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 articles)
Rhode Island 05-0126220
(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
One Albion Road
Lincoln, RI 02865
(401) 333-1200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
A.T. Cross Company
Defined Contribution Retirement Plan
(Full Title of the Plan)
Tina C. Benik, Esq.
A.T. Cross Company
One Albion Road
Lincoln, RI 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.
Edwards & Angell
2700 Hospital Trust Plaza
Providence, Rhode Island 02903
(401)274-9200
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 10
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
Class A
Common Stock
(par value
$1.00) 300,000 shs. $10.3125 $3,093,750 $913
_______________________________________________________________________________
(*) Pursuant to Rule 457(h2), this registration statement shall be deemed to
register an indeterminate number of interests in the A.T. Cross Company Defined
Contribution Retirement Plan.
(**) 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 Class A Common Stock as reported by the American Stock Exchange
on December 18, 1997.
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 Annual Report referred to in (a) above;
(c) The latest Annual Report of the A.T. Cross Company Defined
Contribution Retirement Plan (the "Plan") filed on Form 11-K; and
(d) 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 and the Plan 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.
Bernard V. Buonanno, Jr., director of the Registrant, is a partner in the
law firm of Edwards & Angell, which has given a legal opinion with respect to
the validity of the securities being registered.
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 (the "Articles") 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.
The Plan was adopted on January 1, 1997 as a result of a merger of the A.T.
Cross Company Crossaver Plan and the A.T. Cross Company Profit-Sharing Plan.
Both the Crossaver Plan and Profit-Sharing Plan had received determination
letters from the Internal Revenue Service ("IRS") that the Plans were qualified
under Section 401(a) of the Internal Revenue Code ("Section 401(a)"). The
Registrant hereby undertakes to submit the Plan to the IRS for a similar
determination letter in a timely manner and will make all changes required by
the IRS in order to qualify the Plan under Section 401(a).
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 thereto); 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 9th day of December 1997.
A.T. CROSS COMPANY
By: JOHN E. BUCKLEY
Title: Chief Operating Officer and
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, the trustee of
the A.T. Cross Company Deferred Contribution Retirement Plan has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 9th day of December, 1997.
A.T. CROSS COMPANY DEFINED
CONTRIBUTION RETIREMENT PLAN
By: Fleet National Bank, Trustee
By: JOHN J. BROSNAN
Title: Assistant Vice President
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
BRADFORD R. BOSS Chairman of the
Bradford R. Boss Board and Director December 9, 1997
RUSSELL A. BOSS President,
Russell A. Boss Chief Executive Officer December 9, 1997
and Director
JOHN E. BUCKLEY Executive Vice President, December 9, 1997
John E. Buckley Chief Operating Officer
and Director
JOHN T. RUGGIERI Senior Vice President and December 9, 1997
John T. Ruggieri Chief Financial Officer
GARY S. SIMPSON Corporate Controller and
Gary S. Simpson Principal Accounting
Officer December 9, 1997
TERRENCE MURRAY Director December 9, 1997
Terrence Murray
THOMAS C. MCDERMOTT Director December 9, 1997
Thomas C. McDermott
JAMES C. TAPPAN Director December 9, 1997
James C. Tappan
BERNARD V. BUONANNO, JR. Director December 9, 1997
Bernard V. Buonanno, Jr.
EDWIN G. TORRANCE Director December 9, 1997
Edwin G. Torrance
H. FREDERICK KRIMENDAHL II Director December 9, 1997
H. Frederick Krimendahl II
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
4.1 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
4.2 By-laws of the Registrant, as
amended (filed as Exhibit 4.2 to
Form S-8, Registration No. 33-64731,
and by this reference incorporated herein). N/A
5 Opinion of Edwards & Angell 12
23.1 Consent of Deloitte & Touche LLP 13
Consent of Ernst & Young LLP 14
Consent of Edwards & Angell
(included in Opinion filed
as Exhibit 5). N/A
December 19, 1997
A.T. Cross Company
One Albion Road
Lincoln, Rhode Island 02865
Re: Registration Statement on Form S-8/Defined Contribution Retirement Plan
Dear A.T. Cross Company:
We 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 300,000 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 Defined Contribution Retirement Plan (the "Plan"), as
well as underlying interests in the Plan.
In connection with this opinion, we 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 we have deemed relevant under the circumstances.
In making the aforesaid examination, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies furnished to
us as original or photostatic copies. We have also assumed that the corporate
records furnished to us 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, we are of the opinion that the
Common Stock which may be issued under the Plan and the underlying interests in
the Plan have been duly authorized, and when issued in accordance with the terms
of the Plan will be validly issued, fully paid and non-assessable.
We hereby consent to the use of our 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, we do not thereby admit that we are 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,
EDWARDS & ANGELL
By: RICHARD G. SMALL
Partner
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Form S-8 Registration
Statement relating to the A. T. Cross Company Defined Contribution Retirement
Plan of our reports dated (a) February 10, 1997, with respect to the
consolidated financial statements of A. T. Cross Company incorporated by
reference in the Annual Report on Form 10-K for the year ended December 31, 1996
and (b) June 20, 1997, with respect to the financial statements and schedules of
the A. T. Cross Company Profit Sharing Plan and Trust and the A. T. Cross
Company 401(k) Savings Plan included in the Annual Report on Form 11-K, both for
the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 19, 1997
Exhibit 23.2
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 Defined Contribution Retirement Plan
of our reports (a) dated January 30, 1996, with respect to the 1995 and 1994
consolidated financial statements and schedule of A. T. Cross Company
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31,1996, and (b) dated June 26, 1996, with respect to the 1995
financial statements and schedules of A. T. Cross Company Profit Sharing Plan
and Trust and the A. T. Cross Company Savings Plan included in the Plan's
Annual Report (Form 11-K), for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
December 19, 1997
Providence, Rhode Island
