<PAGE>
As filed with the Securities and Exchange Commission on June 1, 1994
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZERO CORPORATION
----------------
(Exact name of Issuer as specified in its charter)
Delaware 95-1718077
----------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 South Flower Street, Suite 2100
Los Angeles, California 90071-2922
----------------------------------
(Address of Principal Executive Offices)(Zip Code)
ZERO CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
-----------------------------
(Full title of the Plan)
ANITA J. CUTCHALL
Corporate Secretary
ZERO Corporation
444 South Flower Street, Suite 2100
Los Angeles, California 90071-2922
----------------------------------
(Name and address of agent for service)
(213) 629-7000
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Title of Proposed
Securities Amount Proposed Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(l) Per Share (2) Offering Price(2) Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 250,O00 $12.25 $3,062,500.00 $765.00
par value
per share
- ------------------------------------------------------------------------------------------
</TABLE>
(1) The Registrant previously registered 963,264 shares of its Common Stock (as
adjusted for stock splits) with respect to its Employees Stock Purchase
Plan on Form S-8 (No. 2-54344).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
price for the Registrant's Common Stock as reported on the New York Stock
Exchange on May 27, 1994.
<PAGE>
INCORPORATION BY REFERENCE
--------------------------
Registrant has previously filed a Registration Statement on Form S-8
(No. 2-54344), and Post Effective Amendments Nos. 1 through 10 thereto, with
respect to the registration of shares of its Common Stock under the ZERO
Corporation Employees Stock Purchase Plan. The contents of such Registration
Statement, as amended, are incorporated herein by reference pursuant to General
Instruction E to Form S-8. This Registration Statement relates to additional
shares of the Common Stock of Registrant under the ZERO Corporation Employees
Stock Purchase Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
23 Consent of Independent Public Accountants
24 Power of Attorney (included on page II-2 hereof)
99 Additional Exhibits - List of Current Subsidiaries of Registrant the
Employees of which are Eligible to Participate in the ZERO Corporation
Employees Stock Purchase Plan
II-1
<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 Los Angeles, State of California, on this 26th day of
May, 1994.
ZERO CORPORATION
By: /s/ WILFORD D. GODBOLD, JR.
---------------------------
Wilford D. Godbold, Jr.
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wilford D. Godbold, Jr., and Anita J.
Cutchall, and each of them, as true and lawful attorneys-in-fact and agents with
full powers of substitution and resubstitution, for him and in his place and
stead, in any and all capacities to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ----------- ----- ----
(1) Principal executive
officer
/s/ WILFORD D. GODBOLD, JR.
___________________________ President, Chief May 26, 1994
Wilford D. Godbold, Jr. Executive Officer and
Director
(2) Principal financial
officer
/s/ GEORGE A. DANIELS
___________________________ Vice President and May 26, 1994
George A. Daniels Chief Financial Officer
(3) Controller
/s/ ERIC A. SAND
___________________________ Controller May 26, 1994
Eric A. Sand
II-2
<PAGE>
(4) Directors
/s/ GARY M. CUSUMANO
__________________________ Director May 26, 1994
Gary M. Cusumano
/s/ BRUCE J. DEBEVER
__________________________ Director May 26, 1994
Bruce J. DeBever
/s/ JOHN B. GILBERT
__________________________ Director May 26, 1994
John B. Gilbert
/s/ CLINTON G. GERLACH
__________________________ Director May 26, 1994
Clinton G. Gerlach
/s/ BERNARD B. HEILER
__________________________ Director May 26, 1994
Bernard B. Heiler
/s/ HOWARD W. HILL
__________________________ Director May 26, 1994
Howard W. Hill
/s/ WHITNEY A. MCFARLIN
__________________________ Director May 26, 1994
Whitney A. McFarlin
II-3
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
23 Consent of Independent Public Accountants
24 Power of Attorney
(included on page II-2
hereof)
99 Additional Exhibits - List of
Current Subsidiaries of
Registrant the Employees of
which are Eligible to Participate
in the ZERO Corporation Employees
Stock Purchase Plan
- ---------------------------
This information appears only in the copy of this Registration Statement filed
with the Securities and Exchange Commission.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of ZERO Corporation on Form S-8 of our reports dated May 10, 1993 appearing in
and incorporated by reference in the Annual Report on Form 10-K of ZERO
Corporation for the year ended March 31, 1993.
DELOITTE & TOUCHE
Los Angeles, California
May 23, 1994
EXHIBIT 23
<PAGE>
List of Current Subsidiaries of Registrant
the Employees of which are Eligible to Participate
in the ZERO Corporation
Employees Stock Purchase Plan
Air Cargo Equipment Corporation, a Delaware corporation
Air Cooling Technology, Inc., a California corporation
Anvil Cases, Inc., a California corporation
Electronic Solutions, a Nevada corporation
McLean Midwest Corporation, a Minnesota corporation
Nielsen Hardware Corporation, a Connecticut corporation
ZERO-East Division ZERO Corporation, a Massachusetts corporation
EXHIBIT 99
