Commission File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WOODWARD GOVERNOR COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 36-1984010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5001 North Second Street
Rockford, Illinois 61125-7001
(815) 877-7441
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
1996 LONG-TERM INCENTIVE
COMPENSATION PLAN
(Full title of the plan)
John A. Halbrook
Chairman and Chief Executive Officer
5001 North Second Street
Rockford, Illinois 61125-7001
(815) 877-7441
(Name, address and telephone number, including area code, of agent for
service)
Copies of Communications to:
Stathy Darcy
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
(312) 845-3000
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share(1) price
Common stock,
$.0625 par value 200,000 Shares $89.125 $17,825,000 $6,147
</TABLE>
Estimated pursuant to Rule 457 of the General Rules and Regulations under the
Securities Act of 1933 solely for the purpose of computing the
registration fee.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The documents listed below which have been filed with the Securities and
Exchange Commission (the "Commission") by Woodward Governor Company (the
"Company") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference to the extent not
modified or superseded by documents subsequently filed or furnished:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the periods
ended December 31, 1995, March 31, 1996 and June 30, 1996.
(c) The Company's Current Report on Form 8-K filed on
January 22, 1996; and
(d) Description of the Common Stock of the Company contained in
the Registrant's Form A-2 (File No. 2-4446) filed with the Commission on
June 28, 1940.
All documents subsequently filed by the Company pursuant to
Sections 13(a) and (c), 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 such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing such documents.
The Company undertakes to provide without charge to each person to whom
a copy of the Prospectus relating to this Registration Statement has been
delivered, upon the written or oral request of such person, a copy of any or
all of the documents referred to above which have been or may be incorporated
in such Prospectus by reference, other than exhibits to such documents.
Requests for such copies should be directed to Woodward Governor Company, 5001
North Second Street, Rockford, Illinois 61125-7001, Attention: Carol J.
Manning, Corporate Secretary (telephone: 815-877-7441).
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law gives Delaware
corporations the power to indemnify present and former officers and directors
under certain circumstances. The Certificate of Incorporation and Bylaws of
the Company provide for indemnification by the Company of certain persons
(including officers and directors) in connection with any action, suit or
proceeding brought or threatened against such person by reason of his position
with the Company or service at the request of the Company. The Bylaws further
provide that indemnification shall not be exclusive of any rights to which
those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
In addition, the Company maintains a directors' and officers' liability
insurance policy to insure its liability under the above-described provision
of its Certificate of Incorporation and to insure its individual directors and
officers against certain obligations not covered by such provisions.
Item 8. Exhibits
See List of Exhibits on page II-6 hereof.
Item 9. Undertakings
(a) The 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;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(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;
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
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 Registrant hereby undertakes that, for the purpose 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.
(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.
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EXHIBIT
NUMBER DESCRIPTION
4.1 1996 Long-Term Incentive Compensation Plan
4.2 Specimen Certificate (incorporated by reference from the
Registrant's Form A-2 (File No. 2-4446) filed with the
Commission on June 28, 1940)
5.1 Opinion of counsel for the Registrant regarding the
legality of the securities registered hereunder
23.1 Consent of counsel for the Registrant (included in
Exhibit 5.1 hereto)
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney
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EXHIBIT 4.1
WOODWARD GOVERNOR COMPANY
1996 LONG-TERM INCENTIVE COMPENSATION PLAN
(EFFECTIVE JANUARY 1, 1996)
The 1996 Long-Term Incentive Compensation Plan (the "Plan"), effective January
1, 1996, is established to further the long-term growth and profitability of
the Woodward Governor Company (the "Company") by offering long-term incentives
in addition to current compensation to certain key management worker members
of the Company and to provide such participating worker members with an equity
position in the Company to further align their interests with those of the
shareholders of the Company. It is believed that the Plan will stimulate such
worker members' efforts on the Company's behalf, will tend to maintain and
strengthen their desire to remain with the Company, will be in the interest of
the Company and its shareholders, and will encourage such worker members to
have a greater personal financial investment in the Company through ownership
of its Common Stock.
1. Administration
The Plan shall be administered by the Stock Option Committee or any successor
thereto of the Board of Directors of the Company (the "Committee") as shall be
determined by the Board of Directors. The Committee shall consist of not less
than two members of the Board of Directors, each of whom shall qualify as a
"disinterested person" to administer the Plan as contemplated by Rule 16b-3,
as amended, or other applicable rules under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). So long as the members
of the Compensation Committee of the Board of Directors qualify as
"disinterested persons" as herein provided, the Compensation Committee may
also serve as the Stock Option Committee from time to time. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration of the Plan,
and to make such determinations and to take such action in connection
therewith or in relation to the Plan as it deems necessary or advisable,
consistent with the Plan.
The Committee shall report to the Board of Directors of the Company the
eligible participants and, in general terms, the terms and conditions of their
participation.
2. Eligibility
Key management worker members of the Company, its subsidiaries and its
affiliates, whether or not directors of the Company, shall be eligible to
participate in the Plan ("Eligible Worker Members") if designated by the
Committee. Those directors who are not regular worker members are not
eligible.
3. Incentives
Incentives under the Plan may be granted in any one or a combination of (a)
Incentive Stock Options and (b) Nonqualified Stock Options (together
"Incentives"). All Incentives shall be subject to the terms and conditions set
forth herein and to such other terms and conditions as may be established by
the Committee. Determinations by the Committee under the Plan including
without limitation, determinations of the Eligible Worker Members, the form,
amount and timing of Incentives, the terms and provisions of Incentives, and
the agreements evidencing Incentives, need not be uniform and may be made
selectively among Eligible Worker Members who receive, or are eligible to
receive, Incentives hereunder, whether or not such Eligible Worker Members are
similarly situated. Incentives granted shall be based primarily upon the
attainment of objective performance goals established in writing by the
Committee and such other factors as the Committee deems appropriate. The
performance goals may be expressed in terms of financial, operating, or other
criteria as deemed appropriate. It is the intent of the Plan that the goals
established by the Committee can be expected to result in current or future
increase in shareholder value.
4. Shares Available for Incentives
(a) Shares Subject to Issuance or Transfer. Subject to adjustment as
provided in Section 4(b) hereof, there is hereby reserved for issuance
under the Plan 200,000 shares of the Company's Common Stock ("Common
Stock"); provided, however, that the maximum number of shares available for
granting Incentives for the following periods shall be limited as set forth
below:
Period Maximum Shares Available
01/01/96 TO 12/31/98 100,000
01/01/99 TO 12/31/01 100,000
The shares available for granting Incentives for any such period described
above shall be increased by the number of shares to which options granted
under the Plan during such period have lapsed, expired, terminated or been
canceled for any reason, including by reason of the failure to obtain
performance targets applicable thereto. Shares under this Plan may be
delivered by the Company from its authorized but unissued shares of Common
Stock or from Common Stock held in the Treasury.
(b) Maximum Shares to any Eligible Worker Member. Subject to adjustment as
provided in Section 4(c) hereof, during the period from January 1, 1996
through December 31, 2001, no Eligible Worker Member shall receive
Incentives covering more than 80,000 shares of the Common Stock.
(c) Recapitalization Adjustment. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares,
merger, consolidation, rights offering, or any other change in the
corporate structure or shares of the Company, the Committee shall make such
adjustment, if any, as it may deem appropriate in the number and kind of
shares authorized by the Plan, in the number and kind of shares covered by
Incentives granted, and in the option price.
5. Stock Options
The Committee may grant options qualifying as Incentive Stock Options under
the Internal Revenue Code of 1986, as amended, or any successor statute
thereto (the "Code") and Nonqualified Stock Options (collectively "Stock
Options"). Such Stock Options shall be subject to the following terms and
conditions and such other terms and conditions as the Committee may prescribe:
(a) Option Price. The option price per share with respect to each Stock
Option shall be determined by the Committee and shall not be less than 100%
of the fair market value of the Common Stock, as determined by the
Committee, on the October 1 coincident with or immediately preceding the
date the Stock Option is granted. Notwithstanding the preceding sentence,
in the case of Incentive Stock Options or options for which the Company
desires to preserve the Company's tax deduction pursuant to Section 162(m)
of the Code for compensation paid, the purchase price shall not be less
than 100% of the fair market value of the Common Stock on the date the
Stock Option is granted, as determined by the Committee.
(b) Period of Option. The period of each Stock Option shall be fixed by
the Committee but shall not exceed ten years.
(c) Payment. The option price shall be payable in cash or, if permitted by
the Committee, in shares of Common Stock previously owned by the grantee or
in shares of the Common Stock that otherwise would be distributed to such
grantee upon exercise of the Stock Option. Such payment shall be made at
the time the Stock Option is exercised. No shares shall be issued until
full payment therefor has been made. A grantee of a Stock Option shall have
none of the rights of a shareholder until the shares are issued.
(d) Exercise of Option. The shares covered by a Stock Option may be
purchased in such installments, on such exercise dates and during such
periods as the Committee may determine.
(e) Performance Targets. The Committee may require that specified
performance targets be attained before a Stock Option becomes exercisable.
(f) Termination of Membership. Upon the termination of a Stock Option
grantee's membership (for any reason other than retirement, death,
disability or cause), Stock Option privileges shall be limited to the
shares which were immediately exercisable at the date of such termination.
The Committee, however, in its discretion, may provide that any Stock
Options outstanding but not yet exercisable upon the termination of a Stock
Option grantee's membership may become exercisable in accordance with a
schedule to be determined by the Committee. Such Stock Option privileges
shall expire unless exercised within such period of time after the date of
termination of membership as may be established by the Committee, but in no
event later than the expiration date of the Stock Option. If a Stock Option
grantee's membership is terminated for cause, as defined by the Committee,
the Committee may provide that all rights under the Stock Option shall
expire upon receipt of the notice of such termination.
(g) Retirement. Upon retirement, as defined by the Committee, of a Stock
Option grantee, Stock Option privileges shall apply to those shares
immediately exercisable at the date of retirement. The Committee, however,
in its discretion, may provide that any Stock Options outstanding but not
yet exercisable upon the retirement of a Stock Option grantee may become
exercisable in accordance with a schedule to be determined by the
Committee. Stock Option privileges shall expire unless exercised within
such period of time as may be established by the Committee, but in no event
later than the expiration date of the Stock Option.
(h) Death. Upon the death of a Stock Option grantee, Stock Option
privileges shall apply to those shares which were immediately exercisable
at the time of death. The Committee, however, in its discretion, may
provide that any Stock Options outstanding but not yet exercisable upon the
death of a Stock Option grantee may become exercisable in accordance with a
schedule to be determined by the Committee. Such privileges shall expire
unless exercised by legal representatives within a period of time as
determined by the Committee but in no event later than the expiration date
of the Stock Option.
(i) Disability. Upon termination of a Stock Option grantee's membership by
reason of disability, as defined by the Committee, Stock Option privileges
shall apply to those shares which were immediately exercisable at the time
of the termination on account of disability. The Committee, however, in its
discretion, may provide that any Stock Options outstanding but not yet
exercisable upon the termination of a Stock Option grantee's membership by
reason of disability may become exercisable in accordance with a schedule
to be determined by the Committee. Such privileges shall expire unless
exercised within such period of time as may be established by the
Committee, but in no event later than the expiration date of the Stock
Option.
(j) Change of Control. Notwithstanding anything in the Plan to the
contrary, the Committee, in its discretion, may provide that any Stock
Option outstanding but not yet exercisable may become exercisable upon a
change in control of the Company, as defined by the Committee.
(k) Limits on Incentive Stock Options. Except as may otherwise be permitted
by the Code, the Committee shall not grant to an Eligible Worker Member
Incentive Stock Options that, in the aggregate, are first exercisable
during any one calendar year to the extent that the aggregate fair market
value of the Common Stock, at the time the Incentive Stock Options are
granted, exceeds $100,000.
(l) Compliance with Securities Laws. The Stock Options shall provide that
the Company shall not be obligated to sell or issue any shares pursuant to
any Stock Option unless the shares with respect to which the option is
being exercised are at that time effectively registered or exempt from
registration under the Securities Act of 1933, as amended, and applicable
state securities laws.
6. Discontinuance or Amendment of the Plan
The Board of Directors may discontinue the Plan at any time and may from time
to time amend or revise the terms of the Plan as permitted by applicable
statues, except that it may not revoke or alter, in a manner unfavorable to
the grantees of any Incentives hereunder, any Incentives then outstanding, nor
may the Board amend the Plan without shareholder approval where the absence of
such approval would cause the Plan to fail to comply with Rule 16b-3 under the
Exchange Act, or any other requirement of applicable law or regulation. No
Incentive shall be granted under the Plan after December 31, 2001.
7. Nontransferability
Each Incentive Stock Option granted under the Plan shall not be transferable
other than by will or the laws of descent and distribution or as otherwise
permitted by the Committee in compliance with Section 422 of the Code. Each
Nonqualified Option granted under the Plan may be transferable subject to the
terms and conditions as may be established by the Committee in accordance with
regulations promulgated under the Exchange Act, or any other applicable law or
regulation.
8. No Right of Membership
The Plan and the Incentives granted hereunder shall not confer upon any
Eligible Worker Member the right to continued membership with the Company, its
subsidiaries and its affiliates or affect in any way the right of such
entities to terminate the membership of an Eligible Worker Member at any time
and for any reason.
9. Taxes
The Company shall be entitled to withhold the amount of any tax attributable
to any option granted, any amount payable or shares deliverable under the Plan
after giving the person entitled to receive such amount or shares notice as
far in advance as practicable. Alternatively, the Committee may require the
grantee to remit an amount in cash or in Common Stock to satisfy such tax
withholding requirements.
10. Written Agreements
Each award of Stock Options shall be evidenced by a written agreement,
executed by the Eligible Worker Member and the Company, which shall contain
such restrictions, terms and conditions as the Committee may require.
11. Stockholder Approval
The Plan is subject to and contingent upon approval of the Plan by the
shareholders of the Company.
EXHIBIT 5.1
August 15, 1996
Woodward Governor Company
5001 North Second Street
Rockford, Illinois 61125-7001
Re: Woodward Governor Company
Form S-8 Registration Statement
(1934 Act File No. 0-8408)
Gentlemen:
We have acted as counsel for Woodward Governor Company (the
"Company") in connection with the registration statement on Form
S-8 (the "Registration Statement") of the Company which is being
filed with the Securities and Exchange Commission on August 19,
1996 covering up to 200,000 shares of the Company's Common Stock,
$.0625 par value (the "Common Stock"), issuable to eligible
participants in the Company's 1996 Long-Term Incentive
Compensation Plan (the "Plan").
As such counsel, we have examined the Certificate of
Incorporation and Bylaws of the Company, the Plan, the
Registration Statement and such other corporate documents and
records and have made such other inquiries as we have deemed
necessary or advisable in order to enable us to render the
opinions hereinafter set forth.
The Plan provides that shares of Common Stock issuable to
participants in the Plan may be authorized but unissued shares of
Common Stock or issued shares of Common Stock held in the
Treasury.
Based on the foregoing, we are of the opinion that:
1. When authorized but unissued shares of Common Stock issuable
to participants in the Plan have been issued, sold and delivered
pursuant to and as provided by the Plan, such shares of Common
Stock will be legally issued, fully paid and nonassessable.
2. The shares of Common Stock issued as of the date hereof which
will be deliverable to participants in the Plan have been duly
authorized and are legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
/s/Chapman and Cutler
TTOMeara
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Woodward Governor Company on Form S-8 of our report
dated November 13, 1995, on our audits of the consolidated
financial statements and financial statement schedules of
Woodward Governor Company as of September 30, 1995 and 1994, and
for the years ended September 30, 1995, 1994 and 1993, which
report is incorporated herein by reference.
/s/Coopers & Lybrand L.L.P.
Rockford, Illinois
August 19, 1996
EXHIBIT 24.1
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 Rockford, State of Illinois, on
August 15, 1996.
WOODWARD GOVERNOR COMPANY
BY: /S/JOHN A. HALBROOK
JOHN A. HALBROOK
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints John A. Halbrook and Vern H. Cassens and each of them, his true and
lawful attorneys-in-fact and agents, 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 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 under the
Securities Act of 1933.
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 August 15, 1996.
SIGNATURE TITLE
/s/JOHN A. HALBROOK Chairman and Chief Executive
John A. Halbrook Officer
(Principal executive officer)
/s/VERN H. CASSENS Vice President, Treasurer
Vern H. Cassens and Chief Financial Officer
(Principal financial officer)
/s/MARK LEUM Director
Mark Leum
/s/MICHAEL T. YONKER Director
Michael T. Yonker
/s/CARL J. DARGENE Director
Carl J. Dargene
/s/THOMAS W. HEENAN Director
Thomas W. Heenan
/s/J. GRANT BEADLE Director
J. Grant Beadle
/s/LAWRENCE E. GLOYD Director
Lawrence E. Gloyd
/s/J. PETER JEFFREY Director
J. Peter Jeffrey
