<PAGE> 1
As Filed with the Securities and Exchange Commission on June 20, 1995
Registration No. 33-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------
EMERSON ELECTRIC CO.
(Exact name of registrant as specified in its charter)
MISSOURI 43-0259330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 West Florissant Avenue
St. Louis, Missouri 63136
(Address, including zip code, of registrant's principal executive offices)
EMERSON/INTELLUTION 1988 INCENTIVE STOCK PLAN
- -------------------------------------------------------------------------------
(Full Title of the Plan)
Harley M. Smith, Esq.
Assistant Secretary and Assistant General Counsel
Emerson Electric Co.
8000 West Florissant Avenue
St. Louis, Missouri 63043
(314) 553-2431
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
============================================================================================================
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Registration Fee <F2>
Per Share <F2> Offering Price <F2>
- ----------------------- --------------------- ---------------- ------------------- ---------------------
<C> <C> <C> <C> <C>
Common Stock and
Preferred Stock
Purchase Rights <F1> 208,592 Shares <F3> $16.31247 $3,402,651 $1,174
============================================================================================================
<PAGE> 2
<FN>
<F1> Preferred Stock Purchase Rights are attached to and trade with the Common Stock, par value $1.00, of
the Registrant (the "Common Stock"). Value attributable to such Preferred Stock Purchase Rights, if
any, is reflected in the market price of the Common Stock.
<F2> Computed pursuant to Rule 457(h) solely for the purpose of determining the registration fee.
Proposed maximum offering price represents the weighted average price per share based on the
exercise price of outstanding stock options.
<F3> This Registration Statement also covers such additional shares of Common Stock as may be issuable
pursuant to antidilution provisions.
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant are incorporated by
reference into this Registration Statement:
(a) Annual Report on Form 10-K for the year ended September 30,
1994.
(b) Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994.
(c) Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.
(d) The description of the Registrant's Common Stock as contained
in the Registrant's Registration Statement on Form 10 filed
under the Securities Exchange Act of 1934 (the "1934 Act"), as
amended under cover of Form 8 on January 19, 1981, and
amendments to the Restated Articles of Incorporation described
and set forth in the Proxy Statement dated December 19, 1985.
(e) The description of the Registrant's Preferred Stock Purchase
Rights which is contained in the Registration Statement on
Form 8-A dated November 3, 1988.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference 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.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
H. M. Smith, whose opinion is contained in Exhibit 5.1, owned as of
May 8, 1995, 1,317 shares of the Registrant's Common Stock and options to
purchase 7,902 additional shares.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Missouri Corporation. Section 351.355(1) of the
Revised Statutes of Missouri provides that a corporation may indemnify a
director, officer, employee or agent of the corporation in any action, suit or
<PAGE> 4
proceeding other than an action by or in the right of the corporation, against
expenses (including attorneys' fees), judgments, fines and settlement amounts
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action, had no reasonable cause to believe his conduct was
unlawful. Section 351.355(2) provides that the corporation may indemnify any
such person in any action or suit by or in the right of the corporation against
expenses (including attorneys' fees) and settlement amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that
he may not be indemnified in respect of any matter in which he has been
adjudged liable for negligence or misconduct in the performance of his duty to
the corporation, unless authorized by the court. Section 351.355(3) provides
that a corporation shall indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
action, suit or proceeding if he has been successful in defense of such action,
suit or proceeding and if such action, suit or proceeding is one for which the
corporation may indemnify him under Section 351.355(1) or (2). Section
351.355(7) provides that a corporation shall have the power to give any further
indemnity to any such person, in addition to the indemnity otherwise authorized
under Section 351.355, provided such further indemnity is either
(i) authorized, directed or provided for in the articles of incorporation of
the corporation or any duly adopted amendment thereof or (ii) is authorized,
directed or provided for in any bylaw or agreement of the corporation which has
been adopted by a vote of the shareholders of the corporation, provided that no
such indemnity shall indemnify any person from or on account of such person's
conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.
At the Annual Meeting of Shareholders held on February 10, 1987, the
shareholders adopted indemnification agreements with the directors of the
Registrant and amendments to the bylaws of the Registrant which incorporate
indemnity provisions permitted by Section 351.355(7) described above. The
amended By-Laws provide that the Registrant will indemnify its directors and
officers against all expenses (including attorneys' fees), judgments, fines and
settlement amounts, paid or incurred in any action or proceeding, including any
action by or on behalf of the Registrant, on account of their service as a
director or officer of the Registrant, any subsidiary of the Registrant or any
other company or enterprise when they are serving in such capacities at the
request of the Registrant, excepting only cases where (i) the conduct of such
person is adjudged to be knowingly fraudulent, deliberately dishonest or
willful misconduct, (ii) a final court adjudication shall determine that such
indemnification is not lawful, (iii) judgment is rendered against such person
for an accounting of profits made from a purchase or sale of securities of the
Registrant in violation of Section 16(b) of the Securities Exchange Act of 1934
or of any similar statutory law, or (iv) any remuneration paid to such person
is adjudicated to have been paid in violation of law. Such person shall be
indemnified only to the extent that the aggregate of loses to be indemnified
exceeds the amount of such losses for which the director or officer is insured
pursuant to any directors' or officers' liability insurance policy maintained
by the Registrant.
The Registrant maintains directors' and officers' liability insurance.
<PAGE> 5
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) 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 of 1933;
(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 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(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 Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
<PAGE> 6
(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 offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 7
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 County of St. Louis, State of Missouri, on June 20,
1995.
EMERSON ELECTRIC CO.
By: /s/ W.J. GALVIN
----------------------------------------
W. J. Galvin
Senior Vice President - Finance and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby severally constitutes
and appoints W. J. Galvin, W. W. Withers, C. W. Groennert and H. M. Smith,
Esq., and each of them singly, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature Title Date
- ------------------------------ -------------------------------- -------------
/s/ C.F. KNIGHT Chairman of the Board, President June 20, 1995
- ------------------------------ and Chief Executive Officer
C.F. Knight
/s/ W.J. GALVIN Senior Vice President - Finance June 20, 1995
- ------------------------------ and Chief Financial Officer
W.J. Galvin (principal accounting officer)
/s/ L. L. BROWNING, JR. Director June 20, 1995
- ------------------------------
L. L. Browning, Jr.
/s/ A. A. BUSCH, III Director June 20, 1995
- ------------------------------
A. A. Busch, III
<PAGE> 8
Signature Title Date
- ------------------------------ -------------------------------- -------------
/s/ D. C. FARRELL Director June 20, 1995
- ------------------------------
D. C. Farrell
/s/ J. A. FRATES Director June 20, 1995
- ------------------------------
J. A. Frates
/s/ R. B. HORTON Director June 20, 1995
- ------------------------------
R. B. Horton
/s/ G. A. LODGE Director June 20, 1995
- ------------------------------
G. A. Lodge
/s/ V. R. LOUCKS, JR. Director June 20, 1995
- ------------------------------
V. R. Loucks, Jr.
/s/ R. B. LOYND Director June 20, 1995
- ------------------------------
R. B. Loynd
/s/ R. L. RIDGWAY Director June 20, 1995
- ------------------------------
R. L. Ridgway
Director June __, 1995
- ------------------------------
R. W. Staley
/s/ A. E. SUTER Director June 20, 1995
- ------------------------------
A. E. Suter
/s/ W. M. VAN CLEVE Director June 20, 1995
- ------------------------------
W. M. Van Cleve
/s/ E. E. WHITACRE, JR. Director June 20, 1995
- ------------------------------
E. E. Whitacre, Jr.
/s/ E. F. WILLIAMS, JR. Director June 20, 1995
- ------------------------------
E. F. Williams, Jr.
/s/ F. T. WILSON Director June 20, 1995
- ------------------------------
F. T. Wilson
<PAGE> 9
EMERSON ELECTRIC CO.
EXHIBIT INDEX
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
4.1 Restated Articles of Incorporation of Emerson Electric Co.,
incorporated by reference to 1989 Form 10-K, Exhibit 3(a)
4.2 Bylaws of Emerson Electric Co., incorporated by reference to 1994
Form 10-K, Exhibit 3(b)
4.3 Rights Agreement dated as of November 1, 1988 between Emerson Electric
Co. and Centerre Trust Company of St. Louis, incorporated by reference
to Form 8-K, dated November 1, 1988, Exhibits 1 and 2
5.1 Opinion of Counsel to Emerson Electric Co.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Counsel to Emerson Electric Co. (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Page)
<PAGE> 1
EXHIBIT 5.1
-----------
EMERSON ELECTRIC CO.
8000 W. FLORISSANT
P. O. BOX 4100
ST. LOUIS, MO 63136
HARLEY M. SMITH
ASSISTANT GENERAL COUNSEL
AND ASSISTANT SECRETARY
(314) 553-2431 June 20, 1995
Emerson Electric Co.
8000 West Florissant Avenue
St. Louis, MO 63136
Gentlemen:
I am Assistant General Counsel and Assistant Secretary of Emerson
Electric Co. (the "Company"), and in such capacity I am familiar with the
Registration Statement on Form S-8 to which this opinion is filed as an exhibit
(the "Registration Statement") which registers under the Securities Act of
1933, as amended, 208,592 shares of Common Stock of the Company (the
"Shares") which may be purchased pursuant to the Emerson/Intellution 1988
Incentive Stock Plan of Emerson Electric Co. (the "Plan"), including 208,592
Preferred Share Purchase Rights.
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as I deemed necessary for the purposes
of the opinion expressed herein.
On the basis of the foregoing, I am of the opinion that the Shares
(including the Preferred Share Purchase Rights) to which the Registration
Statement relates, when sold in accordance with the provisions of the Plan,
will be legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to your filing copies of this opinion
as an exhibit to the Registration Statement and with such agencies of such
states as you deem necessary in the course of complying with the laws of such
states regarding the offering and sale of the Shares. In giving this consent,
I do not admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Securities and Exchange Commission.
Yours truly,
/S/ HARLEY M. SMITH
Harley M. Smith
<PAGE> 1
EXHIBIT 23.1
------------
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Emerson Electric Co.:
We consent to the use of our report incorporated herein by reference. Our
report on the consolidated financial statements of Emerson Electric Co. as of
September 30, 1994 and for the year then ended refers to a change in its method
of accounting for post-retirement benefits other than pensions.
KPMG Peat Marwick LLP
St. Louis, Missouri
June 20, 1995
