As filed with the Securities and Exchange Commission on June 6, 1997
Registration No. 333
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)
ZENITH ELECTRONICS CORPORATION
LONG-TERM EQUITY COMPENSATION PLAN
(Full title of the plan)
RICHARD F. VITKUS
Senior Vice President,
General Counsel and Secretary
Zenith Electronics Corporation
1000 Milwaukee Avenue
Glenview, Illinois 60025
(Name and address of agent for service)
(847) 391-7000
(Telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
| 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 | 3,000,000 | $11.125(1) | $33,375,000(1) | $10,114(1) |
|Stock, | shares | | | |
|$1.00 par | | | | |
|value | | | | |
|----------|--------------|------------------|-----------------|--------------|
(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 June 5, 1997.
THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT
OF 1933, AS AMENDED
ZENITH ELECTRONICS CORPORATION
LONG-TERM EQUITY COMPENSATION 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 granted in the form of stock options, stock
appreciation rights, restricted stock or performance units/shares to non-
employee directors and employees of the Company and its subsidiaries
(collectively, the "Company") pursuant to the Long-Term Equity
Compensation 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 January 1997, Zenith's Board of Directors (the "Board")
adopted the Plan subject to stockholder approval. In May 1997, its
stockholders approved the Plan which became effective on
April 23, 1997.
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 Richard F. Vitkus, Secretary, Zenith Electronics
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025
(telephone 847-391-8064).
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, retaining and motivating employees and
non-employee directors; (ii) linking the personal interests of participants to
those of the Company's stockholders; (iii) motivating key personnel, by
means of performance-related incentives, to achieve excellence in
individual performance goals; and (iv) providing key employees with the
opportunity to participate in the long-term growth and financial success of
the Company.
Duration. All grants pursuant to the Plan must be made
within ten years from April 23, 1997, the effective date of the Plan. The
Plan shall terminate on April 22, 2007, unless terminated prior thereto by
the Board.
Participation. Participation in the Plan is limited to selected
employees of the Company and to non-employee directors of Zenith.
Administration of the Plan. The Plan shall be administered
by the Board of Directors or by a committee appointed by the Board
consisting of at least two non-employee directors (the "Committee").
Except as limited by law, the certificate of incorporation or the By-Laws of
the Company, the Committee is authorized to interpret and administer the
Plan, to select persons for participation in the Plan, to determine the type
and size of awards under the Plan, to establish, amend or waive rules and
regulations for the Plan's administration. The Committee shall have the
authority to delegate administrative duties to officers of the Company.
Number of Shares Available for Grant. The number of
shares reserved for issuance to participants under the Plan shall be three
million (3,000,000), no more than one million (1,000,000) of which may be
granted in the form of restricted shares. The Board or Committee shall
determine the appropriate methodology for calculating the number of
shares issued pursuant to the Plan. Unless and until the Board determines
that an award to a covered employee shall not be designed to comply with
the performance-based exception, the following rules shall apply to grants
of such awards under the Plan:
(a) Stock Options: The maximum aggregate number of
shares that may be granted in the form of stock options, pursuant to any
award granted in any one fiscal year to any one single Participant shall be
three hundred thousand (300,000).
(b) SARs: The maximum aggregate number of shares
that may be granted in the form of stock appreciation rights, pursuant to
any award granted in any one fiscal year to any one single participant shall
be three hundred thousand (300,000).
(c) Restricted Stock: The maximum aggregate grant
with respect to awards of restricted stock granted in any one fiscal year to
any one participant shall be one hundred thousand (100,000) shares.
(d) Performance Units/Performance Shares: The
maximum aggregate payout (determined as of the end of the applicable
performance period) with respect to award of performance units or
performance shares granted in any one fiscal year to any one participant
shall be equal to the value of three hundred thousand (300,000) shares.
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
alter, amend, suspend or terminate the Plan, except that no alteration,
amendment, suspension or termination shall adversely affect in any material
way any award previously granted without the written consent of the
participant.
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.
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. The Board or Committee shall determine in its discretion the
extent to which a participant shall have the right to exercise an option
following the termination of employment or directorship with the
Company.
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) shall not exceed $100,000.
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 Board or
Committee may allow cashless exercises as permitted by law.
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, and, only by the participant. Options may not be
pledged, assigned or hypothecated by the participant.
STOCK APPRECIATION RIGHTS
Terms of Exercise. 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.
Payment of Appreciation Price. The amount of appreciation
is payable in cash, shares of Common Stock or in a combination of shares
and cash, as determined by the Board or 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.
Cancellation of Tandem Options. 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.
Non-Transferability. Stock appreciation rights are not
transferable otherwise than by will or by the laws of descent and
distribution and may be exercised during the lifetime of, and, only by the
participant. Stock appreciation rights may not be pledged, assigned or
hypothecated by the participant.
RESTRICTED STOCK
Restricted Stock. The Board or Committee may in its
discretion grant shares of restricted stock under the Plan.
Restrictions. The Board or Committee may impose
conditions and or restrictions as it deems advisable including restrictions
based upon the achievement of specific performance goals, and/or time-
based restrictions on vesting. The Company may retain the certificates
representing the shares of restricted stock until such time as all conditions
and restrictions have been satisfied.
Voting Rights/Dividends. Participants may be granted the
right to exercise full voting rights with respect to the shares of restricted
stock. The Board or Committee may certify that participants holding
shares of restricted stock be credited with regular cash dividends with
respect to the underlying shares while they are so held.
Non-Transferability. The shares of restricted stock are not
transferable and all rights with respect to the restricted stock are available
during the lifetime of, and, only by the participant. Restricted stock may
not be pledged, assigned or hypothecated until the end of the period of
restriction.
PERFORMANCE UNITS/SHARES
Performance Units/Shares. Performance units/shares may
be granted to participants as shall be determined by the Board or
Committee. Each performance unit shall have an initial value established
by the Board or Committee at the time of grant. Each performance shall
have an initial value equal to the fair market value of a share of common
stock on the date of grant.
Performance Goals/Payment. The Board or Committee, in
its discretion, shall set performance goals which, depending on the extent
to which they are met, will determine the number and/or value of the
performance units/shares that will be paid out. The participant shall receive
a payout
determined as a function of the extent to which performance goals have
been achieved. Payment shall be made in a lump sum following the end of
the applicable performance period, in form of cash, Common Stock of the
Company, or a combination thereof.
Non-Transferability. Performance units/shares are not
transferable other than by the laws of descent and distribution and all rights
may be exercised during the lifetime of, and, only by the participant.
Performance units/shares may not be pledged, assigned or hypothecated by
the participant.
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 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.
(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. Except as described in paragraph (d) below,
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 for purposes of determining whether a
subsequent sale of such shares results in the recognition of short-term or
long-term capital gain or loss ("holding period") will commence on the
date of exercise of such option or stock appreciation right.
(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 or under an
employee stock purchase plan, 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 or under the employee stock purchase plan, 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 or
within three (3) months after termination of employment. However, the
excess, if any, of the fair market value at the time of exercise 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 exercises an incentive stock option and
does not dispose of the shares so acquired 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, upon such disposition of shares, (aa)
the amount, if any, realized in excess of the option price of such shares will
be treated as long-term capital gain; (bb) the amount, if any, by which such
option price exceeds the amount realized upon such disposition will be
treated as long-term capital loss; and (3) the Company will not be allowed
any deduction for federal income tax purposes with respect to the
disposition of the shares.
If, however, a participant exercises an incentive stock
option and disposes of the shares so acquired in a disqualifying disposition,
then, upon such disposition:
(1) If the amount realized upon such disposition is equal to
or greater 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;
(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 the amount of such difference will be added to the
participant's tax basis for the shares; 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.
(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 and the participant's holding period will
commence on the date of exercise of such option. 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.
Restricted Stock
(a) A participant will not, unless he elects otherwise,
recognize income upon the receipt 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 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.
(b) 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.
Performance Units/Shares
(a) A participant will not recognize income upon the grant
of a stock award in the form of performance units/shares, 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 performance units/shares, 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.
(b) The taxable compensation recognized by a participant
upon vesting of an award made in the form of performance units/shares 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 performance units/shares 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.
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.
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 "Registration Statement"). Such documents include Zenith's Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed with the Commission after December 31, 1996.
Each document incorporated by reference into the Registration Statement
is also incorporated by reference herein. 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 Richard F. Vitkus, Secretary, Zenith Electronics
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025 (847/391-
8064).
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.
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,
1996.
(b) The Company's Quarterly Report on Form 10-Q for
the quarter ended
March 29, 1997.
(c) 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 descriptions.
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.
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) 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. 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 maximum 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 the "Calculation of Registration Fee" table in the
effective 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 registration statement is on Form S-3, Form S-8 or
Form F-3, 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.
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 6th day of June, 1997.
ZENITH ELECTRONICS CORPORATION
By: /s/ Peter S. Willmott
---------------------------
Peter S. Willmott
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 June 6, 1997.
/s/ Peter S. Willmott Director, and Chief Executive Officer
- ---------------------- (Principal Executive Officer)
/s/ Roger A. Cregg Executive Vice President, Chief Financial Officer
- --------------------- (Principal Financial and Principal Accounting Officer)
/s/ T. Kimball Brooker Director
- ---------------------
/s/ KS Cho Director
- ---------------------
/s/ Eugene B. Connolly Director
- ---------------------
/s/ Robert A. Helman Director
- ---------------------
/s/ John Koo Director
- ---------------------
/s/ Andrew McNally IV Director
- ---------------------
/s/ HJ Lee Director
- ---------------------
/s/ Yong Nam Director
- ---------------------
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Description
4(a) 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(b) 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(c) 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(d) 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(e) 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).
4(f) Credit Agreement dated as of March 31, 1997, among
Zenith Electronics Corporation, Citibank N.A., Citicorp North America, Inc.
And the other lenders named (incorporated by reference to Exhibit
4(f) of the Company's Quarterly Report on Form 10-Q for the Quarter ended
March 29, 1997.
*5 Opinion of Wayne M. Koprowski
*23(a) Consent of Arthur Andersen LLP
*23(b) The consent of Wayne M. Koprowski is contained in his
opinion filed as Exhibit 5 to this Registration Statement.
*24 Powers of Attorney.
______________________
* Filed herewith.
EXHIBIT 5
June 6, 1997
Zenith Electronics Corporation
1000 Milwaukee Avenue
Glenview, Illinois 60025
Re: 3,000,000 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 3,000,000 shares of Common Stock, $1.00 par value per
share (the "New Shares"), of the Company to be offered under the Zenith
Electronics Corporation Long-Term Equity Compensation Plan (the
"Plan").
I am familiar with the proceedings to date with respect to the
proposed issuance and sale of the New Shares 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 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
June 6, 1997
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/ Wayne M. Koprowski
-------------------------
Wayne M. Koprowski
Senior Attorney
EXHIBIT 23
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 26, 1997, (except with respect to the matters discussed in
Note Two of the financial statements, as to which the date is April 2, 1997)
included in Zenith Electronics Corporation's Form 10-K for the year ended
December 31, 1996, and to all references to our firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 6, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
person whose signature appears below constitutes and appoints Richard F.
Vitkus, Stephen K. Weber and Wayne M. Koprowski, 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 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 23rd day of April, 1997.
/s/ T. Kimball Brooker
/s/ K. S. Cho
/s/ Eugene B. Connolly
/s/ Robert A. Helman
/s/ John Koo
/s/ HJ Lee
/s/ Andrew McNally IV
/s/ Yong Nam
/s/ Peter S. Willmott
