Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BROWN & SHARPE MANUFACTURING COMPANY
(Exact Name of Registrant as specified in its charter)
Delaware 05-0113140
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Precision Park, 200 Frenchtown Road, North Kingstown, Rhode Island 02852
(Address of Principal Executive Offices) (Zip Code)
1989 Equity Incentive Plan
(Full title of the plan)
Charles A. Junkunc
Vice President and Chief Financial Officer
Brown & Sharpe Manufacturing Company
Precision Park, 200 Frenchtown Road
North Kingstown, Rhode Island 02852
(Name and address of agent for service)
(401) 886-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
maximum
Proposed aggregate Amount of
Title of securities Amount to be maximum offering offering registration
to be registered registered price per share<F1> price<F1> fee
- -------------------------------------------------------------------------------
Class A Common 500,000 $9.69 $4,845,000 $1,671
Stock, $1.00 par
value<F2>
- -------------------------------------------------------------------------------
[FN]
(1)Estimated solely for the purpose of determining the registration fee pursuant
to Rule 457(h) on the basis of the average of the high and low prices of the
Brown & Sharpe Class A Common Stock, par value $1.00, reported on the New York
Stock Exchange Composite Transactions Index on June 27, 1996.
(2)Includes such number of Preferred Stock Purchase Rights as are issuable in
tandem with such shares of Common Stock.
[/FN]
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3133721.01
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INCORPORATION BY REFERENCE
Pursuant to Instruction E to Form S-8, the contents of the Registration
Statements on Form S-8 of Brown & Sharpe Manufacturing Company filed with the
Securities and Exchange Commission on September 5, 1989, file number 33-30927,
and on November 11, 1992, file number 33-54496, in each case as amended, are
hereby incorporated by reference.
The following information is not included in the September 5, 1989 and
November 11, 1992 registration statements:
Item 8. Exhibits
Exhibit Number
4.1 Bylaws of Brown & Sharpe Manufacturing Company, as amended
through July 29, 1994 (incorporated by reference to Exhibit 3.1
to the Form 10-Q for the quarter ended July 2, 1994)
4.2 Amendment to Bylaws of Brown & Sharpe Manufacturing
Company (incorporated by reference to Exhibit 3 to the
Form 10-Q for the quarter ended October 1, 1994)
5.2 Opinion of Ropes & Gray
23.4 Consent of Coopers & Lybrand LLP
23.5 Consent of Ernst & Young LLP
23.6 Consent of Ropes & Gray is contained in their opinion filed
as Exhibit 5.2
-2-
3133721.01
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SIGNATURES AND POWER OF ATTORNEY
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 Town of North Kingstown, State of Rhode Island on July 2,
1996.
BROWN & SHARPE MANUFACTURING
COMPANY
By /s/ Charles A. Junkunc
Charles A. Junkunc, Vice
President and Chief
Financial Officer
We, the undersigned officers and directors of Brown & Sharpe
Manufacturing Company, hereby severally constitute and appoint Frank T. Curtin,
and Charles A Junkunc, and each of them singly, our true and lawful attorneys or
attorney to execute in our names, in the capacities indicated below, any and all
amendments to this Registration Statement on Form S-8, and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission. Each of said attorneys shall have power to
act hereunder with or without any other of said attorneys, and shall have full
power of substitution and resubstitution. Each of said attorneys shall have full
power and authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as each of the undersigned might or could do in person, and each of the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
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3133721.01
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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.
/s/ Frank T. Curtin /s/ Henry D. Sharpe, III
Frank T. Curtin, Director and Henry D. Sharpe, III
Chairman of the Board Director
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Russell A. Boss /s/ John M. Nelson
Russell A. Boss John M. Nelson
Director Director
/s/ Howard K. Fuguet /s/ Paul R. Tregurtha
Howard K. Fuguet Paul R. Tregurtha
Director Director
/s/ Henry D. Sharpe, Jr.
Henry D. Sharpe, Jr. Enrico Albareto
Director Director
/s/ Alberto de Benedictis
Alberto de Benedictis Vincenzo Cannatelli
Director Director
/s/ Charles A. Junkunc /s/ Alfred J. Corso
Charles A. Junkunc Alfred J. Corso
Vice President and Chief Financial Controller
Officer (Principal Financial Officer) (Principal Accounting Officer)
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3133721.01
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Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
FAX:(617) 951-7050
July 3, 1996
Brown & Sharpe Manufacturing Company
Precision Park
P.O. Box 456
North Kingstown, Rhode Island 02852
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 500,000 shares of Class A Common Stock, $1.00
par value (the "Shares"), of Brown & Sharpe Manufacturing Company, a Delaware
corporation (the "Company"). The Shares are to be sold from time to time
pursuant to the Company's 1989 Equity Incentive Plan (the "Plan").
We have acted as counsel for the Company in connection with the
registration of the Shares. For purposes of our opinion, we have examined and
relied upon such documents, records, certificates and other instruments as we
have deemed necessary.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and that, when issued and sold by the Company pursuant to the
Plan, they will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of the
Registration Statement.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
/s/Ropes & Gray
Ropes & Gray
4084449.01
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EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Brown & Sharpe Manufacturing Company 1989 Equity Incentive Plan on Form S-8 of
our report dated March 29, 1995, on our audits of the consolidated financial
statements and financial statement schedule of Brown & Sharpe Manufacturing
Company as of December 31, 1994 and December 25, 1993, and for the years then
ended, which report is included in Brown & Sharpe Manufacturing Company's Annual
Report on Form 10-K.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 28, 1996
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3139029.01
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EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement (Form S-8
No. 333- 00000) pertaining to the Employee Benefit Plans of Brown & Sharpe
Manufacturing Company of our reports (a) dated February 12, 1996, with respect
to the 1995 consolidated financial statements and schedule of Brown & Sharpe
Manufacturing Company included in its Annual Report (Form 10-K) and (b) dated
June 24, 1996, with respect to the financial statements and schedules of the
Brown & Sharpe Savings and Retirement Plan and the Brown & Sharpe Retirement
Plan for Management Employees included in the Plans' Annual Reports (Form 11-
K), all for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
/s/ERNST & YOUNG LLP
ERNST & YOUNG LLP
Providence, Rhode Island
June 28, 1996
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3139055.01
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