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As filed with the Securities and Exchange Commission on January 22, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EG&G, INC.
(Exact name of Registrant 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 02481
(Address of principal executive offices) (Zip Code)
LUMEN TECHNOLOGIES, INC. 1996 STOCK INCENTIVE PLAN
(Full title of the Plan)
MURRAY GROSS, ESQ.
GENERAL COUNSEL, EG&G, INC.
45 WILLIAM STREET
WELLESLEY, MASSACHUSETTS 02481
(Name and address of agent for service)
(781) 237-5100
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Aggregate
Title of Securities to be Registered Offering Price Amount of Registration Fee (1)
- ------------------------------------ -------------------------- ------------------------------
<S> <C> <C>
Common Stock, $1 par value $6,206,413.88 $1,726
</TABLE>
(1) This estimated fee is based on the proposed maximum offering price of the
shares offered pursuant to the Plan in accordance with Rules 457(h) and 457(o)
of the Securities Act of 1933.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register the
shares of Common Stock of EG&G, Inc. (the "Company" or the "Registrant")
issuable pursuant to the 1996 Stock Incentive Plan of Lumen Technologies, Inc.
(formerly known as BEC Group, Inc.) ("Lumen"). On December 16, 1998, pursuant to
the terms of Section 6.12 of the Agreement and Plan of Merger by and among the
Company, Lighthouse Weston Corp. and Lumen, dated as of October 21, 1998, the
Company assumed all of the outstanding options to purchase Common Stock of Lumen
under the 1996 Stock Incentive Plan of Lumen.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
sent or given to participants in the 1996 Stock Incentive 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. The Company's 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.
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 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 Registrant
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 shares of Common
Stock offered hereby have been sold or which deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of the filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
LEGAL OPINION - The validity of the shares of Common Stock to be offered
hereunder has been passed upon for the Company 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
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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
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.
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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 Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. UNDERTAKINGS.
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule
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424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
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 with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(b) 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.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be in the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 this
20th day of January, 1999.
EG&G, INC.
By: /s/ Gregory L. Summe
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Gregory L. Summe, President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of EG&G, Inc. hereby severally
constitute and appoint Gregory L. Summe 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 on Form S-8 filed herewith and any and all 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.
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WITNESS our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Gregory L. Summe President and Chief Executive January 20, 1999
- -------------------------------- Officer (Principal Executive
Gregory L. Summe Officer)
/s/ John F. Alexander, II Senior Vice President and January 20, 1999
- -------------------------------- Chief Financial Officer
John F. Alexander, II (Principal Financial Officer)
/s/ Gregory D. Perry Corporate Controller January 20, 1999
- -------------------------------- (Principal Accounting Officer)
Gregory D. Perry
/s/ Gregory L. Summe Director January 20, 1999
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Gregory L. Summe
/s/ Tamara J. Erickson Director January 20, 1999
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Tamara J. Erickson
/s/ John B. Gray Director January 20, 1999
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John B. Gray
/s/ Kent F. Hansen Director January 20, 1999
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Kent F. Hansen
/s/ John F. Keane Director January 20, 1999
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John F. Keane
/s/ John M. Kucharski Director January 20, 1999
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John M. Kucharski
/s/ Nicholas A. Lopardo Director January 20, 1999
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Nicholas A. Lopardo
/s/ Greta E. Marshall Director January 20, 1999
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Greta E. Marshall
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<TABLE>
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/s/ Michael C. Ruettgers Director January 20, 1999
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Michael C. Ruettgers
/s/ John Larkin Thompson Director January 20, 1999
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John Larkin Thompson
/s/ G. Robert Tod Director January 20, 1999
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G. Robert Tod
</TABLE>
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EXHIBIT INDEX
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Exhibit
Number
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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
(ii) EG&G's By-laws as amended and restated on December 17, 1997 were filed
as an Exhibit 3.2 to EG&G's Annual Report on Form 10-K, File No.
1-05075 for the fiscal year ending December 28, 1997 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) 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
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 included in his Opinion filed as
Exhibit 5
24. Power of Attorney is included on the signature page of this
Registration Statement
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EXHIBIT 5
EG&G, INC.
45 WILLIAM STREET
WELLESLEY, MA 02181-4078 U.S.A.
PHONE: (781) 237-6100
FAX: (781) 431-4115
EMAIL: [email protected]
OPINION OF MURRAY GROSS, ESQUIRE
January 19, 1999
EG&G, Inc.
45 William Street
Wellesley, MA 02481
Ladies and 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 January 21, 1999, relating to the
registration of 424,170 shares (the "Shares") of the Common Stock, $1 par value
per share, of EG&G, Inc. (the "Company"), issuable pursuant to the 1996 Stock
Incentive Plan of Lumen Technologies, Inc. (the "Plan").
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, the amended By-Laws of the
Company, all resolutions adopted by the directors of the Company relating to the
Plan, the aforesaid Registration Statement and Plan, and such other documents as
I deem material for the purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized for issuance under the Plan, and the Shares, when issued in
accordance with the terms of the Plan, 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
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Murray Gross
Senior Vice President
and General Counsel
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Exhibit 23(i)
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated January 20,
1998 included (or incorporated by reference) in EG&G, Inc.'s Form 10-K for the
year ended December 28, 1997 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 20, 1999
