<PAGE> 1
Registration No. 33-
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As filed with the Securities and Exchange Commission
on March 31, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ESTERLINE TECHNOLOGIES CORPORATION
----------------------------------
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-2595091
-------- ----------
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
10800 N.E. 8th Street, Bellevue, Washington 98004
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(Address of Principal Executive Offices)
ESTERLINE TECHNOLOGIES CORPORATION NON-EMPLOYEE
DIRECTORS' STOCK COMPENSATION PLAN
----------------------------------
(Full title of the Plan)
ROBERT W. STEVENSON, Executive Vice President and
Chief Financial Officer
Esterline Technologies Corporation
10800 N.E. 8th Street, Bellevue, Washington 98004
(206)453-9400
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.20 par value,
not subject to
outstanding
options 50,000 shares $16.0625(1) $803,125(1) $276.94
-------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933. The
calculation of the registration fee is based upon a share price of
$16.0625 which was the average of high and low prices of Esterline
Technologies Corporation common stock on March 29, 1995, as reported
by the New York Stock Exchange, Inc.
Page 1 of 19 pages
Exhibit Index appears at page 12
<PAGE> 2
PROSPECTUS
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ESTERLINE TECHNOLOGIES CORPORATION
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2,752 SHARES
COMMON STOCK
PAR VALUE $.20 PER SHARE
This Prospectus relates to the offer and sale of up to 2,752 shares
(the "Shares") of common stock, par value $.20 per share ("Common Stock"), of
Esterline Technologies Corporation (the "Company") acquired by
Gilbert W. Anderson, John F. Clearman, Edwin I. Colodny, E. John Finn,
Robert F. Goldhammer, Jerome J. Meyer, Paul G. Schloemer and Malcolm T.
Stamper (the "Selling Shareholders") pursuant to awards under the Esterline
Technologies Corporation Non-Employee Directors' Stock Compensation Plan (the
"Plan").
All or a portion of the Shares may be sold by the Selling Shareholders
from time to time at market prices prevailing at the time of sale or at
negotiated prices, and without payment of any underwriting discount or
commission except for the usual and customary selling commissions paid to
brokers or dealers.
The Company will not receive any of the proceeds from the sale of the
Shares.
The Common Stock is listed for trading on the New York Stock Exchange
under the symbol ESL. On March 29, 1995, the closing price of the Common
Stock was $16.00.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or after the dates
as of which information is set forth herein. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities to which this Prospectus relates in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such jurisdiction.
----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------------
The date of this Prospectus is March 31, 1995.
2
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at
the Regional Offices of the Commission: Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60621 and Suite 1300, Seven
World Trade Center, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference in this Prospectus:
(1) The Company's annual report on Form 10-K for the fiscal year
ended October 31, 1994 (the "1994 Form 10-K") filed pursuant to Section 13(a)
or 15(d) of the Exchange Act.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the period to which the 1994 Form 10-K relates.
(3) The description of the Common Stock contained in the Company's
registration statement on Form 8-A.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from
the date of filing of such documents. See "Available Information". Any
statement contained herein or in a document incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained in any subsequently filed document
incorporated herein by reference modifies or replaces such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
3
<PAGE> 4
A copy of any and all information that has been incorporated by
reference in this Prospectus (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates) will be provided without charge to each person to whom this
Prospectus is delivered, upon oral or written request by such person to
Robert W. Stevenson, Executive Vice President and Secretary, Esterline
Technologies Corporation, 10800 N.E. 8th Street, Bellevue, Washington 98004,
telephone (206) 453-9400.
THE COMPANY
The Company's principal executive offices are located at 10800 N.E.
8th Street, Bellevue, Washington 98004 and its telephone number is
(206) 453-9400.
CERTAIN INFORMATION CONCERNING THE SELLING SHAREHOLDERS
Each of the Selling Shareholders is a director of the Company and,
within the last three years, none of the Selling Shareholders has held any
position or office with the Company or had any other material relationship
with the Company other than serving as a director of the Company.
The following table sets forth certain information concerning the
Common Stock holdings of the Selling Shareholders as of March 29, 1995.
<TABLE>
<CAPTION>
Minimum Number
of Shares of
Maximum Common Stock
Shares of Number of Beneficially
Common Stock Shares of Owned after
Beneficially Common Stock Completion of
Owned(1) to be Sold the Offering(2)
--------- ---------- ---------------
<S> <C> <C> <C>
Gilbert W. Anderson 3,466 344 3,122
John F. Clearman 5,344 344 5,000
Edwin I. Colodny 2,344 344 2,000
E. John Finn 18,344 344 18,000
Robert F. Goldhammer 11,094 344 10,750
Jerome J. Meyer 1,344 344 1,000
Paul G. Schloemer 1,344 344 1,000
Malcolm T. Stamper 1,344 344 1,000
</TABLE>
(1) Each Selling Shareholder (or spouse, where applicable) has sole
voting and investment power.
(2) None of the Selling Shareholders will own one percent or more of
the Common Stock after the completion of the offering.
4
<PAGE> 5
PLAN OF DISTRIBUTION
All or a portion of the Shares may be sold by the Selling Shareholders
from time to time on the New York Stock Exchange at market prices prevailing
at the time of sale, or at negotiated prices, and without payment of any
underwriting discount or commission except for the usual and customary selling
commissions paid to brokers or dealers. All or a portion of the Shares may
also be sold in compliance with Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act").
RECENT DEVELOPMENTS
No material changes in the Company's affairs have occurred since the
end of the fiscal year to which the 1994 Form 10-K relates that have not been
described in a report on Form 10-Q or Form 8-K filed under the Exchange Act.
OTHER INFORMATION
The Company has filed with the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, a registration statement under the Securities Act on
Form S-8 with respect to the Plan and with respect to the shares of Common
Stock to be issued pursuant to the Plan. This Prospectus does not contain all
of the information set forth in such registration statement and exhibits
thereto. The summary of the Plan contained in this Prospectus does not
purport to be complete, and reference is made to the Plan (which is filed as
an exhibit to the registration statement) for full statements of its terms and
provisions. The registration statement and the exhibits may be inspected
without charge at the principal office of the Commission in Washington, D.C.,
and copies of all or any part of it may be obtained from the Commission upon
payment of fees prescribed by the Commission.
5
<PAGE> 6
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by the Company with the Commission
are hereby incorporated by reference herein:
(a) The Company's Annual Report on Form 10-K for its fiscal year
ended October 31, 1994, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Company's Annual
Report referred to in (a) above.
(c) The description of the Company's securities contained in the
Company's Registration Statement on Form 8-A.
(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the termination of the offering of the Common Stock pursuant to the Plan
described herein shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
-------
The Company's Certificate of Incorporation provides that a director
of the Company shall not incur any personal liability to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director
and provides for indemnification of the Company's directors to the fullest
extent authorized by the Delaware General Corporation Law. The Delaware
General Corporation Law includes a
6
<PAGE> 7
provision (Section 145 of the Delaware General Corporation Law) that permits
a corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for his or her acts or omissions as a
director, so long as the director acted in good faith and in a manner which
he or she reasonably believes to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
In addition, the Company's Certificate of Incorporation provides that
any director, officer, employee or agent (hereinafter collectively defined as
an "Agent") of the Company shall be indemnified, by the Company, against any
personal liability to the Company or its shareholders for monetary damages for
breach of duty as a director and provides for indemnification of the Company's
Agents to the fullest extent authorized by the Delaware General Corporation
Law provided such agents' actions were authorized by the Company's board of
directors. The Delaware General Corporation Law includes a provision
(Section 145 of the Delaware General Corporation Law) that permits a
corporation to limit the liability of an Agent, so long as such person acted
in good faith and in a manner which he or she reasonably believes to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Additionally, the Certificate of Incorporation provides
that no indemnification shall be allowed where the Agent is adjudged liable
to the Company unless a court determines that the circumstances of the case
indicate the Agent is fairly and reasonably entitled to indemnification.
The Certificate of Incorporation of the Company also may require the
Company to pay or reimburse, in advance of final disposition of a proceeding,
reasonable expenses incurred by a present or former Agent made a party to a
proceeding by reason of his or her status as an Agent, provided that the
Company shall have received a written undertaking by or on his behalf to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met. The Delaware General
Corporation Law includes a provision (Section 145 of the Delaware General
Corporation Law) that authorizes a corporation's Board of Directors to award
or grant, indemnity to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended.
In addition, it is anticipated that the Company will maintain
directors' and officers' liability insurance coverage.
Item 7. Exemption from Registration Claimed.
-------
On March 15, 1995, pursuant to the Esterline Technologies Corporation
Non-Employee Directors' Stock Compensation Plan, the Company issued a total
of 2,752 shares of its common stock, par value $.20 per share, to directors of
the Company who are not employees of the Company, a total of eight persons,
without receiving any payment therefor, in reliance on the exemption provided
by Section 4(2) of the Securities Act of 1933, as amended, for transactions by
an issuer not involving any public offering. This registration statement
includes a reoffer prospectus relating to such shares prepared in accordance
with the requirements of Part I of Form S-3.
7
<PAGE> 8
Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
5 Opinion of Bogle & Gates
10 Esterline Technologies Corporation
Non-Employee Directors' Stock
Compensation Plan
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Bogle & Gates (See Exhibit 5)
24 Power of Attorney (See page 10)
</TABLE>
Item 9. Undertakings.
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(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 period)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the 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.
8
<PAGE> 9
(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 Section 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.
(h) 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 of
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.
9
<PAGE> 10
SIGNATURE OF ISSUER
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 City of Bellevue and State of Washington,
on this 8th day of March, 1995.
ESTERLINE TECHNOLOGIES CORPORATION
By /s/ Robert W. Stevenson
------------------------------
Robert W. Stevenson, Executive
Vice President and Chief
Financial Officer, Secretary
and Treasurer
SIGNATURES OF OFFICERS AND DIRECTORS
AND POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature
appears below hereby constitutes and appoints Wendell P. Hurlbut and
Robert W. Stevenson, or either of them, his or her true and lawful
attorneys-in-fact and agents. Each is so appointed with full power of
substitution and resubstitution, for the signator and in the signator's
name, place and stead, in any and all capacities, to sign any or all
amendments or post-effective amendments 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. The signator further
grants unto each of said attorneys-in-fact and agents full power to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that any
one or more of 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, the
registration statement has been signed by the following persons in the
capacities and on the date indicated.
10
<PAGE> 11
<TABLE>
<S> <C>
/s/ Wendell P. Hurlbut Date: March 8, 1995
-----------------------------
Wendell P. Hurlbut, Director,
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
-----------------------
/s/ Robert W. Stevenson Date: March 8, 1995
Robert W. Stevenson, Executive
Vice President and Chief
Financial Officer, Secretary
and Treasurer (Principal
Financial and Accounting
Officer)
-----------------------
/s/ Gilbert W. Anderson Date: March 8, 1995
Gilbert W. Anderson, Director
-----------------------
/s/ John F. Clearman Date: March 8, 1995
John F. Clearman, Director
-----------------------
/s/ Edwin I. Colodny Date: March 8, 1995
Edwin I. Colodny, Director
-----------------------
/s/ E. John Finn Date: March 8, 1995
E. John Finn, Director
-----------------------
/s/ Robert F. Goldhammer Date: March 8, 1995
Robert F. Goldhammer, Director
-----------------------
/s/ Jerome J. Meyer Date: March 8, 1995
Jerome J. Meyer, Director
-----------------------
/s/ Paul G. Schloemer Date: March 8, 1995
Paul G. Schloemer, Director
-----------------------
/s/ Malcolm T. Stamper Date: March 8, 1995
Malcolm T. Stamper, Director
</TABLE>
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Page
-------------- ------- ----
<S> <C> <C>
5 Opinion of Bogle & Gates 13
10 Esterline Technologies Corporation
Non-Employee Directors' Stock
Compensation Plan 15
23.1 Consent of Deloitte & Touche LLP 19
23.2 Consent of Bogle & Gates 13
(See Exhibit 5)
24 Power of Attorney 10
(See page 10)
</TABLE>
12
<PAGE> 1
March 30, 1995
Esterline Technologies Corporation
10800 N.E. 8th Street
Bellevue, Washington 98004
Dear Sirs:
We are delivering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Esterline Technologies
Corporation (the "Company") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to an aggregate of 50,000 shares, par value $.20 per share,
of common stock of the Company (the "Shares"). 47,248 of the Shares are to
be offered pursuant to the terms of the Esterline Technologies Corporation
Non-Employee Directors' Stock Compensation Plan (the "Plan") to participants
in the Plan (the "Participants"), and 2,752 of the Shares are to be reoffered
by the Participants.
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments relating to the incorporation of the Company and
to the authorization and issuance of the Shares, and have made such
investigations of law, as we have deemed necessary and advisable.
Based upon the foregoing and having due regard for such legal
questions as we have deemed relevant, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware; and
2. The Shares have been duly authorized and, when issued, awarded and
delivered by the Company to the Participants, pursuant to the terms
of the Plan, constituted or will constitute duly authorized, validly
issued, fully paid and nonassessable shares of common stock of the
Company.
1
<PAGE> 2
Esterline Technologies Corporation
March 30, 1995
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above, to the reference to our firm in the
summary of the Plan provided to the Participants, which, together with the
documents incorporated by reference in the Registration Statement, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act, and to the reference to our firm in the Form S-3 reoffer prospectus
relating to the Shares to be reoffered by the Participants.
Very truly yours,
/s/ BOGLE & GATES
-----------------
Bogle & Gates
<PAGE> 1
EXHIBIT 10
ESTERLINE TECHNOLOGIES CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN
This Non-Employee Directors' Stock Compensation Plan (the "Plan") provides for
the award (each an "Award" and collectively the "Awards") of shares of Common
Stock, $.20 par value (the "Common Stock"), of Esterline Technologies
Corporation, a Delaware corporation (the "Company").
1. PURPOSE.
The purpose of this Plan is to compensate non-employee directors of the
Company.
2. ELIGIBILITY.
Persons eligible to receive options under this Plan shall be directors of the
Company who are not otherwise employed by the Company or any Related
Corporation (the "Non-Employee Directors" or "Non-Employee Director").
As used in this Plan, the term "Related Corporation," when referring to a
subsidiary corporation, shall mean any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if, at the
time an Award is granted, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock of one of
the other corporations in such chain. When referring to a parent corporation,
the term "Related Corporation" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at
the time an Award is awarded, each of the corporations other than the Company
owns stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock of one of the other corporations in such chain.
3. STOCK.
Subject to approval of the Plan by shareholders of the Company, on the first
business day following each annual meeting of shareholders of the Company at
which directors of the Company are elected (commencing with the Annual Meeting
of Shareholders of the Company held in fiscal 1995), each person who is then
a Non-Employee Director of the Company shall be awarded shares of the
Company's authorized but unissued, or reacquired, Common Stock with an
aggregate Fair Market Value of $5,000. Each Award shall consist of that
number of shares of Common Stock determined by dividing $5,000 by the price
per share at which the Company's Common Stock last traded on the New York
Stock Exchange on the date of such annual meeting of shareholders. Awards of
a maximum of 50,000 shares of Common Stock in the aggregate may be granted
pursuant to the Plan, subject to adjustment as set forth in Section 4(c)
hereof.
-1-
<PAGE> 2
EXHIBIT 10
4. TERMS AND CONDITIONS OF AWARDS.
(a) TRANSFER OF AWARD.
The shares of Common Stock awarded under this Plan and the rights and
privileges conferred by this Plan may not be transferred, assigned or pledged
in any manner (whether by operation of law or otherwise) for at least six
months from the date of an Award, other than by will or by applicable laws of
descent and distribution or pursuant to a qualified domestic relations order,
as defined by the Internal Revenue Code of 1986, as amended (the "Code"), or
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or the rules and regulations thereunder, and shall not be subject to
execution, attachment or similar process. Any attempt to transfer, assign,
pledge or otherwise dispose of any such shares or of any right or privilege
conferred by this Plan contrary to the provisions hereof, or any attempt to
sell, levy or any attachment or similar process upon the rights and privileges
conferred by this Plan will be null and void.
(b) SECURITIES REGULATION; "GROSS-UP" PAYMENTS; TAX WITHHOLDING.
(1) Shares of Common Stock shall not be issued with respect to an Award
unless the issuance and delivery of such shares shall comply with all relevant
provisions of law, including, without limitation, any applicable state
securities laws, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the rules and
regulations thereunder (including, without limitation, Rule 16b-3 under
the Exchange Act) and the requirements of any stock exchange upon which such
shares may then be listed, and such issuance shall be further subject to the
approval of counsel for the Company with respect to such compliance, including
the availability of an exemption from registration for the issuance of such
shares. The inability of the Company to obtain from any regulatory body the
authority deemed by the Company to be necessary for the lawful issuance of
any shares under this Plan, or the unavailability of an exemption from
registration for the issuance of any shares under this Plan, shall relieve
the Company of any liability with respect to the non-issuance of such shares.
As a condition to the issuance of such shares, the Company may require a
Non-Employee Director to represent and warrant in writing at the time of such
issuance that the shares will be held only for investment and without any
then-present intention to sell or distribute such shares. At the option of
the Company, a stop-transfer order against such shares may be placed on the
stock books and records of the Company, and a legend indicating that the
shares may not be pledged, sold or otherwise transferred unless an opinion
of counsel is provided stating that such transfer is not in violation of
any applicable law or regulation, may be stamped on the certificates
representing such shares in order to assure an exemption from registration.
The Company also may require such other documentation as may from time to
time be necessary to comply with federal and state securities laws.
THE COMPANY HAS NO OBLIGATION TO UNDERTAKE REGISTRATION OF THE SHARES OF
COMMON STOCK ISSUABLE UNDER THIS PLAN.
-2-
<PAGE> 3
EXHIBIT 10
(2) In connection with each Award, the Company shall pay Non-Employee
Directors cash or immediately available funds representing the federal income
tax liabilities which might be imposed upon such Non-Employee Directors with
respect to such Awards, computed as follows: The sum of $5,000 divided by
(1 minus the maximum federal income tax rate for individuals per Section 1 of
the Code) minus $5,000.
(3) As a condition to the issuance of any shares of Common Stock awarded
under this Plan, each Non-Employee Director shall make such arrangements as
the Company may require for the satisfaction of any federal, state or local
withholding tax obligations that may arise in connection with such issuance.
(4) The issuance, transfer or delivery of certificates representing shares
of Common Stock awarded under this Plan may be delayed, at the discretion of
the Board, until the Company is satisfied that the applicable requirements of
the federal and state securities laws and the withholding provisions of the
Code have been met.
(c) SIGNIFICANT TRANSACTIONS; ADJUSTMENTS.
(1) If (i) the Company shall at any time be involved in a transaction
described in Section 424(a) of the Code (or any successor provision) or any
"corporate transaction" described in the regulations thereunder; (ii) the
Company shall declare a dividend payable in, or shall subdivide or combine,
its Common Stock or (iii) any other event with substantially the same effect
shall occur, the number of shares of Common Stock available under Section 3
of this Plan shall automatically be increased or decreased, as the case may
be, proportionately, without further action on the part of the Company or
the Company's shareholders.
(2) The grant of shares of Common Stock under this Plan shall not affect in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge, consolidate or dissolve, to liquidate or to sell or
transfer all or any part of its business or assets.
5. EFFECTIVE DATE; TERM.
Subject to approval of this Plan by shareholders of the Company, this Plan
shall be effective as of the date it is approved by the Board and Awards may
be granted in accordance with this Plan until the earlier of the following:
(1) the Plan is terminated by the Company or (2) no further shares are
available for grant hereunder. If there are insufficient shares available
to satisfy in full the number of shares of Common Stock to be included in
each Award pursuant to Section 3, then the remaining number of shares
available for award hereunder shall be awarded to the Non-Employee
Directors on a pro rata basis.
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<PAGE> 4
EXHIBIT 10
6. AMENDMENT OF PLAN.
The Company may, at any time, modify, amend or terminate this Plan, including,
without limitation, such modifications or amendments as are necessary to
maintain compliance with applicable statutes, rules or regulations; provided,
that: (i) the approval of the holders of a majority of the Company's
outstanding shares of voting capital stock represented at a meeting at which
a quorum is present is required for any amendment that will permit Awards to
a class of persons other than those currently eligible to receive Awards
under this Plan or that would cause this Plan to no longer comply with
Rule 16b-3 under the Exchange Act, as amended, or any successor rule or
other regulatory requirements; and (ii) this Plan shall not be amended more
than once every six (6) months, other than to comport with changes in the
Code, ERISA, or the rules thereunder.
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<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated March 31, 1995 regarding the Esterline Technologies Corporation
Non-Employee Directors' Stock Compensation Plan (the "Plan"), in the
prospectus for the Plan dated March 31, 1995, and in the re-offer prospectus
relating to shares awarded under the Plan dated March 31, 1995, of our report
dated December 5, 1994 appearing on page 44 of the Esterline Technologies
Corporation Annual Report to Shareholders for the year ended October 31, 1994,
which is incorporated by reference into the Annual Report on Form 10-K for
Esterline Technologies Corporation for the year ended October 31, 1994.
/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP
Seattle, Washington
March 30, 1995
