COOPER INDUSTRIES INC, S-8 POS, 2000-02-11

COOPER INDUSTRIES INC
S-8 POS, 2000-02-11
ELECTRIC LIGHTING & WIRING EQUIPMENT

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As filed with the Securities and Exchange Commission on February 11, 2000

Registration No.333-51441
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------------

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------

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)

600 Travis, Suite 5800
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)

COOPER INDUSTRIES, INC.
SECOND AMENDED AND RESTATED
MANAGEMENT ANNUAL INCENTIVE PLAN

-----------------------------

Diane K. Schumacher
Senior Vice President,
General Counsel and Secretary
600 Travis, Suite 5800
Houston, Texas 77002
(Name and address of agent for service)
(713) 209-8400
(Telephone number of agent for service)

================================================================================

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 8. EXHIBITS.

Number Description

4.1 Cooper Industries, Inc. Second Amended and Restated
Management Annual Incentive Plan

24.1 Powers of Attorney from members of Cooper Industries,
Inc.'s Board of Directors

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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 Houston, State of Texas, on February 9, 2000.

COOPER INDUSTRIES, INC.

<TABLE>
<S> <C> <C>
By /s/ H. John Riley, Jr.
----------------------
H. John Riley, Jr.
Chairman of the Board, President
and Chief Executive Officer

Director, Chairman of the Board,
/s/ H. John Riley, Jr. President and Chief February 9, 2000
- ---------------------------- Executive Officer
H. John Riley, Jr.

Senior Vice President and Chief
/s/ D. Bradley McWilliams Financial Officer February 9, 2000
- ---------------------------- (Principal Accounting Officer)
D. Bradley McWilliams

*/s/ Warren L. Batts Director February 9, 2000
- ----------------------------
Warren L. Batts

*/s/ Robert M. Devlin Director February 9, 2000
- ----------------------------
Robert M. Devlin

*/s/ Clifford J. Grum Director February 9, 2000
- ----------------------------
Clifford J. Grum

*/s/ Linda A. Hill Director February 9, 2000
- ----------------------------
Linda A. Hill

</TABLE>

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*/s/ John D. Ong Director February 9, 2000
- ----------------------------
John D. Ong

*/s/ Sir Ralph H. Robins Director February 9, 2000
- ----------------------------
Sir Ralph H. Robins

*/s/ Dan F. Smith Director February 9, 2000
- ----------------------------
Dan F. Smith

*/s/ James R. Wilson Director February 9, 2000
- ----------------------------
James R. Wilson

</TABLE>

* by: /s/ Diane K. Schumacher
------------------------
Diane K. Schumacher
Pursuant to Powers of Attorney filed
as Exhibit 24.1

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INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Number Description
------ -----------
<S> <C>
4.1 Cooper Industries, Inc. Second Amended and Restated
Management Annual Incentive Plan

*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 members of Cooper Industries,
Inc.'s Board of Directors

</TABLE>

* Previously filed

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EXHIBIT 4.1

COOPER INDUSTRIES, INC.
SECOND AMENDED AND RESTATED
MANAGEMENT ANNUAL INCENTIVE PLAN
AUGUST 4, 1998

I. PURPOSE OF THE PLAN

The Cooper Industries, Inc. Amended and Restated Management Annual
Incentive Plan is intended to provide Cooper Industries, Inc. ("the Company") a
means by which it can engender and sustain a sense of personal commitment on the
part of its senior executives in the continued growth, development and financial
success of the Company and encourage them to remain with and devote their best
efforts to the business of the Company, thereby advancing the interests of the
Company and its shareholders. Accordingly, the Company may award to senior
executives annual incentive compensation on the terms and conditions established
herein.

The total number of shares of Common Stock available for issuance under
this Plan is 500,000, subject to adjustment in the event of any change in the
number of outstanding shares by reason of a stock dividend, stock split,
recapitalization or similar corporate change. Shares available for issuance
under this Plan may be authorized and unissued shares or treasury shares, as the
Company may determine from time to time.

II. DEFINITIONS

2.1 "Affiliates" shall have the meaning set forth in Rule 12b-2 under
Section 12 of the Exchange Act.

2.2 "Annual Incentive Award" or "Award" means the compensation payable
in cash or Shares granted under the Plan to a Participant by the Committee
pursuant to such terms, conditions, restrictions and limitations established by
the Committee and the Plan.

2.3 "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act, except that a Person shall not be deemed to be the
Beneficial Owner of any securities which are properly filed on a Form 13-G.

2.4 "Board" means the Board of Directors of the Company.

2.5 For all purposes of the Plan, a "Change in Control" shall be deemed
to have occurred if any of the following events shall have occurred:

(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired
directly from the Company or its affiliates) representing 25% or more
of the combined voting power of the Company's then outstanding
securities, excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (a) of paragraph
(iii) below; or

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(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of office is
in connection with an actual or threatened election contest, including
but not limited to a consent solicitation, relating to the election of
directors of the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof or
whose appointment, election or nomination for election was previously
so approved or recommended; or

(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other corporation, other than (a) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof), at least 60% of the
combined voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately after
such merger or consolidation, or (b) a merger or consolidation effected
to implement a recapitalization of the Company (or similar transaction)
in which no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired
directly from the Company or its Affiliates) representing 25% or more
of the combined voting power of the Company's then outstanding
securities; or

(iv) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the Company's
assets to an entity, at least 60% of the combined voting power of the
voting securities of which are owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.

Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any transaction or
series of integrated transactions immediately following which the record holders
of the common stock of the Company immediately prior to such transaction or
series of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of transactions.

2.6 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

2.7 "Commission" means the Securities and Exchange Commission.

2.8 "Committee" means the Management Development and Compensation
Committee of the Board, or such other committee designated by the Board to
administer the

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Plan, provided that the Committee shall consist of three or more persons each of
whom is an "outside director" within the meaning of Section 162(m) and a
"disinterested person" within the meaning of Rule 16b-3 under the Exchange Act.

2.9 "Employee" means an employee of the Company or any of its
subsidiaries or affiliates.

2.10 "Exchange Act" means the Securities Exchange Act of l934, as
amended from time to time.

2.11 "Participant" means a Senior Executive Officer of the Company who
is selected by the Committee to participate in the Plan.

2.12 "Plan" means the Cooper Industries, Inc. Amended and Restated
Management Annual Incentive Plan (dated November 7, 1995, as amended effective
February 11, 1998, subject to approval by the shareholders of the Company).

2.13 "Performance Goals" shall be defined as the performance criterion
or criteria established by the Committee, pursuant to Section V hereof, for the
purpose of determining Awards under the Plan.

2.14 "Performance Period" means the consecutive 12 month period that
constitutes the Company's fiscal year.

2.15 "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its Affiliates, (ii)
a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.

2.16 "Section 162(m)" means Section 162(m) of the Code and the
regulations promulgated thereunder.

2.17 "Senior Executive Officer" means the Chairman; Chief Executive
Officer; any Executive Vice President, Operations; any Senior Vice President; or
any other senior officer reporting directly to the Chief Executive Officer.

2.18 "Voting Stock" means securities entitled to vote in an election of
Directors of the Company.

2.19 "Shares" shall mean the shares of Common Stock, par value $5.00 a
share, of the Company and other such securities of the Company as the Committee
may from time to time determine.

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III. ADMINISTRATION

3.1 The overall administration of the Plan, including the final
determination of Awards to each Participant, is vested in the Committee.

3.2 Determinations of the Committee in administering the Plan shall be
final and binding upon all Participants.

IV. ELIGIBILITY

Participation in the Plan shall be limited to Senior Executive
officers. Participants will be selected for participation annually by the
Committee not later than 90 days after the commencement of the Performance
Period. The Committee may withdraw its approval for participation in the Plan
for a Participant at any time. In the event of such withdrawal, such Participant
shall cease to be a Participant as of the date designated by the Committee and
the employee shall be notified of such withdrawal as soon as practicable
following such action. Further, such Employee shall cease to have any right to
an Award for the Performance Period in which such withdrawal is effective;
provided, however, that the Committee may, in its sole discretion, authorize a
prorated award based on the number of full months of participation prior to the
effective date of such withdrawal and the Company's performance during such
period.

V. PERFORMANCE GOALS AND MEASURES

5.1 Performance Goals shall be established by the Committee not later
than 90 days after commencement of the Performance Period relating to a specific
Award. The Performance Goals may be identical for all Participants or, at the
discretion of the Committee, may be different to reflect more appropriate
measures of individual performance. The criterion or criteria used in
establishing Performance Goals may, at the discretion of the Committee, include
one or any combination of the following: (i) the Company's return on equity,
assets, capital or investment; (ii) pre-tax or after-tax profit levels expressed
in absolute dollars or earnings per share of the Company; or (iii) cash flow or
similar measure. The Performance Goals established by the Committee shall
include a threshold level of performance below which no Award will be payable
and a maximum Award opportunity for each Senior Executive Officer. The
determination of attainment of the Performance Goals shall be determined in
accordance with generally accepted accounting principles and certified in
writing by the Committee.

5.2 The Committee shall be authorized to make adjustments in the method
of calculating attainment of Performance Goals in recognition of: (i)
extraordinary or non-recurring items, (ii) changes in tax laws, (iii) changes in
generally accepted accounting principles or changes in accounting policies, (iv)
charges related to restructured or discontinued operations, (v) restatement of
prior period financial results, and (vi) any other unusual, non-recurring gain
or loss that is separately identified and quantified in the Company's financial
statements. Notwithstanding the foregoing, the Committee may, at its sole
discretion, reduce the performance results upon which Awards are based under the
Plan, to offset any unintended result(s) arising from events not anticipated
when the Performance Goals were established, provided that such adjustment is
permitted by Section 162(m).

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VI. AWARDS

6.1 Awards under the Plan shall be paid in cash or Shares, or a
combination of cash and Shares, as provided in Sections 6.3 and 6.4.

6.2 At the first meeting of the Committee after the expiration of the
Performance Period, the Committee shall review the prior year's performance in
relation to the Performance Goals and determine the level of achievement of the
Performance Goals. Payment of Annual Incentive Awards to Participants under the
Plan shall occur only after the Committee has certified in writing that the
Performance Goals have been achieved for the relevant Performance Period.
Notwithstanding the attainment of Performance Goals for the Company as a whole,
Awards for individual Participants under the Plan may be denied or adjusted
downward by the Committee, in its sole judgment, based on its assessment of the
Participant's performance. The maximum Annual Incentive Award that may be
granted to a Senior Executive Officer under the Plan for any Performance Period
shall be $1.5 million.

6.3 The Committee in its sole discretion may determine to pay any
earned Annual Incentive Awards in cash or Shares or a combination of cash and
Shares.

6.4 A Participant may request to have all or a portion of the Annual
Incentive Award, when earned, paid in Shares. Such request shall be made by
delivering to the Company at the office of its Secretary a notice setting forth
that portion (expressed as a percentage) of the Award for which the Participant
desires to receive Shares. The Committee shall consider the request and have
absolute discretion to determine the extent to which the request shall be
approved.

6.5 With respect to any Awards paid in Shares, the number of Shares to
be paid shall be determined by dividing the amount of the Award to be paid in
Shares by the fair market value of a Share on the date the Committee approves
the Award pursuant to Section 6.2. Only whole Shares will be distributed;
fractional Shares will be paid in cash.

6.6 Shares will be issued to the Participant as soon as practicable
after the Committee makes its determination under Section 6.2, unless the
Participant elects to defer receipt of all or a portion of the Annual Incentive
Award that is to be paid in Shares as provided in Section 7.2.

VII. DEFERRALS AND SETTLEMENTS

7.1 The Committee may permit Participants to elect to defer receipt of
all or a portion of the Annual Incentive Award under administrative policies
established pursuant to the Company's Management Incentive Compensation Deferral
Plan. It also may provide that amounts be credited with interest.

7.2 If the Participant elects to defer the receipt of Shares, the
Shares shall be credited to a deferral account in the Participant's name and
shall be credited with all dividends or other distributions, as and when paid by
the Company with respect to Shares. Accrued dividends shall be credited with
interest. Until the Shares are issued to the Participant, the Participant shall
have

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no other rights as a shareholder of the Company. Upon a Change in Control, any
Shares credited to a Participant's deferral account shall be issued immediately.

VIII. WITHHOLDING TAXES

The Company shall have the right to deduct from any payment to be made
pursuant to the Plan the amount of any taxes required by law.

IX. NO RIGHT TO CONTINUED EMPLOYMENT OR AWARDS

No person shall have any claim or right to be granted an Award, and the
granting of an Award shall not be construed as giving a Participant the right to
be retained in the employ of the Company or any of its subsidiaries. Further,
the Company and its subsidiaries expressly reserve the right at any time to
terminate the employment of any Participant free from any liability under the
Plan; except that a Participant, who meets or exceeds the Performance Goals for
the Performance Period and was actively employed for the full term of the
Performance Period, will be eligible for an Award even though the Participant is
not an active employee of the Company at the time the Committee grants Awards
under the Plan.

X. CHANGE IN CONTROL

Immediately upon a Change in Control, all outstanding Awards shall be
deemed earned at the Commendable Performance Goal level and the Company shall
make a pro rata payment in cash to each Participant within ten (10) days after
the effective date of the Change in Control in the amount of such Commendable
Performance Goal level Award times a fraction, the numerator of which is the
number of months elapsed in the year of the Change in Control (a partial month
shall be counted as a whole month) and the denominator of which is 12. The
granting of Awards under the Plan shall in no way affect the right of the
Company to adjust, reclassify, reorganize, or otherwise change its capital or
business structure, or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any portion of its businesses or assets.

XI. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION

The Board may amend, modify, suspend or terminate this Plan for any
purpose except that amendment or alteration shall be effective prior to approval
by the Company's shareholders to the extent such approval is then required
pursuant to Section 162(m) or otherwise required as a matter of law. Further, no
amendment to the Plan shall be effective that would (i) increase the maximum
amount that can be paid to a Participant under the Plan; (ii) change the
performance criterion or criteria set forth in Section V hereof for payment of
Awards; or (iii) modify the eligibility requirements for Participants in the
Plan unless first approved by the Company's shareholders.

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XII. GOVERNING LAW

The validity, construction and effect of the Plan and any actions taken
or relating to the Plan shall be determined in accordance with the laws of the
State of Ohio and applicable Federal law.

XIII. OTHER BENEFIT AND COMPENSATION PROGRAMS

Unless otherwise specifically provided to the contrary in the relevant
plan, program or practice, Awards received by Participants under the Plan shall
not be deemed a part of a Participant's regular, recurring compensation for
purposes of calculating payments or benefits under any other Company benefit
plan, program or practice or any severance policy of the Company. Further, the
Company may adopt other compensation programs, plans or arrangements for
employees below the level of Senior Executive Officer as it deems necessary and
appropriate.

XIV. SUCCESSORS AND ASSIGNS

The Plan shall be binding on all successors and assigns of a
Participant, including, without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

XV. EFFECTIVE DATE

This Plan shall be effective as of the date it is approved by the Board
of Directors of the Company. Notwithstanding the foregoing, the adoption of this
Plan is expressly conditioned upon the approval by the Company's shareholders at
the annual meeting of the Company's shareholders held in 1996. If the
shareholders of the Company shall fail to approve this Plan prior to such date,
this Plan shall terminate and cease to be of any further force or effect.
Subject to earlier termination pursuant to Section XI, the Plan shall have a
term of five years from its effective date. After termination of the Plan, no
future Awards may be granted.

XVI. INTERPRETATION

The Plan is designed to comply with Section 162(m) of the Code, and all
provisions hereof shall be construed in a manner consistent with that intent.

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EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Inc. (the "Company"), does hereby constitute and appoint
TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them, with
full power of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant to
either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan or
the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such amendments; and the undersigned does
hereby ratify and confirm as his own act and deed all that such attorneys and
agents, and each of them, shall do or cause to be done by virtue hereof.