Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE ALLEN GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
38-0290950
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122
(Address of principal executive offices including zip code)
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
(Full title of the plan)
ROBERT A. YOUDELMAN
Senior Vice President - Finance
The Allen Group Inc.
25101 Chagrin Boulevard
Beachwood, Ohio 44122
(Name and address of agent for service)
(216) 765-5800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
securities
to be
registered (1)(2)
Amount
to be
registered $500,000
Proposed
maximum
aggregate
offering
price per
share (3)(4) $16.25
Proposed
maximum
aggregate
offering
price (3) $8,125,000
Amount of
registration
fee $2,801.50
Common Stock,
$1.00 par value
per share
Preferred Stock
Purchase Rights
Index to Exhibits on Page 9
(1) Pursuant to Rule 416(c) under the Securities Act of
1933 (the "Securities Act"), this registration statement also
covers an indeterminate amount of interests to be offered pursuant
to The Allen Group Inc. Employee Before-Tax Savings Plan.
(2) Each share of Common Stock includes a Series B
Junior Participating Preferred Stock Purchase Right which, when
exercisable, entitles the holder to purchase 0.01 (subject to
adjustment in certain events) shares of Series B Junior
Participating Preferred Stock of the Registrant. Such Rights are
not currently exercisable or transferable independently of the
shares of Common Stock.
(3) Estimated pursuant to paragraphs (c) and (h) of Rule
457 under the Securities Act, on the basis of the average of the
high and low sale prices for a share of Common Stock on the New
York Stock Exchange--Composite Transactions Tape on April 29, 1994,
within five business days prior to filing.
(4) Estimated solely for the purpose of calculating the
registration fee.
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, THE ALLEN
GROUP INC., a Delaware corporation (the "Registrant") pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act"), and by
The Allen Group Inc. Before-Tax Savings Plan (the "Plan"), are
incorporated by reference in this registration statement
("Registration Statement").
(1) Registrant's Annual Report on Form 10-K for its
fiscal year ended December 31, 1993;
(2) Annual Report of the Plan on Form 11-K for the
fiscal year ended December 31, 1992;
and
(3) The description of the common stock, par value
$1.00 per share of the Registrant (the "Common Stock") contained in
the Registrant's Registration Statement on Form S-3 filed by the
Registrant on July 12, 1992 and declared effective on July 30, 1992
(Registration No. 33-48545) and the description of the Series B
Junior Participating Preferred Stock Purchase Rights contained in
the Registrant's Registration Statement on Form 8-A filed January
19, 1988 (File No. 1-6016), and any amendment or report filed for
the purpose of updating such information.
All documents subsequently filed by the Registrant and
the Plan pursuant to Sections 13, 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates
that all securities offered under the Plan have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and shall be deemed
to be a part hereof from the date of filing thereof. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes 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
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware
permits indemnification of directors, officers, employees and
agents of a corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement of
litigation under certain conditions and subject to certain
limitations.
The By-Laws, as amended, and the Restated Certificate of
Incorporation, as amended, of the Registrant provide that directors
and officers shall be indemnified against liabilities arising from
their service as directors and officers to the fullest extent
permitted by law.
The Registrant maintains, at its expense, a policy of
insurance which insures its directors and officers, subject to
certain exclusions or deductions as are usual in such insurance
policies, against certain liabilities which may be incurred in
those capacities. The Registrant has also entered into agreements
which provide for the indemnification of its directors and certain
officers against such liabilities to the fullest extent permitted
by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4(a) Restated Certificate of Incorporation (filed as
Exhibit Number 3(a) to the Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1984 (Commission file number
1-6016) and incorporated herein by reference).
(b) Certificate of Amendment of Restated Certificate
of Incorporation (filed as Exhibit Number 3(c) to the Registrant's
Form 10-K Annual Report for the fiscal year ended December 31, 1987
(Commission file number 1-6016) and incorporated herein by
reference).
(c) Certificate of Designation, Preferences and Rights
of Series B Junior Participating Preferred Stock (filed as Exhibit
Number 3(e) to the Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1987 (Commission file number 1-6016)
and incorporated herein by reference).
(d) Certificate of Amendment of Restated Certificate
of Incorporation (filed as Exhibit 3(g) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1993
(Commission file number 1-6016) and incorporated herein by
reference).
(e) By-Laws, as amended through September 10, 1992
(filed as Exhibit Number 3(g) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1992 (Commission
filed number 1-6016) and incorporated herein by reference).
(f) Rights Agreement, dated as of January 7, 1988,
between the Registrant and Manufacturers Hanover Trust Company
(filed as Exhibit Number 4 to the Registrant's Form 8-K Current
Report dated January 7, 1988 (Commission file number 1-6016) and
incorporated herein by reference).
(g) Amendment No. 1, dated as of December 5, 1990,
between the Registrant and Harris Trust Company of New York to the
Rights Agreement, dated as of January 7, 1988, between the
Registrant and Manufacturers Hanover Trust Company (filed as
Exhibit Number 4.8 to Registration Statement on Form S-3
(Registration Statement No. 33-48545) and incorporated herein by
reference).
5 Opinion of McDara P. Folan, III, regarding the
legality of the securities being registered.
23(a)Consent of Coopers & Lybrand to the incorporation by
reference in this Registration Statement of their report on the
consolidated financial statements and the financial statement
schedules included in the Registrant's Annual Report on Form 10-K
for its fiscal year ended December 31, 1993.
(b)Consent of McDara P. Folan, III, to the filing of his
opinion as Exhibit 5 to this Registration Statement is contained in
Exhibit 5.
Item 9. Undertakings
(a) The 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; (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
Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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 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
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.
(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.
SIGNATURES
Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this Registration
Statement 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 Beachwood, State of Ohio, on this
5th day of May 1994.
THE ALLEN GROUP INC.
By: /s/ Robert G. Paul
Robert G. Paul
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature/Title Date
/s/ Robert G. Paul May 5, 1994
Robert G. Paul, President,
Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Robert A. Youdelman May 5, 1994
Senior Vice President-Finance
(Principal Financial Officer)
/s/ James L. LePorte, III May 5, 1944
Vice President and Controller
(Principal Accounting Officer)
May 5, 1994
Wade W. Allen, Director
/s/ George A. Chandler May 5, 1994
George A. Chandler, Director
/s/ Philip Wm. Colburn May 5, 1994
Philip Wm. Colburn, Chairman
of the Board and Director
/s/ Jill K. Conway May 5, 1994
Jill K. Conway, Director
/s/ Albert H. Gordon May 5, 1994
Albert H. Gordon, Director
May 5, 1994
William O. Hunt, Director
/s/ J. Chisholm Lyons May 5, 1994
J. Chisholm Lyons, Director
/s/ Charles W. Robinson May 5, 1994
Charles W. Robinson, Director
/s/ Richard S. Vokey May 5, 1994
Richard S. Vokey, Director
/s/ William M. Weaver, Jr. May 5, 1994
William M. Weaver, Jr., Director
SIGNATURES
Pursuant to the requirements of the Securities Act,
The Allen Group Inc. Employee Before-Tax Savings Plan has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Beachwood, Ohio, on this 5th day of May, 1994.
THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX
SAVINGS PLAN
By /s/ Robert A. Youdelman
Robert A. Youdelman,
Senior Vice President - Finance
The Allen Group Inc. and member of
The Allen Group Inc. Employee Before-Tax
Savings Plan Committee
EXHIBIT INDEX
Exhibit Page
Number Exhibit Description Number
4(a) Restated Certificate of Incorporation (filed
as Exhibit Number 3(a) to the Registrant's
Form 10-K Annual Report for the fiscal
year ended December 31, 1984 (Commission file
number 1-6016) and incorporated herein by
reference).................................. -
4(b) Certificate of Amendment of Restated Certificate
of Incorporation (filed as Exhibit Number 3(c)
to the Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1987
(Commission file number 1-6016) and incorporated
herein by reference)........................ -
4(c) Certificate of Designation, Preferences and
Rights of Series B Junior Participating Preferred
Stock (filed as Exhibit Number 3(e) to the
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1987 (Commission
file number 1-6016) and incorporated herein by
reference)................................. -
4(d) Certificate of Amendment of Restated Certificate
of Incorporation (filed as Exhibit 3(g) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1993 (Commission
file number 1-6016) and incorporated herein by
reference)................................. -
4(e) By-Laws, as amended through September 10, 1992
(filed as Exhibit Number 3(g) to the Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016)
and incorporated herein by reference)....... -
4(f) Rights Agreement, dated as of January 7, 1988,
between the Registrant and Manufacturers Hanover
Trust Company (filed as Exhibit Number 4 to the
Registrant's Form 8-K Current Report dated
January 7, 1988 (Commission file number 1-6016)
and incorporated herein by reference....... -
4(g) Amendment No. 1, dated as of December 5, 1990,
between the Registrant and Harris Trust Company
of New York as to the Rights Agreement, dated as
of January 7, 1988, between the Registrant and
Manufacturers Hanover Trust Company (filed as
Exhibit Number 4.8 to the Registrant's Registration
Statement on Form S-3 (Registration Statement No.
33-48545) and incorporated herein by reference). -
5 Opinion of McDara P. Folan, III, regarding the
legality of the securities being registered... 10
23(a) Consent of Coopers & Lybrand to the incorporation
by reference in this Registration Statement of
their report on the consolidated financial
statements and the financial statement schedules
included in the Registrant's Annual Report on
Form 10-K for its fiscal year ended December 31,
1993......................................... 11
23(b) Consent of McDara P. Folan, III, to the filing
of his opinion as Exhibit 5 to this Registration
Statement is contained in Exhibit 5........ 10
EXHIBIT 5
May 5, 1994
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: The Allen Group Inc. Employee Before-Tax Savings Plan
Ladies and Gentlemen:
I have acted as counsel for The Allen Group Inc., a Delaware
corporation (the "Registrant") in connection with The Allen Group
Inc. Employee Before-Tax Savings Plan (the "Plan"). I have
examined the Plan and such documents, records and matters of law as
I have deemed necessary for purposes of this opinion, and based
thereupon I am of the opinion that:
(1) The shares of Common Stock, $1.00 par value per
share, of the Registrant ("Common Stock") outstanding on the date
hereof that may be purchased by the Plan and delivered to
participants pursuant to the Plan will be, when purchased and
delivered in accordance with the Plan, duly authorized, validly
issued, fully paid and nonassessable so long as the consideration
received by the Registrant is at least equal to the par value of
the Common Stock.
(2) The Common Stock that may after the date hereof be
issued or transferred pursuant to the Plan will be, when issued or
transferred in accordance with the Plan, duly authorized, validly
issued, fully paid, and nonassessable so long as:
(a) the issuance of any newly issued shares, and
the transfer of any treasury shares, are, prior to any such isuance
or transfer, duly authorized, and
(b) the consideration received or to be received by
the Registrant is at least equal to the par value of the Common
Stock.
(3) The participations in the Plan to be extended to
the participants in the Plan will be, when extended in accordance
with the Plan, validly issued.
I hereby consent to the filing of this opinion as Exhibit
5 to the Registration Statement of Form S-8 filed by the Registrant
with the Securities and Exchange Commission to effect registration
of such Common Stock and participations under the Securities Act of
1933.
Very truly yours,
McDara P. Folan, III
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement
pertaining to The Allen Group Inc. Employee Before-Tax Savings Plan
of our reports dated February 16, 1994, given upon our authority as
experts in accounting and auditing, with respect to the
consolidated financial statements and schedules of The Allen Group
Inc. included in its Annual Report on Form 10-K for the year ended
December 31, 1993, filed with the Securities and Exchange
Commission.
COOPERS & LYBRAND
Cleveland, Ohio
May 5, 1994
