<PAGE> 1
As filed with the Securities and Exchange Commission on
November 24, 1997
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WYMAN-GORDON COMPANY
(Exact name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-1992780
(State of Incorporation) (I.R.S. Employer Identification No.)
244 WORCESTER STREET, BOX 8001
GRAFTON, MA 01536-8001
(508)839-4441
(Address, including zip code, and telephone number, including
area code, of Registrant s principal executive offices)
WYMAN-GORDON COMPANY 1997 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
WALLACE F. WHITNEY, JR., ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND CLERK
WYMAN-GORDON COMPANY
244 WORCESTER STREET, BOX 8001
GRAFTON, MASSACHUSETTS 01536-8001
(508)839-8110
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copy to:
MARIAN A. TSE, ESQ.
GOODWIN, PROCTER & HOAR
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
BEING TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 $19.50(2) $29,250,000 $9,000
$1.00 par shares
value
Interests in $29,250,000 N/A N/A N/A
the Wyman-Gordon
Long-Term
Incentive Plan
</TABLE>
[FN]
(1) Plus such additional number of shares of the Registrant's
Common Stock as may be required pursuant to the Wyman-Gordon
Company 1997 Long-Term Incentive Plan in the event of a
stock dividend, reverse stock split, split-up,
recapitalization, forfeiture of stock under the Plan or
other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under
the Securities Act of 1933, as amended (the "Securities
Act"), solely for the purposes of determining the amount of
the registration fee. The registration fee is based upon
the average of the high and low prices for the Registrant's
Common Stock, $1.00 par value per share as reported on the
NASDAQ National Market on November 24, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Wyman-Gordon Company (the "Company") hereby incorporates by
reference the following documents which have previously been
filed with the Securities and Exchange Commission:
(a) The Company s Annual Report on Form 10-K for the fiscal
year ended May 31, 1997.
(b) The Company s Quarterly Report on Form 10-Q for the
quarter ended August 31, 1997; and
(c) The description of the Company s Common Stock, $1.00
par value, contained in the Company s Registration Statement on
Form S-3 dated October 17, 1995.
In addition, all documents subsequently filed with the
Securities and Exchange Commission by the Company pursuant to
Sections 13(a) and 13(c), Section 14 and Section 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment hereto that indicates
that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 67 of the Business Corporation Law of the
Commonwealth of Massachusetts provides that indemnification of
directors, officers, employees or other agents may be provided by
the corporation. Section 13(b)(1-1/2) of the Business
Corporation Law of the Commonwealth of Massachusetts provides
that the Articles of Organization may contain a provision
eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a
director (i) for any breach of the director s duty of loyalty to
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 Sections 61 or 62 of the
Massachusetts Business Corporation Law, or (iv) for any
transaction form which the director derived an improper personal
benefit.
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Article 6(b) of the Company s Restated Articles of
Organization states that:
No director of the Company shall have any personal liability
to the Company or its Stockholders for monetary damages for
breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability; provided, however, that
this Article 6(b) shall not eliminate or limit the liability of a
director (i) for any breach of the director s duty of loyalty to
the Company 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 61 or 62 of
Chapter 156B of the Massachusetts General Laws, or (iv) for any
transaction from which the director derived an improper personal
benefit. The preceding sentence shall not eliminate or limit the
liability of a director for any act or omission occurring prior
to the date upon which this Article 6(b) becomes effective. No
amendment to or repeal of this Article 6(b) shall apply to or
have any effect on the elimination pursuant hereto of liability
or alleged liability of any director of the Company for or with
respect to any acts or omissions of such director occurring prior
to such amendment or repeal. Nothing in this Article 6(b) shall
limit any lawful right to indemnification existing independently
of this Article.
Article V of the Company s By-laws further states that:
1. Right of Indemnification
Every person who is or was a Director, officer or employee
of this Corporation or of any other corporation which he served
at the request of the Corporation and in which the Corporation
owns or owned shares of capital stock or of which it is a
creditor shall have the right to be indemnified by this
Corporation against all reasonable expenses incurred by him in
connection with or resulting from any action, suit or proceeding
in which he may become involved as a party or otherwise by reason
of his being or having been a Director, officer or employee of
the Corporation or such other corporation, provided (a) said
action, suit or proceeding shall be prosecuted to a final
determination and he shall be vindicated on the merits, or (b) in
the absence of such final determination vindicating him on the
merits, the Board of Directors shall determine that he acted in
good faith in the reasonable belief that his action was in the
best interests of the Corporation or such other corporation and
that he cooperated effectively with the Corporation in the
defense and disposition of any said action, suit or proceeding,
said determinations to be made by the Board of Directors acting
through a quorum of disinterested directors, or in its absence on
the opinion of counsel.
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2. Definitions
For purposes of Section 1 of this Article V:
(a) "reasonable expenses" shall include but not be limited to
reasonable counsel fees and disbursements, amounts of any
judgment, fine or penalty, and reasonable amounts paid in
settlement, but in no event shall "reasonable expenses" include
any item for which indemnification would be contrary to law;
(b) "action, suit or proceeding" shall include every claim,
action, suit or proceeding, whether civil or criminal, derivative
or otherwise, administrative, judicial or legislative, any appeal
relating thereto, and shall include any reasonable apprehension
or threat of such a claim, action, suit or proceeding; and (c) a
settlement, plea of nolo contendere, consent judgment, adverse
civil judgment, or conviction shall not of itself create a
presumption that the person seeking indemnification did not act
in good faith in the reasonable belief that his action was in the
best interests of this Corporation or such other corporation, but
the Board of Directors shall be bound by a civil judgment or
conviction which adjudges that the person did not act in good
faith in the reasonable belief that his action was in the best
interests of this Corporation or such other corporation.
3. Persons Entitled to Indemnification
The right of indemnification shall extend to any person
otherwise entitled to it under this Article V whether or not that
person continues to be a director or officer of this Corporation
at the time such liability or expense shall be incurred. The
right of indemnification shall extend to the legal
representatives and heirs of any person otherwise entitled to
indemnification. If a person meets the requirements of this
Article V with respect to some matters in an action, suit or
proceeding, but not with respect to others, he shall be entitled
to indemnification as to the former. Advances against liability
and expenses may be made by the Corporation on terms fixed by the
Board of Directors subject to an obligation to repay if
indemnification proves unwarranted.
4. Bylaw Not Exclusive
This Article V shall not exclude any other rights of
indemnification or other rights to which any Director, officer or
employee may be entitled by contract, by vote of the Board of
Directors, or as a matter of law. If any clause, provision or
application of this Article V shall be determined to be invalid,
the other clauses, provisions or applications of these Bylaws
shall not be affected but shall remain in full force and effect.
The provisions of this Article V shall be applicable to actions,
suits or proceedings commenced after the adoption hereof, whether
arising from acts or omissions occurring before or after the
adoption hereof.
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(b) In addition to the indemnification provided under the
Company s By-laws, the Company has entered into agreements with
its directors and certain of its executive officers which,
subject to certain limitations, provide for indemnification of
such directors and executive officers to the full extent
authorized by Section 67 of the Massachusetts Business
Corporation Law or Article V of the By-Laws, whichever is more
favorable to the director or executive officer. In addition, the
agreements provide that if the Company elects not to maintain
director and officer liability insurance policies, the Company
will indemnify the officer or director to the full extent of the
coverage which would otherwise have been provided pursuant to the
insurance policy as it was last in effect between the insurer and
the Company.
(c) The Company maintains insurance covering the directors
and executive officers of the Company and its subsidiaries
against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed.
Exhibits
4.3 Wyman-Gordon Company 1997 Long-Term Incentive Plan
incorporated by reference to Appendix B to the
registrant's definitive Proxy Statement dated August
27, 1997 in connection with its 1997 Annual Meeting).
5.1 Opinion of Goodwin, Procter & Hoar as to the legality
of the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on signature pages to this
registration statement).
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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any acts 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
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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 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 "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 (a)(1)(i) and
(a)(1)(ii) herein 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 undersigned 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; and
(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.
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(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
Securities and Exchange 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Wyman-Gordon Company 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 Town of Grafton, State of Massachusetts, on this 15th day of
October, 1997.
WYMAN-GORDON COMPANY
By: /S/ DAVID P. GRUBER
David P. Gruber, President,
Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of Wyman-Gordon Company hereby severally
constitute and appoint David P. Gruber, Andrew C. Genor and
Wallace F. Whitney, Jr., and each of them singly, our true and
lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and
in our capacities as officers and directors to enable Wyman-
Gordon Company to comply with the provisions of the Securities
Act of 1933, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as
they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/DAVID P. GRUBER Chairman and Chief October 15, 1997
David P. Gruber Executive Officer
/S/ANDREW C. GENOR Vice President, Chief October 15, 1997
Andrew C. Genor Financial Officer and
Treasurer and Principal
Financial Officer
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/S/JEFFREY B. LAVIN Corporate Controller October 15, 1997
Jeffrey B. Lavin (Principal Accounting
Officer)
/S/E. PAUL CASEY Director October 15, 1997
E. Paul Casey
/S/WARNER S. FLETCHER Director October 15, 1997
Warner S. Fletcher
/S/ROBERT G. FOSTER Director October 15, 1997
Robert G. Foster
/S/RUSSELL E. FULLER Director October 15, 1997
Russell E. Fuller
/S/CHARLES W. GRIGG Director October 15, 1997
Charles W. Grigg
/S/M HOWARD JACOBSON Director October 15, 1997
M Howard Jacobson
/S/JUDITH S. KING Director October 15, 1997
Judith S. King
/S/H. JOHN RILEY, JR. Director October 15, 1997
H. John Riley, Jr.
/S/DAVID A. WHITE, JR. Director October 15, 1997
David A. White, Jr.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
<S> <C> <C>
4.3 Wyman-Gordon Company 1997 Long-Term -
Incentive Plan (incorporated by reference
to Appendix B to the registrant's definitive
Proxy Statement dated August 27, 1997 in
connection with its 1997 Annual Meeting).
5.1 Opinion of Goodwin, Procter & Hoar as to E-2
the legality of the securities being
registered.
23.1 Consent of Goodwin, Procter & Hoar -
(included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP. E-3
24.1 Powers of Attorney (included on signature 9
pages to this registration statement).
</TABLE>
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EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE: (617)570-1000
TELECOPIER: (617)227-8591
November 24, 1997
Wyman-Gordon Company
244 Worcester Street, Box 8001
Grafton, MA 01536-8001
RE: Wyman-Gordon Company Long-Term Incentive Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the
registration, pursuant to the Securities Act of 1933, as amended
(the "Act"), of 1,500,000 shares of the Common Stock, par value
$1.00 per share (the "Shares"), of Wyman-Gordon Company (the
"Company") which may be issued upon the exercise of options
granted under the Company's Long-Term Incentive Plan (the
"Plan").
We have acted as counsel to the Company in connection with
the preparation of the Plan and the registration of the Shares
under the Act. We have examined the Amended and Restated
Articles of Organization and the By-Laws of the Company; such
records of proceedings of the Company's Board of Directors as we
have deemed material; a Registration Statement on Form S-8 under
the Act relating to the Shares (the "Registration Statement");
and such other certificates, records, instruments and documents
as we considered necessary for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any
jurisdictions other than the laws of the United States of America
and the Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we are of the
opinion that upon the issuance and delivery of the Shares against
payment therefor in accordance with the terms of the Registration
Statement and the Plan, the Shares will be legally issued, fully
paid and non-assessable shares of the Company's Common Stock.
E-2<PAGE>
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GOODWIN, PROCTER & HOAR LLP
Wyman-Gordon Company
November 24, 1997
Page 2
The foregoing assumes that all requisite steps will be taken
to comply with the requirements of the Act, applicable
requirements of state laws regulating the offer and sale of
securities and applicable requirements of the National
Association of Securities Dealers, Inc.
We understand that this opinion is to be used in connection
with the Registration Statement. We consent to the use of our
name in the Registration Statement and the filing of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
/S/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Wyman-Gordon
Company 1997 Long-Term Incentive Plan of our report dated June
23, 1997, with respect to the consolidated financial statements
and schedule of Wyman-Gordon Company included in its Annual
Report (Form 10-K) for the year ended May 31, 1997, filed with
the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Boston, Massachusetts
November 24, 1997
E-3
