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As filed with the Securities and Exchange Commission on June 16, 1998
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
- -------------------------------- -------------------
(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)437-5100)
---------------------------------------------------------
(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
$1 par value 847,542 shares $30.41 $25,773,752 $7,603.26
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. This
estimated fee is based on the average of the high ($30.75) and low ($30.0625)
prices paid for a share of EG&G, Inc. Common Stock on June 10, 1998 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. 2-98168, 33-36082,
33-49898, 33-57606, 33-54785, 33-62805, 33-8811, and 333-32059 and is intended
to be the common prospectus referred to in Rule 429 under the Securities Act of
1933 for such Registration Statements.
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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.
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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
28, 1997 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
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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.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
Item 8. EXHIBITS
The following exhibits are filed herewith or incorporated herein by
reference:
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------- ------- ------------
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 December 17, 1997 were
filed as Exhibit 3.2 to EG&G's Form 10-K for the 1997
Fiscal Year 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 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 as amended and
restated as of May 21, 1997 was filed as Exhibit 4
(vi) to EG&G's Registration Statement on Form S-8,
File No. 333-32059 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
5. Opinion of Murray Gross, Esquire, Senior Vice
President, General Counsel and Clerk to EG&G, Inc. 12
6
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SEQUENTIALLY
NUMBERED
PAGE
------------
23. Consent of Experts and Counsel
(1) Consent of Arthur Andersen LLP 14
(2) Consent of Murray Gross, Esquire, is contained in
his Opinion filed as Exhibit 5 N/A
24. Power of Attorney 10
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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.
8
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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 15th day of June, 1998.
EG&G, Inc.
By: /s/ John M. Kucharski
---------------------------------------
John M. Kucharski, Chairman of the
Board and Chief Executive Officer
9
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[EG&G LOGO]
EXHIBIT 5
EG&G, INC.
45 WILLIAM STREET
WELLESLEY, MA 02181-4078
TEL.(781) 237-5100
FAX (781)431-4115
- --------------------------------------------------------------------------------
CORPORATE LEGAL DEPARTMENT
PHILIP AYERS MURRAY GROSS INTELLECTUAL PROPERTY
WILLIAM C. SULLIVAN SENIOR VICE PRESIDENT LORA E. TESKA
JOHN A. SHETTERLY AND KIMBERLY B. HERMAN
DONNA W. ECONOMOU GENERAL COUNSEL
JOHN L. HEALY
EXHIBIT V
June 15, 1998
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 June 12, 1998, 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 27 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.
<PAGE> 2
EG&G, Inc.
June 15, 1998
Page 2
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 45,354,112 shares were issued and outstanding on February
27, 1998.
3. The issuance of up to 4,653,349 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 here by 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
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
January 20, 1998 included in EG&G, Inc.'s Form 10-K for the fiscal year ended
December 28, 1997 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
----------------------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 11, 1998
<PAGE> 1
EXHIBIT 24
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 June 15, 1998
- --------------------------------- Board and Chief -------------
John M. Kucharski Executive Officer
(ii) Principal Financial Officer
/s/ John F. Alexander, II Senior Vice President June 15, 1998
- --------------------------------- and Chief Financial -------------
John F. Alexander, II Officer
(iii) Principal Accounting Officer
/s/ William J. Ribaudo Corporate Controller June 15, 1998
- ---------------------------------- -------------
William J. Ribaudo
10
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(iv) A majority of the Board of
Directors
/s/ John M. Kucharski Director June 15, 1998
- -------------------------- -------------
John M. Kucharski
/s/ Tamara J. Erickson Director June 15, 1998
- -------------------------- -------------
Tamara J. Erickson
/s/ John B. Gray Director June 15, 1998
- -------------------------- -------------
John B. Gray
/s/ Kent F. Hansen Director June 15, 1998
- -------------------------- -------------
Kent F. Hansen
/s/ John F. Keane Director June 15, 1998
- -------------------------- -------------
John F. Keane
Director June 15, 1998
- -------------------------- -------------
Nicholas A. Lopardo
/s/ Greta E. Marshall Director June 15, 1998
- -------------------------- -------------
Greta E. Marshall
/s/ Michael C. Ruettgers Director June 15, 1998
- -------------------------- -------------
Michael C. Ruettgers
Gregory L. Summe Director June 15, 1998
- -------------------------- -------------
Gregory L. Summe
/s/ John Larkin Thompson Director June 15, 1998
- -------------------------- -------------
John Larkin Thompson
/s/ G. Robert Tod Director June 15, 1998
- -------------------------- -------------
G. Robert Tod
