SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ANDREW CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3357 36-2092797
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation Classification Code Number) Identification No.)
or organization)
10500 W. 153RD STREET, ORLAND PARK, ILLINOIS 60462 (708) 349-3300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
WITH A COPY TO:
CHARLES R. NICHOLAS DEWEY B. CRAWFORD
EXECUTIVE VICE PRESIDENT; GARDNER, CARTON & DOUGLAS
CHIEF FINANCIAL OFFICER 321 NORTH CLARK STREET,
10500 WEST 153RD STREET SUITE 3300
ORLAND PARK, ILLINOIS 60462 CHICAGO, ILLINOIS 60610
(708) 349-3300 (312) 245-8422
(Name, address, including zip code,
and telephone, including area
code, of agent for service)
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
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. |X|
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
<CAPTION>
Proposed
Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of Securities to be Offering Price Offering Registration
Being Registered Registered Per Unit Price Fee
- ---------------------------------- ---------------- -------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 2,000,000 shares N/A $ (1) $35,862.07 (1)
- ---------------------------------- ---------------- -------- ---------- ------------
<FN>
(1) The fee is calculated pursuant to Rule 457(c) based on the average of the
high and low prices of the securities on September 24, 1996.
</FN>
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
<TABLE>
ANDREW CORPORATION
Cross-Reference Sheet Showing Location in Prospectus of Information Required
by Items of Form S-4.
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION OR CAPTION IN PROSPECTUS
<S> <C>
A. Information about the Transaction
1. Forepart of Registration Statement Facing page of Registration Statement; this
and Outside Front Cover Page cross-reference sheet; Outside Front Cover Page of
of Prospectus........................... Prospectus
2. Inside Front and Outside Back Cover "Documents Incorporated by Reference;"
Pages of Prospectus..................... "Available Information"
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other
Information............................. *
4. Terms of the Transaction................ *
5. Pro Forma Financial Information......... *
6. Material Contacts With the Company *
Being Acquired..........................
7. Additional Information Required for
Reoffering by Persons and Parties
Deemed To Be Underwriters............... *
8. Interests of Named Experts and Counsel
"Legal Matters;" "Experts"
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................. *
B. Information about the Registrant
10. Information With Respect to S-3 "Information Concerning Andrew"
Registrants.............................
11. Incorporation of Certain Information by
Reference............................... "Documents Incorporated by Reference"
12. Information With Respect to S-2 or
S-3 Registrants......................... *
13. Incorporation of Certain Information by
Reference............................... *
14. Information With Respect to
Registrants Other Than S-2 or S-3
Registrants............................. *
C. Information about the Company Being
Acquired
15. Information with Respect to S-3
Companies............................... *
16. Information With Respect to S-2 or S-3
Companies............................... *
17. Information With Respect to Companies
Other Than S-2 or S-3 Companies.........
*
D. Voting and Management Information
18. Information if Proxies, Consents or
Authorizations Are To Be
Solicited............................... *
19. Information if Proxies, Consents or
Authorizations Are Not To Be Solicited
or in an Exchange
Offer................................... *
<FN>
*Information in response to this Item is omitted from the Prospectus as the Item
is inapplicable or the answer thereto is in the negative.
</FN>
</TABLE>
<PAGE>
ANDREW CORPORATION
10500 WEST 153RD STREET
ORLAND PARK, ILLINOIS 60462
(708) 349-3300
2,000,000 SHARES
COMMON STOCK, $.01 PAR VALUE
---------------------------
PROSPECTUS
---------------------------
Andrew Corporation, a Delaware corporation ("Andrew" or the "Company"),
has registered 2,000,000 shares of its Common Stock, $.01 par value (the "Common
Stock"), which will from time to time be offered by this Prospectus in
connection with acquisitions by the Company of various businesses or properties,
or interests therein. The shares of Common Stock may be issued in exchange for
the shares of capital stock (by merger or otherwise), partnership interests or
other assets representing an interest, direct or indirect, in other companies or
other entities, in exchange for assets used in or related to the business of
such entities or otherwise pursuant to the agreements providing for such
acquisitions. The terms of such acquisitions and of the issuance of the shares
of Common Stock generally will be determined by direct negotiations with the
owners of the business or assets to be acquired or, in the case of entities
which are more widely held, through exchange offers to stockholders or documents
soliciting the approval of statutory mergers, consolidations or sales of assets.
Underwriting discounts or commissions generally will not be paid by Andrew.
This Prospectus, as amended or supplemented, if appropriate, has also
been prepared for use by the persons who have received or will receive shares
issued by Andrew in acquisitions, including shares sold hereunder, and who wish
to offer and sell such shares, on terms then obtainable, in transactions in
which they may be deemed underwriters within the meaning of the Securities Act
of 1933, as amended.
The shares of Common Stock have been, or will be prior to their
issuance, listed on the Nasdaq National Market ("Nasdaq") subject to official
notice of issuance. The Andrew Common Stock is traded on Nasdaq under the
symbol "ANDW." On September 24, 1996, the closing price of Andrew Common Stock
on Nasdaq was $51.75.
----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------------
The date of this Prospectus is September 26, 1996.
<PAGE>
AVAILABLE INFORMATION
Andrew is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission (Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549) and at the following regional offices: New York
Regional Office, Seven World Trade Center, 13th Floor, New York, New York 10048;
and Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained at
prescribed rates from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. Reports, proxy statements and other information regarding
Andrew can also be inspected at the offices of The Nasdaq Stock Market, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.
Andrew has filed with the Commission a Registration Statement (the
"Registration Statement" which term shall include any amendments thereto)
on Form S-4 under the Securities Act of 1933, as amended (the "Securities Act"),
covering the shares of Andrew's Common Stock referred to herein. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by Andrew with the Commission
(File No. 0-9514) pursuant to the Exchange Act are incorporated by reference
in this Prospectus and made a part hereof:
(i) Annual Report on Form 10-K for the fiscal year ended September 30, 1995;
(ii) Notice of Annual Meeting of Stockholders and Proxy Statement dated
December 29, 1995;
(iii) Quarterly Reports on Form 10-Q for the quarters ended December 31,
1995, March 31, 1996 and June 30, 1996;
(iv) Current Report on Form 8-K, dated May 10, 1996; and
(v) Current Report on Form 8-K, dated September 20, 1996.
In lieu of incorporating by reference the description of Andrew capital stock,
such description is included in this Prospectus under the caption
"Description of Andrew Capital Stock."
<PAGE>
All documents subsequently filed by Andrew pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the shares of Common Stock shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from their respective dates of filing. Any statement contained herein or
in any document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference in this Prospectus 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 Prospectus. All information
appearing in this Prospectus is qualified in its entirety by the information
and financial statements (including the notes thereto) appearing in the
documents incorporated herein by reference.
AS DESCRIBED ABOVE, THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN
EXHIBITS THERETO, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE INTO THE INFORMATION THAT THIS PROSPECTUS INCORPORATES) ARE AVAILABLE
WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN
DELIVERED UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON. REQUESTS SHOULD BE
DIRECTED TO MR. JAMES F. PETELLE, SECRETARY, ANDREW CORPORATION, 10500 WEST
153RD STREET, ORLAND PARK, ILLINOIS 60462; TELEPHONE (708) 349-3300. TO ENSURE
TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE AT LEAST FIVE
BUSINESS DAYS PRIOR TO THE DATE ON WHICH A FINAL INVESTMENT DECISION IS TO BE
MADE.
<PAGE>
This Prospectus, including the documents incorporated by reference, should be
read carefully in their entirety.
INFORMATION CONCERNING ANDREW
Andrew is an international supplier of communications systems equipment
and services. Important markets are wireless communications, including
cellular, personal communication systems, land mobile radio and common carrier,
along with broadcast, corporate and government institutions. Customers,
products and applications are found worldwide, with 43% of sales in 1995 outside
of the United States.
Andrew's executive offices are located at 10500 West 153rd Street,
Orland Park, Illinois 60462, which is approximately 25 miles southwest of
Chicago's loop, and its telephone number is (708)349-3300.
DESCRIPTION OF CAPITAL STOCK
Andrew has 100,000,000 authorized shares of Common Stock, $0.01 par
value per share (the "Common Stock"), of which 60,336,755 shares were issued
and outstanding on September 25,1996. The following summary description of the
Common Stock is qualified in its entirety by reference to the Certificate of
Incorporation and Bylaws of the Company and by the provisions of applicable law.
General. Each stockholder is entitled to one vote for each share of
Common Stock held on all matters submitted to a vote of stockholders. Andrew's
Board of Directors is not classified and Andrew's Certificate of Incorporation
does not provide for cumulative voting for the election of directors. The
Common Stock is not entitled to preemptive rights and is not subject to
conversion or redemption. Holders of outstanding shares of Common Stock are
entitled to receive dividends out of assets legally available therefor at such
times and in such amounts as the Board of Directors may declare. It is the
present policy of Andrew's Board of Directors to retain earnings in the business
to finance Andrew's operations and investments, and Andrew does not anticipate
payment of cash dividends in the foreseeable future. Upon liquidation,
dissolution or winding up of the Company, the holders of Common Stock will be
entitled to receive pro rata the assets of Andrew which are legally available
for distribution after payment of all debts and other liabilities. Each
outstanding share of Common Stock is, and all shares of Common Stock to be
outstanding upon completion of this offering will be, fully paid and
nonassessable.
Rights Plan. In 1988, Andrew adopted a rights plan, pursuant to which
holders of Andrew Common Stock receive one common stock purchase right ("Right")
for each outstanding share of Andrew Common Stock, with each Right entitling
its holder to purchase one share of Andrew Common Stock at an exercise price
that is currently $7.41 per share, subject to certain adjustments. The Rights
become exercisable if any person or entity acquires 27% or more of the
outstanding Andrew Common Stock, or commences a tender or exchange offer that
would cause the offeror to own 27% or more of the outstanding Andrew Common
Stock. Under certain circumstances involving an attempted takeover of Andrew,
holders of Rights would be entitled to purchase shares of Andrew Common Stock
or common stock of the acquiring person or entity having a value equal to two
times the exercise price of the Right. The Rights are redeemable by Andrew at a
price of $.01 per Right.
The Rights Plan may discriminate against a prospective holder of Andrew
Common Stock as a result of such holder owning a substantial amount of shares
and may have the effect of delaying, deferring or preventing a future takeover
or change in control of Andrew unless such takeover or change in control is
approved by the Board of Directors.
<PAGE>
Certain Business Combinations. The Delaware General Corporation Law
("DGCL") contains a "business combination" section applicable to certain
Delaware corporations such as Andrew that have a class of voting stock that is
(i) listed on a national securities exchange, (ii) authorized for quotation on
The NASDAQ Stock Market, or (iii) held of record by more than 2,000
stockholders. According to the DGCL, a corporation cannot engage in a "business
combination" with any "interested stockholder" for a period of three years after
the time such person became an "interested stockholder," unless (i) the
transaction is approved by the corporation's board of directors prior to the
time the "interested stockholder" obtained such status, (ii) upon consummation
of the transaction which resulted in the stockholder becoming an "interested
stockholder," the "interested stockholder" owned at least 85% of the
corporation's voting stock outstanding at the time the transaction commenced,
excluding shares owned by persons who are directors and also officers and shares
owned by certain employee stock plans, or (iii) at or subsequent to such time,
the "business combination" is approved by the corporation's board of directors
and authorized by the affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the "interested stockholder." A "business
combination" includes mergers, consolidations, asset sales of a certain value
and other transactions resulting in financial benefit to a stockholder. An
"interested stockholder" is defined as a person who owns 15% or more of a
corporation's outstanding voting stock, or who is an affiliate or associate of
the corporation and was the owner of 15% or more of the outstanding voting stock
of the corporation at any time within the three-year period prior to the date
of determination, and the affiliates and associates of such person. The DGCL
allows Delaware corporations to elect not to be governed by these provisions.
Andrew, however, has not so elected, and is subject to the business combination
section of the DGCL.
Certain Provisions of Andrew's Certificate of Incorporation and
By-laws. Andrew's Certificate of Incorporation and By-laws require that Andrew
be given advance notice and certain information as to any stockholder proposal
to be brought before a meeting, including the nomination of a person to be a
director of Andrew. Special stockholder meetings may only be called pursuant
to a resolution adopted by a majority of Andrew's Board of Directors. Under
Andrew's Certificate of Incorporation, action to be taken by the stockholders
of the Company may only be effected at an annual or special meeting and no
action may be taken by written consent of the stockholders. Each of these
requirements may discourage or defer a potential acquiror from conducting a
solicitation of proxies to elect its own slate of directors or otherwise
attempting to obtain control of the Company.
The Transfer Agent and Registrar for the Company's Common Stock is
Harris Trust & Savings Bank, Chicago, Illinois.
<PAGE>
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock which may be offered
and issued by the Company from time to time in connection with the acquisition
of other businesses or properties, or interests therein. Other than the
businesses or properties acquired, there will be no proceeds to the Company from
the offering. When this Prospectus is used in a public reoffering or resale of
the shares of Common Stock acquired pursuant to this Prospectus, the selling
stockholders will receive the proceeds derived from such resale and not the
Company.
LEGAL MATTERS
The validity of the shares of Andrew Common Stock to be issued will be
passed upon for Andrew by Gardner, Carton & Douglas, Chicago, Illinois. The
firm and those attorneys participating in the preparation of this
Prospectus own 24,600 shares of Andrew Common Stock.
EXPERTS
The consolidated financial statements and related schedule of Andrew
incorporated by reference in this Prospectus have been audited by Ernst & Young
LLP, independent auditors, to the extent indicated in their reports incorporated
by reference herein. Such consolidated financial statements and related schedule
have been incorporated herein by reference in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED HEREIN AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY ANDREW CORPORATION. NEITHER THE DELIVERY HEREOF NOR ANY
DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH OR
INCORPORATED HEREIN SINCE THE DATE HEREOF OR SINCE THE DATE OF ANY DOCUMENT
INCORPORATED HEREIN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO
WHOM, IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
TABLE OF CONTENTS
AVAILABLE INFORMATION.........................................................2
DOCUMENTS INCORPORATED BY REFERENCE...........................................2
INFORMATION CONCERNING ANDREW.................................................4
DESCRIPTION OF CAPITAL STOCK..................................................4
USE OF PROCEEDS...............................................................6
LEGAL MATTERS.................................................................6
EXPERTS.......................................................................6
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Andrew is incorporated under the laws of the State of Delaware.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation may limit or eliminate a director's
personal liability for monetary damages to the corporation or its stockholders
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to such corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for paying a
dividend or approving a stock repurchase in violation of Section 174 of the
DGCL, or (iv) for any transaction from which the director derived an improper
personal benefit. The Andrew Certificate of Incorporation (the "Certificate")
limits director liability to such an extent.
Section 145 of the DGCL ("Section 145") provides that a Delaware
corporation may indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation), by reason of the fact that such person
was an officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal. A Delaware corporation may indemnify
any persons who are, or are threatened to be made, a party to any threatened,
pending or completed action or suit by or in the right of the corporation by
reason of the fact that such person was a director, officer, employee or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests, except that no indemnification is permitted without judicial approval
if the officer or director is adjudged to be liable to the corporation. Where
an officer or director is successful on the merits or otherwise in the defense
of any action referred to above, the corporation must indemnify him against the
expenses which such officer or director has actually and reasonably incurred.
<PAGE>
Andrew's Certificate provides that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
fact that he is or was a director or officer of Andrew (or was serving at the
request of Andrew as a director, officer, employee or agent for another entity)
while serving in such capacity shall be indemnified and held harmless by Andrew,
to the full extent authorized by Section 145, as in effect (or, to the extent
indemnification is broadened, as it may be amended) against all expense,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts to be paid in settlement) reasonably incurred by
such person in connection therewith. The Certificate further provides that the
foregoing rights shall be contract rights and shall include the right to be paid
by Andrew the expenses incurred in defending the proceedings specified above
in advance of their final disposition, provided that if Delaware law so
requires, such payment shall only be made upon delivery to Andrew by the
director or officer of an undertaking to repay all amounts so advanced if it
shall ultimately be determined that the person receiving such payments is not
entitled to be indemnified under the Certificate or otherwise. Further, Andrew
may, by action of its Board of Directors, provide indemnification to its
employees and agents with the same scope and effect as the foregoing
indemnification of directors and officers.
Persons indemnified under Andrew's Certificate may also bring suit
against Andrew to recover unpaid amounts claimed thereunder, and if successful,
the expense of bringing such suit shall be reimbursed by Andrew. While it is a
defense to such a suit that the person claiming indemnification has not met the
applicable standards of conduct making indemnification permissible under
Delaware law, the burden of proving the defense shall be on Andrew and neither
the failure of Andrew's Board of Directors, stockholders or independent legal
counsel to have made a determination that indemnification is proper, nor an
actual determination that the claimant has not met the applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
Andrew's Certificate provides that the right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition is not exclusive of any other right which any person may have or
acquire under any statute, provision of Andrew's Certificate or By-laws, or
otherwise. Finally, Andrew's Certificate provides that Andrew may maintain
insurance, at its expense, to protect itself and any of its directors, officers,
employees or agents against any expense, liability or loss, whether or not
Andrew would have the power to indemnify such person against such expense,
liability or loss under Delaware law.
<PAGE>
<TABLE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT INDEX
<S> <C> <C>
3(a) Certificate of Incorporation Filed as Exhibit 3.1(i) to Form 10-K for fiscal
year ended September 30, 1994 and
incorporated herein by reference.
3(a) (b) Bylaws Filed as Exhibit 3.1(ii) to Form 10-K for
fiscal year ended September 30, 1994 and
incorporated herein by reference.
4(a) Note Agreement dated September 1, 1990 Filed as Exhibit 4(a) to Form 10-K for fiscal
year ended September 30, 1990 and
incorporated herein by reference.
4(a)a First Amendment to Note Agreement dated Filed as Exhibit 4(a)a to Form 10-K for fiscal
September 1, 1990 year ended September 30, 1992 and
incorporated herein by reference.
4(b) Stockholder Rights Agreement dated Filed as Exhibit 4(b) to Form 10-K for fiscal
September 22, 1988 year ended September 30, 1993 and
incorporated herein by reference.
5 Opinion of Gardner, Carton & Douglas
10(a) Executive Severance Benefit Plan Filed as Exhibit 10(a) to Form 10-Q for fiscal
(i) Agreement with Floyd L. English quarter ended June 30, 1996 and incorporated
(ii) Agreement with Charles R. Nicholas herein by reference.
10(a)a Executive Severance Benefit Plan Filed as Exhibit 10(a)a to Form 10-K for
(i) Agreement with Thomas E. Charlton fiscal year ended September 30, 1993 and
(ii) Agreement with John B. Scott incorporated herein by reference.
10(a)b(i) Executive Severance Benefit Plan Filed as Exhibit 10(a)b(i) to Form 10-Q for
Agreement with William R. Currer fiscal quarter ended June 30, 1996 and
incorporated herein by reference.
10(b) Management Incentive Plan dated February Filed as Exhibit 10(c) to Form 10-K for fiscal
4, 1988 year ended September 30, 1993 and
incorporated herein by reference.
10(c) Non-employee Directors' Stock Option Filed as Exhibit 10(d) to Form 10-K for fiscal
Plan dated February 4, 1988 year ended September 30, 1993 and
incorporated herein by reference.
10(d) Credit Agreement dated June 16, 1993 Filed as Exhibit 10(e) to Form 10-K for fiscal
year ended September 30, 1993 and
incorporated herein by reference.
10(d)a First Amendment to Credit Agreement Filed as Exhibit 10(d)a to Form 10-K for
dated June 16, 1993 fiscal year ended September 30, 1995 and
incorporated herein by reference.
10(d)b Second Amendment to Credit Agreement Filed as Exhibit 10(d)b to Form 10-K for
dated June 16, 1993 fiscal year ended September 30, 1995 and
incorporated herein by reference.
10(d)c Third Amendment to Credit Agreement Filed as Exhibit 10(d)c to Form 10-Q for
dated June 16, 1993 fiscal quarter ended June 30, 1996 and
incorporated herein by reference.
10(d)d Guaranty dated as of April 11, 1996 Filed as Exhibit 10(d)d to Form 10-Q for
fiscal quarter ended June 30, 1996 and
incorporated herein by reference.
10(d)e Replacement Note dated as of April 8, 1996 Filed as Exhibit 10(d)e to Form 10-Q for
fiscal quarter ended June 30, 1996 and
incorporated herein by reference.
10(e) 1994 Employee Stock Purchase Plan Filed with Proxy statement in connection with
Annual Meeting held February 2, 1994 and
incorporated herein by reference.
11 Computation of Earnings per Share Filed as Exhibit 11 to Form 10-Q for fiscal
quarter ended June 30, 1996 and incorporated
herein by reference.
21 Subsidiaries Filed as Exhibit 21 to Form 10-K for fiscal
year ended September 30, 1995 and
incorporated herein by reference.
23(a) Consent of Ernst & Young LLP
23(b) Consent of Gardner, Carton & Douglas
(included in Exhibit 5)
24 Powers of Attorney Included in the signature pages.
27 Financial Data Schedule Filed as Exhibit 27 to Form 10-Q for fiscal
quarter ended June 30, 1996 and incorporated
herein by reference.
</TABLE>
<PAGE>
ITEM 22. 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 (the "Act");
(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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Act, each 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.
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
(g) The undersigned registrant hereby undertakes as follows:
(1) that prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is part of this
registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items of
the applicable form.
(2) The registrant undertakes that every prospectus (i)
that is filed pursuant to the paragraph immediately preceding, or (ii) that
purports to meet the requirements of section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the 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.
(h) Insofar as indemnification for liabilities arising under the Act 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 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.
The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in the
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Orland Park
and State of Illinois on the 26th day of September, 1996.
ANDREW CORPORATION
(Registrant)
/s/ F. L. English
Floyd L. English
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Floyd L. English,
Charles R. Nicholas and James F. Petelle and each of them severally, his true
and lawful attorneys-in-fact with full power of substitution and resubstitution,
to execute in the name of such person, in any and all capacities, all amendments
(including post-effective amendments) 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 said
attorneys-in-fact full power and authority to take all actions necessary or
advisable to enable the Registration Statement to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, and ratifying all that
said attorneys-in-fact, or any substitute, may lawfully do or cause to be done
by virtue of this power.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 26th day of September, 1996.
Signature Title
/s/ F. L. English Chairman, President and Chief Executive Officer
Floyd L. English and a Director
/s/ C. R. Nicholas Executive Vice President
Charles R. Nicholas and Chief Financial Officer
/s/ G. F. Maruszak Vice President and Controller
Gregory F. Maruszak
/s/ John G. Bollinger Director
John G. Bollinger
/s/ Jon L. Boyes Director
Jon L. Boyes
/s/ George N. Butzow Director
George N. Butzow
/s/ Kenneth J. Douglas Director
Kenneth J. Douglas
/s/ J.D. Fluno Director
Jere D. Fluno
/s/ Carole M. Howard Director
Carole M. Howard
/s/ O.J. Wade Director
Ormand J. Wade
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit
No. Description of Document
- -------- --------------------------------- ------------------------------------------
<C> <C> <C>
3(a) Certificate of Incorporation Filed as Exhibit 3.1(i) to Form 10-K for
fiscal year ended September 30, 1994 and
incorporated herein by reference.
3(a) (b) Bylaws Filed as Exhibit 3.1(ii) to Form 10-K for
fiscal year ended September 30, 1994 and
incorporated herein by reference.
4(a) Note Agreement dated September 1, Filed as Exhibit 4(a) to Form 10-K for fiscal
1990 year ended September 30, 1995 and
incorporated herein by reference.
4(a)a First Amendment to Note Agreement Filed as Exhibit 4(a)a to Form 10-K for
dated September 1, 1990 fiscal year ended September 30, 1992 and
incorporated herein by reference.
4(b) Stockholder Rights Agreement dated Filed as Exhibit 4(b) to Form 10-K for fiscal
September 22, 1988 year ended September 30, 1993 and
incorporated herein by reference.
5 Opinion of Gardner, Carton & Douglas 1
10(a) Executive Severance Benefit Plan Filed as Exhibit 10(a) to Form 10-Q for
(i) Agreement with Floyd L. English fiscal quarter ended June 30, 1996 and
(ii) Agreement with Charles R. Nicholas incorporated herein by reference.
10(a)a Executive Severance Benefit Plan Filed as Exhibit 10(a)a to Form 10-K for
(i) Agreement with Thomas E. Charlton fiscal year ended September 30, 1993 and
(ii) Agreement with John B. Scott incorporated herein by reference.
10(a)b(i) Executive Severance Benefit Plan Filed as Exhibit 10(a)b(i) to Form 10-Q for
Agreement with William R. Currer fiscal quarter ended June 30, 1996 and
incorporated herein by reference.
10(b) Management Incentive Plan dated Filed as Exhibit 10(c) to Form 10-K for
February 4, 1988 fiscal year ended September 30, 1993 and
incorporated herein by reference.
10(c) Non-employee Directors' Stock Option Filed as Exhibit 10(d) to Form 10-K for
Plan dated February 4, 1988 fiscal year ended September 30, 1993 and
incorporated herein by reference.
10(d) Credit Agreement dated June 16, 1993 Filed as Exhibit 10(e) to Form 10-K for
fiscal year ended September 30, 1993 and
incorporated herein by reference.
10(d)a First Amendment to Credit Agreement Filed as Exhibit 10(d)a to Form 10-K for
dated June 16, 1993 fiscal year ended September 30, 1995 and
incorporated herein by reference.
10(d)b Second Amendment to Credit Filed as Exhibit 10(d)b to Form 10-K for
Agreement dated June 16, 1993 fiscal year ended September 30, 1995 and
incorporated herein by reference.
10(d)c Third Amendment to Credit Agreement Filed as Exhibit 10(d)c to Form 10-Q for
dated June 16, 1993 fiscal quarter ended June 30, 1996 and
incorporated herein by reference.
10(d)d Guaranty dated as of April 11, 1996 Filed as Exhibit 10(d)d to Form 10-Q for
fiscal quarter ended June 30, 1996 and
incorporated herein by reference.
10(d)e Replacement Note dated as of April 8, Filed as Exhibit 10(d)e to Form 10-Q for
1996 fiscal quarter ended June 30, 1996 and
incorporated herein by reference.
10(e) 1994 Employee Stock Purchase Plan Filed with Proxy statement in connection
with Annual Meeting held February 2, 1994
and incorporated herein by reference.
11 Computation of Earnings per Share Filed as Exhibit 11 to Form 10-K for fiscal year
ended September 30, 1995 and incorporated herein
by reference.
21 Subsidiaries Filed as Exhibit 21 to Form 10-K for fiscal year
ended September 30, 1995 and incorporated herein
by reference.
23(a) Consent of Ernst & Young, LLP 2
23(b) Consent of Gardner, Carton & Douglas
(included in Exhibit 5)
24 Powers of Attorney Included in the signature page.
27 Financial Data Schedule Filed as Exhibit 27 to Form 10-Q for fiscal quarter
ended June 30, 1996 and incorporated herein by
reference.
</TABLE>
EXHIBIT 5
September 26, 1996
Andrew Corporation
10500 West 153rd Street
Orland Park, Illinois 60462
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
As counsel to Andrew Corporation, a Delaware corporation (the
"Company"), we have participated in the legal proceedings and matters relating
to the Company's common stock, par value $0.01 per share (the "Shares"),
being registered pursuant to the Registration Statement on Form S-4 to which
this opinion is an Exhibit.
In our opinion, the Shares have been duly authorized and when properly
issued, will be validly issued, fully paid and nonassessable.
We consent to the use of our name and our opinion in the
Registration Statement.
Very truly yours,
/s/ Gardner, Carton & Douglas
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-4 No. 333-00000) and related Prospectus of
Andrew Corporation for the registration of 2,000,000 shares of its common stock
and to the incorporation by reference therein of our report dated
November 3, 1995, with respect to the consolidated financial statements of
Andrew Corporation incorporated by reference in its Annual Report on Form 10-K
for the year ended September 30, 1995 and our report dated November 3, 1995
(except for Subsequent Events footnote, as to which the date is August 28, 1996)
with respect to the supplemental consolidated financial statements of
Andrew Corporation included in its Current Report on Form 8-K dated September
20, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young, LLP
Chicago, Illinois
September 25, 1996
