AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1998.
REGISTRATION NO. 333-
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 Registrant as Specified in Its Charter)
DELAWARE 13-2595091
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
10800 N.E. 8TH STREET
BELLEVUE, WASHINGTON 98004
(Address, Including Zip Code, of Principal Executive Offices)
ESTERLINE TECHNOLOGIES CORPORATION 1997 STOCK OPTION PLAN
(Full Title of the Plan)
ROBERT W. STEVENSON
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND SECRETARY
ESTERLINE TECHNOLOGIES CORPORATION
10800 N.E. 8TH STREET
BELLEVUE, WASHINGTON 98004
(Name and Address of Agent for Service)
(425) 453-9400
(Telephone Number, Including Area Code, of Agent for Service)
--------------------
COPY TO:
GREGG A. NOEL, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
SUITE 3400
LOS ANGELES, CALIFORNIA 90071
-----------------------------
<TABLE>
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGRE- AMOUNT OF REGISTRATION
BE REGISTERED REGISTERED PRICE PER SHARE (1) GATE OFFERING PRICE (1) FEE (1)
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<S> <C> <C> <C> <C>
Common Stock, par
value $.20 per share
(including Series A
Serial Preferred Stock
Purchase Rights) 400,000(2) $33.625 $13,450,000 $3,968
====================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as
amended (the "Securities Act"), on the basis of the average of the
high and low sale prices for a share of common stock (including Series
A Serial Preferred Stock Purchase Rights) of Esterline Technologies
Corporation ("Common Stock") on the New York Stock Exchange on
December 30, 1997.
(2) Plus such additional number of shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the Esterline
Technologies Corporation 1997 Stock Option Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 have been or will be sent or given to employees as specified by
Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, Esterline Technologies
Corporation, a Delaware corporation (the "Company"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(b) Annual Report on Form 10-K for the year ended
October 31, 1996;
(d) Quarterly Reports on Form 10-Q for the quarterly
periods ended January 31, 1997, April 30, 1997 and
July 31, 1997; and
(f) The description of the Common Stock which is
contained in the Company's Registration Statement
on Form 8-A, dated May 22, 1970 (File no. 0-3452).
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 herein and to be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference herein 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
that is or is deemed to be incorporated by reference herein modifies or
supersedes such previous statement. Any statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Section 145 of the
Delaware General Corporation Law (the "DGCL") provides that any person
may be indemnified by a Delaware corporation against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with any
threatened, pending, or completed action, suit, or proceeding in which
such person is made a party by reason of his or her being or having been
a director, officer, employee, or agent of the corporation. The statute
provides that indemnification pursuant to its provisions is not exclusive
of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise.
Article Eighth, Section 1 of the Company's Restated Certificate
of Incorporation provides that directors of the Company shall not be
liable to the Company or its shareholders for monetary damages for breach
of fiduciary duty as a director, except to the extent such exemption from
liability or limitation theories are expressly not permitted under the
DGCL, as amended from time to time.
Section 2 of said Article Eighth provides for indemnification of
each director and officer who was or is a party or is threatened to be
made a party to any action, suit or proceeding by virtue of his or her
position as a director or officer to the fullest extent authorized or
permitted by the DGCL, as amended from time to time. In addition, the
Company has insurance policies that provide liability coverage to
directors and officers while acting in that capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
4.1 Restated Certificate of Incorporation of the
Company, dated March 14, 1990, as amended by
Certificate of Amendment, dated March 14, 1990
(filed as Exhibit 19 to the Company's Quarterly
Report on Form 10-Q for the quarter ended
July 31, 1990 (File no. 1-6357) and incorporated
herein by reference).
4.2 Bylaws of the Company, as amended and restated as
of December 15, 1988 (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1988 (File no. 1-6357) and
incorporated herein by reference).
4.3 Form of Rights Agreement, dated as of
December 9, 1992, between the Company and Chemical Bank,
which includes as Exhibit A thereto the form of
Certificate of Designation, Preferences and Rights
of Series A Serial Preferred Stock and as Exhibit B
thereto the form of Rights Certificate (filed as
Exhibit 1 to the Company's Registration Statement
on Form 8-A filed December 17, 1992 (File no. 1-6357)
and incorporated herein by reference).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the legality of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP, independent
accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in its opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page
of this registration statement).
ITEM 9. UNDERTAKINGS.
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 and 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 20 percent 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, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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.
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.
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.
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 City of Bellevue, State of
Washington, on this 7th day of January, 1998.
ESTERLINE TECHNOLOGIES CORPORATION
By: /s/ Robert W. Stevenson
------------------------------------
Robert W. Stevenson
Executive Vice President,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Robert W. Stevenson his or her true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
to sign any or all amendments (including 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, granting unto said attorney-in-fact and agent
full power and authority 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 said attorney-in-fact, 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 the following
persons in the capacities indicated, on January 7th, 1998.
/s/ Wendell P. Hurlbut
_____________________________ Chairman of the Board and Chief
Wendell P. Hurlbut Executive Officer (Principal
Executive Officer)
/s/ Robert W. Stevenson
_____________________________ Executive Vice President, Chief
Robert W. Stevenson Financial Officer and Secretary
(Principal Financial Officer)
/s/ Robert D. George
_____________________________ Controller and Treasurer
Robert D. George (Principal Accounting Officer)
/s/ Richard R. Albrecht
_____________________________ Director
Richard R. Albrecht
/s/ Gilbert W. Anderson
_____________________________ Director
Gilbert W. Anderson
/s/ John F. Clearman
_____________________________ Director
John F. Clearman
/s/ Edwin I. Colodny
_____________________________ Director
Edwin I. Colodny
/s/ E. John Finn
_____________________________ Director
E. John Finn
/s/ Robert F. Goldhammer
_____________________________ Director
Robert F. Goldhammer
/s/ Jerome J. Meyer
_____________________________ Director
Jerome J. Meyer
/s/ Paul G. Schloemer
_____________________________ Director
Paul G. Schloemer
/s/ Malcolm T. Stamper
_____________________________ Director
Malcolm T. Stamper
<TABLE>
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EXHIBIT INDEX
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Exhibit No. Description Page
4.1 Restated Certificate of Incorporation of the Company,
dated March 14, 1990, as amended by Certificate of
Amendment, dated March 14, 1990 (filed as Exhibit 19 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1990 (File No. 1-6357) and
incorporated herein by reference).
4.2 Bylaws of the Company, as amended and restated as of
December 15, 1988 (filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended
October 31, 1988 (File No. 1-6357) and incorporated herein
by reference).
4.3 Form of Rights Agreement, dated as of December 9, 1992,
between the Company and Chemical Bank, which includes as
Exhibit A thereto the form of Certificate of
Designation, Preferences and Rights of Series A Serial
Preferred Stock and as Exhibit B thereto the form of
Rights Certificate (filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A filed
December 17, 1992 (File No. 1-6357) and incorporated herein
by reference).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the legality of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP, independent accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in its opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).
</TABLE>
EXHIBIT 5.1
[Skadden, Arps, Slate, Meagher & Flom LLP letterhead]
January 7, 1998
Esterline Technologies Corporation
10800 N.E. 8th Street
Bellevue, Washington 98004
Re: Esterline Technologies Corporation
Registration statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Esterline Technologies
Corporation, a Delaware corporation (the "Company"), in connection with
the filing with the Securities and Exchange Commission (the "Commission")
of its Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"),
covering 400,000 shares of common stock, par value $0.20 per share, of the
Company (the "Shares"), to be issued by the Company under the Esterline
Technologies Corporation 1997 Stock Option Plan (the "Plan"). Each share
includes one associated Series A Serial Preferred Stock Purchase Right (the
"Rights") issued pursuant to the Rights Agreement dated as of December 9,
1992, between the Company and Chemical Bank, as Rights Agent (the "Rights
Agreement").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Plan, (ii) the Restated Certificate
of Incorporation of the Company and the Bylaws of the Company, (iii) the
Registration Statement, (iv) the Rights Agreement and the exhibits
thereto, (v) copies of certain resolutions of the Board of Directors and the
shareholders of the Company relating to, among other things, the Shares, the
Plan and the Registration Statement, (vi) the form of certificate representing
the Shares and (vii) such records of the Company and such agreements, certi-
ficates of public officials, certificates of officers or other representatives
of the Company and others, and such other documents, certificates and records
as we have considered necessary or appropriate as a basis for the opinions
set forth herein.
In our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as conformed, certified or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be
executed by parties other than the Company, we have assumed that such
parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution
and delivery by such parties of such documents and that such documents
constitute or will constitute valid and binding obligations of such
parties. As to any facts material to the opinions expressed herein which
we have not independently established or verified, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and others.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act.
Members of our firm are admitted to the Bar in the State
of California and we express no opinion as to the laws of any other
jurisdiction other than the Delaware General Corporation Law.
Based upon and subject to the foregoing, and to the
limitations, qualifications, exceptions and assumptions set forth herein,
and assuming (i) the valid issuance of options pursuant to the Plan, (ii)
the conformity of the certificates representing the Shares to the form
thereof examined by us and (iii) the due execution and countersignature
of such certificates, we are of the opinion that upon the issuance and
sale of Shares and Rights upon the exercise of the options granted pursuant
to the Plan and receipt by the Company of the exercise price of such options,
in the manner contemplated by the Plan and the Registration Statement, and
subject to the Company completing all actions and proceedings required on
its part to be taken prior to the issuance of the Shares and the Rights
pursuant to the terms of the Plan and the Rights Agreement, the Shares
and the Rights will be validly issued, fully paid and nonassessable.
This opinion is furnished to you solely for your benefit
in connection with the filing of the Registration Statement and, except
as set forth in the next sentence, is not to be used, circulated, quoted
or otherwise referred to for any other purpose or relied upon by any
other person for any purpose without our prior express written consent.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do
not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules
and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference in this Registration
Statement of Esterline Technologies Corporation on Form S-8 and in the
Prospectus for the Esterline Technologies Corporation 1997 Stock Option
Plan of our reports dated December 11, 1996, appearing in and incorporated
by reference in the Annual Report on Form 10-K of Esterline Technologies
Corporation for the year ended October 31, 1996.
/s/ DELOITTE & TOUCHE LLP
Seattle, Washington
January 6, 1998
