<PAGE>
As filed with the Securities and Exchange Commission on October 20, 1997
Registration Statement No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ZERO CORPORATION
(Exact Name of Registrant 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 90071-2922
LOS ANGELES, CALIFORNIA (Zip Code)
(Address of Principal
Executive Offices)
ZERO CORPORATION
1994 STOCK OPTION 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)
-------------
With a copy to:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 229-7000
==============================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities Amount to be Offering Aggregate Offering Amount of
to be Registered Registered Price Per Share Price Registration Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 per value 500,000 (1) $26.75 (2) $13,375,000 (2) $4,053.03
- -------------------------------------------------------------------------------
</TABLE>
(1) The Registrant previously registered 750,000 shares of its Common Stock
with respect to its 1994 Stock Option Plan on Form S-8 (No. 33-56175).
(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
prices of the Registrant's Common Stock as reported on the New York Stock
Exchange on October 14, 1997.
Page 1 of 12
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INCORPORATION BY REFERENCE
The following documents filed by ZERO Corporation, a Delaware corporation
(the "Registrant"), with the Commission are incorporated by reference in this
Registration Statement: the Registrant's Annual Report on Form 10-K for the
fiscal year ended March 31, 1997 and the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1997 and the contents of the
Registration Statement on Form S-8 (No. 33-56175) with respect to the
registration of shares of its Common Stock under the ZERO Corporation 1994
Stock Option Plan, as amended (the "Plan").
REGISTRATION OF ADDITIONAL SECURITIES
AMENDMENTS TO THE PLAN
On July 24, 1996, the Registrant's Board of Directors (the "Board")
adopted and approved a first amendment to the Plan adding provisions that
govern the time at which awards under the Plan vest in the event of death,
permanent disability or retirement.
On April 25, 1997, the Board adopted and approved, subject to stockholder
approval, a second amendment to the Plan increasing the number of shares of the
Registrant's $.01 par value common stock (the "Common Stock") that may be
acquired upon the exercise of options under the Plan from an aggregate of
750,000 shares to an aggregate of 1,250,000 shares (the "Share Increase
Amendment"). On July 23, 1997, the Registrant's stockholders approved the
Share Increase Amendment. The additional 500,000 shares of Common Stock that
may be acquired upon exercise of options under the Plan are being registered
hereby and are concurrently being listed with the New York Stock Exchange.
Page 2 of 12
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4.1 Amendment No. 1 to the ZERO Corporation 1994 Stock Option Plan
4.2 Amendment No. 2 to the ZERO Corporation 1994 Stock Option Plan
5 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Gibson, Dunn & Crutcher LLP
(included in Exhibit 5)
24 Power of Attorney (included on page 5 hereof)
Page 3 of 12
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
ZERO Corporation on Form S-8 of our reports dated May 12, 1997, appearing in
and incorporated by reference in Annual Report on Form 10-K of ZERO Corporation
for the year ended March 31, 1997.
s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Los Angeles, California
October 16, 1997
Page 4 of 12
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SIGNATURES
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
17th day of October 1997.
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 either of them, as true and lawful attorneys-in-fact and agents with full
powers of substitution and resubstitution, for him/her and in his/her 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/she 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/her 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 October 17, 1997
Wilford D. Godbold, Jr. Executive Officer and
Director
(2) Principal financial
officer
S/GEORGE A. DANIELS Vice President and October 17, 1997
George A. Daniels Chief Financial Officer
(3) Controller
S/DIANE KAJIKAMI Controller October 17, 1997
Diane Kajikami
Page 5 of 12
<PAGE>
(4) Directors
S/GARY M. CUSUMANO Director October 17, 1997
Gary M. Cusumano
S/BRUCE J. DEBEVER Director October 17, 1997
Bruce J. DeBever
S/JOHN B. GILBERT Director October 20, 1997
John B. Gilbert
S/HOWARD W. HILL Director October 20, 1997
Howard W. Hill
S/WHITNEY A. MCFARLIN Director October 20, 1997
Whitney A. McFarlin
Page 6 of 12
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Amendment No. 1 to the ZERO Corporation 1994 Stock Option
Plan
4.2 Amendment No. 2 to the ZERO Corporation 1994 Stock Option
Plan
5 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5)
24 Power of Attorney (included on page 5 hereof)
Page 7 of 12
<PAGE>
Amendment No.1
to
ZERO Corporation
1994 Stock Option Plan
This Amendment No. 1 to ZERO Corporation 1994 Stock Option Plan
(this "Amendment") is effective as of July 24, 1996.
WHEREAS, on July 24, 1996 the Board of Directors of ZERO
Corporation, a Delaware corporation, adopted and approved an amendment to
the ZERO Corporation 1994 Stock Option Plan (the "Plan"), as set forth
herein.
NOW, THEREFORE, the Plan is amended and modified as follows:
1. Section 11 is added and reads in its entirety as follows:
SECTION 11. VESTING UPON DEATH, PERMANENT DISABILITY OR
RETIREMENT OF EMPLOYEES.
Notwithstanding any provision to the contrary in this Plan or in
any grant of an Award hereunder, the provisions set forth in this
section shall govern the time at which Awards granted hereunder to
Employees shall become exercisable ("vest") in the event of death,
Permanent Disability (as hereinafter defined) or Retirement (as
hereinafter defined).
(a) If an Employee ceases to be employed by the Company by reason
of such Employee's death or Permanent Disability, then
(i) all Awards granted hereunder to such Employee that have
not vested shall fully vest as of the date of such Employee's
death or Permanent Disability, and
(ii) the Awards granted to such Employee shall terminate
upon the earlier of the applicable date of expiration of such
Awards, or the first anniversary of the date of such Employee's
death or Permanent Disability. "Permanent Disability" shall mean
the inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental
impairment that can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months. An Employee shall not be deemed to have a
Permanent Disability until proof of the existence thereof shall
have been furnished to the Committee in such form and manner, and
at such times, as the Committee may
<PAGE>
require. Any determination by the Committee that an Employee
does or does not have a Permanent Disability shall be final and
binding upon the Company and such Employee.
(b) If an employee ceases to be employed by the Company by reason
of such employee's retirement at age 55 or older (referred to as
"Retirement"), then
(i) all Awards granted hereunder to such employee that have
not vested shall continue to vest at such time and in such manner
as originally set forth in the agreement pertaining to the Award,
until and including the day immediately preceding the first
anniversary of the date of such employee's Retirement, and
(ii) the Awards granted to such employee, whether or not
vested, shall terminate upon the earlier of the applicable date
of expiration of such Awards, or the first anniversary of the
date of such employee's Retirement.
2. Except as hereby amended, the Plan remains unmodified and in
full force and effect.
<PAGE>
Amendment No. 2
to
ZERO Corporation
1994 Stock Option Plan
This Amendment No. 2 to ZERO Corporation 1994 Stock Option Plan
(this "Amendment") is effective as of July 23, 1997.
WHEREAS, on April 25, 1997, the Board of Directors of ZERO
Corporation, a Delaware corporation, adopted and approved an amendment to
the ZERO Corporation 1994 Stock Option Plan (the "Plan"), as set forth
herein.
NOW, THEREFORE, the Plan is amended and modified as follows:
1. Paragraphs (a) and (b) of Section 5 are amended to read in
their entirety as follows:
SECTION 5. STOCK SUBJECT TO PLAN.
(a) The aggregate number of Common Shares that may be issued
pursuant to all Incentive Stock Options granted under this Plan shall
not exceed 1,250,000, subject to adjustment as provided in Section 8
hereof.
(b) The aggregate number of Common Shares issued and issuable
pursuant to all Awards (including Incentive Stock Options) and
Nonemployee Director Options granted under this Plan shall not exceed
1,250,000, subject to adjustment as provided in Section 8 hereof.
2. Except as hereby amended, the Plan remains unmodified and in
full force and effect.
<PAGE>
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER APPEARS HERE]
October 20, 1997
(213) 229-7000 C99007-00072
ZERO Corporation
444 South Flower Street, Suite 2100
Los Angeles, California 90071-2922
Gentlemen:
We have acted as counsel to ZERO Corporation, a Delaware corporation
(the "Company") in connection with the preparation of the Registration
Statement on Form S-8, to be filed under the Securities Act of 1933, as
amended (the "Act"), with the Securities and Exchange Commission on October
20, 1997 (the "Registration Statement") with respect to an additional
500,000 shares of common stock, par value $0.01 per share (the "Shares"),
of the Company. The Shares have been reserved for issuance from time to
time upon the exercise of stock options granted and to be granted pursuant
to the ZERO Corporation 1994 Stock Option Plan, as amended.
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In rendering
this opinion, we have relied upon a certificate of the secretary of the
Company (the "Certificate") as to actions taken by and on behalf of the
Company in connection with the authorization, reservation and proposed
issuance and sale of the Shares. Based upon our examinations and
inquiries, and in reliance upon the Certificate, we are of the opinion that
the Shares, upon issuance thereof in accordance with the terms of the
options granted pursuant to the Plan, will be validly issued, fully paid
and non-assessable.
<PAGE>
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER APPEARS HERE]
ZERO Corporation
October 20, 1997
Page 2
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under
Section 7 of the Act or the general rules and regulations of the Securities
and Exchange Commission.
Very truly yours,
S/ GIBSON, DUNN & CRUTCHER LLP
GIBSON, DUNN & CRUTCHER LLP
PFZ/MP
