11
Registration Statement No. 33____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
Registration Statement Under the Securities Act of 1933
__________________________
A.T. CROSS COMPANY
(Exact name of issuer as specified in its charter)
RHODE ISLAND ______ 05-0126220
(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
One Albion Road
Lincoln, Rhode Island 02865
(401)333-1200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
A.T. Cross Company Restricted Stock Plan
(Full Title of the Plan)
Tina C. Benik, Esq.
One Albion Road
Lincoln, Rhode Island 02865
(401)333-1200
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Copy to:
Lynne Barry Dolan, Esq.
2400 Hospital Trust Plaza
Providence, Rhode Island 02903
(401)421-3670
____________________
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. []
Approximate Date of Commencement of Proposed Sale to Public:
From time to time after the effective date of this Registration
Statement.
Exhibit Index on Page 11
<TABLE>
CALCULATION OF REGISTRATION FEE
===========================================================================
Title of
Each Class of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registra-
Registered Registered Per Share(*) Offering Price tion Fee
<S> <C> <C> <C> <C>
Class A
Common Stock
(par value
$1.00) 60,000 shs. $15.75 $945,000 $325.86
===========================================================================
(*) Computed pursuant to Rule 457(h) solely for the purpose of
determining the registration fee, based on the average of the high and low
prices of the Corporation's Common Stock as reported by the American
Stock Exchange on November 28, 1995.
</TABLE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by A.T. Cross
Company (the "Registrant") with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest Annual Report filed on
Form 10-K; and
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the financial statements contained in the
prospectus referred to in (a) above; and
(c) The description of the Registrant's Class A common
stock contained in the Registrant's registration statement filed
under Section 12 of the Exchange Act, including any amendment or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all of the shares of
Class A common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of 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 of this Registration Statement 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Rhode Island Business Corporation Act, a
corporation has the power to indemnify any person made a party
to any proceeding by reason of the fact that he is or was a
director of the corporation or, while a director of the
corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan, so long as the person (i)
conducted himself in good faith, (ii) reasonably believed, in
the case of conduct in his official capacity with the
corporation, that his conduct was in its best interests, and in
all other cases that his conduct was at least not opposed to its
best interests, and (iii) in the case of any criminal
proceeding, he had no reasonable cause to believe that his
conduct was unlawful. Indemnification may be made against
judgments, penalties, fines, settlements, and reasonable
expenses actually incurred by the person in connection with the
proceeding, but shall not be made in respect of any proceeding
in which the person shall have been adjudged to be liable to the
corporation. Notwithstanding the foregoing, a director shall
not be indemnified in respect of any proceeding charging
improper personal benefit to him, whether or not involving
action in his official capacity, in which he shall have been
adjudged to be liable on the basis that personal benefit was
improperly received by him. Indemnification may not be made
unless authorized in the specific case after a determination has
been made by the Board of Directors or other specific body that
indemnification of the director is permissible in the
circumstances because he has met the standard of conduct set
forth above.
In general, an officer of a corporation may be indemnified
to the same extent as a director.
In addition to the authority conferred upon the Registrant
as provided above, the Restated Articles of Incorporation of the
Registrant provide that the Board of Directors may authorize
agreements to be entered into with each director to provide that
the Registrant shall pay, on behalf of the director with whom
the same is entered into, certain losses or expenses arising
from claims made against the director in his capacity as a
director of the Registrant by reason of any breach of duty,
neglect, error, misstatement, misleading statement, omission or
other act wrongfully done or attempted. The articles further
provide that any agreement so authorized may provide for the
advancement of expenses to a director prior to the final
disposition of any action, suit or proceeding involving such
director and based on the alleged commission by the director of
any such breach of duty or other act wrongfully done or
attempted, subject to an undertaking by the director to repay
the same to the Registrant if the act involves a claim for which
indemnification is not permitted under the articles and the
final disposition of the action results in an adjudication
adverse to the director.
The Registrant's articles provide that any such agreement
may not provide for the indemnification of a director, or for
the reimbursement of a director, in connection with any claim
(A) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (B) for acts or omissions not in
good faith or which involve intentional misconduct or knowing
violation of law, (C) for profits under Section 16(b) of the
Exchange Act, or (D) for improper personal benefit (unless the
transaction is permitted by the Rhode Island Business
Corporation Act.)
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is hereby incorporated by reference
herein.
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, as amended (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 (or the most recent
post-effective amendment thereof); and
(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 the Registration Statement;
provided, however, that paragraphs (i) and (ii) shall
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated 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.
(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,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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) The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, a copy of the Registrant's
annual report to shareholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in
which case the Registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report
upon written request from the employee.
(d) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6, 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 Securities 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 of whether such indemnification by
itself 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 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, on
the 1st day of December, 1995.
A.T. CROSS COMPANY
By: John E. Buckley
Title: Executive Vice President,
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the persons
whose signature appears below does hereby constitute and appoint
Russell A. Boss, John E. Buckley and Tina C. Benik, and each of
them, with full power of substitution and full power to act
without the others, his true and lawful attorney-in-fact and
agent for him in his name, place and stead, in any and all
capacities, to sign any and all amendments to the Registration
Statement on Form S-8 with respect to 60,000 shares of the Class
A Common Stock, $1.00 par value, of A.T. Cross Company issued
pursuant to the A.T. Cross Company Restricted Stock Plan, and
any or all amendments (including post-effective amendments) to
such Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, 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 in
order to effectuate the same as fully, to all intents and
purposes, as they or he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, 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 below by the follow
ing persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Bradford R. Boss Chairman of the
Bradford R. Boss Board, Director December 1, 1995
/s/ Russell A. Boss President,
Russell A. Boss Chief Executive
Officer and Director December 1, 1995
/s/ John E. Buckley Executive Vice
John E. Buckley President, Chief
Operating Officer
and Director December 1, 1995
/s/ Michael El-Hillow Vice President
Michael El-Hillow Finance, Chief
Financial Officer
and Treasurer December 1, 1995
/s/ Donald W. Reilly Controller,
Donald W. Reilly Principal Account-
ing Officer December 1, 1995
/s/ Terrence Murray Director December 1, 1995
Terrence Murray
/s/ Thomas C. McDermott Director December 1, 1995
Thomas C. McDermott
/s/ James C. Tappan Director December 1, 1995
James C. Tappan
/s/ Bernard V. Buonanno Director December 1, 1995
Bernard V. Buonanno, Jr.
/s/ Edwin G. Torrance Director December 1, 1995
Edwin G. Torrance
/s/ H. Frederick Krimendahl Director December 1, 1995
H. Frederick Krimendahl II
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
3.1 Amended and Restated
Articles of Incorporation of
the Registrant, (filed as
Exhibit (3) to the Registrant's
Report on Form 10-K for the year
ended December 31, 1980 and by
this reference incorporated
herein); Amendment to Restated
Articles of Incorporation
(filed as Exhibit A to the
Registrant's Definitive Proxy
Statement for the 1989 Annual
Meeting of Shareholders and by
this reference incorporated
herein). N/A
3.2 By-laws of the Registrant, as
amended (filed as Exhibit 4.2 to
Form S-8 filed December 4, 1995
and by this reference incorporated
herein). N/A
5 Opinion of Lynne Barry Dolan, Esq. 12
23.1 Consent of Ernst & Young LLP 13
23.2 Consent of Lynne Barry Dolan, Esq.
(included in Opinion filed
as Exhibit 5). N/A
EXHIBIT 5
LYNNE BARRY DOLAN
ATTORNEY AT LAW
2400 HOSPITAL TRUST TOWER
PROVIDENCE, RHODE ISLAND 02903
PHONE: (401)421-3670
FAX: (401)276-6611
December 1, 1995
A.T. Cross Company
One Albion Road
Lincoln, Rhode Island 02865
Re: Registration Statement on Form S-8 -
Restricted Stock Plan
Dear A.T. Cross Company:
I have acted as counsel to A.T. Cross Company, a Rhode Island
corporation (the "Company"), in connection with the filing by the
Company of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange
Commission relating to 60,000 shares of the Company's Class A
Common Stock, par value $1.00 per share (the "Common Stock"), to
be issued pursuant to the A.T. Cross Company Restricted Stock
Plan (the "Plan").
In connection with this opinion, I have examined the Company's
Articles of Incorporation, as amended, the bylaws of the Company,
as amended, the Registration Statement, corporate proceedings of
the Company relating to the issuance of the Class A Common Stock,
the Plan and such other instruments and documents as I have
deemed relevant under the circumstances.
In making the aforesaid examination, I have assumed the
genuineness of all signatures and the conformity to original
documents of all copies furnished to me as original or
photostatic copies. I have also assumed that the corporate
records furnished to me by the Company include all corporate
proceedings regarding the issuance of the Common Stock taken by
the Company to date.
Based upon and subject to the foregoing, I am of the opinion
that the Common Stock which may be issued under the Plan has been
duly authorized, and when issued in accordance with the terms of
the Plan will be validly issued, fully paid and non-assessable.
I hereby consent to the use of my opinion as herein set
forth as an exhibit to the Registration Statement. This opinion
is rendered to you in connection with the Registration Statement,
and except as consented to in the preceding sentence, may not be
relied upon or furnished to any other person in any context. In
giving such consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Lynne Barry Dolan
ADMITTED TO RHODE ISLAND AND MASSACHUSETTS BARS
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the A.T.
Cross Company Restricted Stock Plan of our report dated
January 30, 1995, with respect to the consolidated
financial statements of A.T. Cross Company incorporated by
reference in its Annual Report (Form 10-K) for the year
ended December 31, 1994, and the related financial
statement schedule included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Providence, Rhode Island
November 29, 1995
