As filed with the Securities and Exchange Commission on July 25, 1996
SEC File No. 1-5075
Registration No.
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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.
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(Exact name of issuer as specified in its charter)
MASSACHUSETTS 04-2052042
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS 02181
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(Address of Principal Executive Offices) (zip code)
EG&G, INC. 1992 STOCK OPTION PLAN
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(Full Title of the plan)
MURRAY GROSS, ESQ., GENERAL COUNSEL, EG&G, INC.
45 William Street, Wellesley, Massachusetts 02181
(617)437-5100)
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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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
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Common Stock 847,542 $19.69 $16,688,101 $5754.06
$1 par value shares
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(1) Estimated solely for the purpose of calculating the registration fee. This
estimated fee is based on the average of the high ($ 20.125) and low ($ 19.250)
prices paid for a share of EG&G, Inc. Common Stock on July 19, 1996 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, 33-57606, 33-54785, and 33-62805 and is intended to be the
common prospectus referred to in Rule 429 under the Securities Act of 1933 for
such Registration Statements.<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 as 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.
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Accountants - The financial statements and schedules of the Company included
in the Company's Annual Report on Form 10K for the year ended December 31, 1995
and incorporated by reference herein have been audited by Arthur Anderson LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.
Legal Opinion - The validity of the shares of Common Stock to be offered
hereunder has been passed upon for EG&G by Murray Gross, Senior 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, 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
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. Such 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 person 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 such
other organization. Indemnification may not be provided for any person with
respect to any matter as to which that person shall have been adjudicated in
any proceeding to not have acted in good faith in the reasonable belief that
his action was in the best interest of the corporation.
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 interests 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 or under the supervision of (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) for 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 law 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 Registrant
which are consistent with Section 67 of the Massachusetts Business Corporation
Law. This Section provides that no indemnification will be provided to any
person who was or is a director or officer with respect to any matter as to
which such person shall have been finally adjudicated in any proceeding 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 adjudication, 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:
<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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4. (i) EG&G's Restated Articles of Organization, filed
with the Massachusetts Secretary of the
Commonwealth on July 31, 1995 were filed as an
Exhibit to EG&G's Registration statement on Form
S-8, File No. 33-62805 and are herein
incorporated by reference N/A
(ii) EG&G's By-Laws as amended on May 3, 1995 were
filed as an Exhibit to EG&G's Registration
Statement on Form S-8, File No. 33-62805 and are
herein incorporated by reference N/A
(iii) The form of certificate used to evidence
ownership of EG&G Common Stock, $1 parvalue, was
filed as Exhibit 4(a) to EG&G's Registration
Statement on Form S-3, File No. 2-69642 and is
herein incorporated by reference N/A
(iv) Form of Indenture dated June 28, 1995 between
the Company and the First National Bank of
Boston, as Trustee, was filed with the
Commission as Exhibit 4.1 to EG&G's Registration
Statement on Form S-3, File No. 33-59675 and is
herein incorporated by reference N/A
(v) The Rights Agreement dated as of January 25,
1995 between EG&G, Inc. and The First National
Bank of Boston was filed as Exhibit 4.1 to the
Company's Form 8-K dated January 25, 1995 and is
herein incorporated by reference N/A
(vi) The EG&G, Inc. 1992 Stock Option Plan 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 N/A
(vii) The EG&G, Inc. 1982 Incentive Stock 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 N/A
(viii) The EG&G, Inc. 1978 Non-Qualified 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 N/A
5. Opinion of Murray Gross, Esquire, Senior Vice
President, General Counsel and Clerk to EG&G,
Inc. 12
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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24. Consent of Experts and Counsel
(i) Consent of Arthur Andersen LLP 14
(ii) Consent of Murray Gross, Esquire, is contained N/A
in his Opinion filed as Exhibit 5
25. Power of Attorney 10
<PAGE>
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;
and
(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.
(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
Securities 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
Securities Act and will be governed by a final adjudication of such issue.<PAGE>
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 24th day of July 1996.
EG&G, Inc.
By: /s/ John M. Kucharski
John M. Kucharski, Chairman of
the Board, and Chief
Executive Officer
<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
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(i) Principal Executive Officer
/s/ John M. Kucharski Chairman of the July 24, 1996
- -------------------------- Board, and Chief -------------
John M. Kucharski Executive Officer
(ii) Principal Financial Officer
/s/ John F. Alexander, II Senior Vice President July 24, 1996
- -------------------------- and Chief Financial -------------
John F. Alexander, II Officer
(iii) Principal Accounting Officer
/s/ William J. Ribaudo Corporate Controller July 24, 1996
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William J. Ribaudo
<PAGE>
(iv) A majority of the Board of
Directors
/s/ John M. Kucharski Director July 24, 1996
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John M. Kucharski
/s/ Robert F. Goldhammer Director July 24, 1996
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Robert F. Goldhammer
/s/ John B. Gray Director July 24, 1996
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John B. Gray
/s/ William F. Pounds Director July 24, 1996
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William F. Pounds
/s/ Kent F. Hansen Director July 24, 1996
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Kent F. Hansen
/s/ G. Robert Tod Director July 24, 1996
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G. Robert Tod
/s/ John Larkin Thompson Director July 24, 1996
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John Larkin Thompson
/s/ Greta E. Marshall Director July 24, 1996
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Greta E. Marshall
/s/ Tamara J. Erickson Director July 24, 1996
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Tamara J. Erickson
/s/ Fred B. Parks Director July 24, 1996
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Fred B. Parks
/s/ Nicholas A. Lopardo Director July 24, 1996
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Nicholas A. Lopardo
EG&G, INC.
45 WILLIAM STREET
EG&G, INC.
45 WILLIAM STREET
WELLESLEY, MA 02181-4078
TEL. (617) 237-5100
FAX. (617) 431-4115
Corporate Legal Department
PHILIP AYERS MURRAY GROSS ROBERT P. COGAN
WILLIAM C. SULLIVAN SENIOR VICE PRESIDENT LORA E. TESKA
JOHN A. SHETTERLY AND KIMBERLY B. BAKER
DONNA W. ECONOMOU GENERAL COUNSEL
JOHN L. HEALY
EXHIBIT V
July 24, 1996
EG&G, Inc.
45 William street
Wellesley, MA 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 24, 1996,
relating to the registration of 847,542 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 25 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.
2. The authorized capital stock of the Company consists of: (a)
1,000,000 shares of Preferred Stock, $1 par value per 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 47,654,234
shares were issued and outstanding on February 23, 1996.
3. The issuance of up to 5,032,972 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
Senior Vice President
and General Counsel
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
January 23, 1996 included in EG&G, Inc.'s Form 10-K for the fiscal year
ended December 31, 1995 and to all references to our Firm included in this
Registration Statement.
_________________________
ARTHUR ANDERSEN LLP
Boston, Massachusetts
July 24, 1996
