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Registration No. 333-______
As filed with the Securities and Exchange Commission on October 11, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
APW Ltd.
(Exact name of registrant as specified in its charter)
BERMUDA 04-2576375
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
N22 W23685 Ridgeview Parkway West
Waukesha, Wisconsin 53188-1013
(Address of Principal Executive Offices) (Zip Code)
APW Ltd. 2000 Stock Option Plan
(Full title of the plan)
___________________
RICHARD D. CARROLL Copy to:
Vice President ANTHONY W. ASMUTH III, ESQ.
APW Ltd. Quarles & Brady LLP
N22 W23685 Ridgeview Parkway West 411 East Wisconsin Avenue
Waukesha, Wisconsin 53188-1013 Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(262) 523-7600
(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
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Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Price Registration
to be Registered Registered (1) Per Share (3) (2) (3) Fee
------------------------ -------------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 5,000,000 shares (2) $149,724,800 $39,528
(with attached Preferred
Stock Purchase Rights)
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(1) Each share of common stock will have attached thereto one perferred stock
purchase right issued pursuant to the registrant's Rights Agreement. The
Plan provides for possible adjustment of the number, price and kind of
shares covered by options and other stock incentive awards granted or to be
granted in the event of certain capital or other changes affecting the
registrant's common stock. This registration statement therefore covers, in
addition to the above stated 5,000,000 shares (and associated rights), an
indeterminate number of shares (and associated rights) that may become
subject to the Plan by means of any such adjustment.
(2) The actual offering price per share will be determined in accordance with
the terms of the plan; the Plan provides that the option price per share
under a stock option granted shall be determined by the Compensation
Committee; provided, however, that in the case of an Incentive Stock
Option, the exercise price may not be less than fair market value of the
common stock when the option is granted; and further provided that, in the
case of a grant of a Non-Qualified Stock Option with an exercise price of
less than fair market, the optionee must make a payment to the Registrant
of at least the difference between the fair market value and the option
exercise price.
(3) Pursuant to Rule 457(h), the maximum aggregate offering price per share,
estimated solely for the purpose of computing the registration fee, is
based upon (a) options for 4,493,975 shares assumed in connection with the
spin-off of APW Ltd. and granted thereafter with an exercise price between
$6.2308 to $36.3750 (with a weighted exercise price of $28.0527) and
506,025 remaining options at $46.75, which is the average of the high and
low sales price of the Registrant's Common Stock on the New York Stock
Exchange as of October 6, 2000, as reported in the Wall Street Journal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan participants as specified by Rule 428(b)(1) under the Securities
Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by APW Ltd.(the "Registrant") (Commission
File No. 1-15851) with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are incorporated herein by reference:
(a) The Registrant's Registration Statement on Form 10 dated May 1, 2000
(as amended by Amendment No. 1 and Amendment No. 2 on Form 10/A filed
on June 20, 2000 and July 11, 2000, respectively);
(b) The Registrant's Registration Statement on Form 8-A filed on July 19,
2000;
(c) The Registrant's Quarterly Report Form 10-Q filed on August 17, 2000;
and
(d) The Registrant's Current Report on Form 8-K reporting an event
occurring on September 26, 2000.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 herein and to be a part hereof from the date of
the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
Item 4. Description of Securities.
Not applicable. See Item 3 above.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities registered hereunder will be
passed upon for the Registrant by Conyers Dill & Pearman, the Registrant's legal
counsel. The Registrant's Assistant Secretaries, Wayne Morgan and I.S.
Outerbridge, are members of Codan Services Limited, an affiliated company of
Conyers Dill & Pearman.
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Item 6. Indemnification of Directors and Officers.
The bye-laws of APW Ltd. provide for indemnification of APW Ltd.'s officers
and directors against all liabilities, loss, damage or expense incurred or
suffered by any officer or director in his or her role as an officer or director
of APW Ltd. to the maximum extent permitted by Bermuda law. However, the
indemnification does not extend to any matter which would render it void
pursuant to the Companies Act 1981 as in effect from time to time in Bermuda.
The Companies Act provides that a Bermuda company may indemnify its
officers and directors in respect of any loss arising or liability attaching to
them as a result of any negligence, default, breach of duty or breach of trust
of which they may be guilty. A company is also permitted to indemnify any
officer or director against any liability incurred by him or her in defending
any proceedings, whether civil or criminal, in which judgment is given in favor
of the director or officer, or in which he or she is acquitted, or in connection
with any application under relevant Bermuda legislation in which relief from
liability is granted to him or her by the court. However, the Companies Act also
states that any provision, whether contained in APW Ltd.'s bye-laws or in a
contract or arrangement between APW Ltd. and the director, indemnifying a
director against liability which would attach to him in respect of his or her
fraud or dishonesty will be void.
The directors and officers of APW Ltd. are also covered by directors' and
officers' insurance policies maintained by APW Ltd.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned 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;
2
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(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) of this
section do not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant with
the Commission 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 1933, 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 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit Plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934)
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.
(h) Reference is made to the indemnification provisions described in Item 6
of this Registration Statement.
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.
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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 Village of Pewaukee, State of Wisconsin, on October 10,
2000.
APW Ltd.
(Registrant)
By: /s/ RICHARD D. CARROLL
----------------------
Richard D. Carroll
Vice President - Finance
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard G. Sim and Richard D. Carroll, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and 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, and any other regulatory authority, 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 premises, 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 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 by the following persons in the
capacities and on the date indicated.*
Signature Title
/s/ RICHARD G. SIM Chairman of the Board, President and
---------------------------- Chief Executive Officer; Director
Richard G. Sim
/s/ RICHARD D. CARROLL Vice President - Finance
---------------------------- (Principal Financial Officer)
Richard D. Carroll
/s/ TODD ADAMS Controller
---------------------------- (Principal Accounting Officer)
Todd Adams
/s/ PETER DOUGLAS Director
----------------------------
Peter Douglas
/s/ L. DENNIS KOZLOWSKI Director
----------------------------
L. Dennis Kozlowski
/s/ JACK L. HECKEL Director
----------------------------
Jack L. Heckel
/s/ JOHN ZIEMNIAK Director
----------------------------
John Ziemniak
/s/ JOHN J. MCDONOUGH Director
----------------------------
John J. McDonough
/s/ GERALD McGOEY
----------------------------
Gerald McGoey
*Each of the above signatures is affixed as of October 10, 2000.
S-1
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APW Ltd.
(the "Registrant")
(Commission File No. 1-15851)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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Exhibit Incorporated Herein Filed
Number Description By Reference To Herewith
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4.1 Memorandum of Continuance of the Exhibit 3.1 to the Registrant's
Registrant (dated as of May 30, 2000) Amendment No. 2 to its
Registration Statement on
Form 10 (dated July 11, 2000)
4.2 Bye-laws of the Registrant (effective as Exhibit 3.2 to the Registrant's
of May 30, 2000) Amendment No. 2 to its
Registration Statement on
Form 10 (dated July 11, 2000)
4.3 Rights Agreement between APW Ltd. Exhibit 4.1 to the Registrant's
and Firstar Bank, N.A. as Rights Agent Amendment No. 1 to its
Registration Statement on
Form 10 (dated June 20,
2000)
5 Opinion of Conyers Dill & Pearman X
23.1 Consent of PricewaterhouseCoopers X
LLP
23.2 Consent of Conyers Dill & Pearman Contained in
Exhibit 5
24 Power of Attorney Contained in
Signatures page to
this Registration
Statement
99.1 APW Ltd. 2000 Stock Option Plan Exhibit 10.1 to the
Registrant's Registration
Statement on Form 10 dated
May 1, 2000
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