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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
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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. 401(K) 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 Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share (3) Offering Price Fee
---------------------------- ------------------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 1,000,000 shares (2) $46.75 $46,750,000 $12,342.00
per share (with attached
Preferred Stock Purchase
Rights)
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(1) Each share of common stock will have attached thereto one preferred stock
purchase right issued pursuant to the registrant's Rights Agreement.
(2) Pursuant to Rule 457(h), the maximum aggregate offering price, estimated
solely for purposes of computing the registration fee, is based upon
$46.75 per share, which is the average of the high and low sales prices
of the registrant's common stock on the New York Stock Exchange Composite
Tape on October 6, 2000, as reported in the Wall Street Journal. The
value attributable to the preferred stock purchase rights is reflected in
the price of the common stock.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement covers, in addition to the above stated 1,000,000 shares, an
indeterminate amount of interests to be offered or sold pursuant to the
Plan.
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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 on Form 10-Q filed on August 17,
2000; and
(d) The Registrant's Current Report on 8-K reporting an event occurring on
September 26, 2000.
All documents subsequently filed by the Registrant and The APW Ltd. 401(k)
Plan (the - "Plan") 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;
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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, each filing of the 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
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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 Director
-----------------------------
Gerald McGoey
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*Each of the above signatures is affixed as of October 10, 2000.
NEW SIGNATURE PAGE FOLLOWING
S-1
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Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have 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 401(k) PLAN
By: /s/ TODD ADAMS
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Todd Adams
Administrative Committee
S-3
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APW Ltd.
(the "Registrant")
(Commission File No. 1-)
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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<C> <S> <C> <C>
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 Exhibit 3.2 to the Registrant's
Amendment No. 2 to its
Registration Statement on
Form 10 (dated July 11, 2000)
4.3 Rights Agreement between APW Ltd. and Exhibit 4.1 to the Registrant's
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 LLP X
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. 401(k) Plan X
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*The registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner, and has made or will make changes required by the IRS in order to
qualify the Plan under section 401 of the Internal Revenue Code.
EI-1
