As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TB WOOD'S CORPORATION
(Exact name of Company as specified in its charter)
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<S> <C> <C>
Delaware 440 North Fifth Avenue 25-1771145
Chambersburg, Pennsylvania 17201
(I.R.S. Employer
(State of Incorporation) (Address of principal executive offices) (Zip Code) Identification Number)
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TB WOOD'S CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full Title of the Plan)
Mr. Michael L. Hurt
President
TB Wood's Corporation
440 North Fifth Avenue
Chambersburg, Pennsylvania 17201
(Name and address of agent for service)
(717) 264-7161
(Telephone number, including area code, of agent for service)
Copy to:
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
Attention: David E. Schulman, Esquire
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 292,893 shares $9.00 $2,636,037 $908.98
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 on the basis of
$9.00 per share, the average of the high and low prices of the Company's
Common Stock as reported in the consolidated reporting system on June 27,
1996.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
Item 2. Company Information and Employee Plan Annual Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by TB Wood's Corporation
("the Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement as of their
respective dates:
1. Annual Report on Form 10-K filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), for the Company's fiscal year ended December 29, 1995.
2. Quarterly Report on Form 10-Q filed with the Commission
pursuant to the Exchange Act for the Company's fiscal quarter ended
March 28, 1996.
3. The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form 8-A filed
with the Commission on January 25, 1996 pursuant to Section 12(b) of
the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the
Commission of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or effects the
deregistration of the balance of such securities then remaining unsold shall be
deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Barton J. Winokur, a partner of Dechert Price & Rhoads, which performs
various legal services for the Company, owns 30,939 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
As permitted by the Delaware Law, the Company's Certificate of
Incorporation provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
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Law, relating to prohibited dividends or distributions or the repurchase or
redemption of stock or (iv) for any transaction from which the director derives
an improper personal benefit. In addition, the Company's By-laws provide for
indemnification of the Company's officers and directors to the fullest extent
permitted under Delaware law. Section 145 of the Delaware Law provides that a
corporation may indemnify any persons, including officers and directors, who
were or are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer, director,
employee or agent of such corporation or is or was serving at the request of
such corporation as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had no reasonable
cause to believe that his conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director actually and reasonably incurred. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
The directors and officers of the Company are insured against certain
liabilities under the Company's directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Document
--------- --------
5.1 Opinion of Dechert Price & Rhoads as to the legality of
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Dechert Price & Rhoads (contained in opinion filed
as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on Signature Page).
Item 9. Undertakings.
The undersigned Company 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;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
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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 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 this Registration Statement;
(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) of this section 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 Company pursuant to Section 13 or Section 15(d) of the
Exchange Act 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 remain unsold at the termination of
the offering; and
(4) that, for purposes of determining any liability under the
Securities Act, each filing of the Company'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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Company. Pursuant to the requirements of the Securities Act, the
Company 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 Chambersberg and Commonwealth of Pennsylvania on June
28, 1996.
TB WOOD'S CORPORATION
By: /s/ MICHAEL L. HURT
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Michael L. Hurt
President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Michael L. Hurt and David H. Halleen each of them, his true and lawful
attorneys-in-fact and agents each with full power of substitution and
resubstitution for him in any and all capacities to sign any and all amendments
(including pre- or post-effective amendments) to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, hereby ratifying and confirming all that
each such attorney-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue thereof.
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 dates indicated.
Signature Title Date
- --------- ----- ----
*
- --------------------------- Chairman of the Board June 28, 1996
Thomas C. Foley (Principal Executive
Officer)
*
- -------------------------- President and Director June 28, 1996
Michael L. Hurt (Principal Executive
Officer)
*
- ------------------------- Director June 28, 1996
Jean-Pierre L. Conte
*
- ------------------------- Director June 28, 1996
Craig R. Stapleton
*
- ------------------------ Vice President of June 28, 1996
David H. Halleen Finance, Treasurer and
Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
*By: /s/ MICHAEL L. HURT
---------------------
Michael L. Hurt
Attorney-in-fact
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EXHIBIT INDEX
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Exhibit No. Document Page
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5.1 Opinion of Dechert Price & Rhoads as to the legality
of securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Dechert Price & Rhoads included in
Exhibit 5.1.
24.1 Power of Attorney included on Signature Page.
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June 28, 1996
TB Wood's Corporation
440 North Fifth Avenue
Chambersburg, PA 17201
Re: TB Wood's Corporation
Registration Statement on Form S-8
Gentlemen and Ladies:
We have acted as counsel to TB Wood's Corporation, a Delaware
corporation (the "Company"), in connection with the registration by the Company
under the Securities Act of 1933, as amended (the "Securities Act"), of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), on a
Registration Statement on Form S-8 (the "Registration Statement").
The Registration Statement relates to the issuance and sale of
up to 292,893 shares of Common Stock pursuant to certain TB Wood's Corporation
Non-Qualified Stock Option Agreements comprising an employee benefit plan (the
"Plan"). Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Registration Statement.
As such counsel, we have made such legal and factual
examinations and inquiries as we have deemed advisable for the purpose of
rendering this opinion. Based upon the foregoing, it is our opinion that the
Common Stock, when issued, delivered and paid for in the manner described in the
Plan, will be validly issued, fully paid and non-assessable.
Our opinions contained herein relate solely to the Delaware
General Corporation Law, and we express no opinion herein concerning the laws of
any other jurisdiction.
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TB Wood's Corporation
June 28, 1996
Page 2
This opinion is rendered to the Company in connection with the
filing by the Company of the Registration Statement with the SEC pursuant to the
Securities Act and is solely for the benefit of the Company in connection with
such filing. The opinions expressed herein may not be used or relied on by any
other person, nor may this letter or any copies thereof be furnished to a third
party, filed with a government agency, quoted, cited or otherwise referred to
without our prior written consent, except as noted below.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
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CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated March 1, 1996
included in TB Wood's Corporation's Form 10-K filed on March 28, 1996 for the
year ended December 28, 1995 and to all references to our firm included in this
Registration Statement.
Arthur Andersen LLP
Atlanta, Georgia
June 28, 1996
