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As filed with the Securities and Exchange Commission on May 2, 1997
Registration No. 33-
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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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WOODHEAD INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 36-1982580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2150 E. Lake Cook Road, Suite 400
Buffalo Grove, Illinois 60089
(Address of Principal Executive Offices including Zip Code)
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WOODHEAD INDUSTRIES, INC.
1996 Stock Awards Plan
(full title of the Plan)
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ROBERT J. TORTORELLO, Esq.
Vice President, General Counsel and Corporate Secretary
Woodhead Industries, Inc.
2150 E. Lake Cook Road, Suite 400
Buffalo Grove, Illinois 60089
(Name and address of agent for service)
(847) 465-8300
(Telephone number, including area code, of agent for service)
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Exhibit index appears on p. 9. Page one of 17 sequentially numbered pages.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(1)(2) Price(1)(2) Fee(2)
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Common Stock, 500,000 $15.25 $7,608,920 $2,306
par value
$1.00
per share
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), the Registration Statement also includes an indeterminable
number of additional shares of Common Stock as may become issuable pursuant to
the antidilution provisions of the 1996 Stock Awards Plan (the Plan).
(2) The registration fee is calculated on the basis of the total number of
shares of Common Stock with respect to which options and awards may be granted
under the Plan, subject to the antidilution provisions of such Plan. Except for
12,000 shares of Common Stock with respect to which options (or awards) have
already been granted at $13.19 per share, the shares of Common Stock are to be
offered at prices not presently determinable. Pursuant to Rule 457(c), the
offering price of shares of Common Stock with respect to which options and
awards may be granted is estimated solely for the purpose of determining the
registration fee and is $15.25 per share, which is the average of the high and
low prices of a share of Common Stock on the National Association of Securities
Dealers Automated Quotation System on April 28, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Woodhead Industries, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 28, 1996 (File No. 000-05971).
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.
(c) The description of the Company's Common Stock included in the
Company's registration statements filed pursuant to Section 12 of the Exchange
Act, including any amendment or reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13, 14, and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Robert J. Tortorello, Esq., Vice President, General Counsel and Corporate
Secretary of the Company has passed upon certain legal matters with respect to
the shares of Common Stock offered hereby. Mr. Tortorello owns 7,000 shares of
Common Stock and stock options covering the purchase of a total of 108,200
shares of Common Stock.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has the power to indemnify its directors, officers, employees
and agents against liability for certain acts pursuant to Section 145 of the
Delaware General Corporation Law. Pursuant to its By-laws, the Company may
indemnify a director, officer, employee or agent for liabilities reasonably
incurred resulting from any pending, threatened or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, arising
out of such person's position with the Company. In addition, Article VIII of
the Company's Certificate of Incorporation, as amended, provides that the
Company's directors do not have personal liability to the Company or its
stockholders, subject to certain exceptions, for monetary damages for any breach
of their fiduciary duty as directors.
In addition, the Company maintains liability insurance coverage for
directors and officers, including, without limitation, coverage applicable in
certain situations where the Company cannot pursuant to the General Corporation
Law of Delaware directly indemnify such directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement and 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.
(2) That, for the purpose of determining any liability under the
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Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Buffalo Grove, and the State of Illinois, on this
30th day of April, 1997.
WOODHEAD INDUSTRIES, INC.
By /s/ C. Mark DeWinter
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C. Mark DeWinter,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated above.
/s/ C. Mark DeWinter Chairman, President and Chief
---------------------------- Executive Officer; Director
C. Mark DeWinter
/s/ Robert G. Jennings Vice President, Finance and Chief
---------------------------- Financial Officer
Robert G. Jennings
/S/ Joseph P. Nogal Treasurer and Controller
---------------------------- (Principal Accounting Officer)
Joseph P. Nogal
/s/ Director
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*Daniel T. Carroll
/s/ Director
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*Charles W. Denny
/s/ Director
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*Dale A. Miller
/s/ Director
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*Sarilee K. Norton
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/s/ Director
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*Alan L. Shaffer
/s/ Director
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*Robert D. Tuttle
/s/ Director
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*Richard A. Virzi
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*Pursuant to powers of attorney filed as Exhibit 24 to this Registration
Statement.
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EXHIBIT INDEX
Exhibit
Number Page
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4(a) Certificate of Incorporation of Woodhead Industries, Inc.,
including amendments through January 22, 1993,
(incorporated herein by reference to Exhibit 4(a) of
Registrant's Form S-8 filed April 22, 1994, as
Registration #33-77968). N/A
4(b) By-Laws of Woodhead Industries, Inc., including
amendments through January 28, 1994, (incorporated
herein by reference to Exhibit 4(b) of Registrant's
Form S-8 filed April 22, 1994, as Registration
#33-77968). N/A
4(c) 1996 Stock Awards Plan (incorporated herein by reference
to Exhibit A to definitive Proxy Statement dated
December 20, 1996 for 1997 Annual Meeting of
Stockholders, file No. 000-05971) N/A
5 Opinion of Robert J. Tortorello, Esq. 9
23(a) Consent of Independent Public Accountants 10
23(b) Consent of Robert J. Tortorello, Esq.
(See Exhibit 5) N/A
24 Powers of Attorney 11
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April 30, 1997
Board of Directors
Woodhead Industries, Inc.
2150 East Lake Cook Road, Suite 400
Buffalo Grove, Illinois 60089
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 500,000 shares ("Shares") of Common Stock, par value $1.00 per
share, of Woodhead Industries, Inc., a Delaware corporation (the "Company"), I
have examined the Company's Certificate of Incorporation and By-laws, the
resolutions of the Board of Directors and stockholders which authorized and
approved the 1996 Stock Awards Plan (the "Plan"), participated in the
preparation and filing of the Registration Statement on Form S-8 (the
"Registration Statement") and related Prospectus with respect to the Shares, and
have made such further examination and inquiry as I deemed necessary or
appropriate as a basis for the opinion set forth below.
Based upon the foregoing, I am of the opinion that when (i) the Registration
Statement becomes effective and (ii) the Shares are sold and issued in
accordance with the Plan, such Shares will be legally issued, fully paid and
nonassessable shares of common stock of the Company.
I hereby consent to the filing of the copy of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Robert J. Tortorello
Robert J. Tortorello
RJT:cn
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CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated November 12, 1996,
included in Woodhead Industries, Inc.'s Form 10-K for the year ended September
28, 1996 and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
April 30, 1997
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WOODHEAD INDUSTRIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, Daniel T.
Carroll of Ann Arbor, Michigan, as a director of Woodhead Industries, Inc., a
Delaware corporation, do hereby nominate, constitute and appoint C. Mark
DeWinter and Robert G. Jennings, or either of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and execute any
and all instruments which said attorneys-in-fact and agents, or any of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of said documents to enable said
Woodhead Industries, Inc. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of shares of common
stock of said Woodhead Industries, Inc. including specifically, but without
limitation thereof, full power and authority to sign my name as a director
and(or) officer of said Woodhead Industries, Inc. to a registration statement on
Form S-8 covering such shares and to any amendments to said registration
statement covering such shares hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of
April, 1997.
/s/ Daniel T. Carroll
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WOODHEAD INDUSTRIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, Charles W.
Denny of Barrington Hills, Illinois, as a director of Woodhead Industries, Inc.,
a Delaware corporation, do hereby nominate, constitute and appoint C. Mark
DeWinter and Robert G. Jennings, or either of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and execute any
and all instruments which said attorneys-in-fact and agents, or any of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of said documents to enable said
Woodhead Industries, Inc. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of shares of common
stock of said Woodhead Industries, Inc. including specifically, but without
limitation thereof, full power and authority to sign my name as a director
and(or) officer of said Woodhead Industries, Inc. to a registration statement on
Form S-8 covering such shares and to any amendments to said registration
statement covering such shares hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of
April, 1997.
/s/ Charles W. Denny
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WOODHEAD INDUSTRIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, Dale A.
Miller of Greensboro, North Carolina, as a director of Woodhead Industries,
Inc., a Delaware corporation, do hereby nominate, constitute and appoint C. Mark
DeWinter and Robert G. Jennings, or either of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and execute any
and all instruments which said attorneys-in-fact and agents, or any of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of said documents to enable said
Woodhead Industries, Inc. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of shares of common
stock of said Woodhead Industries, Inc. including specifically, but without
limitation thereof, full power and authority to sign my name as a director
and(or) officer of said Woodhead Industries, Inc. to a registration statement on
Form S-8 covering such shares and to any amendments to said registration
statement covering such shares hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of
April, 1997.
/s/ Dale A. Miller
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WOODHEAD INDUSTRIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, Sarilee K.
Norton of Lake Forest, Illinois, as a director of Woodhead Industries, Inc., a
Delaware corporation, do hereby nominate, constitute and appoint C. Mark
DeWinter and Robert G. Jennings, or either of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and execute any
and all instruments which said attorneys-in-fact and agents, or any of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of said documents to enable said
Woodhead Industries, Inc. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of shares of common
stock of said Woodhead Industries, Inc. including specifically, but without
limitation thereof, full power and authority to sign my name as a director
and(or) officer of said Woodhead Industries, Inc. to a registration statement on
Form S-8 covering such shares and to any amendments to said registration
statement covering such shares hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of April,
1997.
/s/ Sarilee K. Norton
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WOODHEAD INDUSTRIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, Alan L.
Shaffer of Cincinnati, Ohio, as a director of Woodhead Industries, Inc., a
Delaware corporation, do hereby nominate, constitute and appoint C. Mark
DeWinter and Roberg G. Jennings, or either of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and execute any
and all instruments which said attorneys-in-fact and agents, or any of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of said documents to enable said
Woodhead Industries, Inc. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of shares of common
stock of said Woodhead Industries, Inc. including specifically, but without
limitation thereof, full power and authority to sign my name as a director
and(or) officer of said Woodhead Industries, Inc. to a registration statement on
Form S-8 covering such shares and to any amendments to said registration
statement covering such shares hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of
April, 1997.
/s/ Alan L. Shaffer
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WOODHEAD INDUSTRIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, Robert D.
Tuttle of North Muskegon, Michigan, as a director of Woodhead Industries, Inc.,
a Delaware corporation, do hereby nominate, constitute and appoint C. Mark
DeWinter and Robert G. Jennings, or either of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and execute any
and all instruments which said attorneys-in-fact and agents, or any of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of said documents to enable said
Woodhead Industries, Inc. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of shares of common
stock of said Woodhead Industries, Inc. including specifically, but without
limitation thereof, full power and authority to sign my name as a director
and(or) officer of said Woodhead Industries, Inc. to a registration statement on
Form S-8 covering such shares and to any amendments to said registration
statement covering such shares hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of
April, 1997.
/s/ Robert D. Tuttle
--------------------------
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WOODHEAD INDUSTRIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, Richard A.
Virzi of Elmhurst, Illinois, as a director of Woodhead Industries, Inc., a
Delaware corporation, do hereby nominate, constitute and appoint C. Mark
DeWinter and Robert G. Jennings, or either of them, my true and lawful
attorneys-in-fact and agents to do any and all acts and things and execute any
and all instruments which said attorneys-in-fact and agents, or any of them, may
deem necessary or advisable giving and granting unto said attorneys full power
and authority to do and perform such actions as fully as I might have or could
do if personally present and executing any of said documents to enable said
Woodhead Industries, Inc. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Act of shares of common
stock of said Woodhead Industries, Inc. including specifically, but without
limitation thereof, full power and authority to sign my name as a director
and(or) officer of said Woodhead Industries, Inc. to a registration statement on
Form S-8 covering such shares and to any amendments to said registration
statement covering such shares hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of April,
1997.
/s/ Richard A. Virzi
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