Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FEDERAL SIGNAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-1063330
(State or other jurisdiction of (I.R.S. Employer ID No.)
incorporation or organization)
1415 West 22nd Street, Suite 1100, Oak Brook, Illinois 60523
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(Address of Principal Executive Offices) (Zip Code)
FEDERAL SIGNAL CORPORATION STOCK BENEFIT PLAN
(Full title of the plans)
KIM A. WEHRENBERG
Vice President, General Counsel and Secretary
Federal Signal Corporation
1415 West 22nd Street, Suite 1100, Oak Brook, Illinois 60523
(Name and address of agent for service)
(630) 954-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
+----------------------------------------------------------------------------+
| | | Proposed | Proposed | |
| Title of | | maximum | maximum | |
|securities | Amount | offering | aggregate | Amount of |
| to be | to be | price per | offering | registra- |
| registered | registered (1) | unit (2) | price (2) | tion fee |
+---------------+----------------+---------------+-------------+-------------+
| Common Stock | 1,500,000 | $19.00 | $28,500,000 | $7,923.00 |
| | | | | |
| | | | | |
+----------------------------------------------------------------------------+
(1) Preferred Share Purchase Rights (the "Rights") which are attached to and
trade with the Common Stock are also registered under this Registration
Statement. Any value attributable to the Rights is reflected in the market
price of the Common Stock.
(2) Pursuant to Rule 457(h), the maximum offering price (estimated solely for
the purpose of calculating the registration fee) was calculated to be
$19.00 upon the basis of the average of the high and low prices of the
Common Stock reported on the consolidated reporting system on October 20,
1999.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, the
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be filed with the Commission either as part of the
registration statement or prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission (File No. 1-6003) under
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference:
(a) The Registrant's latest annual report on Form 10-K for the year ended
December 31, 1998 and the latest annual report for the Plan on Form 11-K.
(b) The Registrant's latest quarterly reports on Form 10-Q for the fiscal
quarters ending March 31, 1999 and June 30, 1999;
(c) The description of the Rights contained in the Company's Registration
Statement on Form 8-A filed on July 28, 1998 and Form S-8 filed on October 16,
1996.
(d) The description of the approval of the Stock Benefit Plan and a
description of the Stock Benefit Plan contained in the Proxy Statement for
Annual Meeting of Shareholders filed on March 8, 1996.
(e) All documents filed by Registrant subsequent to the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part thereof
from the date of filing 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
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Item 6. Indemnification of Directors and Officers
Reference is made to the Delaware General Corporation law which provides
for indemnification of directors and officers in certain circumstances. Under
Article Fifth and Fourteenth of Federal Signal's Certificate of Incorporation
and Article VI of its By-Laws, provisions are made for indemnification of
Federal Signal's officers and directors under certain circumstances, which
provisions may be significantly broad to permit indemnification for liabilities
arising under the Securities Act of 1933, as amended. Federal Signal has
purchased a comprehensive directors' and officers' liability insurance policy
with a policy limit of $25,000,000.
Item 8. Exhibits
_ Opinion Re: Legality
_ Consents of Experts and Counsel
Consent of Ernst & Young LLP dated October 20, 1999.
_ Power of Attorney
Included on page 5 of this Registration Statement.
Item 9. Undertakings
The Undersigned registrant hereby undertakes:
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering; and
(b) For purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
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Exchange Commission such indemnification is against public policy as expressed
in the 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. 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 in the Village of Oak Brook, State of Illinois, on October 22,
1999.
FEDERAL SIGNAL CORPORATION
By:/s/ Joseph J. Ross
Joseph J. Ross
Chairman, President and
Chief Executive Officer
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Exhibit 1 - Legal Opinion
Kim A. Wehrenberg
Vice President, General Counsel & Secretary
October 22, 1999
Federal Signal Corporation
1415 W. 22nd Street
Oak Brook, IL 60523
Gentlemen:
Referring to the accompanying Registration Statement on From
S-8 relating to the registration of 1,500,000 shares for
"The Federal Signal Corporation Stock Benefit Plan" (the
"Plan"), I am of the opinion that:
1. Federal Signal Corporation is a validly organized
and existing corporation under the laws of the State of
Delaware.
2. All necessary corporate action has been duly taken
to authorize the establishment of the Plan and issuance of
up to 1,500,000 shares under the Plan.
3. The shares of Federal Signal Corporation Common
Stock issuable upon the exercise of options or granting of
stock awards have been duly authorized and reserved for
issuance, and when issued and delivered in accordance with
the terms of the Plan and grants made thereunder, (i) will
be legally issued, fully paid and nonassessable shares of
Common Stock of Federal Signal Corporation and (ii) no
personal liability will be attached to the holders under the
laws of the State of Delaware where the Company is
incorporated, or the laws of the State of Illinois, where
the Company has its principal place of business.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
Registration Statement referred to above, and the use of my
name in the Prospectus under Legal Opinion which is included
in the Registration Statement.
Very truly yours,
Kim A. Wehrenberg
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Exhibit 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Federal Signal Corporation Stock
Benefit Plan of our report dated January 26, 1999, with respect to the
consolidated financial statements and schedule of Federal Signal
Corporation incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1998 filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Chicago, Illinois
October 20, 1999
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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 date indicated.
Each person whose signature appears below constitutes and appoints Joseph
J. Ross and Kim A. Wehrenberg, and each of them, his true and lawful
attorney-in-fact and agent, each acting alone, with full powers of substitution
and resubstitution, for him and his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this 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, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done to file such Registration
Statement and amendments, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ Henry L. Dykema Vice President and Chief 10/22/99
Henry L. Dykema Financial Officer
/s/ Richard L. Ritz Vice President & Controller 10/22/99
Richard L. Ritz (Principal Accounting Officer)
/s/ Charles R. Campbell Director 10/22/99
Charles R. Campbell
/s/ Paul W. Jones Director 10/22/99
Paul W. Jones
/s/ James A. Lovell, Jr. Director 10/22/99
James A. Lovell, Jr.
/s/ Thomas N. McGowen, Jr. Director 10/22/99
Thomas N. McGowen, Jr.
/s/ Walter R. Peirson Director 10/22/99
Walter R. Peirson
/s/ Joseph J. Ross Director, Chairman, President 10/22/99
Joseph J. Ross and Chief Executive Officer
/s/ Richard R. Thomas Director 10/22/99
Richard R. Thomas
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plans) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oak Brook, State of
Illinois on October 22, 1999.
THE FEDERAL SIGNAL CORPORATION
STOCK BENEFIT PLAN
By: /s/ Kim A. Wehrenber
Kim A. Wehrenberg
Its: Attorney-in-Fact for the Plan
Administrative Committee
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