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REGISTRATION NO. 333-_____
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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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UNOVA, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 95-4647021
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210-4867
(Address of Principal Executive Offices including Zip Code)
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UNOVA, INC. EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
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NORMAN L. ROBERTS
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
UNOVA, INC.
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210-4867
(Name and address of agent for service)
(310) 888-2700
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE OFFERING PRICE (2) REGISTRATION FEE
PER SHARE (2)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 5,000,000 Shares $15.6719 $78,359,500 $23,746
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</TABLE>
(1) In addition to this amount, such indeterminate amount of additional shares
as may become issuable pursuant to the anti-dilution provisions of the
Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) on the basis of 85% of the average
of the high and low prices for the Registrant's Common Stock in the "when
issued market" on the New York Stock Exchange on October 26, 1997,
estimated to be the maximum price at which shares will be sold under the
Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are hereby incorporated by reference in this
Registration Statement:
(1) The Registrant's Registration Statement on Form 10 filed with the
Commission pursuant to the Exchange Act on August 18, 1997, as amended on
October 1, 1997, and October 22, 1997 (the "Form 10").
(2) The description of the Registrant's Common Stock contained in the Form
10.
All documents filed by the Registrant 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 made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant under such Sections of
the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered pursuant to the Registration
Statement has been passed upon for the Registrant by Norman L. Roberts, Senior
Vice President and General Counsel of the Registrant, 360 North Crescent Drive,
Beverly Hills, California 90210. Following the distribution of the Registrant's
Common Stock to the stockholders of Western Atlas Inc. on October 31, 1997, Mr.
Roberts is expected to own 8,715 shares of Common Stock of the Registrant.
The combined balance sheets of the Registrant and subsidiaries as of
December 31, 1996, and 1995, and the related combined statements of operations,
and cash flows for each of the three years in the period ended December 31,
1996, which have been incorporated in this Registration Statement on Form S-8 by
reference, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report dated August 13, 1997, which is also incorporated herein,
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
The consolidated balance sheet of Norand Corporation (a Delaware
corporation) and Subsidiaries as of August 31, 1996, and the related
consolidated statement of operations, stockholders' equity and cash flows for
the year ended August 31, 1996, which have been incorporated in this
Registration Statement on Form S-8 by reference, have been audited by Arthur
Andersen LLP, independent public accountants, as stated in their report dated
October 15, 1996 (except with respect to the matter disclosed in Note 7, as
to which the date is November 20, 1996), which is also incorporated herein,
and has been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Articles XII and XIII of the Certificate of
Incorporation of the Registrant and to Article VI of the By-Laws of the
Registrant as set forth below.
Articles XII and XIII of the Certificate of Incorporation of the Registrant
provides as follows:
"ARTICLE XII
"Each person who is or was or had agreed to become a director or officer of
the Corporation, or each such person who is or was serving or who had agreed to
serve at the request of the Board of Directors or an officer of the Corporation
as a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executor,
administrators or estate of such person), shall be indemnified by the
Corporation, in accordance with the By-Laws of the Corporation, to the full
extent permitted from time to time by the General Corporation Law of the State
of Delaware as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment) or any other applicable laws
as presently or hereafter in effect. Without limiting the generality or the
effect of the foregoing, the Corporation may indemnify other persons as provided
in the By-Laws, and the Corporation may enter into one or more agreements with
any person which provide for indemnification greater or different than that
provided in this Article XII. Any amendment or repeal of this Article XII shall
not adversely affect any right or protection existing hereunder immediately
prior to such amendment or repeal.
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"ARTICLE XIII
"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 (i) for any breach of the director's
duty of loyalty to either the Corporation 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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. Any amendment or repeal of this Article XIII
shall not adversely affect any right or protection of a director of the
Corporation existing immediately prior to such amendment or repeal."
Article VI of the By-Laws of the Registrant provides as follows:
"ARTICLE VI
INDEMNIFICATION; ADVANCE OF EXPENSES
"SECTION 6.1. RIGHT TO INDEMNIFICATION.
"A. Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a "proceeding") by reason of the
fact that he or she or a person of whom he or she is the legal representative is
or was a director or officer 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 of a partnership, joint venture, trust, or other enterprise,
including service with respect to employee benefit plans maintained or sponsored
by the Corporation, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee, or agent or in any other
capacity while serving as a director, officer, employee, or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; PROVIDED,
HOWEVER, that except as provided in Section 6.2.B. of this Article VI, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors.
"B. Each person referred to in Section 6.1.A. of this Article VI shall be paid
by the Corporation the expenses incurred in connection with any proceeding in
advance of its final disposition, such advances to be paid by the Corporation
within 20 days after the receipt by the Corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
PROVIDED, HOWEVER, that if the General Corporation Law of the State of Delaware
requires, the advancement of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) prior to the
final disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article VI or
otherwise.
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"C. The right to indemnification conferred in this Article VI and the right to
be paid by the Corporation the expenses incurred in connection with any such
proceeding in advance of its final disposition conferred in this Article VI each
shall be a contract right.
"SECTION 6.2. PROCEDURE TO OBTAIN INDEMNIFICATION.
"A. To obtain indemnification under this Article VI, a claimant shall submit to
the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this Section 6.2.A., a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by the claimant,
by Independent Counsel (as hereinafter defined) or (2) if no request is made by
the claimant for a determination by Independent Counsel, (a) by the Board of
Directors by a majority vote of a quorum consisting of Disinterested Directors
(as hereinafter defined) or (b) if a quorum of the Board of Directors consisting
of Disinterested Directors is not obtainable or, even if obtainable, such quorum
of Disinterested Directors so directs, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to the
claimant, or (c) if a quorum of Disinterested Directors so directs, by the
stockholders of the Corporation. In the event the determination of entitlement
to indemnification is to be made by Independent Counsel at the request of the
claimant, the Independent Counsel shall be selected by the Board of Directors
unless there shall have occurred within six years prior to the date of the
commencement of the action, suit, or proceeding for which indemnification is
claimed a "Change of Control" as defined in the Corporation's 1997 Stock
Incentive Plan, in which case the Independent Counsel shall be selected by the
claimant unless the claimant shall request that such selection be made by the
Board of Directors. If it is so determined that the claimant is entitled to
indemnification, payment to the claimant shall be made within 10 days after such
determination.
"B. If a claim under Section 6.1 of this Article VI is not paid in full by the
Corporation within 30 days after a written claim pursuant to Section 6.2.A. of
this Article VI has been received by the Corporation or, in the case of a claim
pursuant to Section 6.1.B., within the 20-day period provided therein, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the General Corporation Law of the
State of Delaware for the Corporation to indemnify the claimant for the amount
of the claims, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, Independent Counsel, or stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware, nor
an actual determination by the Corporation (including its Board of Directors,
Independent Counsel, or stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
"C. If a determination shall have been made pursuant to Section 6.2.A. of this
Article VI that the claimant is entitled to indemnification, the Corporation
shall be bound by such determination in any judicial proceeding commenced
pursuant to Section 6.2.B. of this Article VI.
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"D. The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to Section 6.2.B. of this Article VI that the
procedures and presumptions of this Article VI are not valid, binding, and
enforceable and shall stipulate in such proceeding that the Corporation is bound
by all the provisions of this Article VI.
"SECTION 6.3. NO DIMINUTION OF RIGHTS.
"The right to indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in this Article VI
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
By-Laws, agreement, vote of stockholders or Disinterested Directors, or
otherwise. No repeal or modification of this Article VI shall in any way
diminish or adversely affect the rights of any director, officer, employee, or
agent of the Corporation hereunder in respect of any occurrence of matter
arising prior to any such repeal or modification.
"SECTION 6.4. INSURANCE.
"The Corporation may maintain insurance, at its expense, to protect itself and
any director, officer, employee, or agent of the Corporation or any person
serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against any expense, liability, or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability, or loss under the General Corporation Law of the State of Delaware.
To the extent that the Corporation maintains any policy or policies providing
such insurance, each such director or officer, and each such agent or employee
to which rights to indemnification have been granted as provided in Section 6.5
of this Article VI, shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage thereunder for any
such director, officer, employee, or agent.
"SECTION 6.5. DISCRETIONARY INDEMNIFICATION.
"The Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and rights to be paid by the
Corporation and the expenses incurred in defending any proceeding in advance of
its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article VI with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.
"SECTION 6.6. ENFORCEABILITY.
"If any provision or provisions of this Article VI shall be held to be invalid,
illegal, or unenforceable for any reason whatsoever: (a) the validity,
legality, and enforceability of the remaining provisions of this Article VI
(including, without limitation, each portion of any section of this Article VI
containing any such provision held to be invalid, illegal, or unenforceable,
that is not itself held to be invalid, illegal, or unenforceable) shall not in
any way be affected or impaired thereby; and (b) to the fullest extent possible,
the provisions of this Article VI (including, without limitation, each such
portion of any section of this Article VI containing any such provision held to
be invalid, illegal, or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal, or
unenforceable.
"SECTION 6.7. CERTAIN DEFINITIONS.
"For purposes of this Article VI:
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"(a)"Disinterested Director" means a director of the Corporation who is not
and was not a party to the matter in respect of which indemnification is sought
by the claimant.
"(b)"Independent Counsel" means a law firm that is nationally recognized for
its experience in matters of Delaware corporation law and shall not include any
person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the
Corporation or the claimant in an action to determine the claimant's rights
under this Article VI.
"SECTION 6.8. NOTICES.
"Any notice, request, or other communication required or permitted to be given
to the Corporation under this Article VI shall be in writing and either
delivered in person or sent by telecopy, telex, telegram, electronic mail,
overnight mail or courier service, or certified or registered mail, postage
prepaid, return receipt requested, to the Secretary of the Corporation."
The Registrant provides and maintains insurance covering certain liabilities
(within certain limits) of directors and officers and providing for
reimbursement for amounts paid by the Registrant as indemnification to directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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5 Opinion of the Registrant's General Counsel as to the legality of
securities offered under the UNOVA, Inc. Employee Stock Purchase Plan.
23(a) Independent Auditors' Consent, Deloitte & Touche LLP.
23(b) Consent of Counsel (contained in the opinion of the Registrant's
General Counsel, Exhibit 5 hereto).
23(c) Consent of Independent Public Accountants, Arthur Anderson LLP.
ITEM 9. UNDERTAKINGS
(1) The undersigned 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 of 1933;
(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)
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which, individually or 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 be
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 the
effective 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 (1)(a)(i) and (1)(a)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and 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 registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(b) 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; and
(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 undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 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.
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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 Beverly Hills, State of California, on the 27th day
of October, 1997.
UNOVA, INC.
BY: /s/ ALTON J. BRANN
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ALTON J. BRANN
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 27th day of October, 1997.
SIGNATURES: TITLE:
- ----------- ------
PRINCIPAL EXECUTIVE OFFICER
CHAIRMAN OF THE BOARD AND
/s/ ALTON J. BRANN CHIEF EXECUTIVE OFFICER; DIRECTOR
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ALTON J. BRANN
PRINCIPAL FINANCIAL OFFICER
SENIOR VICE PRESIDENT AND
/s/ MICHAEL E. KEANE CHIEF FINANCIAL OFFICER; DIRECTOR
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MICHAEL E. KEANE
PRINCIPAL ACCOUNTING OFFICER
/s/ CHARLES A. CUSUMANO VICE PRESIDENT, FINANCE
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CHARLES A. CUSUMANO
/s/ NORMAN L. ROBERTS DIRECTOR
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NORMAN L. ROBERTS
/s/ VIRGINIA S. YOUNG DIRECTOR
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VIRGINIA S. YOUNG
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EXHIBIT 5
October 27, 1997
Board of Directors
UNOVA, Inc.
360 North Crescent Drive
Beverly Hills, CA 90210
Registration Statement on Form S-8
UNOVA, Inc. Employee Stock Purchase Plan
Dear Sirs and Madam:
As Senior Vice President and General Counsel of UNOVA, Inc., a Delaware
corporation (the "Company"), I have examined the Certificate of Incorporation
and By-Laws of the Company, its minute books and other corporate records,
certain proceedings taken by the Company's Board of Directors and shareholders
to authorize the adoption of the UNOVA, Inc. Employee Stock Purchase Plan (the
"Plan") and the issuance and sale of shares of the Company's $.01 par value
Common Stock ("Common Stock") pursuant to the Plan, and such laws, rules,
regulations, and other matters as I have deemed necessary or appropriate in
connection with the following opinion.
Based on such examination and authorization, I am of the opinion that the
Company has been duly organized and is a validly existing corporation under the
laws of the State of Delaware.
I am further of the opinion that the Plan was duly adopted by the Board of
Directors of the Company on September 24, 1997, and that the Plan was approved
by the Company's sole shareholder, Western Atlas Inc. on September 24, 1997. It
is my opinion that the issuance and sale of up to 5,000,000 shares of Common
Stock (such number subject to adjustment as provided in the Plan), in accordance
with the provisions of the Plan, have been duly authorized by all necessary
corporate proceedings; and, when issued in accordance with the terms of the
Plan, the aforesaid shares of Common Stock will be duly and validly issued,
fully paid, and nonassessable.
I am familiar with the Registration Statement being filed on Form S-8
pursuant to the Securities Act of 1933, as amended, relating to a maximum of
5,000,000 shares of Common Stock (subject to adjustment in accordance with the
terms of the Plan) which may be issuable under the Plan, and hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and to
the use of my name, and the statements made with respect to me, in Item 5 of the
Registration Statement under the caption "Interests of Named Experts and
Counsel."
Very truly yours,
/s/ Norman L. Roberts
Norman L. Roberts
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EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
UNOVA, Inc. on Form S-8 of our report dated August 13, 1997, appearing in the
Information Statement on Form 10 of UNOVA, Inc. as filed with the Securities and
Exchange Commission on August 18, 1997, and subsequently amended on October 1,
1997, and October 22, 1997, and to the reference to us under the heading
"Interests of Named Experts and Counsel" in the Registration Statement.
Deloitte & Touche LLP
Los Angeles, California
October 27, 1997
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EXHIBIT 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 15, 1996
(except with respect to the matter discussed in Note 7, as to which the date is
November 20, 1996) included in the UNOVA, Inc. Form 10 as filed with the
Securities and Exchange Commission on August 18, 1997, and subsequently amended
on October 1, 1997 and October 22, 1997, and to all references to our Firm
included in this registration statement.
Chicago, Illinois Arthur Andersen LLP
October 27, 1997
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