==============================================================================
As Filed with the Securities and Exchange Commission on January 13, 1998
Registration No. 333-
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)
Computational Systems, Inc.
1987 Incentive Stock Option Plan
Computational Systems, Incorporated
1995 Employee Stock Incentive Plan
Computational Systems, Incorporated
1995 Amended and Restated
Non-Employee Directors' Stock
Option Plan
(Full Title of the Plans)
Harley M. Smith, Esq.
Assistant General Counsel and Assistant Secretary
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
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of to be Price Offering Registration
Securities to be Registered(1) Registered Per Share(2) Price(2) Fee
------------------------------ ---------- ------------ --------- -------------
<S> <C> <C> <C> <C>
Common Stock and Preferred Stock Purchase
Rights........................................ 350,000 $26.0843 $9,129,505 $2,694.00
_______________
1. Preferred Stock Purchase Rights are attached to and trade with the
Common Stock, par value $0.50, 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.
2. Computed pursuant to Rule 457(h) under the Securities Act of 1933 ("1933
Act") solely for the purpose of determining the registration fee. The proposed
maximum aggregate offering price is computed upon the basis of the weighted
average of the prices at which the options may be exercised.
</TABLE>
This Registration Statement also covers such additional shares of
Common Stock as may be issuable pursuant to antidilution provisions.
==============================================================================
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Emerson Electric Co.
("Emerson" or the "Registrant") pursuant to the Securities Exchange Act of
1934 (the "1934 Act") (file No. 001-00278) are incorporated by reference
into this Registration Statement:
(a) Annual Report on Form 10-K for the year ended September 30,
1997.
(b) The description of Emerson's Common Stock as contained in
Emerson's 1934 Act Registration Statement on Form 10 as amended under
cover of Form 8 on January 19, 1981, and Emerson's Restated Articles of
Incorporation filed as Exhibit 3(a) to Emerson's Form 10-Q for the
quarter ended March 31, 1997.
(c) The description of Emerson's Preferred Stock Purchase Rights
which is contained in Emerson's 1934 Act Registration Statement on Form
8-A dated November 3, 1988 and First Amendment to Rights Agreement
filed on Emerson's Form 8-K dated October 17, 1997.
All documents subsequently filed by Emerson 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, owns
shares of the Registrant's Common Stock and holds options to purchase shares
of such Common Stock.
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 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 By-laws 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 losses 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.
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;
(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.
(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 settlement 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.
EXPERTS
The historical financial information incorporated in this
Registration Statement by reference to the Annual Report on Form 10-K for
Emerson for the year ended September 30, 1997 have been so incorporated in
reliance on the report of KPMG Peat Marwick LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is has reasonable grounds to believe that it meets
all of the requirements for filing on Forms 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
December 31, 1997.
EMERSON ELECTRIC CO.
By: /s/ W.J. GALVIN
___________________________________
W.J. Galvin
Senior Vice President-Finance and
Chief Financial Officer
Each person whose signature appears below hereby severally
constitutes and appoints W.J. Galvin, W.W. Withers 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.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ C.F. KNIGHT Chairman of the Board, Chief December 31, 1997
- ----------------------------- Executive Officer and Director
C.F. Knight
/s/ W.J. GALVIN Senior Vice President-Finance and December 31, 1997
- ----------------------------- Chief Financial Officer
W.J. Galvin
/s/ J.G. BERGES Director December 31, 1997
- -----------------------------
J.G. Berges
/s/ L.L. BROWNING, JR. Director December 31, 1997
- -----------------------------
L.L. Browning, Jr.
/s/ A.A. BUSCH, III Director December 31, 1997
- -----------------------------
A.A. Busch, III
December 31, 1997
/s/ D.C. FARRELL Director
- -----------------------------
D.C. Farrell
/s/ J.A. FRATES Director December 31, 1997
- -----------------------------
J.A. Frates
/s/ R.B. HORTON Director December 31, 1997
- -----------------------------
R.B. Horton
/s/ G.A. LODGE Director December 31, 1997
- -----------------------------
G.A. Lodge
/s/ V.R. LOUCKS, JR. Director December 31, 1997
- -----------------------------
V.R. Loucks, Jr.
/s/ R.B. LOYND Director December 31, 1997
- -----------------------------
R.B. Loynd
/s/ R.L. RIDGWAY Director December 31, 1997
- -----------------------------
R.L. Ridgway
/s/ R.W. STALEY Director December 31, 1997
- -----------------------------
R.W. Staley
/s/ A.E. SUTER Director December 31, 1997
- -----------------------------
A.E. Suter
/s/ G.W. TAMKE Director, President December 31, 1997
- -----------------------------
G.W. Tamke
/s/ W.M. VAN CLEVE Director December 31, 1997
- -----------------------------
W.M. Van Cleve
/s/ E.E. WHITACRE, JR. Director December 31, 1997
- -----------------------------
E.E. Whitacre, Jr.
/s/ E.F. WILLIAMS, JR. Director December 31, 1997
- -----------------------------
E.F. Williams, Jr.
</TABLE>
EMERSON ELECTRIC CO.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Restated Articles of Incorporation of Emerson (incorporated by reference to
Emerson's Form 10-Q for the quarter ended March 31, 1997, Exhibit 3(a)).
4.2 Bylaws of Emerson, incorporated by reference to Emerson's 1933 Act Registration
Statement (Reg. No. 333-40871, Exhibit 3(b)).
4.3 Rights Agreement dated as of November 1, 1988 (incorporated by reference to
Emerson's Form 8-K, dated November 1, 1988, Exhibits 1 and 2), as amended by the
First Amendment to Rights Agreement (incorporated by reference to Emerson's
Form 8-K, filed October 17, 1997, Exhibit 4).
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).
</TABLE>
____________
* Incorporated by reference.
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
January 13, 1998
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, 350,000 shares of Common Stock of the
Company (the "Shares') which may be purchased pursuant to the Computational
Systems, Inc. 1987 Incentive Stock Option Plan, the Computational Systems,
Incorporated 1995 Employee Stock Incentive Plan and the Computational
Systems, Inc. 1995 Amended and Restated Non-Employee Directors' Stock
Option Plan (collectively, the "Plans"), including 350,000 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 applicable 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
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, 1997 and 1996 and for each of the years in the three-year period
ended September 30, 1997 refers to a change in accounting for postemployment
benefits.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
January 7, 1998
