<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1998
REGISTRATION NO. 333-51925
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METTLER-TOLEDO INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3596 13-3668641
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
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<TABLE>
<S> <C>
WILLIAM P. DONNELLY
METTLER-TOLEDO INTERNATIONAL INC.
IM LANGACHER PARK AVENUE TOWER
P.O. BOX MT-100 65 EAST 55TH STREET, 27TH FLOOR
CH 8606 GREIFENSEE, SWITZERLAND NEW YORK, NY 10022
011-41-944-22-11 (212) 644-5900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE INCLUDING AREA CODE, OF AGENT FOR SERVICE)
OFFICES)
</TABLE>
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Copies to:
<TABLE>
<S> <C>
TIMOTHY E. PETERSON, ESQ. JAMES C. SCOVILLE, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON DEBEVOISE & PLIMPTON
4 CHISWELL STREET 875 THIRD AVENUE
LONDON, EC1Y 4UP, ENGLAND NEW YORK, NEW YORK 10022
(011-44-171) 972-9600 (212) 909-6000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. /x/
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED PROPOSED
MAXIMUM OFFERING MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE PRICE PER OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(1)(2) REGISTRATION FEE(2)(3)
<S> <C> <C> <C> <C>
Common Stock, $.01 par value...... 11,500,000 $19.78 $227,470,000 $67,104
</TABLE>
(1) Includes shares of Common Stock that may be sold pursuant to the
Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), using the average of the high and low prices
reported on the New York Stock Exchange on May 4, 1998.
(3) The Company previously paid a filing fee of $98,978.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Amendment No.2 to the Registration Statement consists of the
Registration Statement facing page, this explanatory note, Part II to the
Registration Statement and certain exhibits being filed herewith. The Prospectus
has been omitted from this Amendment No. 2 as no changes have been made to the
Prospectus previously filed on June 4, 1998.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following table shows the expenses, other than underwriting discounts
and commissions, to be incurred by the Company in connection with the sale and
distribution of securities being registered by the Company.
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<S> <C>
SEC Registration Fee.............................................................. $ 98,978
NASD Filing Fee................................................................... 30,500
Blue Sky Fees and Expenses........................................................ 5,000
Legal Fees and Expenses........................................................... 225,000
Accounting Fees and Expenses...................................................... 50,000
Printing Expenses................................................................. 200,000
Miscellaneous Expenses............................................................ 40,522
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Total........................................................................... $650,000
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</TABLE>
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* Except for the SEC registration fee and the NASD filing fee, all of the
foregoing expenses have been estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company, as a Delaware corporation, is empowered by Section 145 of the
DGCL, subject to the procedures and limitations stated therein, to indemnify any
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or proceeding in which
such person is made or threatened to be made a party by reason of his being or
having been a director, officer, employee or agent of the Company or his serving
at the request of the Company as a director, officer, employee or agent of
another company or other entity. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise. The Amended By-laws
provide for indemnification by the Company of its directors and officers to the
full extent authorized by the DGCL. Pursuant to Section 145 of the DGCL, the
Company has purchased insurance on behalf of its present and former directors
and officers against liabilities asserted against and incurred by them in such
capacity or arising out of their status as such.
Pursuant to specific authority granted by Section 102 of the DGCL, the
Amended and Restated Certificate of Incorporation contains the following
provision regarding indemnification of directors:
"To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a Director of the
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a Director."
The Amended By-laws contain the following provision regarding
indemnification of directors and officers:
"The Corporation shall indemnify to the full extent authorized by law
any person made or threatened to be made a party to an action, suit or
proceeding, whether criminal, civil administrative or investigative, by
reason of the fact that he, his testator or intestate 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, partnership, joint venture, trust or other
enterprise."
The Company has entered into agreements to provide indemnification for
their directors and certain officers in addition to the indemnification provided
for in the Amended and Restated Certificate of Incorporation and Amended
By-laws. These agreements, among other things, indemnify the directors, to the
fullest extent provided by Delaware law, for certain expenses (including
attorneys' fees), losses, claims, liabilities, judgments, fines and settlement
amounts incurred by such indemnitee in any action or proceeding, including any
action by or in the right of the Company, on account of services as a director
or officer of any affiliate of the Company, or as a
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<PAGE>
director or officer of any other company or enterprise that the indemnitee
provides services to at the request of the Company.
The Management Agreement between Mettler-Toledo, Inc. and AEA Investors
provides for indemnification of employees of AEA Investors who serve as
directors of the Company.
ITEM 16. EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
1.1** -- Form of U.S. Purchase Agreement.
1.2** -- Form of International Purchase Agreement.
2.1 -- Stock Purchase Agreement between AEA-MT Inc., AG fur Prazisionsinstrumente and Ciba-Geigy AG, as
amended (Filed as Exhibit 2.1 to the Registration Statement, as amended, on Form S-1, of the
Company (Reg. No. 33-09621) and incorporated herein by reference).
2.2 -- Share Sale and Purchase Agreement relating to the acquisition of the entire issued share capital
of Safeline Limited (Filed as Exhibit 2 to the Current Report on Form 8-K of Mettler-Toledo
Holding Inc. dated June 3, 1997 and incorporated herein by reference).
4.1 -- Specimen Form of the Company's Common Stock Certificate Filed as Exhibit 4.3 to the Registration
Statement, as amended, on Form S-1 of the Company (Reg. No. 333-35597) and incorporated herein by
reference).
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel to the Company, as to the legality of
the securities being registered.
23.1 -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5.1).
23.2** -- Consent of KPMG Fides Peat, independent auditors.
24.1** -- Powers of Attorney.
</TABLE>
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** Previously filed
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of Prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of Prospectus 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) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any
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<PAGE>
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(4) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (3) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(5) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(6) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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<PAGE>
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-3 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 THE 24TH OF JUNE,
1998.
METTLER-TOLEDO INTERNATIONAL INC.
By: /s/ WILLIAM P. DONNELLY
----------------------------------
William P. Donnelly
Chief Financial Officer
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------------- ------------
<S> <C> <C>
* President and Chief Executive Officer June 24, 1998
- ------------------------------------------ (Principal Executive Officer), Chairman of the
Robert F. Spoerry Board of Directors
/s/ WILLIAM P. DONNELLY Chief Financial Officer June 24, 1998
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William P. Donnelly
* Director June 24, 1998
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Philip Caldwell
* Director June 24, 1998
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Reginald H. Jones
* Director June 24, 1998
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John D. Macomber
* Director June 24, 1998
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John M. Manser
* Director June 24, 1998
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Laurence Z. Y. Moh
* Director June 24, 1998
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Thomas P. Salice
</TABLE>
* By: /s/ WILLIAM P. DONNELLY
--------------------------------
William P. Donnelly
Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
1.1** -- Form of U.S. Purchase Agreement.
1.2** -- Form of International Purchase Agreement.
2.1 -- Stock Purchase Agreement between AEA-MT Inc., AG fur Prazisionsinstrumente and
Ciba-Geigy AG, as amended (Filed as Exhibit 2.1 to the Registration Statement, as
amended, on Form S-1, of the Company (Reg. No. 33-09621) and incorporated herein by
reference).
2.2 -- Share Sale and Purchase Agreement relating to the acquisition of the entire issued
share capital of Safeline Limited (Filed as Exhibit 2 to the Current Report on Form
8-K of Mettler-Toledo Holding Inc. dated June 3, 1997 and incorporated herein by
reference).
4.1 -- Specimen Form of the Company's Common Stock Certificate Filed as Exhibit 4.3 to the
Registration Statement, as amended, on Form S-1 of the Company (Reg. No. 333-35597)
and incorporated herein by reference).
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel to the Company, as to the
legality of the securities being registered.
23.1 -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5.1).
23.2** -- Consent of KPMG Fides Peat, independent auditors.
24.1** -- Powers of Attorney.
</TABLE>
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** Previously filed
<PAGE>
June 24, 1998
Mettler-Toledo International Inc.
Im Langacher
P.O. Box MT-100
CH 8606 Greifensee, Switzerland
Ladies and Gentlemen:
We are acting as special counsel to Mettler-Toledo International Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the U.S. Securities and Exchange Commission under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), of a registration
statement on Form S-3 (Registration No. 333-51925) (the "Registration
Statement") pertaining to the registration of a proposed offering of up to
11,500,000 shares (the "Selling Shareholder Shares") of the Company's common
stock, par value $.01 per share (the "Common Stock"), which are proposed to be
offered to the public by certain shareholders of the Company. With your
permission, all assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
For purposes of this opinion, we have examined the originals, or
certified, conformed or reproduction copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinions hereinafter expressed. In all such examinations, we have
assumed the genuineness of all signatures on original or certified copies and
the conformity to original or certified copies of all copies submitted to us as
conformed or reproduction copies. As to various questions of fact relevant to
such opinions, we have relied upon certificates and statements of public
officials and officers or representatives of the Company and of others.
Based upon the foregoing and subject to the limitations set forth herein,
it is our opinion that the Common Stock has been duly authorized and the Selling
Shareholder Shares have been duly and validly issued and are fully paid and
nonassessable.
<PAGE>
-2-
Mettler-Toledo International Inc June 24, 1998
This opinion is limited to the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exihibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectuses forming part of the Registration Statement
to the extent that a "Legal Matters" section is included in such Prospectuses.
In giving such consent, we do not hereby admit that we are in the category of
such persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: ------------------------------------
Timothy E. Peterson
