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 Non-Qualified Stock Option 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) 675,000 shs. $15.75 $10,631,250 $3,665.94
========================================================================
(*) 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>
2
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.
3
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
4
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
5
(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
6
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.
7
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 675,000
shares of the Class A Common Stock, $1.00 par value, of A.T.
Cross Company issued pursuant to the A.T. Cross Company Non-
Qualified Stock Option 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.
8
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Bradford R. Boss Chairman of the
Bradford R. Boss Board and 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 and
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.
9
/s/ Edwin G. Torrance Director December 1, 1995
Edwin G. Torrance
/s/ H. Frederick Krimendahl Director December 1, 1995
H. Frederick Krimendahl II
10
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 Incorportion
(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.
12
5 Opinion of Lynne Barry Dolan, Esq. 22
23.1 Consent of Ernst & Young LLP 23
23.2 Consent of Lynne Barry Dolan, Esq.
(included in Opinion filed
as Exhibit 5).
N/A
11
EXHIBIT 3.2
BY-LAWS
OF
A. T. CROSS COMPANY
Article I
OFFICES
The Corporation shall have offices at such places both
within and without the State of Rhode Island as may from
time to time be determined by the board of directors or as
the business of the Corporation may require.
Article II
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings. All annual meetings of
the shareholders and all special meetings of the
shareholders called by the president or the board of
directors shall be held at such place within or without the
State of Rhode Island as shall be stated in the notice of
meeting. All other special meetings of the shareholders
shall be held at an office of the Corporation in the State
of Rhode Island.
Section 2. Annual Meetings. Commencing in the year
1972, an annual meeting of the shareholders shall be held on
the fourth Thursday in April in each year if not a legal
holiday, and if a legal holiday, then on the next day
following which is not a legal holiday, at a time specified
in the notice of such meeting or in any waiver of such
notice. At each annual meeting, the shareholders shall
elect a board of directors and shall transact such other
business as may properly come before the meeting. In the
event of the failure to hold said annual meeting at any time
or for any cause, any and all business which might have been
transacted at such meeting may be transacted at the next
succeeding meeting, whether special or annual.
Section 3. Special Meetings. A special meeting of the
shareholders, for any purpose or purposes, may be called by
the president, the board of directors, or the holders of
record of not less than one-tenth of the shares entitled to
vote at such meeting. Any such call shall state the purpose
or purposes of the proposed meeting. A special meeting may
be held in lieu of the annual meeting either before or after
the date fixed for such annual meeting in Section 2 of this
Article, provided that notice of such special meeting is
given or waived in the manner hereinafter specified and
provided that such notice or waiver expressly states that
such special meeting is in lieu of the annual meeting.
Section 4. Notice of Meetings. Written notice of each
annual or special meeting stating the place, day and hour of
the meeting (and the purpose or purposes of any special
meeting) shall be given by or at the direction of the
president, the secretary, or the person or persons calling
the meeting to each shareholder of record entitled to vote
at such meeting not less than ten nor more than fifty days
before the meeting. Business transacted at any special
meeting of shareholders shall be limited to the purposes
stated in the notice of the meeting or any written waiver
thereof.
Section 5. Quorum. The holders of a majority of the
Class B shares issued and outstanding, present in person or
represented by proxy, shall constitute a quorum at all
meetings of the shareholders for the transaction of
business; provided however that no action shall be taken at
such meeting with respect to any matter upon which Class A
shares shall be entitled to vote unless the holders of a
majority of said Class A shares issued and outstanding shall
be present in person or represented by proxy at such
meeting. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be
transacted which might have been transacted at the meeting
as originally notified. If the adjournment is for more than
thirty days, a notice of the adjourned meeting shall be
given to each shareholder entitled to vote at the meeting.
When a quorum of the Class A or Class B shares is present at
any meeting, the vote of the holders of a majority of the
class of shares entitled to vote on any particular question
brought before such meeting and present in person or
represented by proxy, shall decide such question unless the
vote of a greater number is required by law.
Section 6. Proxies. Every shareholder entitled to
vote at a meeting or to express consent without a meeting
may authorize another person or persons to act for him by
proxy, executed in writing by the shareholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after
eleven months from the date thereof, unless otherwise
provided in the proxy.
Section 7. Consent Votes. Any action required or
permitted to be taken at a meeting of shareholders may be
taken without a meeting if all the shareholders entitled to
vote thereon consent thereto in writing.
Article III
DIRECTORS
Section 1. Powers. The business and affairs of the
Corporation shall be managed by the board of directors.
Section 2. Number. The number of directors shall be
not less than five nor more than nine. Within the limits
above specified, the number of directors shall be fixed by
vote of the shareholders at the annual meeting or at any
special meeting held in lieu of the annual meeting. Holders
of Class A common stock voting as a class shall have the
right to elect one-third of the number of directors so
fixed; provided, however, that if said number is not evenly
divisible by three, then the holders of Class A common stock
shall have the right to elect that number of directors which
is the nearest whole number when the total number of
directors to be elected is divided by three. Holders of
Class B common stock voting as a class shall elect the
remaining number of directors so fixed.
Section 3. Election and Term. The directors shall be
elected at the annual meeting of the shareholders or at a
special meeting held in lieu of the annual meeting, except
as provided in Section 5 of this Article. Each nominee for
election to the board of directors shall be designated
either as a "Class A" or a "Class B" director. Each
director elected shall hold office until the next annual
meeting of the shareholders and thereafter until his
successor is elected and qualified (unless there shall be no
successor as a result of a decrease in the number of the
board of directors). Except as otherwise provided in the
agreement among shareholders dated November 27, 1970 with
respect to Class A directors, any or all of the directors
may be removed without cause by vote of the shareholders,
and any director may be removed for cause by vote of the
board of directors. Directors need not be shareholders of
the Corporation or residents of the State of Rhode Island.
Section 4. Meetings. The board of directors may hold
meetings, both regular and special, either within or without
the State of Rhode Island. The first meeting of each newly
elected board of directors shall be held at such time and
place as shall be specified in a notice delivered as
hereinafter provided for special meetings of the board of
directors, or as shall be specified in a written waiver
signed by all of the directors. Regular meetings of the
board of directors may be held without notice at such time
and at such place as shall from time to time be determined
by the board of directors. Special meetings of the board of
directors may be called by the president on two days' notice
to each director, either personally or by mail or by
telegram; special meetings shall be called by the president
or secretary in like manner and on like notice on the
written request of two directors. Meetings of the directors
may be held by means of a telephone conference circuit and
connection to such circuit shall constitute presence at such
meeting.
Section 5. Vacancies. Except as otherwise provided in
the agreement among shareholders dated November 27, 1970
with respect to Class A directors, any vacancy occurring in
the board of directors may be filled by the affirmative vote
of a majority of the remaining Class A and Class B directors
voting together, even though less than a quorum of the board
of directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.
Section 6. Quorum. At all meetings of the board of
directors, a majority of the number of directors fixed
pursuant to Section 2 of this Article shall constitute a
quorum for the transaction of business, and the act of a
majority of the directors present at a meeting at which a
quorum is present shall be the act of the board of
directors.
Section 7. Directors' Consent Vote. Any action
required or permitted to be taken at a meeting of the board
of directors or of any committee thereof may be taken
without a meeting if a consent in writing, setting forth the
action so to be taken, shall be signed before or after such
action by all of the directors, or all of the members of
such committee, as the case may be.
Section 8. Committees of Directors. The board of
directors may, by vote passed by a majority of the whole
board, designate one or more committees, including an
executive committee, each committee to consist of two or
more of the directors of the Corporation. The board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member
at any meeting of the committee. Except as provided by the
Rhode Island business corporation act, any such committee,
to the extent provided in the resolution, shall have and may
exercise all the authority of the board of directors in the
management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed
to all papers which may require it; provided, however, that
in the absence or disqualification of any member of such
committee or committees, the member or members thereof
present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors
to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall
have such name or names as may be determined from time to
time by resolution adopted by the board of directors. Each
committee shall keep regular minutes of its proceedings and
report the same to the board of directors when required.
Section 9. Compensation of Directors. The directors
may be paid their expenses, if any, of attendance at each
meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of
directors. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
Article IV
NOTICES
Section 1. How Delivered. Whenever under the
provisions of the Rhode Island business corporation act or
of the articles of incorporation or of these by-laws written
notice is required to be given to any person, such notice
may be given by mail, addressed to such person, at his
address as it appears in the records of the Corporation,
with postage thereon prepaid, and such notice shall be
deemed to be delivered, if mailed, at the time when the same
shall be deposited in the United States mail in the State of
Rhode Island. Notice may also be given by telegram or
personally to any director.
Section 2. Waivers of Notice. Whenever any notice is
required to be given under the provisions of the Rhode
Island business corporation act or of the articles of
incorporation or these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice. Attendance
of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting
for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or
convened.
Section 3. Specification of Business. Neither the
business to be transacted at, nor the purpose of, any
meeting of the shareholders or members of a committee need
be specified in any written waiver of notice except as
otherwise herein expressly provided.
Article V
OFFICERS
Section 1. Number. The mandatory officers of the
Corporation shall be a president, a secretary, and a
treasurer. The board of directors may from time to time
elect or appoint such other officers, including a chairman
of the board and one or more vice presidents, assistant
officers
and agents and delegate and assign to them such authorities
and duties, as it may deem necessary. Any two or more of
the offices may be held by the same person. None of the
officers need be either a shareholder or director.
Section 2. Election and Term. The officers of the
Corporation shall be elected by the board of directors at
its first meeting after the meeting of shareholders held for
the election of directors. Each officer shall be elected to
serve until his successor shall have been elected and shall
have qualified or until his earlier death, resignation or
removal as hereinafter provided. Any officer or agent may
be removed by the board of directors whenever in its
judgment the best interests of the Corporation will be
served thereby, but such removal will be without prejudice
to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of
itself create contract rights.
Section 3. Authority and Duties. Unless otherwise
specified by the board of directors, the chairman of the
board, if any, shall be the chief executive officer of the
Corporation; the president shall be the chief operating
officer of the Corporation; and the treasurer shall be the
chief financial officer of the Corporation. If no chairman
of the board is elected, qualified or acting, the president
shall also be the chief executive officer of the
Corporation. The other officers of the Corporation shall
have the powers and shall perform the duties customarily
appurtenant to their respective offices, and shall have such
further powers and shall perform such further duties as
shall be from time to time assigned to them.
Section 4. Vacancies. A vacancy in any office because
of death, resignation, removal or otherwise may be filled by
the board of directors for the unexpired portion of the
term.
Section 5. Signing of Instruments. All checks,
drafts, orders, notes and other obligations of the
Corporation for the payment of money, and deeds, mortgages,
leases, contracts, bonds and other corporate instruments may
be signed by such officer or officers of the Corporation or
by such other person or persons as may from time to time be
designated by general or special vote of the board of
directors.
Article VI
CERTIFICATES FOR SHARES
Section 1. Share Certificates. Certificates
representing shares of the Corporation shall be in such form
as shall be approved by the board of directors from time to
time and shall be signed by any two officers of the
Corporation and shall be sealed with the seal of the
Corporation or a facsimile thereof, provided that when any
such certificate is countersigned by a transfer agent or by
a registrar acting on behalf of the Corporation the
signatures of the corporate officers and the corporate seal
upon any such certificate may be facsimiles.
Section 2. Transfers of Shares. Transfers of shares
shall be registered by the Corporation (or any transfer
agent acting for it) upon the surrender of the certificate
or certificates therefor, duly endorsed by the appropriate
person or persons or accompanied by proper evidence of
succession, assignment or authority to transfer, and
complying with such other requirements as are established by
law.
Section 3. Registered Shareholders. Except as
otherwise provided by law, the Corporation may treat the
person registered on the books of the corporation as the
owner of shares as the person exclusively entitled to vote,
to receive notifications and otherwise to exercise all
rights and powers of an owner; and the Corporation shall not
be bound to recognize any equitable or legal claim to or
interest in such shares on the part of any other person.
Section 4. Issue of New Certificates. In the event of
the loss, theft or destruction of any certificates
representing shares of the Corporation, the owner thereof
shall be entitled to have new certificates, for the same
number of shares, issued in lieu of said certificates so
lost, stolen or destroyed, upon satisfactory proof of
ownership and upon the giving of such bond or security to
the Corporation to indemnify it against any loss, cost,
damage or expenses which may accrue to it by reason of the
issue of said certificates in lieu of the certificates so
lost, stolen, destroyed, as the board of directors may deem
necessary.
Article VII
FISCAL YEAR
The fiscal year of the Corporation shall be determined
by the board of directors and in the absence of such
determination shall be the calendar year.
Article VIII
SEAL
The corporate seal shall be in the form of a circle
with the name of the Corporation, the words "Incorporated
Rhode Island" and the year of its incorporation inscribed
therein. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or
otherwise.
Article IX
INDEMNIFICATION
The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, (or is or was serving
at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise), against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement, to the extent permitted by law.
Article X
CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE
For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be
closed for a stated period not more than sixty days. In
lieu of closing the stock transfer books, the board of
directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any
case to be not more than sixty days prior to the date on
which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled
to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution
of the board of directors declaring such dividend is
adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders
has been made as provided in this article, such
determination shall apply to any adjournment thereof.
Article XI
AMENDMENTS
These by-laws may be altered, amended or repealed or
new by-laws may be adopted at any annual or special meeting
of the shareholders by the affirmative vote of the holders
of a majority of the Class B shares issued and outstanding
and entitled to vote, provided, however, that notice of such
alteration, amendment, repeal or adoption of new by-laws
shall be contained in the notice of such meeting, or in the
waiver thereof. The board of directors shall have like
authority to alter, amend, repeal or adopt new by-laws by
affirmative vote of a majority of the number of directors
fixed as provided in these by-laws.
I:BylawATX.doc
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 - Non-qualified
Stock Option 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 675,000 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 Non-qualified Stock
Option 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 Non-Qualified Stock Option 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
