As filed with the Securities and Exchange Commission on July 27, 1994
SEC File No. 1-5075
Registration No.
__________________________________________________________________________
__________________________________________________________________________
S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
F O R M S - 8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EG&G, INC.
(Exact name of issuer as specified in its charter)
MASSACHUSETTS 04-2052042
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS 02181
(Address of Principal Executive Offices) (zip code)
EG&G, INC. 1992 STOCK OPTION PLAN
(Full Title of the plan)
MURRAY GROSS, ESQ., GENERAL COUNSEL, EG&G, INC.
45 William Street, Wellesley, Massachusetts 02181
(617) 237-5100
(Name, address and telephone number of agent for service)
____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount (2) Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee
<S> <C> <C> <C> <C>
Common Stock 847,542 $15.1875 $12,872,044 $4,438.28
$1 par value shares
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
This estimated fee is based on the average of the high ($15.25) and low
($15.125) prices paid for a share of EG&G, Inc. Common Stock on July 22,
1994, as reported on the New York Stock Exchange Composite Transactions
Tape.
(2) The prospectus covering securities registered under this Registration
Statement relates also to Registration Statements Nos. 2-61241, 2-98168,
33-36082, 33-49898, and 35-57606 and is intended to be the common
prospectus referred to in Rule 429 under the Securities Act of 1933 for
such Registration Statements.
</TABLE>
This Document contains 14 pages. <PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which are on file with the Securities
and Exchange Commission, are incorporated in this Registration
Statement by reference:
a. EG&G, Inc.'s ("EG&G", the "Company" or the "Registrant")
latest annual report filed pursuant to Section 13 (a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act,
that contains audited financial statements for the Company's latest
fiscal year for which such statements have been filed, or the
Company's effective registration statement on Form 10 and 10-SB,
20-F, or 40-F filed under the Exchange Act containing audited
financial statements for the Company's latest fiscal year.
b. All other reports filed by the Company pursuant to Section
13 (a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the documents referred to in (a) above.
c. The Company's definitive proxy statement or information
statement, if any, filed pursuant to Section 14 of the Exchange Act
in connection with the latest annual meeting of its stockholders, and
any definitive proxy or information statements so filed in connection
with any subsequent special meetings of its stockholders.
d. The description of the Company's Common Stock is contained
in Form 10, dated April 29, 1965, as amended by Form 8, dated June 5,
1990, and including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Exhibit Index - P. 5
S-8 Page 2 of 14
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Accountants - The financial statements incorporated in this
Registration Statement by reference to the EG&G Annual Report to
Stockholders on Form 10-K for the year ended January 2, 1994, have
been so incorporated in reliance on the report of Arthur Andersen &
Co., independent accountants, given on the authority of said firm as
experts in auditing and accounting.
Legal Opinion - The validity of the shares of Common Stock to be
offered hereunder has been passed upon for EG&G by Murray Gross, Vice
President, General Counsel and Clerk of the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 67, Chapter 156B of the General Laws of the Commonwealth
of Massachusetts, as amended, (the "Massachusetts Business
Corporation Law") and Article V, Section 9 of EG&G's By-Laws filed on
April 9, 1991 as an amendment to the Company's Annual Report on Form
10-K for the fiscal year ending December 30, 1990, under the Exchange
Act, to which reference is hereby made, contain provisions
authorizing indemnification by EG&G of directors, officers, employees
or agents against certain liabilities and expenses which they may
incur as directors, officers, employees or agents of EG&G or of
certain other entities. Section 67, Chapter 156B of the
Massachusetts Business Corporation Law provides that the
indemnification of directors, officers, employees, and other agents
of a corporation and persons who serve at the corporation's request
as directors, officers, employees, and other agents of another
organization may be provided to whatever extent as shall be specified
by (i) the articles of organization of the corporation or (ii) a
by-law adopted by the stockholders or (iii) a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the
election of directors. Unless otherwise provided in the articles of
organization or the by-laws, the indemnification of any persons
described above who are not directors of the corporation may be
provided by the corporation to the extent authorized by the
directors. Any indemnification may include payment by the
corporation of expenses incurred in defending a civil or criminal
action or proceeding prior to the final disposition of such action or
proceeding, upon receipt of an undertaking by the indemnified to
repay such payment if he shall be adjudicated to be not entitled to
indemnification under Section 67 of the Massachusetts Business
Corporation Law. Any indemnification may be provided although the
person to be indemnified is no longer an officer, director, employee
or agent of the corporation or of any such organization.
Indemnification may not be provided for any person with respect to
any matter as to which that person shall have been determined to not
have acted in good faith in the reasonable belief that his action was
in the best interest of the corporation.
Exhibit Index - P. 5
S-8 Page 3 of 14
<PAGE>
Section 65 of the Massachusetts Business Corporation Law
provides a limitation on the imposition of liability under other
sections of the Massachusetts Business Corporation Law. Under this
Section, a director, officer or incorporator of a corporation is to
perform his duties in good faith and in a manner he reasonably
believes to be in the best interest of the corporation and with such
care as an ordinarily prudent person in a like position would use
under similar circumstances. Such director, officer or incorporator
is entitled to rely on information, opinions, reports or records,
including financial statements, books of accounts and other financial
records which are prepared by or presented by (1) one or more
officers or employees of the corporation whom the director, officer
or incorporator reasonably believes to be reliable and competent in
the matters presented, or (2) counsel, public accountants or other
persons as to matters which the director, officer or incorporator
reasonably believes to be within such a person's professional expert
competence, or (3) in the case of a director, a duly constituted
committee of the board upon which he does not serve, as to matters
within its delegated authority, which committee the director
reasonably believes to merit confidence. If a director, officer or
incorporator performs his duties in the manner that is set forth
above, that fact shall be an absolute defense to any claim asserted
against him except as expressly provided by statute.
Section 13 of the Massachusetts Business Corporation Law
provides that the articles of organization of a corporation may
contain a provision eliminating or limiting the personal liability of
a director to the corporation or its stockholders for monetary
damages for breach of a fiduciary duty as a director notwithstanding
any provision of law imposing such liability; provided, however, that
such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the
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) under Section 61 or 62 of the Massachusetts
Business Corporation Law or (iv) any transaction from which the
director derived an improper personal benefit. Article Six of the
Restated Articles of Organization of the Registrant contains a
provision consistent with Section 13 of the Massachusetts Business
Corporation Law and provides that to the fullest extent permitted by
the Massachusetts Business Corporation Law, a director of the
Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a
director notwithstanding any provision of laws imposing such
liability.
Section 9 of Article V of the By-laws of the Registrant contains
provisions relating to the indemnification of directors and officers
of the corporation which are consistent with Section 67 of the
Massachusetts Business Corporation Law. The By-laws provide that no
Exhibit Index - P. 5
S-8 Page 4 of 14
<PAGE>
indemnification will be provided for any person with respect to any
matter as to which such person shall have been determined not to have
acted in good faith in the reasonable belief that his action was in
the best interest of the corporation; nor shall indemnification be
provided where the corporation is required or has undertaken to
submit to a court the question of whether or not indemnification by
it is against public policy and it has been finally determined that
such indemnification is against public policy; provided, however
that, prior to such final determination, the corporation may
compromise and settle any such claims and liabilities and pay such
expenses, if such settlement or payment, or both, appears in the
judgment of a majority of those members of the board of directors who
are not directly involved in such matters, to be for the best
interest of the corporation as evidenced by a resolution to that
effect adopted after receipt by the corporation of a written opinion
of counsel for the corporation that, based upon the facts available
to such counsel such person has not acted in a manner that would
prohibit indemnification.
Section 67 of the Massachusetts Business Corporation Law also
contains provisions authorizing a corporation to obtain insurance on
behalf of any director, officer, employee or agent of the corporation
against liabilities, whether or not the corporation would have the
power to indemnify against such liabilities. The Registrant
maintains directors and officers liability and company reimbursement
liability insurance. Subject to certain deductibles, such insurance
will pay up to $50,000,000 per year on claims or errors and omissions
against the Registrant's directors and officers and will reimburse
the Registrant for amounts paid to indemnify directors and officers
against the costs of such claims pursuant to the Registrant's
By-Laws.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
Item 8. EXHIBITS
The following exhibits are filed herewith or incorporated
herein by reference:
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
4. (i) EG&G's Restated Articles of Organization,
as of February 19, 1988, were filed on
July 16, 1992 as an exhibit to EG&G's
Form 8 amending EG&G's Annual Report on
Exhibit Index - P. 5
S-8 Page 5 of 14
<PAGE>
Form 10-K for the fiscal year ended
December 29, 1991 and are herein in-
corporated by reference N/A
(ii) EG&G's By-Laws as amended on January
22, 1992 were filed as an exhibit to
EG&G's Annual Report on Form 10-K for
the fiscal year ended December 29,
1991 and are herein incorporated by
reference N/A
(iii) The form of certificate used to evidence
ownership of EG&G Common Stock, $1 par
value, was filed as Exhibit 4(a) to EG&G's
Registration Statement on Form S-3,
File No. 2-69642 and is herein incor-
porated by reference N/A
(iv) The Rights Agreement dated as of
January 28, 1987 between EG&G, Inc.
and The First National Bank of Boston
was filed as Exhibit 1 to the Company's
Form 8-K dated February 3, 1987 and
is herein incorporated by reference N/A
(v) The EG&G, Inc. 1992 Stock Option Plan N/A
was filed as Exhibit 4(v) to EG&G's
Registration Statement on Form S-8,
File No. 33-49898 and is herein
incorporated by reference
(vi) The EG&G, Inc. 1982 Incentive Stock N/A
Option Plan, as amended and restated
as of April 24, 1990, was filed as
Exhibit 4(v) to EG&G's Registration
Statement on Form S-8, File No. 33-
36082 and is herein incorporated
by reference
(vii) The EG&G, Inc. 1978 Non-Qualified N/A
Stock Option Plan, as amended through
January 26, 1988, was filed as Exhibit
4(vii) to EG&G's Registration Statement
on Form S-8, File No. 33-36082 and is
herein incorporated by reference
5. Opinion of Murray Gross, Esquire,
Vice President, General Counsel and
Clerk to EG&G, Inc. 12
Exhibit Index - P. 5
S-8 Page 6 of 14
<PAGE>
23. Consent of Experts and Counsel
(i) Consent of Arthur Andersen & Co. 14
(ii) Consent of Murray Gross, Esquire, N/A
is contained in his Opinion filed
as Exhibit 5
24. Power of Attorney 9
Item 9. UNDERTAKINGS
EG&G hereby undertakes:
(1) To file during any period in which offers or sales are being
made, post-effective amendment(s) to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities 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;
(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 Registration Statement is on Form S-3 or Form S-8,
and 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 the 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 Plan.
Exhibit Index - P. 5
S-8 Page 7 of 14
<PAGE>
(4) 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 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.
(5) 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 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 a final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, EG&G
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 Town of Wellesley, Commonwealth of
Massachusetts, on the 27th day of July, 1994.
EG&G, Inc.
By:/s/ John M. Kucharski
--------------------------
John M. Kucharski, Chairman of
the Board, Chief Executive
Officer and President
Exhibit Index - P. 5
S-8 Page 8 of 14 <PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of EG&G, Inc.,
hereby severally constitute John M. Kucharski and Murray Gross, and
each of them singly, our true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names, in the
capacities indicated below, the Registration Statement filed herewith
and any amendments to said Registration Statement, and generally to do
all such things in our name and behalf in our capacities as officers
and directors to enable EG&G, Inc. to comply with the provisions of
the Securities Act of 1933 as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming
our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments
thereto.
Witness our hands and common seals on the date set forth below.
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.
Signature Title Date
(i) Principal Executive Officer
/s/ John M. Kucharski
_____________________ Chairman of the July 27, 1994
John M. Kucharski Board, Chief
Executive Officer,
and President
(ii) Principal Financial Officer
/s/ Thomas J. Sauser
_____________________ Senior Vice President July 27, 1994
Thomas J. Sauser and Chief Financial
Officer
(iii) Principal Accounting Officer
/s/ John F. Alexander II
_________________ Corporate Controller July 27, 1994
John F. Alexander, II
Exhibit Index - P. 5
S-8 Page 9 of 14 <PAGE>
(iv) A majority of the Board of
Directors
/s/ John M. Kucharski
_____________________ Director July 27, 1994
John M. Kucharski
/s/ Samuel Rubinovitz
_____________________ Director July 27, 1994
Samuel Rubinovitz
/s/ Robert F. Goldhammer
_____________________ Director July 27, 1994
Robert F. Goldhammer
/s/ John B. Gray
_____________________ Director July 27, 1994
John B. Gray
/s/ William F. Pounds
_____________________ Director July 27, 1994
William F. Pounds
/s/ Dean W. Freed
_____________________ Director July 27, 1994
Dean W. Freed
/s/ Kent F. Hansen
_____________________ Director July 27, 1994
Kent F. Hansen
/s/ Joseph F. Turley
_____________________ Director July 27, 1994
Joseph F. Turley
/s/ G. Robert Tod
_____________________ Director July 27, 1994
G. Robert Tod
Exhibit Index - P. 5
S-8 Page 10 of 14
<PAGE>
/s/ John Larkin Thompson
_____________________ Director July 27, 1994
John Larkin Thompson
/s/ Greta E. Marshall
_____________________ Director July 27, 1994
Greta E. Marshall
Exhibit Index - P. 5
S-8 Page 11 of 14
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EXHIBIT V
July 27, 1994
EG&G, Inc.
45 William Street
Wellesley, Massachusetts 02181
Gentlemen:
I have been requested to furnish you my opinion as to certain
matters in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement"), which Registration Statement
is to be filed with the Securities and Exchange Commission on or about
July 27, 1994, relating to the registration of 851,584 shares of the
Common Stock, $1 Par Value, of EG&G, Inc. (the "Company"), issuable
upon the exercise of stock options granted and to be granted pursuant
to the stock option plans described in the Registration Statement.
I have been associated with the Company for 23 years, and during
that time I have served as an Attorney, Assistant General Counsel, and
since April 24, 1990, as General Counsel of EG&G, Inc. I have
examined the Restated Articles of Organization of the Company and all
amendments thereto on file in the office of the Secretary of the
Commonwealth of Massachusetts, all resolutions adopted by the
directors and stockholders of the Company relating to the aforesaid
stock option plans, the aforesaid Registration Statement and stock
option plans, and such other documents as I deem material for the
purposes of this opinion.
Based upon the foregoing, I am of the following opinion:
1. The Company is a duly organized and validly existing
corporation under the laws of the Commonwealth of Massachusetts with
corporate powers adequate for the conduct of its business as presently
conducted.
Exhibit Index - P. 5
S-8 Page 12 of 14
<PAGE>
EG&G, Inc.
July 27, 1994
Page 2
2. The authorized capital stock of the Company consists of: (a)
1,000,000 shares of Preferred Stock, $1 par value per share, of which
no shares are now outstanding, and (b) 100,000,000 shares of Common
Stock, $1 par value per share of which 56,131,078 shares were issued
and outstanding on January 2, 1994.
3. The issuance of up to 4,237,142 shares of EG&G's Common Stock
upon exercise of options then outstanding and options which may be
granted in the future under the plans described in the Registration
Statement has been duly authorized by the Company. The shares
issuable upon exercise of said options, when issued and paid for in
accordance with the terms of said options and the plan pursuant to
which said options were or are to be granted, will be validly issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
/s/ Murray Gross
___________________
Murray Gross
Vice President and
General Counsel
MG:lah
Exhibit Index - P. 5
S-8 Page 13 of 14
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this registration
statement, to be filed with the Securities and Exchange
Commission, on or about July 27, 1994, of our reports dated
January 24, 1994, included (or incorporated by reference) in
EG&G, Inc.'s Form 10-K for the year ended January 2, 1994
and to all references to our Firm included in this
registration statement.
/s/ Arthur Anderson & Co.
_______________________
ARTHUR ANDERSEN & CO.
Boston, Massachusetts
July 27, 1994
Exhibit Index - P. 5
S-8 Page 14 of 14
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