AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1999
Registration Statement No. 333-_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
Registration Statement
Under the
Securities Act of 1933
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EMERSON ELECTRIC CO.
(Exact Name of Registrant as Specified in Its Charter)
Missouri 43-0259330
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
8000 West Florissant
St. Louis, Missouri 63136
(Address, Including Zip Code, of
Registrant's Principal Executive Offices)
Astec (BSR) Plc 1991 Senior Executive Share Option Scheme
Astec (BSR) Plc United States Senior Executive Share Option Scheme
(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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered (1) Registered Share (2) Price (2) Registration Fee
- ----------------------- --------------------- -------------------- --------------------- --------------------
- ----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock and 71,106 Shares (3) $34.0247 $2,419,361 $673
Preferred Stock
Purchase Rights
- ----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>
(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
aggregate offering price is computed upon the basis of the weighted
average of the prices at which the options may be exercised.
(3) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions.
<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, 1998.
(b) Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998.
(c) Current Report on Form 8-K dated and filed October 6,
1998.
(d) 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.
(e) The description of Emerson's Preferred Stock Purchase
Rights which is contained in Emerson's 1934 Act
Registration Statement on Form 8-A dated and filed October
6, 1998.
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
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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 claim, issue or 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 351.355.2. 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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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
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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.
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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 18, 1999.
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 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 2, 1999.
Signature Title
/s/ Charles F. Knight Chairman of the Board and Chief Executive
- ----------------------------------- Office 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
- -----------------------------------
J. G. Berges
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/s/ L. L. Browning, Jr. Director
- -----------------------------------
L. L. Browning, Jr.
/s/ A. A. Busch III Director
- -----------------------------------
A. A. Busch, III
/s/ D. C. Farrell Director
- -----------------------------------
D. C. Farrell
/s/ J. A. Frates Director
- -----------------------------------
J. A. Frates
/s/ R. B. Horton Director
- -----------------------------------
R. B. Horton
/s/ G. A. Lodge Director
- -----------------------------------
G. A. Lodge
/s/ V. R. Loucks, Jr. Director
- -----------------------------------
V. R. Loucks, Jr.
/s/ R. B. Loynd Director
- -----------------------------------
R. B. Loynd
/s/ R. L. Ridgway Director
- -----------------------------------
R. L. Ridgway
Director
- -----------------------------------
R. W. Staley
/s/ A. E. Suter Director
- -----------------------------------
A. E. Suter
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/s/ G. W. Tamke Director
- -----------------------------------
G. W. Tamke
/s/ W. M. Van Cleve Director
- -----------------------------------
W. M. Van Cleve
/s/ E. E. Whitacre, Jr. Director
- -----------------------------------
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 Certificate of Designation, Preferences and Rights of
Series B Junior Participating Preferred Stock,
incorporated by reference to Emerson's 1998 Form 10-K,
Exhibit 3(a).
4.3 Rights Agreement dated as of November 1, 1998,
incorporated by reference to Emerson's Form 8-A, dated
October 6, 1998, Exhibit 1.
4.4 Bylaws of Emerson, incorporated by reference to Emerson's
1998 Form 10-K, Exhibit 3(b).
5.1 Opinion of Counsel of Emerson Electric Co.
23.1 Consent of KPMG LLP.
24.1 Power of Attorney (included in Signature Page).
EXHIBIT 5.1
[Letterhead of Emerson Electric Co.]
February 18, 1999
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, 71,106 shares
of Common Stock of the Company ("Shares") which may be purchased
pursuant to the Astec (BSR) Plc 1991 Senior Executive Share Option
Scheme and the Astec (BSR) Plc United States Senior Executive Share
Option Scheme (collectively, the "Astec Plans"), including 71,106
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
and to the reference to our firm under the heading "Experts" in the
offering circular.
/s/ KPMG LLP
St. Louis, Missouri
February 16, 1999
