<PAGE>
As filed with the Securities and Exchange Commission on July 1, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------
Hussmann International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 43-1791715
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12999 St. Charles Rock Road 63044-2483
Bridgeton, Missouri (Zip Code)
(Address of principal executive offices)
Hussmann International, Inc.
Stock Incentive Plan
(Full title of the plan)
Burton Halpern
Vice President, General Counsel and Secretary
Hussmann International, Inc.
12999 St. Charles Rock Road
Bridgeton, Missouri 63044-2483
(314) 291-2000
(Name, address, and telephone number,
including area code, of agent for service)
---------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be to be Offering Aggregate Registration Fee
Registered Registered Price Per Offering
Share Price
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,206,795 shares(1) $18.5625(2) $59,526,132.19(2) $17,560.21
$.001 par value
Preferred Stock 3,206,795 rights (3) (3) (3)
Purchase Rights
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</TABLE>
(1) This registration statement also covers such additional and indeterminate
number of shares as may become issuable because of the provisions of the
Hussmann International, Inc. Stock Incentive Plan (the "Plan") relating to
adjustments for changes resulting from a stock dividend, spin-off, split-
up, recapitalization, merger, consolidation, combination or exchange of
shares, or similar change.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
average of the high and low sale prices of the Common Stock reported on the
New York Stock Exchange on June 26, 1998.
(3) Rights to purchase Series A Junior Participating Preferred Stock (the
"Rights") initially are attached to and trade with the shares of Common
Stock being registered hereby. Value attributable to such Rights, if any,
is reflected in the market price of the Common Stock.
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<PAGE>
Registration of Additional Securities
On January 23, 1998, Hussmann International, Inc., a Delaware corporation
(the "Registrant"), filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 (Registration No. 333-44799) (the "Prior
Registration Statement") in order to register shares of its common stock, $.001
par value per share ("Hussmann Common Stock"), and the Rights for issuance under
the Hussmann International, Inc. Stock Incentive Plan (the "Plan").
In accordance with General Instruction E to Form S-8, this Registration
Statement is being filed in order to register additional shares of Hussmann
Common Stock and additional Rights for issuance under the Plan. The contents of
the Prior Registration Statement, which became effective on January 23, 1998,
are incorporated herein by reference.
The required opinion and consents are listed on the Exhibit Index attached
hereto.
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SIGNATURES
The Registrant. 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 Chicago, State of Illinois on this 26th day of
February, 1998.
HUSSMANN INTERNATIONAL, INC.
By: MICHAEL D. NEWMAN
--------------------------------------
Michael D. Newman
Senior Vice President-Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Burton Halpern and Michael D. Newman,
and each or either of them, 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 (including
post-effective 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
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their 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 indicated, on this 26nd day of February, 1998.
<TABLE>
Signature Title
--------- -----
<S> <C>
J. LARRY VOWELL President and Chief Executive Officer
- ------------------------- (principal executive officer and Director)
J. Larry Vowell
MICHAEL D. NEWMAN Senior Vice President-Chief Financial
- ------------------------- Officer (principal financial and
Michael D. Newman accounting officer)
</TABLE>
<PAGE>
HERBERT M. BAUM Director
- ---------------------------------
Herbert M. Baum
THOMAS L. BINDLEY Director
- ---------------------------------
Thomas L. Bindley
ARCHIE R. DYKES Director
- ---------------------------------
Archie R. Dykes
JAROBIN GILBERT, JR. Director
- ---------------------------------
Jarobin Gilbert, Jr.
WENDEL H. PROVINCE Director
- ---------------------------------
Wendel H. Province
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Description
- ------- -----------
5 Opinion of Sidley & Austin.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Sidley & Austin (contained in Exhibit 5 hereto).
24 Powers of Attorney (contained on the signature page to this
Registration Statement).
<PAGE>
EXHIBIT 5
June 30, 1998
Hussmann International, Inc.
12999 St. Charles Rock Road
Bridgeton, Missouri 63044-2483
Re: Hussmann International, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Hussmann International, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-8 (the "Registration Statement") relating to 3,206,795
shares of common stock, par value $.001 per share, including associated
preferred stock purchase rights of the Company (the "Common Stock"), to be
offered to participants in the Hussmann International, Inc. Stock Incentive Plan
(the "Plan").
We are familiar with the Certificate of Incorporation and the By-laws of
the Company and all amendments thereto and resolutions of the Board of Directors
of the Company relating to the Plan and the Registration Statement.
In this connection, we have examined originals, or copies of originals
certified or otherwise identified to our satisfaction, of such records of the
Company and others, have examined such questions of law and have satisfied
ourselves as to such matters of fact as we have considered relevant and
necessary as a basis for the opinions set forth herein. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination.
<PAGE>
Hussmann International, Inc.
June 30, 1998
Page 2
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the laws
of the State of Delaware.
2. Each share of Common Stock will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have become effective
under the Securities Act; (ii) such share of Common Stock shall have been duly
issued and sold in the manner contemplated by the Plan; and (iii) a certificate
representing such share shall have been duly executed, countersigned and
registered and duly delivered to the purchaser thereof against payment of the
agreed consideration therefor (not less than the par value thereof) in
accordance with the Plan.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to the application of the securities or
blue sky laws of the various states to the sale of the Common Stock.
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 exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
SIDLEY & AUSTIN
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Hussmann International, Inc.:
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated January 30, 1998, relating to the combined
balance sheets of Hussmann International, Inc. as of December 31, 1997 and 1996,
and the related combined statements of operations and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears in
the Hussmann International, Inc. annual report on Form 10-K.
KPMG PEAT MARWICK LLP
Saint Louis, Missouri
April 3, 1998
