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As filed with the Securities and Exchange Commission on July 17, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COOPER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 31-4156620
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1001 Fannin, Suite 4000 77002
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
COOPER INDUSTRIES, INC.
STOCK INCENTIVE PLAN
(Full Title of the Plan)
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Diane K. Schumacher
Senior Vice President, General Counsel
and Secretary
1001 Fannin, Suite 4000
Houston, Texas 77002
(Name and Address of Agent for Service)
[713] 739-5400
(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
Title of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share Price Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 7,000,000 Shs $37.31 (2) $261,187,500 $90,064.66
Par Value
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(1) Includes an undeterminable number of additional shares which may
become issuable pursuant to antidilution provisions of the Plan.
(2) Average of high and low prices of such stock on the New York Stock
Exchange on July 15, 1996.
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COOPER INDUSTRIES, INC.
COOPER INDUSTRIES, INC.
STOCK INCENTIVE PLAN
Cross Reference Sheet
Pursuant to Rule 404(a)
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Form S-8 Item and Heading Caption in Registration Statement
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Facing Page
Part I - Information Required in the Not Applicable
Section 10(a) Prospectus
1. Plan Information Not Applicable
2. Registration Information and Employee Plan Not Applicable
Annual Return
Part II - Information Required in
the Registration Statement
3. Incorporation of Documents by Incorporation of Documents by
Reference Reference
4. Description of Securities Not Applicable
5. Interests of Named Experts and Counsel Interests of Named Experts and Counsel
6. Indemnification of Directors and Officers Indemnification of Directors and Officers
7. Exemption From Registration Claimed Not Applicable
8. Exhibits Exhibits
9. Undertakings Undertakings
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Cooper Industries, Inc. ("Cooper" or
"Company"), are incorporated herein by reference and made a part hereof: (a)
Annual Report on Form 10-K for the year ended December 31, 1995; (b) Current
Report on Form 8-K filed January 26, 1996; (c) Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996 dated May 14, 1996; (d) Current Report on
Form 8-K filed April 23, 1996 and (e) the descriptions of Cooper's common
stock, par value $5.00 per share and associated preferred stock purchase rights
set forth in the Registration Statements on Form 8-A filed December 23, 1974
and February 23, 1987, respectively.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment that indicates that all securities offered hereunder have been sold
or that deregisters all securities registered hereunder that remain unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of Cooper for the year ended
December 31, 1995, incorporated by reference in Cooper's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
incorporated therein and herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
The opinion as to the legality of the securities registered hereunder
is being given by Diane K. Schumacher, Senior Vice President, General Counsel
and Secretary of the Company.
Item 6. Indemnification of Directors and Officers.
Section 1701.13 of the General Corporation Law of the State of Ohio
contains detailed provisions for indemnification of directors and officers of
Ohio corporations against expenses, judgments, fines and settlements in
connection with litigation. The Company's Articles of Incorporation and its
Directors' and Officers' Liability Insurance Policy provide for
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indemnification and insurance, respectively, of the directors and officers of
the Company against certain liabilities.
In addition, on February 17, 1987 the Board of Directors authorized
the Company to enter into indemnification agreements with the directors and
certain officers that may be designated from time to time by the Board of
Directors. The Board's action was approved by the shareholders at their Annual
Meeting on April 28, 1987. The indemnification agreements contain provisions
for indemnification against expenses, judgments, fines and settlements in
connection with threatened or pending litigation, inquiries or investigations
that arise out of the director's or officer's acts or omissions in his or her
capacity as a director or officer of the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a list of Exhibits filed with this Registration
Statement:
4.1 Twenty-Fifth Amended Articles of Incorporation of Cooper
Industries, Inc. (incorporated herein by reference to Exhibit
3.1 of the Company's Form 10-K for the year-ended December 31,
1992)
4.2 Rights Agreement dated as of February 17, 1987 between Cooper
Industries, Inc. and First City National Bank of Houston
(incorporated herein by reference to Registration Statement on
Form 8-A filed with the Commission on February 23, 1987), an
amendment thereto dated as of August 14, 1989 between Cooper
Industries, Inc. and First City National Bank of Houston
(incorporated herein by reference to Registration Statement
No. 33-57829 on Form S-8 filed with the Commission on
February 24, 1995), and an amendment thereto dated as of
November 16, 1990 between Cooper Industries, Inc. and First
Chicago Trust Company of New York (incorporated herein by
reference to Registration Statement No. 33-57829 on Form S-8
filed with the Commission on February 24, 1995).
4.3 Stock Incentive Plan (incorporated herein by reference to the
Cooper Industries, Inc. Proxy Statement for the Annual Meeting
of Shareholders held on April 30, 1996).
5.1 Opinion of Diane K. Schumacher as to legality of securities
being issued.
23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
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24.1 Powers of Attorney from certain members of Cooper Industries,
Inc. Board of Directors (included on pages II-5 and II-6).
Item 9. Undertakings.
"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 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (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
(1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or
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; and
(4) 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 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.
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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 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
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 Houston, State of Texas, on
July 16, 1996.
COOPER INDUSTRIES, INC.
By /S/ DIANE K. SCHUMACHER
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Diane K. Schumacher
Senior Vice President, General Counsel
and Secretary
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 dates indicated. Each person whose signature appears
below hereby authorizes Diane K. Schumacher and Karen E. Herbert and each of
them, with full power of substitution, to execute in the name and on behalf of
such person any amendment (including any post-effective amendment) to this
Registration Statement, to file the same with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary fully to
all intents and purposes as such person might or could do in person thereby
ratifying and confirming all that said attorneys-in-fact or either of them, or
their respective substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
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<S> <C> <C>
/S/ H. JOHN RILEY, JR. Director, Chairman, President and July 16, 1996
- -------------------------- Chief Executive Officer
H. John Riley, Jr.
/S/ D. BRADLEY MCWILLIAMS Senior Vice President, Finance July 16, 1996
- -------------------------- (Chief Financial Officer)
D. Bradley McWilliams
/S/ TERRY A. KLEBE Vice President and Controller July 16, 1996
- -------------------------- (Chief Accounting Officer)
Terry A. Klebe
/S/ WARREN L. BATTS Director July 16, 1996
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Warren L. Batts
/S/ HAROLD S. HOOK Director July 16, 1996
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Harold S. Hook
</TABLE>
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<TABLE>
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/S/ CONSTANTINE S. NICANDROS Director July 16, 1996
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Constantine S. Nicandros
/S/ FRANK A. OLSON Director July 16, 1996
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Frank A. Olson
/S/ A. THOMAS YOUNG Director July 16, 1996
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A. Thomas Young
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EXHIBIT INDEX
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Exhibit No. Description
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4.1 Twenty-Fifth Amended Articles of Incorporation of Cooper Industries, Inc. (incorporated herein
by reference to Exhibit 3.1 of the Company's Form 10-K for the year-ended December 31, 1992)
4.2 Rights Agreement dated as of February 17, 1987 between Cooper Industries, Inc. and First City
National Bank of Houston (incorporated herein by reference to Registration Statement on Form
8-A filed with the Commission on February 23, 1987), an amendment thereto dated as of August
14, 1989 between Cooper Industries, Inc. and First City National Bank of Houston (incorporated
herein by reference to Registration Statement No. 33-57829 on Form S-8 filed with the
Commission on February 24, 1995), and an amendment thereto dated as of November 16, 1990
between Cooper Industries, Inc. and First Chicago Trust Company of New York (incorporated
herein by reference to Registration Statement No. 33-57829 on Form S-8 filed with the
Commission on February 24, 1995).
4.3 Stock Incentive Plan (incorporated herein by reference to the Cooper Industries, Inc. Proxy
Statement for the Annual Meeting of Shareholders held on April 30, 1996).
5.1 Opinion of Diane K. Schumacher as to legality of securities being issued.
23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney from certain members of Cooper Industries, Inc. Board of Directors
(included on Pages II-5 and II-6).
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Exhibit 5.1
July 16, 1996
Securities and Exchange Commission
Judiciary Plaza Office Building
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
I am Senior Vice President, General Counsel and Secretary for Cooper
Industries, Inc., an Ohio corporation (the "Company"), and am familiar with the
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, covering the registration of 7,000,000
shares of the Company's Common Stock, $5.00 par value (the "Shares"), issuable
pursuant to the Stock Incentive Plan (the "Plan"). I have examined such
certificates, documents and records of the Company and have made such other
investigations as I have deemed necessary in order to render the opinion
hereinafter set forth.
I am of the opinion that Shares issued pursuant to the Plan are duly authorized
and duly reserved for issuance pursuant to the Plan, and, when issued and sold
in accordance with the terms of the Plan, will be legally issued, fully paid
and nonassessable.
I hereby consent to the use of my name in such Registration Statement and also
to the filing of this opinion as an exhibit to such Registration Statement.
Very truly yours,
/s/ DIANE K. SCHUMACHER
Diane K. Schumacher
Senior Vice President,
General Counsel and Secretary
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (Form S-8) pertaining to the
Stock Incentive Plan of Cooper Industries, Inc. and to the incorporation by
reference therein of our report dated January 23, 1996, with respect to the
consolidated financial statements of Cooper Industries, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
July 16, 1996
