<PAGE> 1
As filed with the Securities and Exchange Commission on July 30, 1997
Registration No. __
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
FORM S - 8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EG&G, INC.
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2052042
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS 02181
- ------------------------------------------------ -------------
Address of Principal Executive Offices) (zip code)
EG&G, INC. SAVINGS PLAN
-------------------------------------------
(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)
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee
- ---------- -------------- ------------- --------- ------------
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$1 par value 300,000 shares $ 20.69 $ 6,207,000 $ 2,140.35
- --------------------------------------------------------------------------------
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) The EG&G Savings Plan permits contributions to be used to purchase shares of
the Registrant's Common Stock in the open market. The number of shares
registered represents an estimate, based on the estimated aggregate amount of
employee and employer contributions to the Plan, of the maximum number of shares
which would be issuable, based on the average of the high and low sale prices of
the EG&G, Inc. Common Stock on June 24, 1997 as reported on the New York Stock
Exchange Composite Transactions Tape.
(2) Estimated solely for the purpose of calculating the registration fee. This
estimate is based on the average of the high ($20.81) and low ($20.56) sale
prices per share of EG&G, Inc. Common Stock on July 28, 1997 as reported on the
New York Stock Exchange Composite Transactions Tape.
<PAGE> 2
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the EG&G Savings Plan (the "Plan") pursuant to Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").
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.
Item 5. Interests of Named Experts and Counsel
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-
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<PAGE> 3
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.
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<PAGE> 4
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:
EXHIBIT
NUMBER EXHIBIT
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
(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
(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 incorporated by reference
(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
(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 Current Report on Form 8-K dated January
25, 1995 and is herein incorporated by reference
5. Opinion of Murray Gross, Esquire, Senior Vice
President, General Counsel and Clerk to EG&G,
Inc.
-4-
<PAGE> 5
23. Consent of Experts and Counsel
(i) Consent of Arthur Andersen LLP
(ii) Consent of Murray Gross, Esquire, is contained
in his Opinion filed as Exhibit 5
24. Power of Attorney (see signature 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.
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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 30th day of July 1997.
EG&G, Inc.
By: /s/ John M. Kucharski
--------------------------------
John M. Kucharski, Chairman of
the Board, President and Chief
Executive Officer
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 as of July
30th, 1997 in the capacities and on the date indicated.
Signature Title
- --------- -----
(i) Principal Executive Officer
/s/ John M. Kucharski Chairman of the Board, President
- --------------------------------- and Chief Executive Officer
John M. Kucharski
(ii) Principal Financial Officer
/s/ John F. Alexander, II Senior Vice President and Chief
- --------------------------------- Financial Officer
John F. Alexander, II
(iii) Principal Accounting Officer
/s/ William J. Ribaudo Corporate Controller
- ---------------------------------
William J. Ribaudo
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<PAGE> 7
(iv) A majority of the Board of
Directors
Director
/s/ John M. Kucharski
- ---------------------------------
John M. Kucharski
/s/ John B. Gray
- --------------------------------- Director
John B. Gray
/s/ John F. Keane
- --------------------------------- Director
John F. Keane
- --------------------------------- Director
Kent F. Hansen
/s/ G. Robert Tod
- --------------------------------- Director
G. Robert Tod
/s/ John Larkin Thompson
- --------------------------------- Director
John Larkin Thompson
/s/ Greta E. Marshall
- --------------------------------- Director
Greta E. Marshall
/s/ Tamara J. Erickson
- --------------------------------- Director
Tamara J. Erickson
/s/ Michael C. Ruettgers
- --------------------------------- Director
Michael C. Ruettgers
/s/ Nicholas A. Lopardo
- --------------------------------- Director
Nicholas A. Lopardo
-7-
<PAGE> 8
EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT
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
(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
(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 incorporated by reference
(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
(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 Current Report on Form 8-K dated January
25, 1995 and is herein incorporated by reference
5. Opinion of Murray Gross, Esquire, Senior Vice
President, General Counsel and Clerk to EG&G,
Inc.
23. Consent of Experts and Counsel
(i) Consent of Arthur Andersen LLP
(ii) Consent of Murray Gross, Esquire, is contained
in his Opinion filed as Exhibit 5
24. Power of Attorney (see signature page)
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<PAGE> 1
EXHIBIT 5
July 30, 1997
EG&G, Inc.
45 Williams Street
Wellesley, MA 02181
Ladies and Gentlemen:
I have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 300,000 shares of Common Stock, $1.00 par value per share
(the "Shares"), of EG&G, Inc., a Massachusetts corporation (the "Company"),
issuable under the EG&G Savings Plan (the "Plan").
I have examined the Articles of Organization and the By-Laws of the
Company, as amended to date, the Registration Statement and originals, or copies
certified to my satisfaction, of such records of meetings of the directors and
shareholders of the Company, and such other documents and instruments as in my
judgment are necessary or appropriate to enable me to render the opinions
expressed below.
In my examination of the foregoing documents, I have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents submitted
to me as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based upon and subject to the foregoing, I am of the opinion that the
Shares covered by the Registration Statement to be issued under the Plan have
been duly and validly authorized for issuance, and when issued and paid for in
accordance with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
MURRAY GROSS
<PAGE> 1
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 21, 1997 included in EG&G, Inc.'s Form 10-K for the
fiscal year ended December 29, 1996 and to all references to our Firm included
in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
July 30, 1997
