AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 1996.
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 (IRS Employer
of incorporation or organization) Identification No.)
25101 CHAGRIN BOULEVARD
BEACHWOOD, OHIO 44122-5619
(216) 765-5822
(Address, including ZIP code, and telephone number,
including area code, of registrant's principal executive offices)
MCDARA P. FOLAN, III
THE ALLEN GROUP INC.
25101 CHAGRIN BOULEVARD
BEACHWOOD, OHIO 44122-5619
(216) 765-5818
(Name, address, including ZIP Code, and
telephone number, including area code, of agent for service)
COPIES TO:
MARY K. KRIGBAUM, ESQ.
RUDNICK & WOLFE
203 NORTH LASALLE STREET, SUITE 1800
CHICAGO, ILLINOIS 60601
(312) 368-2181
(312) 984-2299 (TELECOPIER)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /___________
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering./ /__________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED(1) BE REGISTERED PER UNIT{(2)} OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share 83,964 $17.875 $1,500,857 $518.00
Preferred Stock Purchase
Rights 37,783.8 N/A N/A N/A
</TABLE>
(1) Each share of Common Stock includes .45 of a Preferred Stock Purchase
Right which, when exercisable, entitles the holder to purchase 0.01 of a
share of Series B Junior Participating Preferred Stock of the Company. Such
rights are not currently exercisable or transferable independently of the
shares of Common Stock.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low prices per share of the Common Stock reported on
the New York Stock Exchange Composite Tape on October 3, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED OCTOBER 4, 1996
PROSPECTUS
83,964 Shares
THE ALLEN GROUP INC.
Common Stock
PAR VALUE $1.00 PER SHARE
This Prospectus relates to 83,964 outstanding shares ("Shares") of
common stock, par value $1.00 per share ("Allen Common Stock"), of The
Allen Group Inc., a Delaware corporation (the "Company"), which may
hereafter be offered or sold from time to time for the account of persons
named under the caption "Selling Stockholders". Each share of Allen
Common Stock includes .45 of a Preferred Stock Purchase Right ("Preferred
Stock Purchase Right") which, when exercisable, entitles the holder to
purchase 0.01 of a share of Series B Junior Participating Preferred Stock
of the Company. Such rights are not currently exercisable or transferable
independently of the shares of Allen Common Stock.
The Shares were issued in the merger ("Merger") of SSI Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of the Company,
with and into Signal Science, Incorporated, a California corporation
("Signal"), which occurred on September 20, 1996.
The Shares may hereafter be offered or sold from time to time for the
account of persons named under the caption "Selling Stockholders" on the
New York Stock Exchange or the Pacific Stock Exchange, other stock
exchanges, or otherwise, at prices and on terms then obtainable, in
broker's transactions, special offerings, exchange distributions,
negotiated transactions, block transactions, or otherwise. (See "Selling
Stockholders" and "Plan of Distribution.") The Company will not realize
any proceeds from any sale of the Shares.
The Allen Common Stock is traded on the New York Stock Exchange and
the Pacific Stock Exchange under the symbol ALN. On October 3, 1996, the
last reported sale price of the Allen Common Stock on the New York Stock
Exchange was $17.75.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION PASSED OR ANY STATE SECURITIES COMMISSION UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
______________
<PAGE>
No dealer, broker or other person has been authorized to give any
information or to make any representations, other than those contained in
this Prospectus, in connection with the offering made hereby, and, if
given or made, such information or representation must not be relied on as
having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of any offer to buy the
securities to which it relates in any jurisdiction in which, or to any
person to whom, it is unlawful to make such an offer or solicitation of an
offer. Neither the delivery of this Prospectus nor any offer or sale made
hereunder shall, under any circumstances, create any implication that
there has been no change in the information set forth herein or in the
affairs of the Company since the date hereof.
Statements included in this Prospectus which are not historical in
nature are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The
Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q
contain certain detailed factors that could cause the Company's actual
results to materially differ from forward-looking statements made by the
Company.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements 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, and should also be available for inspection and copying at the
regional offices of the Commission located at 75 Park Place, 14th Floor,
New York, New York 10007 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission maintains a
Web site that contains reports, proxy and information statements, and
other information about the Company. The address of the Web site
maintained by the Commission is "http://www.sec.gov". Such reports, proxy
statements and other information concerning the Company can be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005, and the offices of the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California 94104.
This Prospectus constitutes a part of a registration statement on
Form S-3 (herein, together with all amendments and exhibits, the
"Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), filed by the Company. This Prospectus does not
contain all of the information set forth in the Registration Statement.
For further information, reference is hereby made to the Registration
Statement, including the financial schedules and exhibits filed or
incorporated by reference as a part thereof, which may be examined at the
Public Reference Room of the Commission in Washington, D.C., without
charge, or copies of which may be obtained from the Commission upon
payment of the prescribed fees. Statements contained herein concerning
the provisions of documents filed herewith as exhibits are necessarily
summaries of such documents, and each such statement is qualified in its
entirety by reference to the copy of the applicable document filed with
the Commission.
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated by
reference into this Prospectus:
(i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
(iii) the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996;
(iv) Form 8-A, dated January 19, 1988, registering the Company's
Preferred Stock Purchase Rights;
(v) the Company's Current Report on Form 8-K dated September 4,
1996; and
(vi) the Company's Current Report on Form 8-K dated September 30,
1996.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and
before the termination of the offering of shares of Allen Common Stock
made hereby are hereby incorporated by reference, and such documents are
deemed to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which is or is deemed
to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not, except
as so modified or superseded, constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner of shares of Signal, to whom a copy of this Prospectus is
delivered, upon the oral or written request of such person, a copy of any
and all of the 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 in such information). Such request should be directed to the
Corporate Secretary, The Allen Group Inc., 25101 Chagrin Boulevard,
Beachwood, Ohio 44122-5619 (telephone (216) 765-5822).
<PAGE>
THE COMPANY
The Company consists of two segments: mobile communications and
centralized automotive emissions testing. Allen Telecom Group, Inc.,
along with its Italian subsidiary FOR. E.M. S.p.A and its subsidiary,
Mikom G.m.b.H., are leading equipment suppliers of systems expansion, site
management and mobile and base station antenna products to the worldwide
wireless two-way communications market. The Company's Comsearch business
is a leading supplier of frequency planning and coordinating as well as
system design and engineering services for the current wireless markets
and the emerging personal communications system opportunities. Through
its MARTA Technologies, Inc. subsidiary, the Company operates centralized
automotive emissions testing programs. Signal, the subsidiary of the
Company acquired in the Merger, produces hardware and software products
for radio communications applications.
The Company's principal executive offices are located at 25101 Chagrin
Boulevard, Beachwood, Ohio 44122-5619 (telephone (216) 765-5800). Other
information concerning the Company's management, business, securities, and
results of operations is incorporated by reference from its reports filed
with the Commission. (See "Information Incorporated by Reference.")
DESCRIPTION OF ALLEN COMMON STOCK
The Company is authorized to issue 50,000,000 shares of Allen Common
Stock, par value $1.00 per share. The outstanding Allen Common Stock is
fully paid and non-assessable. As of July 31, 1996, there were 26,635,309
shares of Allen Common Stock issued and outstanding. Each holder of Allen
Common Stock is entitled to one vote per share on all matters presented to
the stockholders for action. There are no cumulative voting rights.
Holders of Allen Common Stock are entitled to such dividends as the Board
of Directors of the Company may declare out of funds legally available
therefor and, upon dissolution or liquidation, to share ratably in the
assets available for distribution to the holders of Allen Common Stock
after the payment of all prior claims and the liquidation rights of the
holders of any shares of preferred stock of the Company that may be
outstanding. The Board of Directors of the Company has adopted a
resolution suspending the payment of dividends indefinitely. Holders of
Allen Common Stock do not have preemptive rights to subscribe for any
securities of the Company.
In 1988, the Board of Directors of the Company issued, as a dividend,
one preferred stock purchase right ("Purchase Right") for each outstanding
share of Allen Common Stock, subject to certain adjustments. As a result
of a 10% stock dividend and a 2 for 1 stock split, each share of Allen
Common Stock issued since the date of such dividend and stock split
(including shares issued in connection with the Agreement of Merger) also
includes .45 of a Preferred Stock Purchase Right.
The Company's borrowing agreements do not contain any restriction on
the payment of dividends on Allen Common Stock but include various
restrictive covenants, as to, among other things, net worth, the purchase
or redemption of the Company's stock and the disposition of the Company's
assets not in the ordinary course of business. Under the most restrictive
of these covenants, approximately $45 million was available for the
payment of dividends on Allen Common Stock at June 30, 1996. However, as
noted above, the Board of Directors of the Company has adopted a
resolution suspending the payment of dividends indefinitely.
ALLEN COMMON STOCK IS TRADED ON THE NEW YORK STOCK EXCHANGE AND THE
PACIFIC STOCK EXCHANGE. ON OCTOBER 3, 1996, THE LAST REPORTED SALE PRICE
OF ALLEN COMMON STOCK ON THE NEW YORK STOCK EXCHANGE COMPOSITE TAPE WAS
$17.75 PER SHARE.
Harris Trust Company of New York, located in New York, is the Transfer
Agent and Registrar for the Common Stock.
<PAGE>
SELLING STOCKHOLDERS
The Shares may be offered from time to time for the account of the
Selling Stockholders whose names are set forth in the table below. The
table sets forth information as of September 20, 1996 with respect to the
beneficial ownership of the Shares by the Selling Stockholders.
NO. OF NO. OF NO. OF
SHARES OWNED SHARES WHICH SHARES WHICH
PRIOR TO MAY BE MAY BE OWNED
NAME OFFERING OFFERED AFTER OFFERING
Aaron C. Anderer(1) -- 30 --
Courtney Andrews Gartin(1) -- 51 --
Teri L. Archer(1) -- 687 --
Daniel R. Beitel(1) -- 601 --
Stanley R. Berckmoes(1) -- 655 --
Denise M. Brandalise(1) -- 372 --
Neal A. Buren(1) -- 845 --
Anita S. Chase(1) -- 718 --
Kenton S. Day(1) -- 8,491 --
Richard G. Donald -- 2,912 --
Everen Clearing Corp., Custodian
FBO Anita S. Chase - IRA -- 2,449 --
Everen Clearing Corp., Custodian
FBO Kenton S. Day - IRA -- 8,394 --
Everen Clearing Corp., Custodian
FBO Clark S. Ince - IRA -- 2,034 --
Everen Clearing Corp., Custodian
FBO Barry J. Sudderth - IRA -- 7,348 --
Everen Clearing Corp., Custodian
FBO Nita Mae Vorrath - IRA -- 3,404 --
Robert W. Gardner(1) -- 581 --
Daniel J. Geisler(1) -- 2,541 --
Larry K. Harper(1) -- 1,091 --
Clark S. Ince(1) -- 1,213 --
Julia Julien(1) -- 88 --
Robert F. Julien(1) -- 105 --
Gary R. Kenworthy(1) -- 1,227 --
Carolyn T. Koenig(1) -- 812 --
G. Lund(1) -- 96 --
Kevin S. Nakagawa(1) -- 843 --
Robert Nii(1) -- 1,249 --
William Oatman(1) -- 943 --
Irene C. Paio(1) -- 467 --
William J. Phillips
and Vanita M. Phillips(1) 100 2,171 100
Signal Science, Incorporated Employee
Stock Ownership Plan and Trust(2) -- 33,867 --
Gary W. Stockton(1) -- 1,169 --
Barry J. Sudderth(1) -- 1,340 --
Lance K. Uyehara(1) -- 818 --
Nita M. Vorrath(1) -- 876 --
Linda J. Wood(1) -- 81 --
Jerome C. Woodard -- 13,531 --
Patrick L. S. Young(1) -- 195 --
Robin Y. K. Young(1) -- 859 --
_______________
(1) Includes shares held by the Signal Science, Incorporated Employee
Stock Ownership Plan and Trust ("ESOP") which have been allocated to
such individual's account and are therefore beneficially owned by such
individual.
(2) Includes 11,497 shares which as of August 30, 1996 have not been
allocated to an individual's account. It is anticipated that the ESOP
will be terminated by September, 1997, at which time any unallocated
shares will be allocated among the beneficiaries of the ESOP in
accordance with the terms of the ESOP.
Each of the individuals named above is, or during the past three years
has been, a director, officer or employee of Signal Science, Incorporated.
Whenever an offering of Shares is to be made pursuant to this
Prospectus by a Selling Stockholder whose name does not appear herein, a
supplement will be affixed to copies of this Prospectus setting forth the
Selling Stockholder's name, the number of Shares beneficially owned by
such Selling Stockholder prior to such offering, the number of Shares so
offered for the Selling Stockholder's account, and the number of Shares to
be beneficially owned by such Selling Stockholder after the sale of the
Shares so offered.
The Company will not realize any proceeds from any sale of Shares by
the Selling Stockholders.
Pursuant to Shareholders' Agreements entered into with the holders of
the Shares, the Company has agreed to maintain the effectiveness of the
registration statement of which this Prospectus is a part until
September 20, 1998.
PLAN OF DISTRIBUTION
The Selling Stockholders may offer and sell Shares by means of the
Prospectus from time to time in one or more transactions, directly by the
Selling Stockholders, or through agents, dealers or brokers to be
designated from time to time; such offers and sales may be effected over
any national securities exchange or automated interdealer quotation system
on which shares of Allen Common Stock are then listed, in negotiated off-
exchange transactions or in a combination of such methods of sale; the
selling price of the Shares may be at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at
negotiated prices; and the Shares may also be offered in coordinated block
transactions through underwriters, dealers or agents, or otherwise who may
receive compensation in the form of underwriting or brokerage discounts,
concessions or commissions from the Selling Stockholders or the purchasers
of such Shares for whom they may act as agents. In certain states, the
Selling Stockholders may be required to offer and sell Shares only through
brokers and dealers registered in such states.
The Selling Stockholders and any brokers or dealers that act in
connection with the sale of Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act
and any commissions received by them and any profit on the sale of Shares
as principal may be deemed to be underwriting discounts and commissions
under the Securities Act.
The Company will pay all of the expenses of the preparation, printing
and filing of the Registration Statement, any amendments or supplements
thereto, and prospectuses and revised prospectuses as required to cover
the transactions covered hereby, as well as the Company's fees and
disbursements of its counsel and accountants relating to the Registration
Statement, but the Company is not obligated to pay any underwriting
discounts and commissions, brokers' commissions or charges, or other costs
arising in the marketing of the Shares or the legal fees and expenses of
the Selling Stockholders.
The Selling Stockholders may also resell Shares in open market
transactions pursuant to the resale provisions of Rule 144 under the
Securities Act or in transactions otherwise permitted under the Securities
Act.
LEGAL OPINION
An opinion with respect to the legality of the Shares is being given
by Rudnick & Wolfe, 203 North LaSalle Street, Chicago, Illinois 60601,
counsel for the Company.
EXPERTS
The consolidated financial statements of the Company incorporated in
this Prospectus by reference to the Annual Report on Form 10-K of the
Company as of December 31, 1995 and 1994 and for each of the fiscal years
in the three-year period ended December 31, 1995, have been so
incorporated in reliance on the report of Coopers & Lybrand L.L.P.,
independent certified public accountants, given upon their authority as
experts in auditing and accounting.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth expenses to be incurred in connection
with the issuance and distribution of the securities being registered
hereby:
S.E.C. registration fee $ 518
*Legal fees and expenses $5,000
*Miscellaneous $ 500
Total $6,018
________________
* Estimated.
The Company will pay all of the expenses of the preparation, printing
and filing of the Registration Statement, any amendments or
supplements thereto, and prospectuses and revised prospectuses as
required to cover the transactions covered hereby, as well as the
Company's fees and disbursements of its counsel and accountants
relating to the Registration Statement, but the Selling Stockholders
will bear their pro rata portion of any underwriting discounts and
commissions, brokers' commissions or charges, or other costs arising
in the marketing of the Shares and their own legal fees and expenses.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seven of the Company's Restated Certificate of Incorporation,
as amended, and the Company's By-Laws, as amended, provide for
indemnification of directors and officers to the extent permitted from
time to time by the General Corporation Law of the State of Delaware.
While liability of directors for monetary damages for breach of fiduciary
duties as a director has been eliminated, equitable remedies such as
injunctive relief or rescission remain available. Such provisions do not
eliminate or limit liability of a director for: (i) any breach of a
director's duty of loyalty to the Company or its stockholders; (ii) acts
not in good faith or which involve intentional misconduct or knowing
violation of law; (iii) authorizations of the payment of an illegal
dividend or a stock repurchase; or (iv) a transaction from which a
director derives an improper personal benefit.
Section 145 of the General Corporation Law of the State of Delaware
authorizes indemnification of directors, officers, employees and agents of
the Company; allows the advancement of costs of defending against
litigation; and permits companies incorporated in Delaware to purchase
insurance on behalf of directors, officers, employees and agents against
liabilities whether or not in the circumstances such companies would have
the power to indemnify against such liabilities under the provisions of
the statute.
The Company has provided liability insurance for its directors and
officers for certain losses arising from claims or charges made against
them while acting in their capacities of directors or officers of the
Company.
The Company has entered into indemnification agreements in the form
described below with each person who is currently a member of the Board of
Directors of the Company and with certain officers of the Company
designated by the Board of Directors and will enter into such agreements,
from time to time, with persons who in the future become directors or
certain officers of the Company. Such indemnification agreements provide
for indemnification against any and all expenses (including attorneys'
fees and all other costs and obligations) incurred in connection with
investigating, defending, being a witness or participating in (including
an appeal), or preparing to defend, be a witness in or participate in, any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (collectively an
"Action"), as well as any and all judgments, fines, penalties, and amounts
paid in settlement (including all interest, assessments, and other charges
paid or payable in connection therewith) of any Action, by reason of the
fact that such director or officer is or was a director, officer,
employee, agent or fiduciary of the Company, or is or was serving at the
request of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust, or other enterprise. Indemnification would not,
however, be available under such agreements if a person or body appointed
by the Board of Directors of the Company who is not a party to the Action
for which indemnification is sought and who may be or consist of one or
more members of the Board of Directors (or, under certain circumstances
discussed below, independent legal counsel) determines that such
indemnification is not permitted under applicable law and such
determination is not successfully challenged before a court. A director
or officer would also not be entitled to indemnification under such
agreements in connection with a proceeding initiated by such director or
officer prior to a Change in Control (as defined in such agreements),
unless such proceeding was authorized or consented to by the Board of
Directors. The indemnification agreements also provide for the prompt
advancement of all expenses in connection with any Action, subject to
reimbursement if it is subsequently determined that the director or
officer is not entitled to indemnification. After a Change in Control (as
defined in such agreements) which has not been approved by the Board of
Directors of the Company, all determinations to be made by or on behalf of
the Company with respect to a director's or officer's right to
indemnification and to the advancement of expenses are required to be made
by independent legal counsel to be selected by the director or officer and
approved by the Board (which approval cannot unreasonably be withheld), in
order to ensure that such determination will not be made by a potentially
hostile board. Under such agreements, the Company has the burden of
proving that the director or officer is not entitled to indemnification in
any particular case, and such agreements negate certain presumptions which
might otherwise be drawn against a director or officer in certain
circumstances. The indemnification agreements also provide that all legal
actions brought against the director or officer by or in the right of the
Company must be brought within a period of two years from the date of the
accrual of such actions (or any shorter period that would otherwise be
applicable). Further, if the Company pays a director or officer pursuant
to the indemnification agreements, the Company will be subrogated to such
director's or officer's rights to recover from third parties. The
indemnification agreements provide that a director's or officer's rights
under such agreement are not exclusive of any other indemnification rights
he or she may have under any provision of law, the Company's Certificate
of Incorporation or By-Laws, or otherwise, but do prevent double payments.
<PAGE>
Item 16. EXHIBITS.
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
3.1 Specimen Certificate of Common Stock (Filed as Exhibit
Number 4.1 to Registrant's Registration Statement on
Form S-3, Registration Number 33-48545 and incorporated
herein by reference).
3.2 Restated Certificate of Incorporation (Filed as Exhibit
Number 3(a) to 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).
3.3 Certificate of Amendment of Restated Certificate of
Incorporation (Filed as Exhibit Number 3(c) to
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).
3.4 Certificate of Designation, Preferences and Rights of
Series B Junior Participating Preferred Stock (Filed as
Exhibit Number 3(e) to 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).
3.5 Certificate of Amendment of Restated Certificate of
Incorporation (filed as Exhibit Number 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).
3.6 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 file number 1-6016) and incorporated herein
by reference).
4.1 Rights Agreement, dated as of January 7, 1988, between
the Registrant and Manufacturers Hanover Trust Company
(Filed as Exhibit Number 4 to Registrant's Form 8-K
Current Report dated January 7, 1988 (Commission file
number 1-6016) and incorporated herein by reference).
4.2 Credit Agreement, dated as of December 18, 1995, among
Registrant, MARTA Technologies, Inc., the Banks
signatories thereto, and Bank of Montreal, as agent
(Filed as Exhibit Number 4(b) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31,
1995 (Commission file number 1-6016) and incorporated
herein by reference).
Additional information concerning Registrant's long-
term debt is set forth in Note 2, "Financing," of the
Notes to Consolidated Financial Statements on pages 20
to 21 of Registrant's 1995 Annual Report to
Stockholders, a copy of which is filed as Exhibit 13 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, incorporated herein by
reference. Other than the Credit Agreement referred to
above, no instrument defining the rights of holders of
such long-term debt relates to securities having an
aggregate principal amount in excess of 10% of the
consolidated assets of Registrant and its subsidiaries;
therefore, in accordance with paragraph (iii) of Item 4
of Item 601(b) of Regulation S-K, the other instruments
defining the rights of holders of long-term debt are
not filed herewith. Registrant hereby agrees to
furnish a copy of any such other instrument to the
Securities and Exchange Commission upon request.
4.3 First Amendment to Credit Agreement dated as of
August 14, 1996 among Registrant, MARTA Technologies,
Inc., the Banks signatory thereto, Bank of America
Illinois as Co-Agent and Bank of Montreal as Agent.
5 Form of Opinion of Rudnick & Wolfe.
24.1 Consent of Rudnick & Wolfe (included in their opinion
filed as Exhibit 5).
24.2 Consent of Coopers & Lybrand L.L.P.
25 Power of Attorney by the Directors and certain officers
of The Allen Group Inc.
Item 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes: (i) to file, during any
period in which offers or sales are being made, a post-effective amendment
to this registration statement 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; (ii) 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;
and (iii) 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.
<PAGE>
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-3 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
October 4, 1996.
THE ALLEN GROUP INC.
(Registrant)
By: /S/ ROBERT A. YOUDELMAN
Robert A. Youdelman,
Senior Vice-President and Principal Financial Officer
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.
SIGNATURE TITLE DATE
Robert G. Paul* Director, President and September 12, 1996
Chief Executive Officer
(Principal Executive Officer)
Robert A. Youdelman* Senior Vice President - Finance September 12, 1996
(Principal Financial Officer)
James L. LePorte* Vice President and Controller September 12, 1996
(Principal Accounting Officer)
George A. Chandler* Director September 12, 1996
Philip W. Colburn* Chairman of the Board and Director September 12, 1996
William O. Hunt* Director September 12, 1996
J. Chisholm Lyons* Director September 12, 1996
John F. McNiff* Director September 12, 1996
Charles W. Robinson* Director September 12, 1996
William M. Weaver, Jr.* Director September 12, 1996
*By: /S/ ROBERT A. YOUDELMAN
Robert A. Youdelman
Individually and as Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
3.1 Specimen Certificate of Common Stock (Filed as Exhibit
Number 4.1 to Registrant's Registration Statement on
Form S-3, Registration Number 33-48545 and incorporated
herein by reference).
3.2 Restated Certificate of Incorporation (Filed as Exhibit
Number 3(a) to 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).
3.3 Certificate of Amendment of Restated Certificate of
Incorporation (Filed as Exhibit Number 3(c) to
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).
3.4 Certificate of Designation, Preferences and Rights of
Series B Junior Participating Preferred Stock (Filed as
Exhibit Number 3(e) to 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).
3.5 Certificate of Amendment of Restated Certificate of
Incorporation (filed as Exhibit Number 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).
3.6 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 file number 1-6016) and incorporated herein
by reference).
4.1 Rights Agreement, dated as of January 7, 1988, between
the Registrant and Manufacturers Hanover Trust Company
(Filed as Exhibit Number 4 to Registrant's Form 8-K
Current Report dated January 7, 1988 (Commission file
number 1-6016) and incorporated herein by reference).
4.2 Credit Agreement, dated as of December 18, 1995, among
Registrant, MARTA Technologies, Inc., the Banks
signatories thereto, and Bank of Montreal, as agent
(Filed as Exhibit Number 4(b) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31,
1995 (Commission file number 1-6016) and incorporated
herein by reference).
Additional information concerning Registrant's long-
term debt is set forth in Note 2, "Financing," of the
Notes to Consolidated Financial Statements on pages 20
to 21 of Registrant's 1995 Annual Report to
Stockholders, a copy of which is filed as Exhibit 13 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, incorporated herein by
reference. Other than the Credit Agreement referred to
above, no instrument defining the rights of holders of
such long-term debt relates to securities having an
aggregate principal amount in excess of 10% of the
consolidated assets of Registrant and its subsidiaries;
therefore, in accordance with paragraph (iii) of Item 4
of Item 601(b) of Regulation S-K, the other instruments
defining the rights of holders of long-term are not
filed herewith. Registrant hereby agrees to furnish a
copy of any such other instrument to the Securities and
Exchange Commission upon request.
4.3 First Amendment to Credit Agreement dated as of
August 14, 1996 among Registrant, MARTA Technologies,
Inc., the Banks signatory thereto, Bank of America
Illinois as Co-Agent and Bank of Montreal as Agent.
5 Form of Opinion of Rudnick & Wolfe.
24.1 Consent of Rudnick & Wolfe (included in their opinion
filed as Exhibit 5).
24.2 Consent of Coopers & Lybrand L.L.P.
25 Power of Attorney by the Directors and certain officers
of The Allen Group Inc.
EXHIBIT 4.3
First Amendment to Credit Agreement
This First Amendment to Credit Agreement (the "AMENDMENT") dated as of
August 14, 1996 by and among The Allen Group Inc., MARTA Technologies,
Inc. (collectively, the "BORROWERS"), the Banks listed below, Bank of
America Illinois as Co-Agent and Bank of Montreal as Agent;
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Co-Agent and the Agent have
heretofore executed and delivered a Credit Agreement dated as of December
18, 1995 (the "CREDIT AGREEMENT"); and
WHEREAS, the Borrower, the Banks and the Agent desire to amend the
Agreement to revise the Commitments and the amount of the Bond Letters of
Credit;
NOW, THEREFORE, for good and valuable consideration the receipt of
which is hereby acknowledged, the Borrower, the Banks and the Agent hereby
agree as follows:
1. The Allen Group Revolving Credit Commitments are reduced by
$3,557,534, so that each Bank's Allen Group Revolving Commitment is as set
forth next to its signature below.
2. Section 1.2(c) of the Credit Agreement is hereby revised in its
first sentence by deleting the reference to "three (3)" and inserting in
its place "four (4)" and by deleting the reference to "$12,355,069" and
inserting in its place "$15,912,603". In addition, Schedule 1.2(c) to the
Credit Agreement is hereby deleted and replaced with Schedule 1.2(c) to
this Amendment.
3. Each Borrower represents and warrants to each Bank that (a) each
of the representations and warranties set forth in Section 6 of the Credit
Agreement, as amended hereby, is true and correct on and as of the date of
this Amendment (except that any such representation or warranty that
expressly relates solely to an earlier date need only be true and correct
as of such date) as if made on and as of the date of this Amendment and as
if each reference therein to the Credit Agreement referred to the Credit
Agreement as amended hereby, (b) no Default or Event of Default has
occurred and is continuing and (c) without limiting the effect of the
foregoing, such Borrower's execution, delivery and performance of this
Amendment has been duly authorized, and this Amendment has been executed
and delivered by a duly authorized officer of the Borrower.
4. This Amendment may be executed in any number of counterparts and
by different parties hereto on separate counterparts, each of which when
so executed shall be an original but all of which shall constitute one and
the same instrument. This Amendment shall become effective on the date
hereof upon the Agent's receipt of counterparts hereof executed by the
Borrower and each Bank. Except as specifically amended and modified
hereby, all of the terms and conditions of the Credit Agreement shall
remain unchanged and in full force and effect. No reference to this
Amendment need be made in any document making reference to the Credit
Agreement, any such reference to the Credit Agreement (including any such
reference herein, unless the context otherwise requires) to be deemed to
be a reference to the Credit Agreement as amended hereby. All capitalized
terms used herein without definition shall have the same meanings herein
as they have in the Credit Agreement. This Amendment shall be construed
and governed by and in accordance with the laws of the State of Illinois.
Dated as of the date first above written.
THE ALLEN GROUP INC.
BY /S/ JAMES L. LEPORTE
Name James L. LePorte
Title VP, Treasurer & Controller
MARTA TECHNOLOGIES, INC.
By /s/ James L. LePorte
Name James L. LePorte
Title VP, Treasurer & Controller
BANK OF MONTREAL, CHICAGO BRANCH, in its individual capacity as a Bank and as
Agent
Allen Group Revolving Commitment: $17,892,746.18
MARTA Revolving Commitment: $15,102,040.82
Participation in Bond Letters of Credit: $4,005,213.00
By /s/ Erin Keyser
Name Erin M. Keyser
Title Director
BANK OF AMERICA ILLINOIS, in its capacities as a Bank, as an Issuing Bank,
and as Co-Agent
Allen Group Revolving Commitment: $12,089,693.37
MARTA Revolving Commitment: $10,204,081.63
Participation in Bond Letters of Credit: $2,706,225.00
By /s/ Paul B. Higdon
Name Paul B. Higdon
Title Managing Director
KEYBANK NATIONAL ASSOCIATION (formerly known as Society National Bank)
Allen Group Revolving Commitment: $12,089,693.37
MARTA Revolving Commitment: $10,204,081.63
Participation in Bond Letters of Credit: $2,706,225.00
By /s/ Lawrence A. Mack
Name Lawrence A. Mack
Title Vice President
BAYERISCHE VEREINSBANK AG, CHICAGO BRANCH
Allen Group Revolving Commitment: $7,253,816.02
MARTA Revolving Commitment: $6,122,448.98
Participation in Bond Letters of Credit: $1,623,735.00
By /s/ Baker /s/ O'Malley
Name Kendal Baker Martin J. O'Malley
Title Vice President, Vice President
DRESDNER BANK AG, New York and Grand Caymen Branches, in its capacities as a
Bank and as an Issuing Bank
Allen Group Revolving Commitment: $7,253,816.02
MARTA Revolving Commitment: $6,122,448.98
Participation in Bond Letters of Credit: $1,623,735.00
By /s/ D. Slusarczyk /s/ J. Beaudouin
Name Deborah Slusarczyk J. Curtin Beaudouin
Title Vice President First Vice President
NATIONSBANK OF TEXAS, N.A.
Allen Group Revolving Commitment: $7,253,816.02
MARTA Revolving Commitment: $6,122,448.98
Participation in Bond Letters of Credit: $1,623,735.00
By /s/ Pamela S. Kurtzman
Name Pamela S. Kurtzman
Title Vice President
NBD BANK
Allen Group Revolving Commitment: $7,253,816.02
MARTA Revolving Commitment: $6,122,448.98
Participation in Bond Letters of Credit: $1,623,735.00
By /s/ Glenn Currin
Name Glenn A. Currin
Title Vice President
<PAGE>
SCHEDULE 1.2(C)
SCHEDULE OF BOND LETTERS OF CREDIT
BOND LETTER FACE AMOUNT AS OF REIMBURSEMENT
OF CREDIT NUMBER OCTOBER 1, 1995 AGREEMENT
72893 $4,118,357 (a) December 18, 1995
(As Restated and Amended)
72993 $5,147,945 (b) December 18, 1995
(As Restated and Amended)
73193 $3,088,767 (c) December 18, 1995
(As Restated and Amended
102996 $3,557,534 (d) August, 1996
$15,912,603
(a) Such Letter of Credit backs up the Industrial Revenue Bonds (The Allen
Group Project) Series 1985 of the Michigan Strategic Fund.
(b) Such Letter of Credit backs up the Industrial Revenue Bonds (The Allen
Group Project) Series 1985 of the County of Cuyahoga, Ohio.
(c) Such Letter of Credit backs up the Industrial Revenue Bonds (The Allen
Group Project) Series 1987 of the County of Cuyahoga, Ohio.
(d) Such Letter of Credit backs up the Industrial Revenue Bonds (The Allen
Group Project) Series 1996 of the County of Bedford, Virginia.
EXHIBIT 5
RUDNICK & WOLFE
203 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1293
October 4, 1996 312/368-2181
The Board of Directors
The Allen Group Inc.
25101 Chagrin Boulevard
Beachwood, Ohio 44122-5619
Dear Gentlemen and Ms. Conway:
We have examined the registration statement on Form S-3 filed with the
Securities and Exchange Commission on or about October 4, 1996 for
registration under the Securities Act of 1933, as amended, of 83,964
shares of common stock of The Allen Group Inc., a Delaware corporation
(the "Company"), par value $1.00 per share ("Common Stock"), issued
pursuant to the merger of SSI Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of the Company, with and into Signal Science,
Incorporated, a California corporation (the "Merger"). We have examined
pertinent corporate documents and records of the Company, including its
Restated Certificate of Incorporation, as amended, and its By-Laws, as
amended, and we are familiar with the corporate proceedings had and
contemplated in connection with the issuance of shares of Common Stock by
the Company in the Merger. We have also made such other examinations as
we have deemed necessary or appropriate as a basis for the opinion
hereinafter expressed.
On the basis of the foregoing, we are of the opinion that the 83,964
shares of common stock of the Company issued pursuant to the Merger have
been duly authorized, and are legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement and to the reference to our firm in the
registration statement under the caption "Legal Opinion".
Very truly yours,
RUDNICK & WOLFE
By: /S/ MARY K. KRIGBAUM
Mary K. Krigbaum, a Partner
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-3 of
our report dated February 16, 1996, on our audits of the financial
statements of The Allen Group Inc. as of December 31, 1995 and 1994 and
for each of the three-years in the period ended December 31, 1995. We
also consent to the reference to our firm under the caption "Experts."
/S/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Cleveland, Ohio
September 30, 1996
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of The Allen Group Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint Robert A.
Youdelman, James L. LePorte, III and McDara P. Folan, III with full power
to each of them to act alone, as the true and lawful attorneys and agents
of the undersigned, with full power of substitution and resubstitution to
each of said attorneys, to execute, file or deliver any and all
instruments and to do any and all acts and things which said attorneys and
agents, or any of them, deem advisable to enable the Company to comply
with the Securities Act of 1933, as amended, and any requirements or
regulations of the Securities and Exchange Commission in respect thereto,
in connection with the registration under said Securities Act of the sale
of shares of common stock of the Company by certain stockholders of the
Company, which shares are to be issued by the Company in connection with
the merger of Signal Science, Incorporated, a California corporation, and
SSI Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of the Company, including specifically, but without limitation of the
general authority hereby granted, the power and authority to sign his or
her name as director or officer, or both, of the Company, as indicated
below opposite his or her signature, to the registration statements and
any amendment, post-effective amendment, supplement or papers supplemental
thereto, to be filed with respect to said shares of common stock, and each
of the undersigned does hereby fully ratify and confirm all that said
attorneys and agents, or any one of them, or the substitute of any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents, this 12th day of September, 1996.
/S/ ROBERT G. PAUL Director, President and Chief Executive
Robert G. Paul Officer (Principal Executive Officer)
/S/ ROBERT A. YOUDELMAN Senior Vice President-Finance
Robert A. Youdelman (Principal Financial Officer)
/S/ JAMES L. LEPORTE, III Vice President and Controller
James L. LePorte, III (Principal Accounting Officer)
/S/ GEORGE A. CHANDLER Director
George A. Chandler
/S/ PHILIP WM. COLBURN Director and
Philip W. Colburn Chairman of the Board
Director
Jill K. Conway
Director
Albert H. Gordon
/S/ WILLIAM O. HUNT Director
William O. Hunt
/S/ J. CHISHOLM LYONS Director and
J. Chisholm Lyons Vice Chairman of the Board
/S/ JOHN F. MCNIFF Director
John F. McNiff
/S/ CHARLES W. ROBINSON Director
Charles W. Robinson
/S/ WILLIAM M. WEAVER, JR. Director
William M. Weaver, Jr.
