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As filed with the Securities and Exchange Commission on March 2, 2000.
Registration No. 333-45315
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE EASTERN COMPANY
(Exact name of registrant as specified in its charter)
Connecticut 06-0330020
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
112 Bridge Street, Naugatuck, Connecticut 06770
(Address of principal executive offices) (Zip code)
THE EASTERN COMPANY 1997 DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
John V. Galiette, Esq.
Reid and Riege, P.C.
One State Street
Hartford, Connecticut 06103-3185
(860) 240-1009
(Name, address, including zip code, and telephone number,
including area code of agents for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed maximum
securities Amount maximum offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
Common stock 225,000(1) N/A N/A N/A
Common stock 100,000(2) $15.1875(3)(4) $1,518,750(3) $400.95(4)
(1) On May 28, 1999, the Board of Directors of the Company effected a 3-for-2
stock split pursuant to which each holder of record of two shares of the
Registrant's Common Stock received one additional share of the Registrant's
Common Stock. Accordingly, the number of shares of the Registrant's Common
Stock registered pursuant to the Form S-8 Registration Statement filed by the
Registrant on January 30, 1998 was automatically increased from 150,000 shares
to 225,000 shares.
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(2) On December 15, 1999, the Board of Directors of the Company amended the
Plan in order to permit an additional 100,000 shares of the Registrant's Common
Stock to be issued pursuant to options granted under the Plan.
(3) These amounts have been estimated solely for the purpose of calculating
the registration fee. Pursuant to Rule 457(c) and (h) under the Securities Act
of 1933, as amended, these amounts have been computed on the basis of the
average of the bid and ask prices of the Registrant's Common Stock as traded on
the American Stock Exchange on February 24, 2000.
(4) The registration fee equals 0.000264 multiplied by $1,518,750, which is
$15.1875, the average of the bid and asked prices of the Registrant's Common
Stock on February 24, 2000 multiplied by 100,000, a good faith estimate of the
aggregate number of additional shares of Registrant's Common Stock of the
Registrant to be issued under options to be granted pursuant to the Plan
described in this Post-Effective Amendment No. 1.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
As required by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), the document(s) containing the information described in Part
I of Form S-8 have been (or will be) sent or given to participants in The
Eastern Company 1997 Directors Stock Option Plan (which Plan is listed on the
cover of this Post-Effective Amendment No. 1 to the Form S-8 Registration
Statement filed by The Eastern Company (the "Registrant") on January 30, 1998
(the "Registration Statement")). Such documents are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into this Post-Effective Amendment No. 1 pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of Item 3 of Part II of the Registration Statement are
incorporated herein by reference in their entirety.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The contents of Item 5 of Part II of the Registration Statement are incorporated
herein by reference in their entirety.
The validity of the issuance of the 100,000 additional shares of the
Registrant's Common Stock offered hereby will be passed upon for the Registrant
by Reid and Riege, P.C., Hartford, Connecticut.
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Item 6. Indemnification of Directors and Officers.
The contents of Item 6 of Part II of the Registration Statement are incorporated
herein by reference in their entirety.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The contents of Item 8 of Part II of the Registration Statement are incorporated
herein by reference in their entirety.
The following additional exhibits are filed as part of this Post-Effective
Amendment No. 1 to the Registration Statement:
4(a)(1) Amendment No. 1 to the Plan dated April 28, 1999.
4(a)(2) Amendment No. 2 to the Plan dated December 15, 1999.
5(a) Opinion of Reid and Riege, P.C. as to the legality of the additional
securities being registered.
23(c) Consent of Reid and Riege, P.C. (Reference is made to the Opinion of
Reid and Riege, P.C. filed as Exhibit 5(a).)
24 Power of Attorney (included in the signature page to the
Registration Statement).
Item 9. Undertakings.
The contents of Item 9 of Part II of the Registration Statement are incorporated
herein by reference in their entirety.
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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 this Post-Effective Amendment No. 1 to the
Registration Statement and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Naugatuck, State of Connecticut, on
the 2nd day of March, 2000.
THE EASTERN COMPANY
By /s/ Leonard F. Leganza
Leonard F. Leganza
(President and Chief
Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
President and
/s/ Leonard F. Leganza Director (Chief March 2, 2000
Leonard F. Leganza Executive Officer)
* Director
John W. Everets
* Director
Charles W. Henry
* Director
David C. Robinson
* Director
Donald S. Tuttle, III
Vice President and
/s/ John Sullivan Treasurer March 2, 2000
John Sullivan
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*By: /s/ Leonard F. Leganza
Attorney-in-Fact under
Powers of Attorney
incorporated by reference from
the Registration Statement.
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
person who administers the Plan has duly caused this Post-Effective Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Naugatuck and State of
Connecticut on the 2nd day of March, 2000.
THE EASTERN COMPANY 1997 DIRECTORS
STOCK OPTION PLAN
By THE EASTERN COMPANY
By /s/ Leonard F. Leganza
Leonard F. Leganza
Its President and Chief
Executive Officer
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Exhibit 4(a)(1)
AMENDMENT NO. 1 TO
THE EASTERN COMPANY 1997 DIRECTORS STOCK OPTION PLAN
The Eastern Company 1997 Directors Stock Option Plan (the "Plan") is hereby
amended as follows, effective as of the date of adoption of this Amendment No.
1:
(1) Section 2(h) of the Plan is amended to read as follows:
(h) Non-employee Director shall mean a director of The Eastern Company who is
not an employee of the Company, and an emeritus director of The Eastern Company
who is not an employee of the Company.
(2) All section numbers and cross references thereto are appropriately amended
to effectuate the intention of the foregoing amendment.
Dated at Naugatuck, Connecticut this 28th day of April, 1999.
ATTEST: THE EASTERN COMPANY
/s/Donald E. Whitmore, Jr. By /s/Leonard F. Leganza
Donald E. Whitmore, Jr. Leonard F. Leganza
Its Secretary Its President
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Exhibit 4(a)(2)
AMENDMENT NO. 2 TO
THE EASTERN COMPANY 1997 DIRECTORS STOCK OPTION PLAN
The Eastern Company 1997 Directors Stock Option Plan (the "Plan") is hereby
amended as follows, effective as of December 15, 1999:
(1) Section 5 of the Plan is amended to read as follows:
5. Shares Subject to the Plan. The shares subject to the Awards granted under
this Plan shall be authorized but unissued shares, or treasury shares, of
Eastern Common Stock. The total amount of Eastern Common Stock which may be
issued under Awards granted under this Plan shall not exceed in the aggregate
325,000 shares. Moreover, in no event may Non-qualified Stock Options authorize
the issuance of more than five percent (5%) of the outstanding shares of Eastern
Common Stock in any one year.
If an Award lapses, expires, terminates, ceases to be exercisable or is
forfeited in whole or in part, or if any stock acquired pursuant to any Award is
reacquired by the Company without the payment of consideration, the shares
subject to but not issued under such Award or so reacquired shall be available
for the grant of other Awards.
(2) All section numbers and cross references thereto are appropriately amended
to effectuate the intention of the foregoing amendment.
Dated at Naugatuck, Connecticut this 15th day of December, 1999.
ATTEST: THE EASTERN COMPANY
/s/ Amanda Gordon By /s/ Leonard F. Leganza
Its Secretary (Asst) Its President
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John V. Galiette
(860) 240-1009
EXHIBIT 5(a)
March 2, 2000
Board of Directors
The Eastern Company
112 Bridge Street
P.O. Box 460
Naugatuck, CT 06770
Re: Issuance of Shares of The Eastern Company Common Stock Pursuant to The
Eastern Company 1997 Directors Stock Option Plan
Dear Sirs:
As counsel for The Eastern Company, a Connecticut corporation (the "Company"),
we have participated with the Company and its officers in the preparation for
filing with the Securities and Exchange Commission ("SEC") of Post-Effective
Amendment No. 1 (the "Post-Effective Amendment") to the Registration Statement
on Form S-8 (the "Registration Statement") covering certain shares of common
stock, no par value per share, of the Company (the "Shares"). The Post-
Effective Amendment authorizes the issuance of an additional 100,000 Shares
pursuant to The Eastern Company 1997 Directors Stock Option Plan (the "Plan")
upon the exercise of certain stock options to be granted under the Plan.
In connection with the filing of the Post-Effective Amendment to the
Registration Statement, we have been asked to give our opinion, in our capacity
as counsel for the Company, as to the legality of the additional 100,000 Shares
being registered, indicating whether the Shares, when acquired by the holders of
options granted under the Plan, will be legally issued, fully paid and non-
assessable.
In rendering this opinion, we have examined and relied upon originals or copies,
certified or otherwise, of all such corporate records, documents, agreements or
other instruments of the Company, and have made such investigation of law, and
have discussed with the officers of the Company such questions of fact, as we
have deemed necessary or appropriate. In rendering this opinion, we have relied
upon certificates and statements of officers and directors of the Company as to
factual matters, and we have assumed the genuineness of all documents submitted
as copies.
Relying on the matters stated above, and based upon and subject to the
foregoing, we are of the opinion that the additional 100,000 Shares, when
acquired by the holders of options granted under the Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 1 to the Company's Registration Statement on Form S-8.
Very truly yours,
REID and RIEGE, P.C.
/s/ John V. Galiette
John V. Galiette
