<PAGE> 1
As filed with the Securities and Exchange Commission on August 4, 1995.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
=======================
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
========================
EVEREST & JENNINGS INTERNATIONAL LTD.
(Exact name of issuer as specified in its charter)
Delaware 95-2536185
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1100 Corporate Square Drive
St. Louis, Missouri 63132
(Address of principal executive offices) (Zip Code)
EVEREST & JENNINGS 401(k) SAVINGS & INVESTMENT PLAN
---------------------------------------------------
(Full title of the Plan)
Bevil J. Hogg
President and Chief Executive Officer
Everest & Jennings International Ltd.
1100 Corporate Square Drive
St. Louis, Missouri 63132
(Name and Address of Agent for Service)
(314) 995-7000
(Telephone number, including area code, of Agent for Service)
-------------------------------------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share <F1> Price <F1> Fee <F1>
- ---------- ---------- ---------- ---------- ------------
<C> <C> <C> <C> <C>
Common Stock, $.01 par value 350,000 <F2> $.53 $185,500.00 $100
====================================================================================================
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein.
<PAGE> 2
- --------------
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee and based upon the average of the high
and low market prices of the Common Stock on the American Stock Exchange on August 2, 1995 pursuant to
Rule 457(h) and Section 6(c) of the Securities Act of 1933.
<F2> This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to
antidilution provisions.
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference as of their
respective dates of filing:
(a) Annual Report on Form 10-K of Everest & Jennings International
Ltd. (the "Company") for the year ended December 31, 1994, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995 filed pursuant to Section 13(a) of the
Exchange Act;
(c) The Company's Current Report on Form 8-K dated April 4, 1995,
filed pursuant to Section 13(a) of the Exchange Act; and
(d) The description of the Company's Common Stock which contained
in the Registration Statement on Form 8-A (File No. 0-3585) filed on
November 5, 1993 (which in turn cross references to the Company's
Proxy Statement dated February 13, 1992), pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company and the Plan 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 Common Stock offered
hereunder has been sold or which deregisters all Common Stock then remaining
unsold hereunder shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), the Company's Certificate of Incorporation limits the personal
liability of a director for monetary damages for violations of the director's
fiduciary duty, except (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the DGCL (providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or redemptions)
or (iv) for any transaction from which a director derived an improper personal
benefit.
<PAGE> 4
Article V of the Company's By-Laws provides that the Company will
indemnify any persons, including officers and directors, who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer or director of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity includes
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such officer, director, employee or
agent acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the corporation's best interests and, for criminal
proceedings, had no reasonable cause to believe that such conduct was unlawful.
The Company also is required to indemnify officers or directors of such
corporation, or persons serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including reasonable attorneys' fees) actually and reasonably
incurred in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation. Where an officer, director, employee or agent of a corporation is
successful on the merits or otherwise in the defense of any action referred to
above, the Company must indemnify such person against the expenses which such
officer, director, employee or agent of a corporation actually and reasonably
incurred.
The directors and officers of the Company are insured under a policy
of directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
The Company undertakes that it has submitted the Plan and any
amendment to the Internal Revenue Service ("IRS") and has made all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code.
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, as amended (the "Securities Act");
(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;
<PAGE> 5
(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 Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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, as
amended, 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 Ashland, St. Louis,
State of Missouri, on the 25th day of July, 1995.
EVEREST & JENNINGS INTERNATIONAL LTD.
By: /S/ BEVIL J. HOGG
---------------------------------
Bevil J. Hogg
President and Chief
Executive Officer
Each person whose signature appears below hereby appoints Bevil J.
Hogg and Timothy W. Evans, and each of them severally, as the undersigned's
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to execute in the undersigned's name, place and stead, any
amendments to the foregoing Registration Statement and to file the same with
the Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform, in the name and on behalf of each of the
undersigned, every act whatsoever necessary or desirable to be done, as fully
to all intents and purposes as the undersigned might or could do in person.
The undersigned each hereby ratifies and approves the acts of such attorneys
and each of them.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name Title Date
- ---- ----- ----
/S/BEVIL J. HOGG President; Chief Executive July 25, 1995
- --------------------- Officer and Director (principal
Bevil J. Hogg executive officer)
/S/ TIMOTHY W. EVANS Vice President, Secretary July 25, 1995
- --------------------- and Chief Financial
Timothy W. Evans Officer (principal financial
and accounting officer)
/S/ SANDRA L. BAYLIS Director July 25, 1995
- --------------------
Sandra L. Baylis
<PAGE> 7
/S/RODNEY F. PRICE Director July 25, 1995
- --------------------
Rodney F. Price
/S/ ROBERT C. SHERBURNE Director July 25, 1995
- -----------------------
Robert C. Sherburne
/S/ CHARLES D. YIE Director July 25, 1995
- --------------------
Charles D. Yie
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan 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 July 25, 1995.
EVEREST & JENNINGS 401(k) SAVINGS & INVESTMENT PLAN
By: /S/ CHERIE L. ANTONIAZZI
---------------------------------------------
Cherie L. Antoniazzi, Plan Administrator
Everest & Jennings 401(k) Savings &
Investment Plan
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4a. Certificate of Incorporation of the Company,
including all amendments thereto (incorporated by reference to
Exhibit 3(a) to the Company's Annual Report on Form 10-K filed
on March 27, 1992 and Exhibit 3(c) to the Company's Annual
Report on Form 10-K dated March 30, 1994)
4b. Bylaws of the Company (incorporated by reference
to Exhibit 3(b) to the Company's Annual Report on Form 10-K
filed on March 27, 1992)
5. Legal Opinion of Counsel
23a. Consent of Price Waterhouse LLP
b. Consent of Counsel - Contained in Exhibit 5
24. Power of Attorney (included on Signature Page)
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Exhibit 5
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
Washington, D.C. London, England
New York, New York Frankfurt Am Main, Germany
Kansas City, Missouri Riyadh, Saudi Arabia
Overland Park, Kansas Kuwait City, Kuwait
Phoenix, Arizona Dubai, United Arab Emirates
Los Angeles, California Hong Kong
Santa Monica, California Affiliated Office In Beijing
Irvine, California
August 2, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have acted as counsel to Everest & Jennings International Ltd., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, by means of a registration statement on
Form S-8 (the "Registration Statement"), of the 350,000 shares of the Company's
common stock, par value $.01 per share (the "Shares"), which may be purchased
pursuant to the Company's 401(k) Savings & Investment Plan (the "Plan") and an
indeterminate number of interests in the Plan (the "Interests").
As counsel for the Company, we have examined such corporate records of
the Company and such other instruments and considered such other matters of law
as we deemed necessary for the purposes of this opinion. On the basis of the
foregoing, we are of the opinion that the Shares and Interests have been duly
and validly authorized for issuance, and when issued, delivered and paid for in
accordance with the Plan, the Shares and the Interests will be legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ BRYAN CAVE LLP
BRYAN CAVE LLP
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Exhibit 23a
Consent of Independent Public Accounts
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 17, 1995, which
appears on page 21 of the Everest & Jennings International Ltd. Annual Report
on Form 10-K for the year ended December 31, 1994. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 58 of such Annual Report on Form 10-K.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
St. Louis, Missouri
August 3, 1995
