<PAGE>
As filed with the Securities and Exchange Commission on March 2, 1994
Registration No. _______________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ANDREW CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2092797
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10500 W. 153rd Street
Orland Park, Illinois 60462
(Address of Principal Executive Offices)
1994 ANDREW EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Charles R. Nicholas Copy to:
Vice President, Finance Karen S. Lyons
and Administration Gardner, Carton & Douglas
and Chief Financial Officer 321 North Clark Street
Andrew Corporation Suite 3400
10500 W. 153rd Street Chicago, Illinois 60610
Orland Park, Illinois 60462 (312) 644-3000
(708) 349-3300
(Name, address and telephone number, including area code, of agents for service)
--------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Title of maximum Proposed
securities Amount offering maximum Amount of
to be to be price aggregate registration
registered registered per share offering price fee
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
Common stock, $.01 par
value per share 525,000* $31.58** $16,579,500.00** $5,718.00
</TABLE>
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* Adjusted to give effect to the three-for-two stock split effective March 2,
1994.
** Estimated solely for purposes of calculating the amount of the registration
fee, based upon the average of the high and low prices of the Common Stock as
reported on the NASDAQ National Market System on March 1, 1994, adjusted to
give effect to the three-for-two stock split.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, as filed with the Securities and Exchange
Commission, are incorporated herein by reference:
(i) the Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993;
(ii) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993.
(iii) the Registrant's definitive proxy statement dated December 28, 1993,
for its Annual Meeting of Stockholders;
(iv) the Registrant's Current Report on Form 8-K dated August 4, 1989,
containing a description of the Registrant's Common Stock.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, after the date hereof and prior to
the filing of a post-effective amendment which indicates that all of the
Securities offered hereby have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The Registrant's Common Stock is registered under Section 12 of the Exchange
Act.
ITEM 5. EXPERTS
The consolidated financial statements and financial statement schedules of
the Registrant and its subsidiaries included or incorporated by reference in the
Registrant's Annual Report on Form 10-K for the fiscal year ended September 30,
1993, have been examined by Ernst & Young, independent auditors, and are
incorporated herein by reference in reliance upon their reports given on their
authority as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law and the Registrant's
Restated Certificate of Incorporation provide for the indemnification of
directors and officers of the Registrant against liabilities incurred by them in
certain stated proceedings and under certain stated conditions. The Registrant
has obtained insurance covering its directors and officers against certain
personal liability which may include liabilities under the Securities Act of
1933, as amended.
-2-
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
----------- -----------
4.1 Stockholder Rights Agreement dated September 22, 1988 filed
as Exhibit 1.2 to the Registrant's Form 8-A dated November
14, 1988, and incorporated herein by reference and Amendment
No. 1, dated as of July 1, 1992, to such Rights Agreement
filed as Exhibit 4 to the Registrant's Form 8-K dated July
1, 1992, and incorporated herein by reference.
5 Opinion of counsel regarding legality.
23.1 Consent of Ernst & Young.
23.2 Consent of Gardner, Carton & Douglas (included in Exhibit 5
hereof).
24 Power of Attorney.
ITEM 9. UNDERTAKINGS
A. INDEMNIFICATION
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 provisions referred to 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 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.
B. SUBSEQUENT EXCHANGE ACT DOCUMENTS
The undersigned Registrant hereby undertakes that, 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 that is incorporated by reference in this
-3-
<PAGE>
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. OTHER
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;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs 1(i) and 1(ii) do 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 Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(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.
(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.
-4-
<PAGE>
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, in the City of Orland Park, State of Illinois, on March 2, 1994.
ANDREW CORPORATION
By: /s/ Floyd L. English
-------------------------------------
Floyd L. English
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on March 2, 1994 by the following persons in the
capacities indicated.
Signature Title
--------- -----
/s/ Charles R. Nicholas Vice President, Finance and
- ------------------------------ Administration and Chief Financial
Charles R. Nicholas Officer
/s/ Gregory F. Maruszak Vice President, Controller (Chief
- ------------------------------ Accounting Officer)
Gregory F. Maruszak
* Director
- ------------------------------
John G. Bollinger
* Director
- ------------------------------
Jon L. Boyes
* Director
- ------------------------------
George N. Butzow
* Director
- ------------------------------
Kenneth J. Douglas
/s/ Floyd L. English Director
- ------------------------------
Floyd L. English
* Director
- ------------------------------
Donald N. Frey
* Director
- ------------------------------
Carole M. Howard
* Director
- ------------------------------
Ormand J. Wade
*By: /s/ James F. Petelle
-------------------------
Attorney-in-fact
James F. Petelle
-5-
<PAGE>
Exhibit No. Description
- ----------- -----------
4.1 Stockholder Rights Agreement dated September 22, 1988
filed as Exhibit 1.2 to the Registrant's Form 8-A dated
November 14, 1988, and incorporated herein by reference
and Amendment No. 1, dated as of July 1, 1992, to such
Rights Agreement filed as Exhibit 4 to the Registrant's
Form 8-K dated July 1, 1992, and incorporated herein by
reference.
5 Opinion of counsel regarding legality. 7
23.1 Consent of Ernst & Young. 8
23.2 Consent of Gardner, Carton & Douglas (included in
Exhibit 5 hereof).
24 Power of Attorney. 9
<PAGE>
EXHIBIT 5
GARDNER, CARTON & DOUGLAS
Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60601-4795
(312) 644-3000
Telex: 25-3628
Telecopier: (312) 644-3381
March 1, 1994
Andrew Corporation
10500 West 153rd Street
Orland Park, Illinois 60462
Ladies and Gentlemen:
We have acted as counsel for Andrew Corporation, a Delaware corporation (the
"Company"), in connection with the registration of 525,000 shares of the
Company's Common Stock, par value $.01 per share (the "Shares"), on a
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission. The Shares are issuable in connection with
the 1994 Andrew Employee Stock Purchase Plan (the "Plan"). We have examined
such records and documents as we have deemed necessary for the purpose of this
opinion.
Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued and delivered in accordance with the terms of the
Plan, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Gardner, Carton & Douglas
-----------------------------
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The consolidated financial statements and financial statement schedules of the
Registrant and its subsidiaries included or incorporated by reference in the
Registrant's Annual Report on Form 10-K for the fiscal year ended September 30,
1993, have been audited by Ernst & Young, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young pertaining to such financial statements given upon the
authority of such firm as experts in accounting and auditing.
/s/ Ernst & Young
- -------------------------------
Ernst & Young
March 1, 1994
<PAGE>
EXHIBIT 24
ANDREW CORPORATION
Form S-8 Registration Statement
-------------------
POWER OF ATTORNEY
-------------------
The undersigned appoint Floyd L. English, Charles R. Nicholas, James F.
Petelle and Gregory F. Maruszak and each of them, his attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign his name to the
Company's Registration Statement on Form S-8 relating to shares of the Company's
Common Stock reserved for issuance under the 1994 Andrew Employee Stock Purchase
Plan, and to any and 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 such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in furtherance thereof, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 2nd day of February 1994.
/s/ John G. Bollinger /s/ Floyd L. English
- --------------------------------- ---------------------------------
John G. Bollinger, Director Floyd L. English, Director
/s/ Jon L. Boyes /s/ Donald N. Frey
- --------------------------------- ---------------------------------
Jon L. Boyes, Director Donald N. Frey, Director
/s/ George N. Butzow /s/ Carole M. Howard
- --------------------------------- ---------------------------------
George N. Butzow, Director Carole M. Howard, Director
/s/ Kenneth J. Douglas /s/ Ormand J. Wade
- --------------------------------- ---------------------------------
Kenneth J. Douglas, Director Ormand J. Wade, Director
