As filed with the Securities and Exchange Commission on January 10, 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)
1987 ZENITH STOCK INCENTIVE PLAN
(Full title of the plan)
RICHARD F. VITKUS
Senior Vice President
Administration and General Counsel
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
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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 | 850,000 | $11.875(1) | $1,009,375(1) | $3,059.00(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 January 9, 1997.
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January 10, 1996
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 Richard F.
Vitkus, Secretary, Zenith Electronics Corporation, 1000 Milwaukee Avenue,
Glenview, Illinois 60025 (telephone 847-391-8048).
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 non-employee directors, 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 1996
is approximately 1,200,000. 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.
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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 Committee shall
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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 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.
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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,
1995.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.
(c) The Company's Current Reports on Form 8-K, dated
July 24, 1996, August 22, 1996 and December 18, 1996.
(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 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.
II-1
<PAGE>
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
<PAGE>
(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.
II-3
<PAGE>
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 10th day of January, 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 January 10, 1996.
/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
- -----------------------
<PAGE>
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 Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995).
4(c) Certificate of Amendment to 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(d) 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(e) 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(f) Second Amended and Restated Credit Agreement, dated as
of November 6, 1995, with General Electric Capital Corporation, as
agent and lender, and the other lenders named (incorporated by
reference to Exhibit 4(g) of the company's Quartlerly Report
on Form 10-Q for the quarter ended September 30, 1995).
4(g) First Amended and Restated Term Loan Agreement, dated as of
November 6, 1995, with General Electric Capital Corporation, as
agent and lender, and the other lenders named (incorporated by
reference to Exhibit 4(i) of the company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995).
4(h) 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).
<PAGE>
Number Description
- ---------------------------------------------------------------------------
4(i) 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(j) 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(k) 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(l) 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 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.
January 10, 1997
Zenith Electronics Corporation
1000 Milwaukee Avenue
Glenview, Illinois 60025
Re: 850,000 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 850,000 shares of Common Stock, $1.00
par value per share (the "New Shares"), of the Company to
be offered under the 1987 Zenith Stock Incentive 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
January 10, 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
Senior Attorney
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 21, 1996,
included in Zenith Electronics Corporation's Form 10-K for
the year ended December 31, 1995, and to all references to
our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
January 6, 1997
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 10th day of December, 1996.
/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
- ------------------------
