As filed with the Securities and Exchange Commission on July 3, 1997.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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FARREL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2689245
(State of Incorporation) (I.R.S. Employer
Identification No.)
25 Main Street
Ansonia, Connecticut 06401
(Address of principal executive offices) (Zip Code)
FARREL CORPORATION
1997 EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the Plan)
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Peter L. Hess, Esq.
General Counsel and Secretary
Farrel Corporation
25 Main Street
Ansonia, Connecticut 06401
(Name and address of agent for service)
(203) 736-5500
(Telephone number, including area code, of agent for service)
Copy to:
Glenn J. Angiolillo, Esq.
Cummings & Lockwood
Four Stamford Plaza
P.O. Box 120
Stamford, Connecticut 06904-0120
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share* Price* Fee
Common Stock, 500,000 $3.25 $1,625,000 $492.42
par value shares
$0.01 shares
* Calculated pursuant to Rule 457(h) of the rules and regulations under the
Securities Act of 1933 solely for the pur-pose of calculating the amount of
registration fee, based upon the average of the high and low price of a share
of Common Stock of Farrel Corporation on The Nasdaq Stock Market, Inc. on June
30, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement relates to the offer and sale by
Farrel Corporation, a Delaware corporation (the "COMPANY"), of up to
500,000 shares of its Common Stock, par value $.01 per share (the "COMMON
STOCK"), which may be sold upon exercise of options granted pursuant to
the Farrel Corporation 1997 Employees' Stock Purchase Plan (the "PLAN").
The documents containing the information specified in Part I of
the Form S-8 registration statement under the Securities Act of 1933
(the "1933 ACT") are not being filed as part of this Registration
Statement in accordance with the Note to Part I of the Form S-8
registration statement but will be sent or given to employees receiving
options under the Plan in accordance with Rule 428(b)(1) under the 1933
Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities
and Exchange Commission (the "COMMISSION") are incorporated in this
Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1996;
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
3. The Company's Notice of 1997 Annual Meeting of
Stockholders and Proxy Statement dated April 30, 1997;
4. The Company's Current Report on Form 8-K dated June 18,
1997; and
5. The description of the Common Stock contained in the
Company's Registration Statement on Form S-8 (Commission File No. 33-
48193).
All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "1934 ACT") after the date of this Registration Statement and
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 of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Company's certificate of
incorporation provides that no director of the Company shall be liable to
the Company or its stockholders
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for monetary damages for breach of the director's fiduciary duty as a
director, except for liability for (i) breach of a director's duty of
loyalty to the Company or its stockholders, (ii) acts or omissions not in
good faith or involving intentional misconduct or knowing violations of
law, (iii) willful or negligent misconduct in paying dividends or
repurchasing stock out of other than lawfully available funds, or (iv)
any transaction from which the director derives improper personal
benefit. Article Seventh of the Company's certificate of incorporation
also provides that if the Delaware General Corporation Law (the "DGCL")
is amended to authorize the elimination or further limitation of the
personal liability of directors, then the liability of a director of the
Company shall be limited to the fullest extent permitted by the DGCL, as
so amended.
Article X of the Company's By-laws provides as follows:
ARTICLE X: INDEMNIFICATION AND INSURANCE
SECTION 1. INDEMNIFICATION.
(a) As provided in the Certificate of Incorporation,
to the fullest extent permitted by the General Corporation Law
of the State of Delaware as the same exists or may hereafter
be amended, a director of this Corporation shall not be liable
to the Corporation or its stockholders for breach of fiduciary
duty as a director.
(b) Without limitation of any right conferred by
paragraph (a) of this Section 1, each person who was or is
made a party or is threatened to be made a party to or is
otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "PROCEEDING"),
by reason of the fact that he or she is or was a director,
officer or employee of the Corporation or is or was serving at
the request of the Corporation as a director, officer or
employee of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an
"INDEMNITEE"), whether the basis of such proceeding is alleged
action in an official capacity while serving as a director,
officer or employee or in any other capacity while serving as
a director, officer or employee, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized
by the General Corporation Law of the State of Delaware, as
the same exists or may hereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all expense,
liability and loss (including attorneys' fees, judgments,
fines, excise taxes or amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a director, officer or
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employee and shall inure to the benefit of the indemnitee's
heirs, testators, intestates, executors and administrators;
PROVIDED, HOWEVER, that such person 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 a
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful; PROVIDED FURTHER, HOWEVER,
that no indemnification shall be made in the case of an
action, suit or proceeding by or in the right of the
Corporation in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such
director, officer, employee, or agent is liable to the
Corporation, unless a court having jurisdiction shall
determine that, despite such adjudication, such person is
fairly and reasonably entitled to indemnification; PROVIDED
FURTHER, HOWEVER, that, except as provided in Section 1(c) of
this Article X with respect to proceedings to enforce rights
to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part
thereof) initiated by such indemnitee was authorized by the
Board of Directors of the Corporation. The right to
indemnification conferred in this Article X shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an
"ADVANCEMENT OF EXPENSES"); PROVIDED, HOWEVER, that, if the
General Corporation Law of the State of Delaware requires, an
advancement of expenses incurred by an indemnitee in his or
her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to any
employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking (hereinafter an "UNDERTAKING"),
by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to
appeal (hereinafter a "FINAL ADJUDICATION") that such
indemnitee is not entitled to be indemnified for such expenses
under this Section or otherwise.
(c) If a claim under Section (b) of this Article X
is not paid in full by the Corporation within 60 days after a
written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which
case the applicable period shall be 20 days, the indemnitee
may at any time thereafter bring suit against the Corporation
to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to
the terms of any undertaking, the indemnitee shall be entitled
to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought
by the indemnitee to enforce a right to an advancement of
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expenses) it shall be a defense that, and (ii) in any suit by
the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met the applicable standard of
conduct set forth in the General Corporation Law of the State
of Delaware. Neither the failure of the Corporation
(including the Board of Directors, independent legal counsel,
or the stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the
indemitee is proper in the circumstances because the
indemnitee has met the applicable standard of conduct set
forth in the General Corporation Law of the State of Delaware,
nor an actual determination by the Corporation (including the
Board of Directors, independent legal counsel or the
stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or,
in the case of such a suit brought by the indemnitee, be a
defense to such suit. In any suit brought by the indemnitee
to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of
expenses, under this Section or otherwise shall be on the
Corporation.
(d) The rights to indemnification and to the
advancement of expenses conferred in this Article X shall not
be exclusive of any other right which any person may have or
hereafter acquire under any statute, the Certificate of
Incorporation, agreement, vote of stockholders or
disinterested directors or otherwise.
SECTION 2. INSURANCE. The Corporation may purchase
and maintain insurance, at its expense, to protect itself and
any person who is or was a director, officer, employee or
agent of the Corporation, or any person who is or was serving
at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the
State of Delaware.
The Company has also agreed to indemnify each director and
officer pursuant to an Indemnification Agreement with such director or
officer from and against any and all expenses, losses, claims, damages
and liabilities incurred by such director or officer for or as a result
of action taken or not taken while such director or officer was acting in
his capacity as a director, officer, employee or agent of the Company.
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In addition, pursuant to authority granted by Section 145 of
the DGCL, the Company maintains directors and officers liability insurance
policy with a one-year term and policy limits of $10,000,000 for a period
extending from January 14, 1997 to January 14, 1998 covering all
directors and officers of the Company and issued by Virginia Surety.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit 4(a) Credit Agreement between Farrel Corporation, Chase Manhattan
Bank of Connecticut, N.A. and Chase Manhattan Bank N.A.
London, dated March 20, 1993 (incorporated by reference to
Exhibit 4(a) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992 (Commission File No.
0-19703)).
Exhibit 4(b) Extension of Credit Agreement, dated October 31, 1995, to
the Credit Agreement between Farrel Corporation, Chase
Manhattan Bank of Connecticut, N.A. and Chase Manhattan
Bank N.A. London, dated March 20, 1993 (incorporated by
reference to Exhibit 4(b) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995
(Commission File No. 0-19703)).
Exhibit 5 Opinion of Cummings & Lockwood.
Exhibit 23(a) Consent of Ernst & Young LLP.
Exhibit 23(b) Consent of Cummings & Lockwood (included as part of Exhibit
5 hereto).
Exhibit 24 An applicable Power of Attorney is set forth under
"Signatures" in this Registration Statement.
Exhibit 99 Farrel Corporation 1997 Employees' Stock Purchase Plan
(incorporated by reference to Exhibit B to the Company's
Notice of 1997 Annual Meeting of Stockholders and Proxy
Statement dated April 30, 1997).
ITEM 9. Undertakings.
a) The Company hereby undertakes:
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(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 1933 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;
(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 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 Company pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining any liability
under the 1933 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 Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 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.
h) Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the 1933 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any
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action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Company 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 1933 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
Company 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 Ansonia, State of Connecticut,
on June 26, 1997.
FARREL CORPORATION
By /S/ ROLF K. LIEBERGESELL
------------------------------------
Rolf K. Liebergesell
Chairman of the Board, President
and Chief Executive Officer
Each person whose signature appears below appoints Rolf K.
Liebergesell, Catherine M. Boisvert and Peter L. Hess, any of whom may
act without joinder of the others, as his or her true and lawful
attorneys-in-fact and agents 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 and all amendments (including post-
effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said 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 or she
might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them or their 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 and on the dates indicated.
/S/ ROLF K. LIEBERGESELL JUNE 26, 1997
- -------------------------------- ---------------------------
Rolf K. Liebergesell Date
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
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/S/ CATHERINE M. BOISVERT JULY 1, 1997
- -------------------------------- ---------------------------
Catherine M. Boisvert Date
Vice President and Controller
(Principal Accounting and Financial
Officer)
/S/ HOWARD J. AIBEL JUNE 26, 1997
- -------------------------------- ---------------------------
Howard J. Aibel Date
Director
/S/ GLENN J. ANGIOLILLO JUNE 26, 1997
- -------------------------------- ---------------------------
Glenn J. Angiolillo Date
Director
/S/ CHARLES S. JONES JUNE 26, 1997
- -------------------------------- ---------------------------
Charles S. Jones Date
Director
/S/ JAMES A. PURDY JUNE 26, 1997
- -------------------------------- ---------------------------
James A. Purdy Date
Director
/S/ ALBERTO SHAIO JUNE 26, 1997
- -------------------------------- ---------------------------
Alberto Shaio Date
Director
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF DOCUMENTS
4(a) Credit Agreement between Farrel Corporation,
Chase Manhattan Bank of Connecticut, N.A. and
Chase Manhattan Bank N.A. London, dated March
20, 1993 (incorporated by reference to Exhibit
4(a) to the Company's Annual Report on Form 10-
K for the year ended December 31, 1992
(Commission File No. 0-19703)).
4(b) Extension of Credit Agreement, dated October
31, 1995, to the Credit Agreement between
Farrel Corporation, Chase Manhattan Bank of
Connecticut, N.A. and Chase Manhattan Bank N.A.
London, dated March 20, 1993 (incorporated by
reference to Exhibit 4(b) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1995 (Commission File No. 0-
19703)).
5 Opinion of Cummings & Lockwood.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Cummings & Lockwood (Included as
part of Exhibit 5 hereto).
24 An applicable Power of Attorney is set forth
under "Signatures" in this Registration
Statement.
99 Farrel Corporation 1997 Employees' Stock Purchase
Plan (incorporated by reference to Exhibit B to
the Company's Notice of 1997 Annual Meeting of
Stockholders and Proxy Statement dated April 30,
1997).
EXHIBIT 5
Cummings & Lockwood
A Partnership of Professional Corporations
Four Stamford Plaza
P.O. Box 120
Stamford, CT 06904-0120
203-327-1700
Fax 203-351-4535
July 3, 1997
Farrel Corporation
25 Main Street
Ansonia, Connecticut 06401
Re: Farrel Corporation - Registration Statement of Form S-8
Dear Sirs:
We have acted as counsel to Farrel Corporation, a Delaware corporation (the
"COMPANY"), in connection with its registration statement on Form S-8 being
filed on the date hereof (the "REGISTRATION STATEMENT") relating to 500,000
shares (the "SHARES") of Common Stock, $0.01 par value (the "COMMON
STOCK"), of the Company which may be issued pursuant to the Company's 1997
Employees' Stock Purchase Plan (the "1997 PLAN").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate
records, and other instruments as we have deemed necessary or appropriate
for the purpose of rendering this opinion, including: (a) the Certificate
of Incorporation of the Company in the form filed as Exhibit 3(a) to the
Company's Registration Statement of Form S-1 (Commission File No. 33-
43539); (b) the By-Laws of the Company in the form filed as Exhibit 3(b) to
the Company's Registration Statement of Form S-1 (Commission File No. 33-
43539); (c) the Registration Statement; (d) resolutions adopted by the
unanimous written consent of the Board of Directors of the Company relating
to the approval of the 1997 Plan certified by the Secretary of the Company;
(e) a certificate of the Secretary of the Company as to the vote of the
shareholders of the Company relating to the approval of the 1997 Plan; and
(f) the 1997 Plan.
Based upon the foregoing, we are of the opinion that the Shares will, upon
issuance in accordance with the provisions of the 1997 Plan, be validly
issued, fully paid, and nonassessable.
The opinion contained herein is qualified as follows. Pursuant to the 1997
Plan, the Company may use currently issued shares of Common Stock which it
owns or may hereafter acquire
<PAGE>
Farrel Corporation -2- July 3, 1997
to satisfy its obligation to deliver shares under the 1997 Plan in lieu of
issuing new shares. As an opinion with respect to any such treasury shares
which might be delivered to satisfy obligations under the 1997 Plan would
require a review of all issuances of stock by the Company from the date of
its incorporation, the opinion contained herein is intentionally and
specifically limited to those shares which may hereafter be issued by the
Company for delivery pursuant to the 1997 Plan.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to us under "Legality" in the
Prospectus constituting part of the Registration Statement.
Very truly yours,
/s/ CUMMINGS & LOCKWOOD
EXHIBIT 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
Form S-8 pertaining to the Farrel Corporation 1997 Employees' Stock Purchase
Plan of our reports dated February 10, 1997, with respect to the consolidated
financial statements and schedule of Farrel Corporation included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Stamford, Connecticut
June 30, 1997
