As filed with the Securities and Exchange Commission on March 31, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________________________
ZENITH ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-1996520
(State or other jurisdiction of (I.R.S. employer Identification No.)
incorporation or organization)
1000 Milwaukee Avenue
Glenview, Illinois 60025
(Address of principal executive offices)
1987 ZENITH STOCK INCENTIVE PLAN
(Full title of the plan)
RICHARD F. VITKUS
Senior Vice President and General Counsel
Zenith Electronics Corporation
1000 Milwaukee Avenue
Glenview, Illinois 60025
(Name and address of agent for service)
(708) 391-7000
(Telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
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| Title of | | | | |
|securities| | Proposed maximum | Proposed maximum| Amount of |
| to be | Amount to be | offering price | aggregate | registration |
|registered| registered | per share | offering price | fee |
|----------|--------------|------------------|-----------------|--------------|
|Common | 1,000,000 | $7.8125(1) | $7,812,500(1) | $2,694.00(1)|
|Stock, | shares | | | |
|$1.00 par | | | | |
|value | | | | |
|----------|--------------|------------------|-----------------|--------------|
|Common | 1,000,000(2)| -(2) | -(2) | -(2) |
|Stock | | | | |
|Purchase | | | | |
|Rights | | | | |
------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of l933, based upon the
average of the high and low sale prices of Common Stock of the Registrant
on the New York Stock Exchange on March 29, 1995.
(2) Rights are initially carried and traded with the Common Stock of the
Registrant. Value attributable to such Rights, if any, is reflected in the
market price of the Common Stock.
<PAGE>
March 31, 1995
THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT
OF 1933, AS AMENDED
ZENITH ELECTRONICS CORPORATION
1987 ZENITH STOCK INCENTIVE PLAN
This document relates to shares of common stock, par
value $1.00 per share (the "Common Stock"), of Zenith Electronics
Corporation ("Zenith") which may be issued (i) as stock bonus awards
or upon the exercise of stock options or stock appreciation rights
which may be granted to select officers and other key employees of the
Company and its subsidiaries (collectively, the "Company") or (ii) as
stock bonus awards or upon the exercise of stock options which are
granted to non-employee directors of the Company, in each case
pursuant to the 1987 Zenith Stock Incentive Plan (the "Plan"). This
document may be used only in connection with offers and sales by
Zenith of shares of Common Stock under the Plan and may not be used
by participants in the Plan for reoffers or resales of shares of Common
Stock. Under the federal securities laws, persons who are deemed to
be "affiliates" of Zenith are restricted in the resale of Common Stock
owned by them. See "Resale Restrictions" below.
DESCRIPTION OF THE PLAN
In 1986, Zenith's Board of Directors (the "Board")
adopted, and in 1987 its stockholders approved, the Plan. The Plan
became effective on April 28, 1987.
The following summary of certain provisions of the Plan
does not purport to be a complete statement of such provisions or their
operation and is qualified in its entirety by reference to the Plan.
Additional information about the Plan and the Plan administrators can
be obtained from David S. Levin, Secretary, Zenith Electronics
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025
(telephone 708-391-8048).
<PAGE>
Purpose of the Plan. The purpose of the Plan is to
foster and promote the long-term financial success of the Company and
increase stockholder value by (i) attracting and retaining key personnel
possessing outstanding abilities; (ii) strengthening the Company's
capability to develop, maintain and direct its management team; (iii)
motivating key personnel, by means of performance-related incentives,
to achieve long-term performance goals; (iv) providing key employees
with the opportunity to participate in the long-term growth and
financial success of the Company and (v) attracting, retaining and
motivating non-employee directors.
Duration. All grants pursuant to the Plan must be made
within ten years from April 28, 1987, the effective date of the Plan.
The Plan shall terminate on April 28, 1997, unless terminated prior
thereto by the Board.
Participation. Participation in the Plan is limited to
selected present or future officers and other key employees of the
Company and to non-employee directors of Zenith.
Administration of the Plan. The Organization and
Compensation Committee of the Board of Directors (the
"Committee"), consisting of at least two disinterested persons, will
administer the Plan. Subject to the limitations of the Plan, the
Committee is authorized to interpret and administer the Plan, to
establish selection guidelines and select eligible persons for
participation in the Plan, to determine the form and number of shares
covered by grants under the Plan, to establish, when necessary, the fair
market value of Common Stock covered by grants under the Plan, to
fix restriction and forfeiture provisions, to establish the time and
conditions of vesting or exercise and the conditions, if any, under which
vesting or exercise may be accelerated, and all other terms and
conditions of grants. The Committee may, in its discretion, delegate to
Zenith's Chief Executive Officer the authority to select and make grants
to eligible employees who are not directors or officers of the Company.
Members of the committee are elected annually by the Board to serve
for terms of one year and may be removed in the discretion of the
Board. No member of the Committee is eligible to receive grants other
than automatic grants of 1,000 shares of Common Stock on the first
Tuesday of each December and options to purchase 2,000 shares of
Common Stock on the day following the annual meeting each year of
Zenith's stockholders at a price per share equal to the fair market value
of a share of Common Stock on the date of grant.
Zenith pays the expenses in connection with the
administration of the Plan and the issuance of shares of Common
Stock.
Securities Subject to the Plan. The maximum number of
shares of Common Stock with respect to which grants may be made in
any calendar year under the Plan shall not exceed two percent (2%) of
the number of shares of Common Stock issued and outstanding as of
the first day of the period in which such grants are made. The
maximum number of shares of Common Stock with respect to which
grants may be made in 1995 is approximately 900,000. Shares of
Common Stock that are the subject of grants made under the Plan,
which are not issued by reason of the expiration, cancellation or other
termination of grants, shall again be available for future grants.
Shares of Common Stock to be issued under the Plan
may be authorized and unissued shares, treasury stock or a combination
thereof.
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The number and prices of shares shall be adjusted to
give effect to stock dividends, stock splits, or other relevant changes in
capitalization.
Amendment or Termination. The Board may at any
time terminate or amend the Plan, except that the provisions relating to
grants to non-employee directors of Common Stock and options to
purchase Common Stock may not in general be amended more than
once every six months and no amendment may be made without
stockholder approval if such amendment would increase the maximum
number of shares available for issuance under the Plan with respect to
grants made in any calendar year, modify the class of eligible employees
or materially increase the benefits accruing to participants under the
Plan or otherwise require approval under Rule 16b-3 of the Securities
Exchange Act of 1934 (the "Exchange Act"). Subject to the consent of
the participant where such consent is required by law, the Committee
may alter, amend or modify any award or grant under the Plan in any
manner not inconsistent with the Plan, if the Committee deems such
action in the best interests of the participant or the Company.
Award Agreements. Each award will be evidenced by
an award agreement which may contain such provisions as the
Committee approves, not inconsistent with this Plan, including
provisions relating to forfeiture of awards and provisions which may be
required by law.
STOCK BONUS AWARDS
The Plan provides for the issuance of stock bonus
awards in the form of performance shares or units, stock units or shares
of restricted Common Stock. Awards are made on the basis of
performance or continued employment with the Company.
Performance Awards. Performance awards are based
upon the achievement of specified corporate, group, divisional,
individual or other specified objectives, and the number of shares or
units awarded depends upon the degree of achievement of such
objectives. Participants shall have no right, title or interest in
performance shares or units until such time as the degree of
achievement of the specified objectives has been determined. Upon
such determination, the interest of the participant in the performance
units or shares shall vest as set forth in the award.
Fixed Awards. Fixed awards of shares of restricted
Common Stock or stock units shall be made on the basis of the
continued employment of the participant with the Company for a
specified period of at least one year. Fixed awards may also be given in
consideration of an officer's or key employees' consulting services to
the Company or compliance with an agreement not to compete with the
Company for a period of at least one year.
Restricted Stock. Shares of Common Stock awarded as
bonuses under the Plan shall contain such resale restrictions and
forfeiture provisions as the Committee may deem appropriate. A
participant shall have the right to vote and to receive dividends on
shares of restricted stock granted under the Plan.
-3-
Stock Units. If stock units are credited to a participant
pursuant to an award, amounts equal to dividends otherwise payable on
a like number of shares of Common Stock after the crediting of the
units may, if the award so provides, be paid to the participant as and
when paid or credited to an account for the participant and held until
the award is forfeited or paid out. Interest may be credited on any such
account annually.
Taxes. The Committee may, in its discretion, require as
a condition of exercise or vesting of a stock bonus award, that the
participant pay to the Company any federal, state or local withholding
tax required to be paid, which payment may be made in cash or in
shares of Common Stock.
Vesting of Awards. The Committee may, in its
discretion, provide for total or partial early vesting of an award in the
event of a participant's death, permanent and total disability or
retirement, or if any event has or is expected to occur which would
result in the termination of a public trading market for the Common
Stock. At the time of vesting, the award shall be paid to the participant
either in shares of Common Stock having a fair market value equal to
the maturity value of the award or units, or in cash equal to the
maturity value of the award or units, or in such combination thereof as
the Committee shall determine. Shares of restricted Common Stock
issued pursuant to an award shall, at the time of vesting, be released
from the restrictions.
Non-Transferability. All stock bonus awards under the
Plan shall not be transferable, except that the Committee may determine
that such awards may be transferred by will or the laws of descent and
distribution or as otherwise permitted by Rule 16b-3 of the Exchange
Act.
STOCK OPTIONS
Option Price. The option price of any option granted
under the Plan shall be not less than 100% of the fair market value at
the time the option is granted.
Terms of Exercise. No option may be exercisable more
than ten years after the date of grant. Options granted pursuant to the
Plan may be exercised during the optionee's continued employment by
the Company and for a period not in excess of three years following the
termination of such employment. The executor, administrator or
personal representative of a deceased optionee may exercise options
held by such optionee for a period not in excess of three years after the
death of the optionee.
Incentive Stock Options. With respect to "incentive
stock options" as defined in Section 422(b) of the Code, the aggregate
fair market value (determined at the time the option is granted) of the
Common Stock with respect to which incentive stock options are
exercisable for the first time by such individual during any calendar year
(under all plans of the Company and its subsidiaries) shall not exceed
$100,000.
Loans. The Committee may, in its discretion, authorize
loans by the Company to optionees to assist in the exercise of options,
whether granted pursuant to the Plan or any prior stock option plan of
Zenith, any such loans to be in an amount not in excess of the exercise
price of the option plus any federal, state or local income tax payable
by the optionee by reason of such exercise as the
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Committee shall determine, and to be for such term, to bear such
interest and to be on such other terms and conditions as the Committee
may determine.
Payment of Option Price. Payment of the option price
may be made in cash or in shares of Common Stock having a fair
market value equal to the option price or a combination thereof.
The Committee may, in its discretion, require as a
condition of exercise that the optionee pay to the Company any federal,
state or local withholding tax payable as a result of such exercise. The
optionee may pay such taxes in cash or in shares of Common Stock
having a fair market value equal to the amount of the required tax.
Non-Transferability. Options are not transferable
otherwise than by will or by the laws of descent and distribution and
may be exercised during the lifetime of the optionee only by him.
Options may not be pledged or hypothecated by the holder.
STOCK APPRECIATION RIGHTS
Under the Plan, stock appreciation rights may be
granted separately or in tandem with option grants either at the time of
the option grant or subsequently. Upon exercise, the holder of a stock
appreciation right is entitled to receive the appreciation in market value
of the Common Stock from the date of grant to the exercise date or, in
the case of rights granted in tandem with options from the date of grant
of the related option to the exercise date. For example, if the option
price per share of Common Stock is $10, and on the date of exercise of
the stock appreciation right the fair market value per share is $15, then
the holder would be entitled to the appreciation of $5 per share. The
amount of appreciation is payable in cash, shares of Common Stock or
in a combination of shares and cash, as determined by the Committee.
The number of shares payable to an optionee upon the exercise of stock
appreciation rights is determined by dividing the aggregate amount of
the appreciation of the rights being exercised by the optionee by the fair
market value of a share of the Common Stock on the date of exercise.
The exercise of a stock appreciation right granted in
tandem with a stock option cancels the related stock option, and the
exercise of a stock option cancels the related stock appreciation right.
Stock appreciation rights shall be exercisable not more than ten years
after the date of grant. Stock appreciation rights shall not be
transferable, except that an executor, administrator or personal
representative of a deceased grantee may exercise rights held by such
grantee for a period of three months after the death of the grantee.
Stock appreciation rights may be exercised while a grantee is employed
by the Company and for a period of three months after termination of
such employment, provided, that if the terms of the grant so provide, a
grantee who is a director of the Company may exercise rights for such
longer period after termination of employment as such grantee remains
a director of the Company.
NON-EMPLOYEE DIRECTORS' STOCK PLAN
Stock Awards. Each person who is a non-employee
director of Zenith on the first Tuesday of December of each year, will
be issued 1,000 shares of Common Stock as compensation for his or
her service as a director.
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Options. Each year during the term of the Plan, each
person who is a non-employee director of Zenith on the day following
Zenith's annual meeting of stockholders shall on such day be granted an
option to purchase 2,000 shares of Common Stock at a price per share
equal to 100% of the fair market value of a share of Common Stock on
the date of grant. Such options may be exercised for a period of ten
years beginning on the date of grant and the option price may be paid in
cash or in shares of Common Stock having a fair market value equal to
the option price or a combination thereof. Such an option is not
transferable and may, during the lifetime of the director, be exercised
only by such director, except that such option may be exercised by the
executor, administrator or personal representative of a deceased
director at any time within two years following the date of death. Such
an option will expire six months following the date on which the
director ceases to serve as a member of the Board, unless such
cessation is by reason of death, total disability or retirement at or after
attaining age 62, in which case such option will expire two years
following the date of such cessation. If such a director dies within six
months after ceasing to serve as a member of the Board, such option
may be exercised by the executor, administrator or personal
representative for two years following the date of death.
FEDERAL INCOME TAX CONSEQUENCES
The Plan is not intended to be and does not qualify as a
pension, profit sharing or other "qualified" plan under Section 401(a) of
the Code and is not subject to the Employee Retirement Income
Security Act of 1974.
The following is a summary of the United States federal
income tax consequences of participation in the various facets of the
Plan.
Stock Bonus Awards
(a) A participant will not recognize income upon the
grant of a stock bonus award in the form of stock units, nor will the
Company be entitled to a deduction at the time of the grant. Upon the
vesting of an award made in the form of stock units, the participant will
recognize taxable compensation in an amount equal to the amount of
the cash paid as a result of the vesting plus the then fair market value of
any shares of Common Stock issued as a result of such vesting.
The taxable compensation recognized by a participant
upon vesting of an award made in the form of stock units is subject to
withholding of tax by the Company. The Company will be entitled to a
tax deduction in an amount equal to the taxable compensation. The tax
basis of any shares of Common Stock received upon vesting of an
award in the form of stock units will be the fair market value of such
shares used to determine the amount of the participant's taxable
compensation and the holding period for such shares will commence on
the date on which the compensation is recognized by the participant.
(b) A participant will not, unless he elects otherwise,
recognize income upon the receipt of a stock bonus award in the form
of shares of restricted Common Stock, but upon vesting of such shares,
the participant will recognize taxable compensation in an amount equal
to the then fair market value of such shares. A participant may elect,
by filing such election with the Internal Revenue Service within 30 days
after the date of an award of shares of restricted Common Stock, to
recognize income at
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the time of the award in an amount equal to the then fair market value
of the shares of Common Stock awarded rather than at the later vesting
date. However, if shares for which a participant has made such an
election are forfeited, the participant will not recognize any loss or be
entitled to any deduction. Dividends received by a participant with
respect to shares of restricted Common Stock will, until the time when
the participant recognizes taxable compensation in respect of the
shares, be deemed taxable compensation to the participant.
The taxable compensation recognized by a participant
with respect to an award of shares of restricted Common Stock or
dividends paid thereon is subject to withholding of tax by the Company
at the time such compensation is recognized by the participant. The
Company will be entitled to a tax deduction in an amount equal to the
taxable compensation recognized by the participant at the time the
participant recognizes the taxable compensation. The tax basis of
shares of restricted Common Stock will be the fair market value of such
shares used to determine the amount of the participant's taxable
compensation, and the holding period for such shares will commence
on the date on which the compensation is recognized by the participant.
Stock Options and Stock Appreciation Rights
(a) A participant granted non-qualified stock options,
incentive stock options or stock appreciation rights will not recognize
any taxable income at the time the options or rights are granted, and the
Company will not be allowed a tax deduction at that time.
(b) A participant who exercises a non-qualified stock
option will recognize taxable compensation at the time of exercise in an
amount equal to the excess, if any, of the fair market value at the time
of exercise of the shares acquired over their option price. Similarly, a
participant who exercises a stock appreciation right will recognize
taxable compensation at the time of exercise in an amount equal to the
sum of any cash received, plus the fair market value at the time of
exercise of any shares of Common Stock received. Notwithstanding
the foregoing, an officer or director (within the meaning of Section
16(b) of the Exchange Act) who exercises a non-qualified option within
six months after it is granted will, unless he elects otherwise, recognize
taxable compensation at the time the restrictions imposed by Section
16(b) of the Exchange Act with respect to such grant lapse, generally
six months after grant, in an amount equal to the excess, if any, of the
fair market value at such time of the shares acquired over the option
price, and an officer or director who receives shares of Common Stock
upon exercise of a stock appreciation right within six months after it is
granted will, unless he elects otherwise, recognize taxable
compensation at the time the restrictions imposed by Section 16(b) of
the Exchange Act with respect to the receipt of such shares lapse, in an
amount equal to the fair market value at such time of the shares so
acquired.
(c) The taxable compensation recognized by a
participant upon exercise of non-qualified stock options or stock
appreciation right is subject to withholding of tax by the Company.
The Company will be entitled to a tax deduction in an amount equal to
the taxable compensation recognized by participants. The tax basis of
any shares received upon exercise of non-qualified stock options or
stock appreciation rights will be the fair market value of such shares
used to determine the participant's taxable compensation and the
participant's holding period will commence on the date of exercise of
such option or stock appreciation right.
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(d) A participant will not recognize any additional
income by reason of delivery of shares, rather than cash, as payment for
shares acquired upon exercise of non-qualified stock options. Under
current Internal Revenue Service rulings, the number of shares received
upon exercise equal to the number of shares so delivered will have the
same basis and holding period as the shares delivered and the basis of
any remaining shares will be equal to the amount of income recognized
by the participant upon exercise of the option. If the shares delivered
were acquired by prior exercise of an incentive stock option, while such
delivery will not be a disqualifying disposition, a number of shares equal
to the number of shares so delivered will be treated as having been
acquired on exercise of the prior incentive stock option, and hence the
disqualifying disposition rules discussed in the following paragraphs
will continue to be applicable to such shares.
(e) Participants exercising incentive stock options will
not be deemed to have received any taxable income at the time of
exercise of the option, provided that such exercise occurs during
employment, within three months following termination of employment
for reasons other than death or disability or within one year after
termination of employment because of disability. However, the excess
of the fair market value of the shares acquired by exercise of an
incentive stock option over their option price is included in alternative
minimum taxable income subject to the alternative minimum tax. If a
participant disposes of the shares acquired by exercise of an incentive
stock option within the period ending on the later of (i) two years after
the date of the grant of such option and (ii) one year after the date of
transfer of such shares to the participant pursuant to such exercise (any
such disposition within such period being referred to as a "disqualifying
disposition"), then:
(1) If the amount realized upon such disposition is equal to or
more than the fair market value of such shares on the date of exercise:
(aa) the amount, if any, by which such fair market value on the
date of exercise exceeds the option price of such shares will be treated
as taxable compensation to the participant in the year of disposition,
and
(bb) the amount, if any, realized in excess of such fair market
value at the date of exercise will be treated as long-term capital gain if
such shares were held for more than 12 months after the date of
exercise or a short-term capital gain if such shares were held for a
shorter period.
(2) If the amount realized on such disposition is less than the
fair market value of such shares on the date of exercise but not less
than the option price, the excess of the amount realized over the option
price will be treated as taxable compensation to the participant in the
year of disposition;
(3) If the amount realized upon such disposition is less than the
option price, the excess of the option price over the amount realized
will be treated as long-term capital loss if the shares were held for more
than 12 months after the date of exercise and as a short-term capital
loss if such shares were held for a shorter period;
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(4) Notwithstanding subparagraphs (2) and (3) above, if a
disqualifying disposition is a transaction (such as a sale between
designated related parties or a gift) in which any loss sustained would
not be recognized under the Code, the difference between the fair
market value of the shares at the date of exercise and option price of
such shares will be treated as taxable compensation to the participant in
the year of such disposition; and
(5) The Company will be allowed a deduction for federal
income tax purposes in the year of disposition to the extent the
participant recognizes taxable compensation.
The disposition of shares acquired by exercise of an
incentive stock option at any time after the death of the participant will
not be treated as a disqualifying disposition.
If a participant exercises an incentive stock option more
than three months after termination of employment for reasons other
than disability or death or more than one year after termination because
of disability, then such option will be treated in the same manner as a
non-qualified stock option.
(f) A participant will not recognize any income by
reason of delivery of shares acquired by a prior exercise of an incentive
stock option as payment for shares acquired by exercise of an incentive
stock option if such delivery is not a disqualifying disposition. If
delivery of such shares is a disqualifying disposition, the difference
between the fair market value of the shares so delivered on the date of
such prior exercise and the option price of such shares will be treated as
taxable compensation to the participant in the year of such disposition.
(g) If a participant pays the option price for shares
acquired by exercise of an incentive stock option in cash, his basis for
such shares will be equal to the amount paid. If a participant delivers
shares in payment of such option price, under proposed Treasury
Department regulations, the participant's basis for a number of shares
received equal to the number of shares delivered will be the same as for
the shares delivered except that the basis for such shares will be
increased by income recognized if such delivery constitutes a
disqualifying disposition of the delivered shares. The holding period for
a number of shares received equal to the number of shares delivered
shall be the same as that of the shares delivered, except for purposes of
determining whether there is subsequently a disqualifying disposition of
the shares received. The basis of the shares received in excess of the
number of shares delivered will be zero. Any disqualifying disposition
of stock acquired by delivery of previously acquired shares is deemed
to be a disposition of the stock with the lowest basis.
(h) Effective for taxable years beginning after
December 31, 1990 net long-term capital gains are eligible for a
maximum marginal income tax rate limitation.
The foregoing is only a summary of the applicable
federal income tax laws and should not be relied upon as being a
complete statement. Further, the income tax laws may change after the
date of this document. A participant should consult his own tax
advisor with respect to specific federal, state and other tax
consequences of his participation in the Plan.
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RESALE RESTRICTIONS
The Plan does not impose restrictions upon the resale by
participants of Common Stock acquired under the Plan. However,
under the federal securities laws, participants who are deemed to be
"affiliates" of Zenith are restricted in the resale of Common Stock
owned by them (whether acquired under the Plan or otherwise). For
this purpose, an "affiliate" of Zenith is any person who controls Zenith,
is controlled by Zenith, or is under common control with Zenith,
whether directly or indirectly through one or more intermediaries.
Resales by "affiliates" may be made only pursuant to an
effective registration statement under the Securities Act of 1933 (the
"Securities Act") or pursuant to an exemption from the registration
requirements thereunder. One such exemption is provided for certain
"brokers' transactions" which comply with all the conditions set forth in
Rule 144 under the Securities Act. No registration statement covering
resales by affiliates is in effect at the date of this document, and none is
presently anticipated to be filed by Zenith. Accordingly, affiliates of
Zenith should expect that any resales by them will need to be made in
compliance with the applicable provisions of Rule 144 or pursuant to
another available exemption from registration.
The restrictions imposed by Section 16 of the Exchange
Act upon any officer, director or holder of more than 10% of the
Common Stock may restrict the exercise of options and stock
appreciation rights granted under the Plan and resales of Common
Stock acquired under the Plan by such persons. Such persons should
consult their legal advisors prior to engaging in such transactions.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Exchange Act and in accordance therewith files
reports and other information with the Securities and Exchange
Commission (the "Commission"). Certain of the documents so filed are
incorporated by reference in the Registration Statement filed by Zenith
with the Commission with respect to the shares of Common Stock
offered hereby. The Company hereby undertakes to provide without
charge to each participant in the Plan, on the written or oral request of
any such person, a copy of any or all of the documents so incorporated
by reference or any other documents required to be delivered pursuant
to Rule 428(b) under the Securities Act. Requests for such copies
should be directed to David S. Levin, Secretary, Zenith Electronics
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025
(708/391-8048).
Neither delivery of this document nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no
change in the information herein since the date of this document. No
person is authorized to give any information or make any
representations other than as contained in this document, and, if given
or made, such information or representations must not be relied upon.
This document does not constitute an offer or a solicitation of an offer
to buy any security in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
-10-
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the
Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Annual Report on Form 10-K of Zenith
Electronics Corporation (the "Company") for the year ended December
31, 1994.
(b) The Company's Current Reports on Form 8-K,
dated February 9, 1995, February 15, 1995 and February 23, 1995.
(c) All other reports filed by the Company pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of l934, as
amended (the "Exchange Act"), since December 31, 1994.
(d) The description of the Company's common
stock, $1.00 par value (the "Common Stock"), which is contained in a
registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
(e) The description of the Common Stock Purchase
Rights of the Company contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the respective dates of filing of
such documents (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents").
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
II-1
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 ("Section 145") of the
Delaware General Corporation Law of the State of Delaware (the
"Delaware GCL") which provides for indemnification of directors and
officers in certain circumstances.
In accordance with Section 102(b)(7) of the Delaware
GCL, the Company's Restated Certificate of Incorporation, as
amended, provides that directors shall not be personally liable for
monetary damages for breaches of their fiduciary duty as directors
except for (i) breaches of their duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) unlawful
payment of dividends under Section 174 of the Delaware GCL or (iv)
transactions from which a director derives an improper personal
benefit.
The Restated Certificate of Incorporation, as amended,
of the Company provides for indemnification of directors and officers
to the full extent provided by the Delaware GCL, as amended from
time to time. It states that the indemnification provided therein shall
not be deemed exclusive. The Company may maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the Company, or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify him
against such expense, liability or loss, under the provisions of the
Delaware GCL.
The Company has entered into agreements with each of
its directors and officers pursuant to which it has agreed to indemnify
each such person under certain circumstances.
Pursuant to Section 145 and the Certificate of
Incorporation, the Company maintains directors' and officers' liability
insurance coverage.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index immediately preceding the exhibits
to this Registration Statement.
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;
II-2
(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; 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) do not apply if the registration statement is on Form S-3 or
Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of l933, 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
of l933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of l934 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 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.
II-3
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 Glenview, State of Illinois, on this 30th day of March, 1995.
ZENITH ELECTRONICS CORPORATION
By: /s/ Jerry K. Pearlman
----------------------
Jerry K. Pearlman
Chairman, President and
Chief Executive Officer
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 March 30, 1995.
/s/ Jerry K. Pearlman Director, Chairman and Chief Executive Officer
---------------------- (Principal Executive Officer)
Jerry K. Pearlman
/s/ Albin F. Moschner Director, President and Chief Operating Officer
----------------------
Albin F. Moschner
/s/ Kell B. Benson Senior Vice President-Finance and
---------------------- Chief Financial Officer
Kell B. Benson (Principal Financial and
Principal Accounting Officer)
* Director
----------------------
Harry G. Beckner
* Director
----------------------
T. Kimball Brooker
* Director
----------------------
David H. Cohen
* Director
----------------------
Ilene S. Gordon
* Director
----------------------
Charles Marshall
* Director
----------------------
Gerald M. McCarthy
* Director
---------------------
Andrew McNally IV
* Director
----------------------
Peter S. Willmott
*By /s/ David S. Levin
------------------
David S. Levin
Attorney-in-Fact
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Description
-----------------------------------------------------------------------------
4(a) Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1992.
4(b) By-laws of the Company, as amended (incorporated by
reference to Exhibit 3 to the Company's Current Report on
Form 8-K, dated January 31, 1994).
4(c) Specimen certificate representing Common Stock, $1.00 par
value (incorporated by reference to Exhibit 4(c) to the
Company's Registration Statement on Form S-3, Registration
Number 33-15277).
4(d) Stockholder Rights Agreement, dated as of October 3, 1986
(incorporated by reference to Exhibit 4c of the Company's Quarterly
Report on Form 10-Q for the quarter ended September
28, 1991).
4(e) Amendment, dated April 26, 1988, to Stockholder Rights Agreement
(incorporated by reference to Exhibit 4 (d) of the
Company's Quarterly Report on Form 10-Q for the quarter ended April 3,
1993).
4(f) Amended and Restated Summary of Rights to Purchase Common
Stock (incorporated by reference to Exhibit 4(e) of the
Company's Quarterly Report on Form 10-Q, for the quarter ended July 3,
1993).
4(g) Amendment, dated July 7, 1988, to Stockholder Rights
Agreement (incorporated by reference to Exhibit 4(f) of the
Company's Quarterly Report on Form 10-Q for the quarter ended July 3,
1993).
4(h) Agreement, dated May 23, 1991, among Zenith Electronics Corporation,
The First National Bank of Boston and Harris Trust and
Savings Bank (incorporated by reference to Exhibit 1 of Form 8 dated
May 30, 1991).
4(i) Amendment, dated May 24, 1991, to Stockholder Rights Agreement
(incorporated by reference to Exhibit 2 of Form 8 dated May 30, 1991).
4(j) Agreement, dated as of February 1, 1993, among Zenith Electronics
Corporation, The Bank of New York and Harris Trust and Savings
Bank (incorporated by reference to Exhibit 1 to Form 8 dated
March 25, 1993).
4(k) Certificate of Amendment of Restated Certificate of Incorporation
dated May 4, 1993 (incorporated by reference to Exhibit 4(l) of the
Company's Quarterly Report on Form 10-Q for the Quarter ended
April 3, 1993).
4(l) Credit Agreement dated as of May 21, 1993 with General Electric Capital
Corporation, as agent and lender, and the other lenders named therein
(incorporated by reference to Exhibit 4 of the Company's Current
Report on Form 8-K dated May 21, 1993).
4(m) Amendment No. 1 dated November 8, 1993 to the Credit Agreement dated
May 21, 1993, with General Electric Capital Corporation, as agent and
lender, and the other lenders named therein (incorporated by reference
to Exhibit 4(b) of the Company's Current Report on Form 8-K dated
November 19, 1993).
4(n) Amendment No. 3 dated January 7, 1994 to the Credit Agreement dated
May 21, 1993 with General Electric Capital Corporation, as agent and
lender, and the other lenders named therein (incorporated by reference
to Exhibit 4(b) of the Company's Current Report on Form 8-K dated
January 11, 1994).
4(o) Fourth Amendment dated as of January 28, 1994 to the Credit Agreement
dated May 21, 1993, with General Electric Capital Corporation, as agent
and lender, and the other lenders named therein (incorporated by
reference to Exhibit 4 of the Company's Current Report on Form 8-K dated
January 31, 1994).
4(p) Fifth Amendment dated April 21, 1994 to Credit Agreement dated May 21,
1993 with General Electric Capital Corporation, as agent and lender, and
the other lenders named therein (incorporated by reference to Exhibit 4
of the Company's Current Report on Form 8-K dated April 21, 1994).
4(q) Debenture Purchase Agreement dated as of November 19, 1993 with the
institutional investors named therein (incorporated by reference to
Exhibit 4(a) of the Company's Current Report on Form 8-K dated November
19, 1993).
4(r) Amendment No. 1 dated as of November 24, 1993 to the Debenture
Purchase Agreement dated as of November 19, 1993 with the
institutional investor named therein (incorporated by reference to
Exhibit 4(a) of the Company's Current Report on Form 8-K dated November
24, 1993).
4(s) Amendment No. 2 dated as of January 11, 1994 to the Debenture Purchase
Agreement dated as of November 19, 1993 (incorporated by reference to
Exhibit 4(c) of the company's Current Report on Form 8-K dated January
11, 1994).
4(t) Debenture Purchase Agreement dated as of January 11, 1994 with the
institutional investor named therein (incorporated by reference to
Exhibit 4(a) of the Company's Current Report on Form 8-K dated January
11, 1994.
4(u) Indenture dated as of April 1, 1986 between Zenith Electronics
Corporation and The First National Bank of Boston, as trustee, with
respect to the 6 1/4% Convertible Subordinated Debentures due 2011
(incorporated by reference to Exhibit 1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 30, 1991).
*5 Opinion of Richard F. Vitkus
*23(a) Consent of Arthur Andersen LLP
*23(b) The consent of Richard F. Vitkus is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
*24 Powers of Attorney.
______________________
* Filed herewith.
EXHIBIT 5
March 30, 1995
Zenith Electronics Corporation
1000 Milwaukee Avenue
Glenview, Illinois 60025
Re: 1,000,000 Shares of Common Stock,
$1.00 par value per share, and
Associated Stock Purchase Rights
Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Zenith Electronics Corporation (the "Company")
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Securities Act"), relating to the registration of 1,000,000
shares of Common Stock, $1.00 par value per share (the "New Shares"), of the
Company and associated Common Stock Purchase Rights (the "Rights").
I am familiar with the proceedings to date with respect to the proposed
issuance and sale of the New Shares and the Rights and have examined such
records, documents and questions of law, and satisfied myself as to such
matters of fact, as I have considered relevant and necessary as a basis
for this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
2. The New Shares will be legally issued, fully paid and non-assessable and
the associated Rights will be validly issued, in each case when issued and
acquired in accordance with the terms and conditions of the Plan.
This opinion is limited to the General Corporation Law of the State of
Delaware and the laws of the United States of America. I do not find it
necessary for the purposes of this opinion to cover, and accordingly I
express no opinion as to, the application of the securities or blue sky laws
of the various states to the sale of the New Shares.
Zenith Electronics Corporation
Page 2
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to myself included in or made a
part of the Registration Statement or Prospectus relating to the Registration
Statement. In giving such consent, I do not thereby admit that I am within
the category of persons whose consent is required by Section 7 of the
Securities Act or the related Rules promulgated by the Securities and Exchange
Commission.
Very truly yours,
/s/ Richard F. Vitkus
---------------------
Richard F. Vitkus
Senior Vice President and
General Counsel
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
February 14, 1995, included in Zenith Electronics Corporation's Form 10-K for
the year ended December 31, 1994, and to all references to our firm included
in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 30, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Richard F. Vitkus, Kell B. Benson and
David S. Levin, and each of them, the undersigned's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for the undersigned and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement on Form S-8
relating to the Common Stock and accompanying Common Stock Purchase Rights of
Zenith Electronics Corporation, and any and all amendments (including post-
effective amendments) to such registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of
such securities, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes the undersigned might or could do in person,
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed this Power of Attorney this
24th day of January, 1995.
/s/ Harry G. Beckner
---------------------
Harry G. Beckner
/s/ T. Kimball Brooker
----------------------
T. Kimball Brooker
/s/ David H. Cohen
----------------------
David H. Cohen
/s/ Ilene S. Gordon
----------------------
Ilene S. Gordon
/s/ Charles Marshall
---------------------
Charles Marshall
/s/ Gerald M. McCarthy
----------------------
Gerald M. McCarthy
/s/ Andrew McNally IV
----------------------
Andrew McNally IV
/s/ Peter S. Willmott
----------------------
Peter S. Willmott
