As filed with the Securities and Exchange Commission on January 10, 1994
Registration No. 33-50081
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
on
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________
GENERAL SIGNAL CORPORATION
(Exact name of Registrant as specified in its charter)
NEW YORK 16-0445660
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
HIGH RIDGE PARK
STAMFORD, CONNECTICUT 06904
(203) 357-8800
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_________________________
EDGAR J. SMITH, JR.
GENERAL SIGNAL CORPORATION
HIGH RIDGE PARK
STAMFORD, CONNECTICUT 06904
(203) 357-8800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________
Copy to:
W. LESLIE DUFFY, ESQUIRE
WILLIAM B. GANNETT, ESQUIRE
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005
(212) 701-3000
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time as determined by the Selling Stockholders.
_________________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestments plans, check the
following box. /__/
_________________________
If any of the securities being registered on this Form are to be
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_/
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Regis-
trant 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 State-
ment shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
<PAGE>
EXPLANATORY NOTE
NOT FORMING PART OF PROSPECTUS
This Post-Effective Amendment to General Signal Corporation's
(the "Company's") Registration Statement on Form S-4 (No. 33-50081) is
being filed for the purpose of converting such Registration Statement to a
Registration Statement on Form S-3 for the shares (the "Shares") of common
stock, par value $1.00 per share, of the Company issued to certain stock-
holders (the "Stockholders") of Revco Scientific, Inc. ("Revco"), without
registration under the Securities Act of 1933, as amended (the "Act"), in
connection with the merger (the "Merger") of GSRSI, Inc., a wholly owned
subsidiary of the Company, with and into Revco. The Company is filing this
Registration Statement on Form S-3 in accordance with a Registration Rights
Agreement dated October 15, 1993, between the Company and the Stockholders
pursuant to which the Company has agreed to maintain the effectiveness of a
Registration Statement on Form S-3 for two years after the effective time
of the Merger to cover the offer and sale of the Shares. After such two-
year period, the Stockholders may not resell the Shares without separate
registration under the Act, compliance with Rule 144 promulgated under the
Act, or reliance upon some other exemption under the Act in a manner speci-
fied in a written opinion of counsel satisfactory to the Company to the
effect that the proposed disposition will not be in violation of any of the
provisions of the Act, specifying such exemption.
All material that follows is new material.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 10, 1994
Prospectus
1,640,164 Shares
GENERAL SIGNAL CORPORATION
Common Stock
The shares (the "Shares") of common stock, par value
$1.00 per share (the "Common Stock"), being offered hereby are
being sold for the accounts of seven stockholders (the "Selling
Stockholders") of General Signal Corporation ("General Signal"
or the "Company"). The Shares were issued to the Selling
Stockholders, without registration under the Securities Act of
1933, as amended (the "Act"), in exchange for shares of common
stock, par value $.01 per share, of Revco Scientific, Inc.
("Revco") previously owned by such persons in connection with
the merger (the "Merger") of GSRSI, Inc., a wholly owned sub-
sidiary of the Company, with and into Revco. General Signal
will not receive any of the proceeds from the sale of the
Shares. The last sale price of the Common Stock as reported on
the New York Stock Exchange on January 7, 1994 was $36 per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Each Selling Stockholder will, from time to time,
offer for sale and sell or distribute the Shares to be offered
by him hereby (a) in regular way brokerage transactions on the
New York Stock Exchange or the Pacific Stock Exchange or in
exchange distributions through the facilities of said
exchanges, (b) in negotiated transactions, (c) through one or
more underwriters, dealers or agents, or (d) through other
means; sales on or through the facilities of the New York Stock
Exchange or the Pacific Stock Exchange or in negotiated trans-
actions will be effected at such prices as may be obtainable
and as may be satisfactory to such Selling Stockholder; and no
sales or distributions other than as disclosed herein will be
effected until after this Prospectus shall have been appropri-
ately amended or supplemented, if required, to set forth the
terms thereof. In certain cases the Selling Stockholders,
underwriters that participate in the distribution of the
<PAGE>
Shares, brokers executing sales orders on behalf of the Selling
Stockholders and dealers purchasing Shares from the Selling
Stockholders for resale may be deemed to be "underwriters" as
that term is defined in Section 2(11) of the Act. Normal com-
mission expenses and brokerage fees are payable individually by
the Selling Stockholders.
Expenses of this offering, estimated at $50,000, will
be paid by General Signal.
The date of this Prospectus is __________, 1993.
###################################################################
# Information contained herein is subject to completion or amend- #
# ment. 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. #
###################################################################
<PAGE>
-2-
AVAILABLE INFORMATION
The Company is subject to the informational require-
ments of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports and
other information with the Commission relating to its business,
financial position, results of operations and other matters.
Such reports and other information can be inspected and copied
at the Public Reference Section maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at its Regional Offices located at Northwestern Atrium Cen-
ter, 500 West Madison Street, Chicago, Illinois 60661, and 7
World Trade Center, 15th Floor, New York, New York 10048. Cop-
ies of such material can also be obtained from the Public Ref-
erence Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Common Stock
is listed on the New York Stock Exchange and the Pacific Stock
Exchange and such material can also be inspected at the offices
of such exchanges. The offices of such exchanges are: the New
York Stock Exchange, 20 Broad Street, New York, New York 10005
and the Pacific Stock Exchange, 115 Sansome Street, Suite 1104,
San Francisco, California 94104.
The Company has filed with the Commission a registra-
tion statement (the "Registration Statement") under the Securi-
ties Act with respect to the Shares offered hereby. This Pro-
spectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.
Reference is made to the Registration Statement and to the
exhibits relating thereto for further information with respect
to the Company and the Shares offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference herein
its (i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, (ii) Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993, (iii) Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993, (iv) Quarterly
Report on Form 10-Q for the quarter ended September 30, 1993,
(v) report on Form 8-K dated February 2, 1993, (vi) report on
Form 8-K dated March 7, 1986, and (vii) report on Form 8-K
dated June 21, 1990, previously filed with the Commission under
File No. 1-996. All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and before the termination of the
<PAGE>
-3-
offering of the Common Stock offered hereby shall be deemed
incorporated herein by reference, and such documents shall be
deemed to be a part hereof from the date of filing such docu-
ments. Any statement contained herein or in a document incor-
porated or deemed to be incorporated by reference herein shall
be deemed to 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 also is or is
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 super-
seded, to constitute a part of this Prospectus.
The Company will provide without charge to each per-
son to whom this Prospectus is delivered, on the written or
oral request of any such person, a copy of any or all of the
above documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifi-
cally incorporated by reference into the documents that this
Prospectus incorporates). Written or oral requests should be
directed to General Signal Corporation, High Ridge Park,
Box 10010, Stamford, Connecticut 06904, Attention: Vice Presi-
dent, General Counsel and Secretary (telephone (203) 357-8800).
THE COMPANY
The Company, incorporated in New York in 1904,
designs, manufactures and sells equipment and instruments for
the process control, electrical, automotive, mass transporta-
tion and telecommunications industries. The Company serves
these markets through three product sectors: (1) Process Con-
trols, (2) Electrical Controls, and (3) Industrial Technology.
USE OF PROCEEDS
The Company will not receive any proceeds from the
sale of the Shares.
<PAGE>
-4-
SELLING STOCKHOLDERS
The Shares being offered hereby are owned of record ben-
eficially by seven stockholders of the Company who acquired their
interests by virtue of the Merger.
The following table sets forth the number of shares of
Common Stock owned by each of the Selling Stockholders, the number
of shares offered hereby and the number of shares to be owned if
all of the shares offered hereby are sold.
<TABLE>
<CAPTION>
Number of Shares
to be Owned
Shares if all of the
Number of Offered Shares Offered
Names and Address Shares Owned Hereby Hereby are Sold
<S> <C> <C> <C>
Daniel B. Dawley(1)(2) 491,183(3) 491,183(3) 0
28 Peach Knob
Asheville, NC 28804
Martha Driver Associates 37,487 37,487 0
Inc. Profit Sharing
Trust(2)
100 West 57th Street
New York, NY 10009
Martha M. Driver and 99,958 99,958 0
Albert W. Driver,
Co-Trustees 3/29/93
Martha M. Driver
Trust Agreement(2)
100 West 57th Street
New York, NY 10009
Richard L. Lasher(2)(4) 127,508(3) 127,508(3) 0
21 Robin Lane
Weaverville, NC 28787
Glenn A. Walters(2)(5) 206,772(3) 206,772(3) 0
8 Alpine Court
Asheville, NC 28805
<PAGE>
-5-
TCW Special Placement 657,642 657,642 0
Fund II(2)
c/o Patrick F. Clearly
Suite 2200
200 Park Avenue
New York, NY 10166
TCW Capital(2) 19,614 19,614 0
c/o Patrick Cleary
Suite 2200
200 Park Avenue
New York, NY 10166
(1) Mr. Dawley is President of Revco Scientific, Inc., a sub-
sidiary of the Company. Mr. Dawley was Chairman of the
Board, Chief Executive Officer and President of Revco
prior to the Merger.
(2) Each of these persons was a director of Revco prior to the
Merger.
(3) Includes shares held in an Individual Retirement Account,
First Union National Bank of North Carolina, as custodian.
(4) Mr. Lasher is Vice President-Sales of Revco Scientific,
Inc., a subsidiary of the Company. Mr. Lasher was Vice
President-Marketing of Revco prior to the Merger.
(5) Mr. Walters was Vice President-Finance of Revco prior to
the Merger.
</TABLE>
<PAGE>
-6-
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists
of 75,000,000 shares of Common Stock, and 10,000,000 shares of
preferred stock, par value $1.00 per share (the "Preferred
Stock"). The Board of Directors of the Company is empowered to
cause shares of Preferred Stock to be issued in one or more
series, with the number of shares in each series and the
rights, preferences and limitations of each series determined
by it. As of the date of this Prospectus, no shares of the
Preferred Stock were outstanding.
Subject to any limitations prescribed in connection
with the issuance of any outstanding shares of Preferred Stock,
dividends, as determined by the Board of Directors of the Com-
pany, may be declared and paid on the Common Stock from time to
time out of any funds legally available therefor. The holders
of Common Stock are entitled to one vote per share and do not
have cumulative voting rights or preemptive rights. The Common
Stock is not subject to further calls and all of the outstand-
ing shares of Common Stock are fully paid and non-assessable,
except to the extent that under Section 630 of the New York
Business Corporation Law, the ten largest stockholders of the
Company, as determined by the fair value of their respective
beneficial interests, may under certain circumstances be held
personally liable for certain debts of the Company.
On March 7, 1986, the Board of Directors declared a
dividend distribution of one Common Stock Purchase Right (the
"Right") for each share of Common Stock outstanding on
March 21, 1986. Shares issued subsequent to March 21, 1986
automatically receive these Rights. A more detailed descrip-
tion of the terms of the Company's Rights is contained in the
March 7, 1986 Form 8-K and the June 21, 1990 Form 8-K, both of
which are incorporated herein by reference.
The Board of Directors of the Company is divided into
three classes having staggered three-year terms, so that the
terms of approximately one-third of the directors will expire
each year. The Company's Restated Certificate of Incorporation
requires the affirmative vote of two-thirds of all outstanding
shares entitled to vote to remove directors or to adopt, amend
or repeal any By-law, or any provision of the Restated Certifi-
cate of Incorporation, relating to (i) the number classifica-
tion and terms of office of directors, (ii) the quorum of
directors required for the transaction of business, (iii) the
filing of newly created directorships and vacancies occurring
in the Board of Directors, (iv) the removal of directors, or
<PAGE>
-7-
(v) the power of the Board of Directors to adopt, amend or
repeal By-laws of the Company or the vote of the Board of
Directors required for any such adoption, amendment or repeal.
The Transfer Agent and Registrar for the Common Stock
is The Bank of New York.
PLAN OF DISTRIBUTION
Each Selling Stockholder will, from time to time,
offer for sale and sell or distribute the Shares to be offered
by him hereby (a) in regular way brokerage transactions on the
New York Stock Exchange or the Pacific Stock Exchange or in
exchange distributions through the facilities of said
exchanges, (b) in negotiated transactions, (c) through one or
more underwriters, dealers or agents, or (d) through other
means; sales on or through the facilities of the New York Stock
Exchange or the Pacific Stock Exchange or in negotiated trans-
actions will be effected at such prices as may be obtainable
and as may be satisfactory to such Selling Stockholder; and no
sales or distributions other than as disclosed herein will be
effected until after this Prospectus shall have been appropri-
ately amended or supplemented, if required, to set forth the
terms thereof. In certain cases the Selling Stockholders,
underwriters that participate in the distribution of the
Shares, brokers executing sales orders on behalf of the Selling
Stockholders and dealers purchasing Shares from the Selling
Stockholders for resale may be deemed to be "underwriters" as
that term is defined in Section 2(11) of the Act. Normal com-
mission expenses and brokerage fees are payable individually by
the Selling Stockholders.
LEGAL MATTERS
Certain legal matters in connection with the Common
Stock being offered hereby will be passed upon for the Company
by Cahill Gordon & Reindel (a partnership including a profes-
sional corporation), New York, New York.
EXPERTS
The 1992 financial statements and schedules of Gen-
eral Signal Corporation and consolidated subsidiaries appearing
or incorporated by reference in General Signal Corporation's
Annual Report (Form 10-K) for the year ended December 31, 1992
have been audited by Ernst & Young, independent auditors, as
set forth in their report thereon included or incorporated by
<PAGE>
-8-
reference therein and incorporated herein by reference. Such
financial statements are incorporated herein in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
The financial statements and schedules of General
Signal Corporation and consolidated subsidiaries at
December 31, 1991 and for each of the two years in the period
ended December 31, 1991 appearing or incorporated by reference
in General Signal Corporation's Annual Report (Form 10-K) for
the year ended December 31, 1992 have been audited by KPMG Peat
Marwick, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein in reliance
upon the report of KPMG Peat Marwick pertaining to such finan-
cial statements given upon the authority of such firm as
experts in accounting and auditing.
<PAGE>
No dealer, salesperson or any
other person has been authorized to
give any information or to make any
representations not contained in
this Prospectus, and, if given or
made, such information or represen-
tations must not be relied upon as
having been authorized by the Com-
pany. This Prospectus does not 1,640,164 Shares
constitute an offer to sell, or
solicitation of an offer to buy, to
any person in any jurisdiction
where such an offer or solicitation
would be unlawful. Neither the GENERAL SIGNAL
delivery of this Prospectus nor CORPORATION
any sale made hereunder shall,
under any circumstances, create any
implication that the information
contained herein is correct as of
any time subsequent to the date Common Stock
hereof.
PROSPECTUS
TABLE OF CONTENTS
Page
Available Information......... 2
Incorporation of Certain
Documents by Reference...... 2
The Company................... 3
Use of Proceeds............... 3
Selling Stockholders.......... 4
Description of Capital
Stock....................... 6
Plan of Distribution.......... 7
Legal Matters................. 7
Experts....................... 7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution.
<S> <C>
Securities and Exchange Commission Registra-
tion Fee ....................................... $ 3,740*
Cost of Printing ................................. 3,500
Legal Services and Expenses (including Blue
Sky fees and expenses) ......................... 38,000
Miscellaneous .................................... 4,760
Total ...................... $50,000
Other than the Securities and Exchange Commission Regis-
tration Fee, all amounts set forth above are estimates.
</TABLE>
Item 15. Indemnification of Directors and Officers.
Article V, Section 1, Paragraph 1 of the By-Laws of
the Company reads as follows:
"SECTION 1: Except to the extent expressly
prohibited by the New York Business Corporation
Law, the Corporation shall indemnify each person
made or threatened to be made a party to any
action or proceeding, whether civil or criminal,
and whether by or in the right of the Corporation
or otherwise, by reason of the fact that such per-
son or such person's testator or intestate is or
was a director or officer of the Corporation, or
serves or served at the request of the Corporation
or any other corporation, partnership, joint ven-
ture, trust, employee benefit plan or other enter-
prise in any capacity while he or she was such a
director or officer (hereinafter referred to as
'Indemnified Person'), against judgments, fines,
penalties, amounts paid in settlement and reason-
able expenses, including attorneys' fees, incurred
in connection with such action or proceeding, or
any appeal therein, provided that no such
_________________________
* This amount was included as payment pursuant to Rule 457
of the Securities Act of 1933, as amended, in connection
with the filing of the Company's Registration Statement on
Form S-4 (No. 33-50081).
II-1
<PAGE>
indemnification shall be made if a judgment or
other final adjudication adverse to such Indem-
nified Person establishes that either (a) his or
her acts were committed in bad faith, or were the
result of active and deliberate dishonesty, and
were material to the cause of action so adjudi-
cated, or (b) that he or she personally gained in
fact a financial profit or other advantage towhich
he or she was not legally entitled."
The Company also has entered into individual con-
tracts with its directors, Chief Financial Officer and General
Counsel providing for indemnification similar to the indemnifi-
cation provisions in the Company's By-Laws. A copy of the Com-
pany's By-Laws has been filed with the Securities and Exchange
Commission as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1986.
Sections 721 through 726 of the New York Business
Corporation Law ("BCL") contain provisions for indemnification
by the Company, under certain circumstances, of officers and
directors of the Company for certain liabilities which may be
incurred by them in their capacities as such.
The Company has purchased insurance to indemnify the
Company and all of its directors, officers and certain other
employees who hold management positions in the Company and its
operating divisions and subsidiaries for those liabilities in
respect of which such indemnification insurance is permitted
under the laws of the State of New York.
Limitation on Directors' Liability. The Company's
Restated Certificate of Incorporation includes a provision
eliminating directors' liability to the Company and stockhold-
ers of the Company in certain circumstances authorized by New
York law. This provision, which is authorized by
Section 402(b) of the BCL, provides that a director shall not
be personally liable to the Company or its stockholders for
monetary damages for breach of duty as a director unless the
director's acts or omissions (a) were in bad faith,
(b) involved intentional misconduct or a knowing violation of
law, (c) resulted in the director deriving an improper personal
benefit, or (d) resulted in the paying of a dividend, the
approval of a stock repurchase, the distribution of corporate
assets upon dissolution, or the making of a loan to a director
in violation of Section 718 of the BCL.
II-2
<PAGE>
Item 16. Exhibits
Exhibit No. Description
4 Registration Rights Agreement
dated October 15, 1993, between
the Registrant and the parties
named on the signature pages
thereto.
5* Opinion of Cahill Gordon &
Reindel regarding the legality of
the securities being registered.
23.1* Consent of Ernst & Young.
23.2* Consent of KPMG Peat Marwick.
23.3* Consent of Cahill Gordon &
Reindel (included in Exhibit 5).
24* Powers of Attorney.
_____________________
* Previously filed.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this
registration statement 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 registation statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
II-3
<PAGE>
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Secu-
rities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Secu-
rities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new reg-
istration 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 aris-
ing under the Securities Act of 1933 may be permitted to direc-
tors, officers and controlling persons of the registrant pursu-
ant 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 pol-
icy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such lia-
bilities (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 con-
trolling person in connection with the securities being regis-
tered, the registrant will, unless in the opinion of its coun-
sel the matter has been settled by controlling precedent, sub-
mit 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 adjudi-
cation of such issue.
II-4
<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 or
amendment thereto to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Stamford, State of
Connecticut, on the 7th day of January, 1994.
GENERAL SIGNAL CORPORATION
By:/s/ Edgar J. Smith, Jr._______
Edgar J. Smith, Jr.
Vice President, General
Counsel and Secretary
Powers of Attorney
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement or amendement thereto has
been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
*
(Edmund M. Carpenter) Chairman and Chief January 7, 1994
Executive Officer
and Director
(principal Executive
Officer)
*
(Stephen W. Nagy) Senior Vice Presi- January 7, 1994
dent-Finance and Chief
Financial Officer
(Principal Financial
and Accounting Officer)
*
(Terry J. Mortimer) Vice President and January 7, 1994
Controller (Principal
Accounting Officer)
*
(Ralph E. Bailey) Director January 7, 1994
II-5
<PAGE>
*
(Van C. Campbell) Director January 7, 1994
*
(Ronald E. Ferguson) Director January 7, 1994
*
(John P. Horgan) Director January 7, 1994
*
(C. Robert Kidder) Director January 7, 1994
*
(Richard J. Kogan) Director January 7, 1994
*
(Nathan R. Owen) Director January 7, 1994
*
(Roland W. Schmitt) Director January 7, 1994
*
(John R. Selby) Director January 7, 1994
*By: /s/ Edgar J. Smith, Jr.
(Edgar J. Smith, Jr.)
</TABLE>
II-6
<PAGE>
Exhibit Index
Exhibit No. Description
4 Registration Rights Agreement
dated October 15, 1993, between
the Registrant and the parties
named on the signature pages
thereto.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement")
is made and entered into as of October 15, 1993, by and among
General Signal Corporation, a New York corporation (the "Com-
pany"), and those persons listed on the signature pages hereto
(collectively, the "Holders")
RECITALS
A. In connection with the Agreement and Plan of
Merger by and among Revco Scientific, Inc, a Delaware corpora-
tion ("Revco"), GSRSI, Inc., a Delaware corporation and subsid-
iary of the Company ("GSRSI"), and the Company dated as of
August 23, 1993, the Company desires to grant to each of the
Holders certain registration rights with respect to the shares
of common stock, par value $1.00 per share (the "Common
Stock"), of the Company received by each of the Holders in con-
nection with the merger (the "Merger") of GSRSI with and into
Revco (collectively, the "Securities").
B. The parties hereto desire to set forth the terms
and conditions of the Company's and the Holders' respective
covenants and agreements in respect of the registration of the
Securities with the Securities and Exchange Commission (the
"Commission") and all applicable state securities agencies.
C. In consideration of the premises and the mutual
agreements contained herein, the parties hereby agree as
follows:
AGREEMENT
1. Shelf Registration. The Company shall take the
following actions:
(a) The Company shall use all reasonable
efforts to cause a registration statement on Form S-3 (the
"Registration Statement") relating to the offer and sale
of the Securities by the Holders from time to time in
accordance with the methods of distribution set forth in
the Registration Statement and Rule 415 under the Securi-
ties Act of 1933, as amended (the "Securities Act"), to be
declared effective under the Securities Act (the "Shelf
<PAGE>
-2-
Registration") as soon as practicable after such time as
results covering at least 30 days of combined operations
of the Company and Revco have been published by the Com-
pany, in the form of a quarterly earnings report, a report
to the Commission on Form 10-K, 10-Q or 8-K, or any other
public filing or announcement which includes such combined
results of operations. The Company will release such
results as soon as reasonably practicable; provided that
in no event shall the Company be obligated to release such
results at a time and in a manner inconsistent with past
practice.
(b) The Company shall use all reasonable
efforts to keep the Registration Statement continuously
effective in order to permit the prospectus included
therein (the "Prospectus") to be usable by the Holders for
a period of two years after the closing date of the
Merger, or such shorter period that will terminate when
all of the Securities covered by the Registration State-
ment have been sold pursuant to the Shelf Registration.
(c) Except as permitted by Section 2(h) hereof,
the Company shall cause the Registration Statement and the
Prospectus and any amendment or supplement thereto, as of
the effective date of such Registration Statement, amend-
ment or supplement, (i) to comply in all material respects
with the applicable requirements of the Securities Act and
the rules and regulations of the Commission and (ii) not
to contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading,
except that this covenant shall not apply to statements or
omissions made in reliance upon and in conformity with
information specifically relating to the Holders furnished
to the Company in writing by the Holders expressly for use
in the Registration Statement and the Prospectus and any
amendment or supplement thereto.
2. Registration procedures. In connection with the
Shelf Registration, the following provisions shall apply:
(a) The Company shall furnish to each Holder,
prior to the filing thereof with the Commission, a copy of
the Registration Statement and each amendment thereof and
each supplement, if any, to the Prospectus.
<PAGE>
-3-
(b) The Company shall advise the Holders in
writing:
(i) when the Registration Statement and any
amendment thereto has been filed with the Commission
and when the Registration Statement or any post-
effective amendment thereto has become effective;
(ii) of any request by the Commission for amend-
ments or supplements to the Registration Statement or
the Prospectus or for additional information;
(iii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Regis-
tration Statement or the initiation or threat of any
proceedings for that purpose;
(iv) of the receipt by the Company of any noti-
fication with respect to the suspension of the quali-
fication of the Securities for sale in any jurisdic-
tion or the initiation or threatening of any proceed-
ing for such purpose; and
(v) of the happening of any event that requires
the Company to make changes in the Registration
Statement or the Prospectus in order to make the
statements therein not misleading (which advice shall
be accompanied by an instruction to suspend the use
of the Prospectus until the requisite changes have
been made).
(c) The Company shall use all reasonable
efforts to prevent the issuance or obtain the withdrawal
of any order suspending the effectiveness of the Registra-
tion Statement at the earliest possible time.
(d) The Company shall furnish to each Holder,
without charge, at least one copy of the Registration
Statement and any post-effective amendment or supplement
thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all exhibits
(including those incorporated by referrence).
(e) The Company shall deliver to each Holder,
without charge, as many copies of the Prospectus and any
amendment or supplement thereto as such persons may rea-
sonably request. The Company consents, subject to the
<PAGE>
-4-
provisions of this Agreement, to the use of the Prospectus
or any amendment or supplement thereto by each of the
Holders in connection with the offering and sale of the
Securities covered by the Prospectus, or any amendment or
supplement thereto.
(f) Prior to any public offering of the Securi-
ties pursuant to the Shelf Registration, the Company shall
register or qualify or cooperate with the Holders in con-
nection with the registration or qualification of such
Securities for offer and sale under the securities or blue
sky laws of such jurisdictions in the United States as any
Holder reasonably requests in writing and do any and all
other acts or things necessary or advisable to enable the
offer and sale of the Securities in such jurisdictions;
provided that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where
it is not then so qualified or (ii) take any action which
would subject it to general service of process or to taxa-
tion in any jurisdiction where it is not then so subject.
(g) The Company shall cooperate with the Hold-
ers to facilitate the timely preparation and delivery of
certificates representing Securities to be sold pursuant
to the Shelf Registration, free of any restrictive legends
and in such denominations and registered in such names as
the Holders may request, a reasonable period of time prior
to sales of the Securities pursuant to the Shelf
Registration.
(h) Upon the occurrence of any event contem-
plated by Section 2(b)(v) above, the Company shall, as
promptly as reasonably practicable, prepare a
post-effective amendment to the Registration Statement or
a supplement to the Prospectus or file any other required
document so that, as thereafter delivered to purchasers of
the Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material
fact necessary to make the statements therein not mislead-
ing; provided that the Company shall not be required to
amend the Registration Statement or supplement the Pro-
spectus in the event that and for so long as (i) an event
occurs and is continuing as a result of which the Regis-
tration Statement or the Prospectus would, in the Compa-
ny's good faith judgment, contain an untrue statement of a
material fact or omit to state a material fact necessary
to make the statements therein not misleading in light of
<PAGE>
-5-
the circumstances under which they were made, and (ii) the
Company determines, in its good faith judgment, that the
disclosure of such an event at such time would materially
adversely affect the interests of the Company or its
equityholders; provided, however, that in no event shall
the Company fail to amend the Registration Statement or
supplement the Prospectus for more than 60 consecutive
days during any 90-day period. The Company agrees to
notify the Holders to suspend use of the Prospectus as
promptly as practicable after the occurrence of such an
event, and the Holders hereby agree to suspend use of the
Prospectus until the Company has amended or supplemented
the Prospectus to correct such misstatement or omission.
(i) The Company will comply with all rules and
regulations of the Commission to the extent and so long as
they are applicable to the Shelf Registration.
(j) The Company may require each Holder to fur-
nish to the Company such information regarding the Holder
and the distribution of the Securities pursuant to the
Shelf Registration as the Company may from time to time
reasonably require for inclusion in the Registration
Statement.
3. Registration Expenses. The Company shall bear
all expenses incurred in connection with the performance of its
obligations under Sections 1 and 2 hereof.
4. Holdback Agreements. The Company and the Hold-
ers agree as follows:
(a) To the extent not inconsistent with appli-
cable law, each Holder agrees not to effect any public
sale or distribution of the Securities during the 10 day
period prior to, and during the 90 day period beginning
on, the effective date of any registration statement filed
by the Company to register Common Stock or securities con-
vertible into or exchangeable for Common Stock (other than
a registration Statement on Form S-8 or its equivalent) of
the Company (except as part of the Shelf Registration), if
requested in writing by the Company, in the case of a
non-underwritten public offering, or by the managing
underwriter or underwriters, in the case of any underwrit-
ten public offering; provided, however, that the Holders
shall not be required to comply with such a request more
than once in any 365-day period.
<PAGE>
-6-
(b) If the Company gives notice pursuant to
Rule 135 under the Securities Act that it proposes to make
a public offering of Common Stock or securities convert-
ible into or exchangeable for Common Stock, the Company
shall concurrently give notice of such proposed offering
to the Holders.
5. Indemnification.
(a) The Company shall indemnify and hold harm-
less each Holder and each person, if any, who controls
such Holder within the meaning of Section 15 of the Secu-
rities Act or Section 20 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and each director,
officer, employee or agent of such Holder from and against
any loss, claim, damage, expense, cost or liability, joint
or several, and any action in respect thereof, to which
such Holder, controlling person, director, officer,
employee or agent may become subject, insofar as such
loss, claim, damage, liability, expense, cost or action
arises out of, or is based upon, any untrue statement or
alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus or in any
amendment or supplement thereto or which arises out of, or
is based upon, the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading,
and shall promptly reimburse such Holder and each such
controlling person, director, officer, employee or agent
for any legal and other expenses reasonably incurred, as
such legal and other expenses are incurred, by such Holder
or controlling person, director, officer, employee or
agent in investigating or defending or preparing to defend
against any such loss, claim, damage, liability, expense,
cost or action; provided that the Company shall not be
liable in any such case to the extent that any such loss,
claim, damage, liability, expense, cost or action arises
out of, or is based upon, any untrue statement or alleged
untrue statement or omission or alleged omission made in
the Registration Statement or the Prospectus or in any
amendment or supplement thereto in reliance upon and in
conformity with written information specifically relating
to a Holder furnished to the Company by or on behalf of
such Holder specifically for inclusion therein; and pro-
vided further that this indemnity shall not inure to the
benefit of such Holder, any person controlling such Holder
<PAGE>
-7-
or any director, officer, employee or agent of such Holder
on account of any loss, claim, damage, liability, expense,
cost or action arising from the sale of Securities to any
person by such Holder if such Holder or such Holder's
agent failed to send or deliver a copy of the Prospectus
with or prior to the delivery of written confirmation of
the sale of Securities by such Holder to the person
asserting such loss, claim, damage, liability, expense,
cost or action who purchased Securities that are the sub-
ject thereof from such Holder, and such delivery would
have eliminated such loss, claim, damage, liability,
expense, cost or action, unless such failure resulted from
non-compliance by the Company with the first sentence of
Section 2(e) hereof following the Company's compliance
with Section 2(d) hereof. The foregoing indemnity agree-
ment is in addition to any liability which the Company may
otherwise have to such Holder or any controlling person,
director, officer, employee or agent of such Holder. The
Company shall also indemnify underwriters, selling bro-
kers, dealer managers and similar securities industry pro-
fessionals participating in the distribution (as described
in the Registration Statement), their officers and direc-
tors and each person who controls such persons (within the
meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) to the same extent as provided above
with respect to the indemnification of the Holders if
requested by such Holders.
(b) Each Holder, severally and not jointly,
shall indemnify and hold harmless the Company, any person
who controls the Company and each director, officer,
employee or agent of the Company from and against any
loss, claim, damage, expense, cost or liability and any
action in respect thereof, to which the Company or any
such controlling person, director, officer, employee or
agent may become subject, insofar as such loss, claim,
damage, liability, expense, cost or action arises out of,
or is based upon, any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement or the Prospectus or in any amendment or supple-
ment thereto or which arises out of, or is based upon, the
omission or alleged omission to state therein a material
fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not
misleading, but in each case only to the extent that the
untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in
<PAGE>
-8-
conformity with written information specifically relating
to a Holder furnished to the Company by or on behalf of
such Holder specifically for inclusion therein, and shall
reimburse the Company or any such controlling person,
director, officer, employee or agent for any legal and
other expenses reasonably incurred by the Company or any
such controlling person, director, officer, employee or
agent in investigating or defending or preparing to defend
against any such loss, claim, damage, liability, expense,
cost or action. The foregoing indemnity agreement is in
addition to any liability which such Holder may otherwise
have to the Company or any of its controlling persons,
directors, officers, employees or agents. The Company
shall be entitled to receive indemnities from underwrit-
ers, selling brokers, dealer managers and similar securi-
ties industry professionals participating in the distribu-
tion, to the same extent as provided above with respect to
information so furnished in writing by such persons spe-
cifically for inclusion in the Registration Statement or
the Prospectus or any amendment or supplement thereto.
(c) Promptly after receipt by an indemnified
party under this Section 5 of notice of any claim or the
commencement of any action (including, without limitation,
any governmental investigation or inquiry), the indem-
nified party shall, if a claim in respect thereof is to be
made against the indemnifying party under this Section 5,
notify the indemnifying party in writing of the claim or
the commencement of the action, provided that the failure
to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party
under this Section 5 except to the extent that it has been
prejudiced in any material respect by such failure or from
any liability which it may have to an indemnified party
otherwise than under this Section 5. If any such claim or
action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indem-
nifying party shall be entitled to participate therein,
and, to the extent that it wishes, to assume the defense
thereof with counsel reasonably satisfactory to the indem-
nified party. After notice from the indemnifying party to
the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this
Section 5 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of
<PAGE>
-9-
investigation; provided that each Holder shall have the
right to employ counsel to represent such Holder and its
respective controlling persons, directors, officers,
employees or agents who may be subject to liability aris-
ing out of any claim in respect of which indemnity may be
sought by such Holder against such indemnifying party
under this Section 5 if the employment of such counsel
shall have been authorized in writing by such indemnifying
party in connection with the defense of such action or the
indemnifying party shall not have promptly employed coun-
sel reasonably satisfactory to the indemnified party to
assume the defense of such action or counsel for any of
the indemnified parties shall have reasonably concluded
that there may be defenses available to such Holder and
its respective controlling persons, directors, officers,
employees or agents which are in conflict with those
available to the indemnifying party, and in that event the
reasonable fees and expenses of one firm of separate coun-
sel for all Holders (in addition to the reasonable fees
and expenses of local counsel) shall be paid by the indem-
nifying party.
(d) If the indemnification provided for in this
Section 5 shall for any reason be unavailable to any
indemnified party under Section 5(a) or 5(b) hereof in
respect of any loss, claim, damage, expense, cost or lia-
bility, or any action in respect thereof, referred to
therein, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a
result of such loss, claim, damage, expense, cost or lia-
bility, or action in respect thereof, in such proportion
as is appropriate to reflect the relative fault of the
Company on the one hand and such Holder on the other with
respect to the statements or omissions which resulted in
such loss, claim, damage, expense, cost or liability, or
action in respect thereof, as well as any other relevant
equitable considerations. The relative fault shall be
determined by reference to whether the untrue or alleged
untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information
supplied by the Company on the one hand or such Holder on
the other, the intent of the parties and their relative
knowledge, access to information and opportunity to cor-
rect or prevent such statement or omission. The amount
paid or payable by an indemnified party as a result of the
loss, claim, damage, expense, cost or liability, or action
<PAGE>
-10-
in respect thereof, referred to above in this Section 5(d)
shall be deemed to include, for purposes of this
Section 5(d), any legal or other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
(e) The agreements contained in this Section 5
shall survive the sale of Securities pursuant to the Shelf
Registration and shall remain in full force and effect,
regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any
indemnified party.
6. Miscellaneous.
(a) Amendments and Waivers. The provisions of
this Agreement may not be amended, modified or supple-
mented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has
obtained the written consent of the Holders of a majority
of the Securities.
(b) Notices. All notices and other communica-
tions provided for or permitted hereunder shall be made in
writing by hand-delivery, first-class mail, telex,
telecopier, or air courier which guarantees overnight
delivery:
(1) if to a Holder, at the most current
address given to the Company by such Holder; and
(2) if to the Company, at its address as
follows:
General Signal Corporation
One High Ridge Park
Stamford, Connecticut 06904
Attention: Edgar J. Smith, Jr., Esq.
All such notices and communications shall be
deemed to have been duly given: at the time delivered by
hand, if personally delivered; three business days after
being deposited in the mail, postage prepaid, if mailed;
<PAGE>
-11-
when answered back, if telexed; when receipt acknowledged
by recipient's telecopy operator, if telecopied, and on
the day delivered, if sent by overnight air courier guar-
anteeing next day delivery.
(c) Successors and Assigns. This Agreement
shall inure to the benefit of and be binding upon the suc-
cessors and assigns of each of the parties, including
without limitation and without the need for an express
assignment, subsequent holders of the Securities.
(d) Counterparts. This Agreement may be exe-
cuted in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of
which taken together shall constitute one and the same
Agreement.
(e) Headings. The headings in this Agreement
are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.
(f) Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of New York.
(g) Severability. If any one or more of the
provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforce-
able, the validity, legality and enforceability of any
such provision in every other respect and of the remaining
provisions contained herein shall not be affected or
impaired thereby.
<PAGE>
-12-
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
GENERAL SIGNAL CORPORATION
By:
Name:
Title:
DANIEL B. DAWLEY
FIRST UNION NATIONAL BANK, as
custodian for Daniel B. Dawley
IRA Account # 227-296-4185
By:
Name:
Title:
GLENN A. WALTERS
FIRST UNION NATIONAL BANK, as
custodian for Glenn A. Walters
IRA Account # 417-72-0587
By:
Name:
Title:
RICHARD L. LASHER
<PAGE>
-13-
FIRST UNION NATIONAL BANK, as
custodian for Richard L. Lasher
IRA Account # 238-82-2513
By:
Name:
Title:
MARTHA M. DRIVER TRUST
By:
Name:
Title:
MARTHA DRIVER ASSOCIATES, INC.
PROFIT SHARING PLAN
By:
Name:
Title:
TCW SPECIAL PLACEMENTS FUND II
By:
Name:
Title:
TCW CAPITAL, as Investment
Manager
By:
Name:
Title:
