AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1996
REGISTRATION NO. 333-08539
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT
NO. 2
on
FORM S-8
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
Crompton & Knowles Corporation
(Exact name of Corporation as Specified in Its Charter)
Massachusetts 04-1218720
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Station Place, Metro Center
Stamford, Connecticut 06902
(203) 353-5400
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Corporation's Principal Executive Offices)
Uniroyal Chemical Corporation Purchase Right Plan
John T. Ferguson II
Vice President, General Counsel And Secretary
Crompton & Knowles Corporation
One Station Place, Metro Center
Stamford, Connecticut 06902
(203) 353-5400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities Be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee
Registered Per Share Offering
Price
Common Stock 443,544 ____ ____ (2)
$.10 par
value(1)
(1) Includes one attached Preferred Share Purchase Right per share of
common stock, par value $.10 per share (together, the "Common Stock") of
Crompton & Knowles Corporation (the "Corporation"). Also includes an
indeterminable number of additional shares that may become issuable
pursuant to the anti-dilution provisions of the Uniroyal Chemical
Corporation Purchase Right Plan.
(2) All filing fees payable in connection with the registration of the
issuance of these securities were paid in connection with the filing of (a)
preliminary proxy materials on Schedule 14A of the Corporation on May 24,
1996, and (b) the Registrant's Form S-4 Registration Statement (333-08539)
on July 22, 1996.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II under
"Introductory Statement."
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Introductory Statement
Crompton & Knowles Corporation (the "Company" or the "Registrant")
hereby amends its Registration Statement on Form S-4 (No. 333-08539) (the
"Form S-4") by filing this Post-Effective Amendment No. 2 on Form S-8
("Amendment No. 2") with respect to up to 443,544 of the Registrant's
Common Shares, par value $.10 per share ("Common Shares"), issuable in
connection with the Uniroyal Chemical Corporation Purchase Right Plan (the
"Plan") of Uniroyal Chemical Corporation ("Uniroyal"). All such Common
Shares were previously included in the Form S-4.
On August 21, 1996, Tiger Merger Corp., a Delaware corporation and a
wholly owned subsidiary of the Registrant ("Subcorp"), was merged with and
into Uniroyal (the "Merger") pursuant to an Agreement and Plan of Merger
dated April 30, 1996, among the Registrant, Subcorp and Uniroyal (the
"Merger Agreement"). As a result of the Merger, each outstanding share of
Uniroyal Common Stock (with certain specified exceptions) was converted
into Common Shares of the Registrant pursuant to the exchange ratio (the
"Exchange Ratio") set forth in the Merger Agreement. Also as a result of
the Merger, shares of Uniroyal Common Stock are no longer issuable upon the
exercise of rights to purchase Uniroyal Common Stock ("Uniroyal Options")
pursuant to the Plan. Instead, participants in the Plan will receive in
lieu of Uniroyal Common Stock that number of Common Shares of the
Registrant equal to the number of shares of Uniroyal Common Stock issuable
immediately prior to the effective time of the Merger upon exercise of a
Uniroyal Option multiplied by the Exchange Ratio, with an exercise price
for such option equal to the exercise price which existed under the
corresponding Uniroyal Option divided by the Exchange Ratio.
This Amendment No. 2 to Registration No. 333-08539 relates only
to the Common Shares issuable pursuant to the Plan, and this is
the second Post-Effective Amendment to the S-4 filed with respect to
such shares.
Item 3. Incorporation of Documents By Reference
There are incorporated herein by reference the following documents of the
Corporation or the Plan filed with the Securities and Exchange Commission
(the "Commission"):
Annual Report of the Corporation on Form 10-K/A for the fiscal year
ended December 30, 1995 (which incorporates by reference certain portions
of the Corporation's 1995 Annual Report to Stockholders);
Quarterly Reports of the Corporation on Form 10-Q for the quarter ended
June 29, 1996, and on Form 10-Q/A for the quarter ended March 30, 1996;
Current Report of the Corporation on Form 8K dated August 21, 1996;
The description of the Corporation's Common Stock contained in any
report or document filed under the Securities Exchange Act of 1934 (the
"Exchange Act"), including any amendment or report filed for the purpose
of updating such description; and
The description of the Corporation's Preferred Share Purchase Rights
(which are currently transferred with the Corporation's Common Stock)
contained in the Registration Statement of the Corporation on Exhibit 1 to
Form 8-A dated July 29, 1988.
All documents filed by the Corporation or the Plan pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of securities
made hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus 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 of this Prospectus.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Expert and Counsel
John T. Ferguson II, Vice President, General Counsel and Secretary of
the Corporation, beneficially owns 174,852 shares of Common Stock.
Additional information concerning Mr. Ferguson is hereby incorporated
herein by reference to the Registration Statement on Form S-4 of the
Corporation (Registration No. 333-08539).
Item 6. Indemnification Of Directors And Officers
Section 67 of the Business Corporation Law of the Commonwealth of
Massachusetts (the "B.C.L.") sets forth conditions and limitations
governing the indemnification of officers, directors, and other persons of
the Corporation.
The Corporation's By-laws provide that the Corporation shall, to the
full extent permitted by law, indemnify each of its directors and officers
(including persons who serve at its request as directors, officers, or
trustees of another organization in which it has any interest, direct or
indirect, as a shareholder, creditor, or otherwise or who serve at its
request in any capacity with respect to any employee benefit plan) against
all liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise, or as fines and penalties, and counsel fees,
reasonably incurred by him in connection with the defense or disposition
of any action, suit, or other proceeding, whether civil or criminal, in
which he may be involved or with which he may be threatened, while in
office or thereafter, by reason of his being or having been such a
director, officer, or trustee, except with respect to any matter as to
which he shall have been adjudicated in any proceeding not to have acted
in good faith in the reasonable belief that his action was in the best
interests of the Corporation or, to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of
the participants or beneficiaries of such employee benefit plan; provided,
however, that as to any matter disposed of by a compromise payment by such
director or officer, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless such compromise shall be approved as in the best interests
of the Corporation, after notice that it involves such indemnification: (a)
by a disinterested majority of the directors then in office; or (b) by a
majority of the disinterested directors then in office, provided that there
has been obtained an opinion in writing of independent legal counsel to the
effect that such director or officer appears to have acted in good faith
in the reasonable belief that his action was in the best interests of the
Corporation; or (c) by the holders of a majority of the outstanding stock
at the time entitled to vote for directors, voting as a single class,
exclusive of any stock owned by any interested director of officer.
Expenses, including counsel fees, reasonably incurred by any director
or officer in connection with the defense or disposition of any such
action, suit, or other proceeding may be paid from time to time by the
Corporation, at the discretion of a majority of the disinterested directors
then in office, in advance of the final disposition thereof upon receipt
of an undertaking by such director or officer to repay the amount so paid
to the Corporation if it is ultimately determined that indemnification for
such expenses is not authorized pursuant to the By-laws, which undertaking
may be accepted without reference to the financial ability of such director
or officer to make repayment.
The Corporation's Restated Articles of Organization provide that a
director shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director; provided, however, that this shall not eliminate or limit the
liability of a director to the extent provided by applicable law (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
61 or 62 of the B.C.L. (such sections relate generally to the liability of
directors for authorizing distributions to shareholders at a time when the
Corporation is insolvent or bankrupt and the liability of directors for
approving loans to officers or directors of the Corporation which are not
repaid and which were not approved or ratified by a majority of
disinterested directors or shareholders), or (iv) for any transactions from
which the director derived an improper personal benefit. No amendment to
or repeal of this provision shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
The Corporation has insurance to indemnify its directors and officers,
within the limits of the Corporation's insurance policies, for those
liabilities in respect of which such indemnification insurance is permitted
under the laws of the Commonwealth of Massachusetts.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this Registration Statement are listed on the Index to
the Exhibits on page II-7 of this Registration Statement which Index is
hereby incorporated by reference herein. The undersigned registrant
undertakes that it will submit the Plan and any amendments thereto to the
Internal Revenue Service in a timely manner and will make all changes
required by the Internal Revenue Service in order to qualify the Plan.
Item 9. Undertakings
(a) The Corporation 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post- effective amendment
by those paragraphs is contained in periodic reports file by the
Corporation pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporate by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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 Corporation hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Corporation's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Corporation pursuant to the foregoing provision, or
otherwise, the Corporation has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Corporation of expenses incurred or paid by
a director, officer or controlling person of the Corporation 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 Corporation 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 Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation 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 Stamford, State of Connecticut,
on the 16th day of October, 1996.
CROMPTON & KNOWLES CORPORATION
By: *
Vincent A. Calarco
Chairman, President And
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vincent A. Calarco and John T. Ferguson II,
and each of them, severally, as his/her attorney-in-fact and agent, with
full power of substitution and resubstitution, for him/her and in his/her
name, place, and stead, in any and all capacities, to sign any and all pre-
or post-effective amendments to this Registration Statement on Form S-8,
and to file the same with all exhibits hereto, and other documents with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his/her 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 indicated on October 16, 1996.
SIGNATURE TITLE
*Vincent A. Calarco Chairman, President and Chief Executive
Officer(principal executive officer)
*Charles J. Marsden Vice President-Finance, Chief Financial
Officer and Director (principal
financial officer)
*Peter Barna Treasurer (principal accounting
officer)
*James A. Bitonti Director
*Robert A. Fox Director
*Roger L. Headrick Director
*Leo I. Higdon, Jr. Director
*Michael W. Huber Director
*C.A. Piccolo Director
*Patricia K. Woolf, Ph.D. Director
*By: /s/John T. Ferguson II Attorney-in-Fact
John T. Ferguson II
EXHIBIT INDEX
Exhibit No. Description
4 Uniroyal Chemical Corporation Purchase Right Plan
5 Opinion of John T. Ferguson II dated October 18, 1996.
23.1 Consent of John T. Ferguson II (included in
Exhibit 5).
23.2 Consent of Independent Auditors, KPMG Peat
Marwick LLP, dated October 17, 1996.
24.1 Power of Attorney (included on signature
page of Registration Statement).
UNIROYAL CHEMICAL CORPORATION
PURCHASE RIGHT PLAN
(formerly the UCC Investors Holding,
Inc. Restricted Stock Plan)
Effective as of October 31, 1989
as
Amended and Restated
as of March 10, 1995
UNIROYAL CHEMICAL CORPORATION
PURCHASE RIGHT PLAN
1. Purpose. The purpose of this Uniroyal
Chemical Corporation Purchase Right Plan (this "Plan"),
as herein set forth, by and between Uniroyal Chemical
Corporation (formerly named UCC Investors Holding, Inc.)
(the "Company") and each Management Investor, is to
establish an additional equity participation relationship
between the Company and its key executives and employees,
thereby directly aligning their interests, income oppor-
tunities and risks with those of other shareholders and
to foster teamwork, entrepreneurial spirit and focused
effort toward the achievement of the Company's long-term
business strategy and objectives through the opportunity
pursuant to this Plan to purchase shares of Common Stock,
par value $.01 per share, of the Company ("Shares").
2. Administration. (a) This Plan shall be
administered by a committee as may be constituted from
time to time (the "Committee"). The Committee shall have
as its members the members of the Compensation Committee
of the Board of Directors of the Company (the "Board"),
or if no Compensation Committee exists, the Committee
shall have as its members the members of the Board of
Directors of the Company. The Committee shall interpret
this Plan, prescribe, amend and rescind rules and regula-
tions relating thereto and make all other determinations
necessary or advisable for the administration of this
Plan. Any such action by the Committee shall be final
and conclusive on all persons having any interest in any
right (a "Purchase Right") to purchase Shares pursuant to
this Plan ("Plan Shares"), or Plan Shares to which such
action relates. The Committee shall hold meetings at
such times and places as it may decide and shall keep
minutes of its proceedings. A majority of the members of
the Committee shall constitute a quorum for purposes of
any action taken by the Committee and all such actions
shall be taken by a majority vote of the members present
at any such meeting. Any action by the Committee may be
taken by written instrument signed by all of the members,
and any such action shall be as fully effective as if it
had been taken by a majority of the members at a meeting
duly called and held. No member of the Board or the
Committee shall be liable for any action, determination
or omission made by him or her in good faith with respect
to his or her service on the Committee.
(b) The Committee shall have the power
from time to time:
(i) to determine, upon the recommendation
of the Chief Executive Officer of the Company, and within
the limits of the express provisions of this Plan, those
Participants (as defined in Section 3 hereof) to whom
Purchase Rights shall be granted and the terms and condi-
tions (which need not be identical) of each Purchase
Right, including, without limitation, the number of Plan
Shares to be subject to each Purchase Right, the time
period during which each Purchase Right may be exercised,
the purchase price per Plan Share under each Purchase
Right (subject to Section 7 hereof), the time or times
within which (during the term of the Purchase Right) all
or any portion of each Purchase Right may be exercised
and whether cash, Shares, promissory notes (secured or
unsecured) or other property, or any combination thereof
may be accepted in full or partial payment for Plan
Shares purchased pursuant to a Purchase Right; and
(ii) generally, to exercise such powers
and to perform such acts as are deemed necessary or
advisable to promote the best interests of the Company
with respect to this Plan.
(c) All Purchase Rights previously grant-
ed by the Company on February 1, 1991, December 1, 1991,
January 1, 1993 and September 30, 1994 shall be deemed to
have been granted hereunder on the terms and subject to
the conditions set forth in such Purchase Rights.
3. Participants. Participants will consist of
such key executives and employees of the Company as the
Committee from time to time designates upon the recommen-
dation of the Chief Executive Officer of the Company and
within the limits of the express provisions of this Plan.
Directors of the Company shall not participate in this
Plan as such, but an employee, who is otherwise eligible
to participate, may participate in this Plan notwith-
standing that he is also a director. The Committee's
determination to grant Purchase Rights to a Participant
in any year shall not require the Committee to grant
Purchase Rights to such Participant in any other year.
The Committee shall consider such factors as it deems
pertinent in selecting Participants and in determining
the number and terms of Purchase Rights to be granted to
them, including without limitation: (i) the recommenda-
tion of the Chief Executive Officer of the Company; (ii)
the financial condition of the Company; (iii) anticipated
profits for the current or future years; (iv) contribu-
tions of Participants to the profitability and develop-
ment of the Company; and (v) other compensation provided
to Participants.
4. Plan Shares. The total number of Plan
Shares reserved for issuance, and potentially available
for purchase by all Participants, under this Plan is
757,030; provided, however, that such number of Plan
Shares shall be adjusted in accordance with the provi-
sions of Section 10 hereof. The Company shall reserve
for the purposes of the Plan such number of Shares as
determined by the Board of Directors of the Company out
of either authorized but unissued Shares, treasury Shares
or partly out of each.
5. Vested Shares. All Plan Shares upon issu-
ance shall be fully vested shares of Common Stock of the
Company.
6. Issuance of Plan Shares. Plan Shares shall
be issued upon exercise, in part or in full, of a Pur-
chase Right covering at least the number of Plan Shares
to be so issued, and payment of the Plan Share exercise
price under such Purchase Right.
7. Purchase Price. The purchase price of
each Plan Share pursuant to the exercise of a Purchase
Right shall be $1.00 per share or such higher price as
the members of the Board of Directors of the Company
shall determine; provided, however, that such purchase
price shall be adjusted in accordance with the provisions
of Section 10 hereof.
8. Unexercised Purchase Rights. If any Pur-
chase Right granted under this Plan expires unexercised,
or is surrendered by a Participant for cancellation, or
is terminated or ceases to be exercisable for any other
reason without having been fully exercised prior to the
end of the period during which Purchase Rights may be
granted under this Plan, the Plan Shares theretofore sub-
ject to such Purchase Right, or to the unexercised por-
tion thereof, shall again become available for new Pur-
chase Rights to be granted under this Plan to any Partic-
ipant.
9. Terms and Conditions of Purchase Rights.
(a) Purchase Rights granted pursuant to
this Plan shall be authorized by the Committee and shall
be evidenced by delivery to the Participant of an Award
and Share Purchase Agreement (the "Share Purchase Agree-
ment") substantially in the form attached hereto as
Exhibit A. Such Share Purchase Agreement shall state:
(i) the number of Plan Shares with respect to which the
Purchase Right is granted, (ii) the purchase price per
Plan Share, (iii) the duration of the Purchase Right,
(iv) the method of purchasing such Plan Shares, and (v)
such other information as the Committee deems appropriate
or necessary. The terms and conditions of each Purchase
Right must be consistent with the provisions of this Plan
and will be applicable only to the grant that it announc-
es.
(b) The Purchase Rights granted under
this Plan shall be in such form and upon such terms and
conditions as the Committee shall from time to time
determine, subject to the provisions of this Plan. As a
condition to exercise of a Purchase Right granted hereun-
der a Participant shall be required to agree to and
execute a counterpart of a Share Purchase Agreement. The
purchase of Plan Shares pursuant to any Purchase Right
may be subject to such other provisions (whether or not
applicable to the Purchase Right awarded to any other
Participant) as the Committee, reasonably determines
appropriate, including, without limitation, restrictions
on resale or other disposition, such provisions as may be
appropriate to comply with federal or state securities
laws and stock exchange requirements, and undertakings or
conditions as to the Participant's employment in addition
to those specifically provided for under this Plan or the
Share Purchase Agreement.
10. Adjustments. The aggregate number of Plan
Shares with respect to which Purchase Rights may be
granted hereunder, the number of Shares subject to each
outstanding Purchase Right, the number of Plan Shares
subject to repurchase by the Company and the purchase
price for each such Plan Share, shall all be equitably
and appropriately adjusted, in such manner as the Commit-
tee may determine, for any increase, reduction or change
or exchange of Shares for a different number or kind of
shares or other securities of the Company by reason of a
reclassification, recapitalization, merger, consolida-
tion, reorganization, issuance of warrants or rights,
stock dividend, stock split or reverse stock split,
combination or exchange of shares, repurchase of shares,
change in corporate structure or otherwise.
11. Stock Certificates. Each Participant who
exercises a Purchase Right or any portion thereof in
accordance with the Plan and the relevant Share Purchase
Agreement shall be issued a stock certificate in respect
of such Plan Shares. Such certificate shall be regis-
tered in the name of the Participant.
12. Legal and Other Requirements. The obliga-
tion of the Company to sell and deliver Plan Shares
granted and purchased under this Plan shall be subject to
all applicable laws, regulations, rules and approvals,
including, but not by way of limitation, the effective-
ness of a registration statement under the Securities Act
of 1933, as amended, if deemed necessary or appropriate
by the Committee, covering the Plan Shares reserved for
issuance. All certificates for Plan Shares delivered
under the Plan shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other require-
ments of the Securities and Exchange Commission, any
stock exchange upon which the Plan Shares are then listed
and any applicable federal or state securities laws and
the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to
any such restrictions.
13. Rights as a Shareholder. Upon exercise of
all or any portion of any Purchase Right, a Participant
shall have all of the rights as a stockholder with re-
spect to the Plan Shares covered by the Purchase Right or
the portion thereof exercised by him, subject to the
provisions of this Plan and the Share Purchase Agreement
related to the Purchase Right.
14. Nontransferability of Purchase Rights.
During the lifetime of a Participant, any Purchase Right
granted to him shall be exercisable only by him. No
Purchase Right shall be assignable or transferable (ex-
cept by will or the laws of descent and distribution).
Any such attempt to transfer or assign such Purchase
Right shall be null and void. The granting of a Purchase
Right shall impose no obligation upon the Participant to
exercise such Purchase Right.
15. Tax Withholding. The Company shall comply
with the obligations imposed on the Company under appli-
cable tax withholding laws, if any, with respect to
Purchase Rights granted, and Plan Shares purchased, here-
under, and the disposition of Plan Shares thereafter, and
shall be entitled to do any act or thing to effectuate
any such required compliance, including, without limita-
tion, withholding from amounts payable by the Company to
a Participant and making demand on a Participant for the
amounts required to be withheld.
16. No Contract of Employment. Neither the
adoption of this Plan, the grant of any Purchase Right or
the purchase of Plan Shares hereunder shall be deemed to
obligate the Company to continue the appointment, employ-
ment, or engagement of any Participant for any particular
period.
17. No Effect on Plans. Neither the adoption
of this Plan, the grant of any Purchase Right or the
purchase of Plan Shares hereunder shall be deemed to pre-
clude the making of any award pursuant to any other
compensation, stock option, long-term incentive, bonus or
other plan that may be in effect from time to time.
18. Indemnification of Committee. The members
of the Committee shall be indemnified by the Company to
the fullest extent permitted by Delaware law, the Company's
Certificate of Incorporation and the Company's By-laws.
19. Amendment and Termination of Plan. The
Company may amend this Plan from time to time or termi-
nate this Plan at any time; provided, however, that no
such action shall reduce the number of Plan Shares sub-
ject to then outstanding Purchase Rights granted to any
Participant or materially adversely change the terms and
conditions thereof without the Participant's consent.
Without further action by the Board or the stockholders
of the Company, this Plan shall terminate ten years after
the effective date of this Plan; provided, however, that
the termination of this Plan shall not effect any Pur-
chase Rights outstanding at such date.
20. Regulations and Other Approvals Governing Law.
(a) This Plan shall be governed by and
construed in accordance with the laws of the State of
Delaware.
(b) Except as otherwise provided in
Section 19, the Committee may make such changes as may be
necessary or appropriate to comply with the rules and
regulations of any government authorities.
21. Effective Date of Plan. This Plan shall
become effective as of October 31, 1989.
EXHIBIT 5
October 18, 1996
Crompton & Knowles Corporation
One Station Place, Metro Center
Stamford, Connecticut 06902
Gentlemen:
I have acted as counsel to Crompton & Knowles Corporation, a
Massachusetts corporation (the "Company"), in connection with
Post-Effective Amendments No. 1 and No. 2 on Form S-8 to the
Company's Registration Statement on Form S-4 (the "Registration
Statement") filed under the Securities Act of 1933 (the "Act")
relating to the issuance of up to 2,188,472 Common Shares, par
value $.10 per share (the "Common Shares"), of the Company
pursuant to the 1993 Uniroyal Chemical Stock Option Plan and the
Uniroyal Chemical Corporation Purchase Right Plan (collectively,
the "Plans").
In connection with the foregoing, I have examined: (a) the
Amended and Restated Articles of Incorporation, and the By-Laws,
as amended, of the Company, (b) the Plans, and (c) such records
of the corporate proceedings of the Company and such other
documents as I deemed necessary to render this opinion.
Based on such examination, I am of the opinion that the
Common Shares available for issuance under the Plans, when
issued, delivered and paid for in accordance with the terms and
conditions of either of the Plans, will be legally issued, fully
paid and nonassessable.
I hereby consent to the filing of this Opinion as Exhibit 5
to the Registration Statement and the reference to me in Item 5
of Part II of the Registration Statement.
Very truly yours,
/s/ John T. Ferguson II
John T. Ferguson II
Exhibit 23.2
The Board of Directors
Crompton & Knowles Corporation
One Station Place - Metro Center
Stamford, CT 06902
We consent to the use of our reports incorporated herein by reference in the
Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Stamford, Connecticut
October 17, 1996
