As Filed with the Securities and Exchange Commission on February 26, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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EMERSON ELECTRIC CO.
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(Exact name of registrant as specified in its charter)
Missouri
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(State or other jurisdiction of incorporation or organization)
43-0259330
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(I.R.S. Employer Identification No.)
8000 West Florissant Avenue
St. Louis, Missouri 63136
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(Address, including zip code, of registrant's principal executive offices)
EMERSON ELECTRIC CO. 1998 STOCK OPTION PLAN
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(Full Title of the Plan)
Harley M. Smith, Esq.
Assistant General Counsel and Assistant Secretary
Emerson Electric Co.
8000 West Florissant Avenue
St. Louis, Missouri 63043
(314) 553-2431
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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<TABLE>
===================================================================================================================
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered(1) Registered Share(2) Price(2) Registration Fee
- ------------------------ ---------------------- ---------------------- ----------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock
and Preferred Stock
Purchase Rights 8,000,000 Shares (3) $62.00 $496,000,000 $146,320
===================================================================================================================
(1) Preferred Stock Purchase Rights are attached to and trade with the Common
Stock, par value $.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 solely
for the purpose of determining the registration fee. The proposed maximum
offering price represents the average of the high and low market prices of
the Common Stock on the New York Stock Exchange on February 24, 1998.
(3) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions.
</TABLE>
<PAGE>
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 ("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) Quarterly Report on Form 10-Q for the quarter ended December 31, 1997.
(c) 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. (d) 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
Technical Amendments to Rights Agreement, filed with 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 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
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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.
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<PAGE>
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.
(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.
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(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.
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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 County of St. Louis, State of Missouri, on February 3, 1998.
EMERSON ELECTRIC CO.
By: /s/ W. J. Galvin
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W. J. Galvin
Senior Vice President-Finance
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
W. J. Galvin, W. W. Withers and H. M. Smith, and each of them, 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)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, 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 any of them, or their
or his substitute or 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 or on behalf of the following
persons in the capacities indicated on February 3, 1998.
Signature Title
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/s/ C. F. Knight Chairman of the Board and Chief Executive Officer
- --------------------------- and Director
C. F. Knight
/s/ W. J. Galvin Senior Vice President-Finance and Chief Financial
- --------------------------- Officer (Chief Accounting Officer)
W. J. Galvin
/s/ J. G. Berges Director
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J. G. Berges
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/s/ L. L. Browning, Jr. Director
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L. L. Browning, Jr.
/s/ A. A. Busch, III Director
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A. A. Busch, III
/s/ D. C. Farrell Director
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D. C. Farrell
/s/ J. A. Frates Director
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J. A. Frates
/s/ R. B. Horton Director
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R. B. Horton
/s/ G. A. Lodge Director
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G. A. Lodge
/s/ V. R. Loucks, Jr. Director
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V. R. Loucks, Jr.
/s/ R. B. Loynd Director
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R. B. Loynd
/s/ R. L. Ridgway Director
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R. L. Ridgway
/s/ R. W. Staley Director
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R. W. Staley
/s/ A. E. Suter Director
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A. E. Suter
<PAGE>
/s/ G. W. Tamke Director
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G. W. Tamke
/s/ W. M. Van Cleve Director
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W. M. Van Cleve
/s/ E. E. Whitacre, Jr. Director
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E. E. Whitacre, Jr.
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EMERSON ELECTRIC CO.
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------------------------------------------------------------------
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 1997 Form
10-K, Exhibit 3(b).
4.3 Rights Agreement dated as of November 1, 1998(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, dated October 7,
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).
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
February 26, 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, 8,000,000 shares of Common Stock of the Company ("Shares") which may be
purchased pursuant to the Emerson Electric Co. 1998 Stock Option Plan (the
"Plan"), including 8,000,000 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 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 post-employment
benefits.
KPMG Peat Marwick LLP
St. Louis, Missouri
February 26, 1998
