<PAGE>
Registration No. 333-_____
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
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)
21900 BURBANK BOULEVARD
WOODLAND HILLS, CALIFORNIA 91367-7418
(Address Of Principal Executive Offices Including Zip Code)
-------------------------------------------
UNOVA, INC. 1999 STOCK INCENTIVE PLAN
(Full Title Of The Plan)
-------------------------------------------
NORMAN L. ROBERTS
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
UNOVA, INC.
21900 BURBANK BOULEVARD
WOODLAND HILLS, CALIFORNIA 91367-7418
(Name And Address Of Agent For Service)
818.992.3000
(Telephone Number, Including Area Code, Of Agent For Service)
-------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Proposed
Title of the Each Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Unit (1) Offering Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 4,500,000 Shares $15.1875 $68,343,750 $19,000
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) on the basis of the average of the
high and low sale prices for the Registrant's Common Stock on the New York
Stock Exchange on May 25, 1999.
- -------------------------------------------------------------------------------
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
---------------
* 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 Annual Report on Form 10-K for the year ended
December 31, 1998.
(2) The Registrant's Quarterly Report on Form 10-Q for quarter ended
March 31, 1999.
(3) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 10 of the Registrant filed with the
Commission pursuant to the Exchange Act on August 18, 1997, as
subsequently amended.
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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<PAGE>
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, 21900
Burbank Boulevard, Woodland Hills, California 91367. Mr. Roberts presently
owns 11,746 shares of Common Stock of the Registrant and holds employee stock
options to purchase an additional 148,000 shares.
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 provide 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.
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."
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<PAGE>
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.
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
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<PAGE>
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.
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.
-5-
<PAGE>
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.
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<PAGE>
SECTION 6.7. CERTAIN DEFINITIONS.
For purposes of this Article VI:
(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
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
5 Opinion of Norman L. Roberts, Esq., as to the legality of securities offered.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Norman L. Roberts, Esq. (contained in Exhibit 5).
24 Powers-of-attorney of certain directors and officers of the Registrant.
</TABLE>
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;
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<PAGE>
(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. 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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<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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California,
on the 27th day of May, 1999.
UNOVA, INC.
BY: *
------------------------------
ALTON J. BRANN
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
*BY: /s/ Virginia S. Young
-----------------------
VIRGINIA S. YOUNG
ATTORNEY-IN-FACT
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<PAGE>
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 May, 1999.
SIGNATURES: TITLE:
- ----------- ------
PRINCIPAL EXECUTIVE OFFICER
CHAIRMAN OF THE BOARD AND
* CHIEF EXECUTIVE OFFICER; DIRECTOR
- -----------------------------------
ALTON J. BRANN
PRINCIPAL FINANCIAL OFFICER
SENIOR VICE PRESIDENT AND
* CHIEF FINANCIAL OFFICER
- -----------------------------------
MICHAEL E. KEANE
PRINCIPAL ACCOUNTING OFFICER
* VICE PRESIDENT, FINANCE
- -----------------------------------
CHARLES A. CUSUMANO
DIRECTOR
- -----------------------------------
PAUL BANCROFT, III
* DIRECTOR
- -----------------------------------
JOSEPH T. CASEY
DIRECTOR
- -----------------------------------
WILLIAM C. EDWARDS
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<PAGE>
* DIRECTOR
- -----------------------------------
STEPHEN E. FRANK
* DIRECTOR
- -----------------------------------
CLAIRE W. GARGALLI
* DIRECTOR
- -----------------------------------
ORION L. HOCH
* DIRECTOR
- -----------------------------------
STEVEN B. SAMPLE
DIRECTOR
- -----------------------------------
WILLIAM D. WALSH
*BY: /s/ Virginia S. Young
----------------------
VIRGINIA S. YOUNG
ATTORNEY-IN-FACT
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<PAGE>
EXHIBIT 5
May 18, 1999
Board of Directors
UNOVA, Inc.
21900 Burbank Boulevard
Woodland Hills, CA 91367
Re: Registration Statement on Form S-8
UNOVA, Inc. 1999 Stock Incentive 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. 1999 Stock
Incentive 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 March 11, 1999, and that the Plan was approved
by the Company's shareholders at the Annual Meeting of Shareholders held on
May 7, 1999. It is my opinion that the issuance and sale of up to 4,500,000
shares of Common Stock, 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 legally 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
4,500,000 shares of Common Stock 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
NLR:vu
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<PAGE>
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 February 12, 1999, appearing
in the Annual Report on Form 10-K of UNOVA, Inc. for the year ended December
31, 1998.
Deloitte & Touche LLP
Los Angeles, California
May 26, 1999
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<PAGE>
EXHIBIT 24
-----------------
POWER OF ATTORNEY
-----------------
UNOVA, INC.
REGISTRATION STATEMENT ON FORM S-8
1999 STOCK INCENTIVE PLAN
Each of the undersigned Directors and/or Officers of UNOVA, Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints Alton J. Brann,
Norman L. Roberts, and Virginia S. Young, or any one of them, the true and
lawful attorneys-in-fact of such Director and/or Officer, with full power of
substitution and resubstitution, for him or her and in his or her name,
place, and stead, in any and all capacities, to do any and all acts and
execute any and all instruments which the said attorneys may deem necessary
or advisable to enable the Company to comply with the Securities Act of 1933,
as amended (the "Securities Act"), and any rules and regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 4,500,000 shares
of UNOVA, Inc. Common Stock ($.01 par value) which may be issued under the
terms of the UNOVA, Inc. 1999 Stock Incentive Plan, as amended from time to
time, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned in his
or her capacity as Director and/or Officer of the Company to a Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
with respect thereto, to any and all amendments, including post-effective
amendments, to the said Registration Statement, and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statement or amendments thereto; and each of the undersigned
hereby ratifies and confirms all that the said attorneys, or any of them, has
done, shall do, or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this power of
attorney this 26th day of May, 1999.
/s/ Orion L. Hoch
- -------------------------------------- -----------------------------------
Paul Bancroft, III Orion L. Hoch
/s/ Alton J. Brann /s/ Steven B. Sample
- -------------------------------------- -----------------------------------
Alton J. Brann Steven B. Sample
/s/ Joseph T. Casey
- -------------------------------------- -----------------------------------
Joseph T. Casey William D. Walsh
/s/ Michael E. Keane
- -------------------------------------- -----------------------------------
William C. Edwards Michael E. Keane
/s/ Stephen E. Frank /s/ Charles A. Cusumano
- -------------------------------------- -----------------------------------
Stephen E. Frank Charles A. Cusumano
/s/ Claire W. Gargalli
- -------------------------------------- -----------------------------------
Claire W. Gargalli
