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
Omnibus Incentive 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 9
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) 200,000 shs. $ 6.19 $ 1,238,000 $ 365.21
___________________________________________________________________________
(*) 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 October 20, 1998.
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; 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 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).
The Registrant has entered into agreements with each director consistent
with the applicable provisions of the Articles as described above.
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 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 20th day of October, 1998.
A.T. CROSS COMPANY
By: JOHN T. RUGGIERI
Title: Senior Vice President and
Chief Financial Officer
Each person whose signature appears below hereby constitutes and appoints
Russell A. Boss, John E. Buckley, Tina C. Benik and John T. Ruggieri, or
any of them acting alone, as his true and lawful attorney-in-fact, with
full power and authority to execute in the name, place and stead of each
such person in any and all capacities and to file an amendment or
amendments to the Registration Statement (and all exhibits thereto) and any
documents relating thereto, which amendments may make such changes in the
Registration Statement as the person or persons named above so acting
deem(s) advisable.
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 October 20, 1998
RUSSELL A. BOSS President,
Russell A. Boss Chief Executive Officer October 20, 1998
and Director
JOHN E. BUCKLEY Executive Vice President,
John E. Buckley Chief Operating Officer October 20, 1998
and Director
JOHN T. RUGGIERI Senior Vice President and
John T. Ruggieri Chief Financial Officer October 20, 1998
GARY S. SIMPSON Controller and
Gary S. Simpson Principal Accounting October 20, 1998
Officer
TERRENCE MURRAY Director October 20, 1998
Terrence Murray
ANDRIES VAN DAM Director October 20, 1998
Andries van Dam
JAMES C. TAPPAN Director October 20, 1998
James C. Tappan
BERNARD V. BUONANNO, JR. Director October 20, 1998
Bernard V. Buonanno, Jr.
EDWIN G. TORRANCE Director October 20, 1998
Edwin G. Torrance
H. FREDERICK KRIMENDAHL II Director October 20, 1998
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
23.2 Consent of Ernst & Young LLP 14
23.3 Consent of Edwards & Angell
(included in Opinion filed
as Exhibit 5). N/A
October 23, 1998
A.T. Cross Company
One Albion Road
Lincoln, Rhode Island 02865
Re: Registration Statement on Form S-8/Omnibus Incentive 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 200,000 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 Omnibus Incentive
Plan (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
Richard G. Small, Partner
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of A.T. Cross Company on Form S-8 of our reports dated February 10, 1998,
appearing in the Annual Report on Form 10-K of A.T. Cross Company for the
year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 20, 1998
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 Omnibus Incentive Plan of
our report dated January 30, 1996, with respect to the 1995 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,
1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Providence, Rhode Island
October 20, 1998
