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 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 Town of Mansfield, Commonwealth of Massachusetts on the 8th day of August, 1996. AUGAT INC. By: /s/ John N. Lemasters ------------------------- John N. Lemasters Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Augat Inc. hereby severally constitute John N. Lemasters, F. Gordon Bitter and Thomas E. Neely, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Augat Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. 7 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 dates indicated.
Signature Title Date --------- ----- ---- John N. Lemasters Chairman of the Board, Chief ) _______________________ Officer and Director (Principal ) John N. Lemasters Executive Officer) ) F. Gordon Bitter Vice President and Chief Financial ) _______________________ Officer (Principal Financial Officer ) F. Gordon Bitter and Accounting Officer) ) Marcel P. Joseph President, Chief Operating Officer ) _______________________ and Director ) Marcel P. Joseph ) Thomas C. McDermott Director ) August 8, 1996 _______________________ ) Thomas C. McDermott ) David V. Ragone Director ) _______________________ ) David V. Ragone ) Alan J. Zakon Director ) _______________________ ) Alan J. Zakon ) Jerald G. Fishman Director ) _______________________ ) Jerald G. Fishman ) John D. Curtin, Jr. Director ) _______________________ ) John D. Curtin, Jr. ) Bruce L. Crockett Director ) _______________________ ) Bruce L. Crockett )
8 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 3.1 Restated Articles of Organization of the Registrant (incorporated herein by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995, filed March 28, 1996). 3.2 By-Laws of the Registrant, as amended, (incorporated herein by reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 1987). 4.1 (a) Specimen Certificate representing shares of the Registrant's $.10 par value Common Stock (incorporated herein by reference to Exhibit 4(a) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988). (b) Trust Indenture dated as of August 2, 1988 between Augat Inc. and The Chase Manhattan Bank, N.A. as Trustee, (incorporated by reference to Exhibit 2 of the Registrant's Registration Statement on Form 8-A, dated August 2, 1988). 5.1* Opinion of Hale and Dorr. 23.1* Consent of Hale and Dorr (included in Exhibit 5.1). 23.2* Consent of Deloitte & Touche LLP. 24.1* Power of Attorney (see signature pages of this Registration Statement). - -------------- * Filed herewith. All other exhibits previously filed. EX-5.1 2 OPINION OF HALE AND DORR 1 Exhibit 5.1 ----------- Hale and Dorr 60 State Street Boston, MA 02109 August 12, 1996 Augat Inc. P.O. Box 448 89 Forbes Boulevard Mansfield, MA 02048 Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 50,000 shares of Common Stock, $.10 par value per share (the "Shares"), of Augat Inc., a Massachusetts corporation (the "Company"), issuable under the Company's 1996 Stock Retainer Plan for Nonemployee Directors (the "Plan"). We have examined the Restated Articles of Organization and amended By-Laws of the Company, the Registration Statement and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance under the Plan and the Shares, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement. Very truly yours, /s/ HALE AND DORR HALE AND DORR EX-23.2 3 CONSENT OF DELOITTE & TOUCHE, L.L.P. 1 Exhibit 23.2 ------------ Independent Auditors' Consent Augat Inc. We consent to the incorporation by reference in this Registration Statement of Augat Inc. on Form S-8 of our report dated January 30, 1996 appearing in the Annual Report on Form 10-K of Augat Inc. for the year ended December 31, 1995. Deloitte & Touche LLP Boston, Massachusetts August 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----