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As filed with the Securities and Exchange Commission on May 31, 1994
Registration No. 33-
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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UNITED INDUSTRIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-2081809
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or No.)
Organization)
18 East 48th Street
New York, New York 10017
(212) 752-8787
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
UNITED INDUSTRIAL CORPORATION
1994 STOCK OPTION PLAN
(Full Title of Plan)
Howard M. Bloch
Vice President
United Industrial Corporation
18 East 48th Street
New York, New York 10017
(212) 752-8787
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Ted S. Waksman, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered(1) Share(2) Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per
share 600,000 shares $5.50 $3,300,000 $1,137.93
<FN>
(1) Plus such indeterminate number of shares of Common Stock of the Registrant as may be issued to prevent dilution resulting
from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, based upon the closing price of the
Registrant's Common Stock as reported on the New York Stock Exchange Composite Tape on May 26, 1994.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1.
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as
specified by Rule 428(b)(1). Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").
Item 2.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration
Statement (which documents are incorporated by reference in this
Section 10(a) Prospectus), other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional information
about the United Industrial Corporation 1994 Stock Option Plan and its
administrators are available without charge by contacting:
Howard M. Bloch
United Industrial Corporation
18 East 48th Street
New York, New York 10017
(212) 752-8787
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by United
Industrial Corporation (the "Company") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994.
(c) The description of the Company's Common Stock, par
value $1.00 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-B filed with the Commission pursuant
to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Generally, Section 145 of the General Corporation Law of the
State of Delaware permits a corporation to indemnify certain persons
made a party to an action, by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise. In
the case of an action by or in the right of the corporation, no
indemnification may be made in respect of any matter as to which that
person was adjudged liable for negligence or misconduct in the
performance of that person's duty to the corporation unless the
Delaware Court of Chancery or the court in which the action was
brought determines that despite the adjudication of liability that
person is fairly and reasonably entitled to indemnity for proper
expenses. To the extent that person has been successful in the
defense of any matter, that person shall be indemnified against
expenses actually and reasonably incurred by him.
Section D of Article SEVENTH of the Restated Certificate of
Incorporation of the Company provides that the Company shall indemnify
any and all of its directors or officers or former directors or
officers or any person who may have served at its request as a
director or officer of another corporation in which the Company owns
shares of capital stock or of which it is a creditor against expenses
actually and necessarily
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incurred by them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been directors or officers or a
director or officer of the Company, or of such other corporation,
except in relation to matters as to which any such director or officer
or former director or officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct
in the performance of duty.
Section 10 of Article III of the Company's By-Laws provides
that each director and officer of the Company (and his heirs,
executors and administrators) shall be indemnified by the Company
against reasonable expenses incurred by him in connection with or
arising out of any action, suit or proceeding to which he may be made
a party by reason of his being or having been a director or officer of
the Company (whether or not he is a director or officer at the time of
incurring such expenses), such expenses to include the amounts paid or
incurred in connection with reasonable settlements (other than amounts
paid to the Company itself) made with a view to curtailment of the
costs of litigation. The Company shall not, however, indemnify such
director or officer with respect to matters as to which he shall be
finally adjudged in any such action, suit or proceeding to have been
derelict in the performance of his duty as such director or officer,
nor in respect to any matter on which any settlement or compromise is
effected, if the total expense in connection therewith, including the
amount of such settlement, shall substantially exceed the expense
which might reasonably have been paid out or incurred by such director
or officer in conducting such litigation to a final conclusion. In no
event shall anything herein contained be so construed as to protect or
to authorize the Corporation to indemnify any such director or officer
against any liability to the Corporation or to its security holders to
which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Both the Company's Restated Certificate of Incorporation and
By-Laws provide that the respective rights of indemnification shall
not be exclusive of other rights to which any director or officer may
be entitled as a matter of law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company as disclosed above, the Company has been
informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) - Restated Certificate of Incorporation of the
Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993).
4(b) - By-Laws of the Company (incorporated by reference
to the Company's Annual Report on Form 10-K for
the year ended December 31, 1989).
4(c) - United Industrial Corporation 1994 Stock Option
Plan (incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1993).
5 - Opinion of Weil, Gotshal & Manges.
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23(a) - Consent of Ernst & Young.
23(b) - Consent of Weil, Gotshal & Manges (included in
Exhibit 5).
24 - Power of Attorney (included as part of the
signature page to this Registration Statement and
incorporated herein by reference).
ITEM 9. UNDERTAKINGS.
(a) 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;
(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;
(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 paragraph (a)(1)(i) and (a)(1)(ii)
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do not apply if the information required to be included in a
post-effective amendment by the foregoing paragraphs is
contained in periodic reports filed 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, 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.
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(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.
(b) The undersigned 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 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.
---- ----
(c) 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
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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.
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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 New York,
State of New York, on this 31st day of May, 1994.
UNITED INDUSTRIAL CORPORATION
By: /s/ Howard M. Bloch
----------------------------
Name: Howard M. Bloch
Title: Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Bernard Fein
and Howard M. Bloch acting individually, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
--------- ----- ----
/s/ Bernard Fein President, Chairman of the May 31, 1994
-----------------------
Bernard Fein Board and Director (Principal
Executive Officer)
/s/ Howard M. Bloch Vice President, Treasurer May 31, 1994
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Howard M. Bloch and Director (Principal
Financial and Accounting Officer)
/s/ Richard S. Bierman Director May 31, 1994
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Rick S. Bierman
/s/ Maurice Rosenthal Director May 31, 1994
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Maurice Rosenthal
/s/ Myron Simons Director May 31, 1994
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Myron Simons
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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4(a) - Restated Certificate of Incorporation of
the Company, as amended (incorporated by
reference to the Company's Annual Report
on Form 10-K for the year ended December
31, 1993).
4(b) - By-Laws of the Company (incorporated by
reference to the Company's Annual Report
on Form 10-K for the year ended December
31, 1989).
4(c) - United Industrial Corporation 1994 Stock
Option Plan (incorporated by reference
to the Company's Annual Report on Form
10-K for the year ended December 31,
1993).
5 - Opinion of Weil, Gotshal & Manges.
23(a) - Consent of Ernst & Young.
23(b) - Consent of Weil, Gotshal & Manges
(included in Exhibit 5).
24 - Power of Attorney (included as part of
the signature page to this Registration
Statement and incorporated herein by
reference).
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Exhibit 5
WEIL, GOTSHAL & MANGES
A Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
Writer's Direct Line
May 31, 1994
United Industrial Corporation
18 East 48th Street
New York, NY 10017
Gentlemen:
We have acted as counsel to United Industrial Corporation, a
Delaware corporation (the "Company"), in connection with the
preparation and filing of the Registration Statement of the Company on
Form S-8 under the Securities Act of 1933 (the "Registration
Statement"). Terms defined in the Registration Statement and not
otherwise defined herein are used herein with the meanings as so
defined.
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such
corporate records, agreements, documents and other instruments, and
such certificates or comparable documents of public officials and of
officers and representatives of the Company, and have made such
inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinions hereinafter set
forth.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to all questions of fact
material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers
and representatives of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the 600,000 shares of Common
Stock, par value $1.00 per share, of the Company (the "Common Stock")
to be issued and sold by the Company
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United Industrial Corporation
May 31, 1994
Page
pursuant to the Registration Statement, have been duly authorized and,
when issued and sold as contemplated by the Registration Statement and
the United Industrial Corporation 1994 Stock Option Plan will be
validly issued, fully paid and nonassessable.
This opinion is rendered solely for your benefit in
connection with the transactions described above. This opinion may
not be used or relied upon by any other person and may not be
disclosed, quoted, filed with a governmental agency or otherwise
referred to without our prior written consent.
We hereby consent to be named in the Prospectus as the
attorneys who have passed upon the legality of the securities being
offered thereby and to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
WEIL, GOTSHAL & MANGES
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Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the 1994 Stock Option
Plan of United Industrial Corporation of our report dated March 2,
1994, with respect to the consolidated financial statements and
schedules of United Industrial Corporation included and incorporated
by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG
New York, New York
May 27, 1994
