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Registration No. 33-46613
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
GENERAL SIGNAL CORPORATION
(Name of registrant as specified in charter)
New York 16-0445660
(State of Incorporation) (I.R.S. No.)
ONE HIGH RIDGE PARK, STAMFORD, CONNECTICUT 06904
(203) 357-8800
(Address of Principal Executive Offices)
GENERAL SIGNAL CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
(Full title of the plan)
EDGAR J. SMITH, JR., ESQ.
Vice President, General Counsel and Secretary
GENERAL SIGNAL CORPORATION
One High Ridge Park, P.O. Box 10010
Stamford, Connecticut 06904
(203) 357-8800
(Name, address and telephone number of agent for service)
Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, as amended, this Registration Statement also
serves as a Post-Effective Amendment to Registration Statement No.
33-22356.
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GENERAL SIGNAL CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The information listed below, which has been filed by the Corporation
or the Plan with the Commission, is specifically incorporated herein by
reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1993
of the Corporation.
(b) Annual Report on Form 11-K for the year ended December 31, 1993
of the Plan.
All reports and other documents subsequently filed by the Corporation
or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.
Item 4. Description of Securities
The authorized capital stock of the Corporation consists of
150,000,000 shares of Common Stock, par value $1.00 per share, and
10,000,000 shares of Preferred Stock, par value $1.00 per share. The
Board of Directors of the Corporation 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 of the Corporation were outstanding.
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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 Corporation 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
Corporation's Common Stock is not subject to further calls and all of the
outstanding shares of Common Stock are fully paid and non-assessable.
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 automatically receive these Rights. The Rights
expire on March 21, 1996, unless redeemed earlier by the Corporation.
Each Right entitles its registered holder to purchase from the Corporation
one share of Common Stock at a price of $75 per Share, subject to
adjustment to prevent dilution.
The Rights are not exercisable and cannot be transferred separately
from the Common Stock until: 1) a person or group publicly announces the
acquisition of, or obtains the right to acquire, 20% or more of the
outstanding shares of the Corporation's Common Stock; or 2) a tender or
exchange offer is announced or commenced which would result in such an
acquisition. Within 10 days after such a 20% interest has actually been
obtained, the Corporation is entitled to redeem all of the Rights at a
price of $0.05 per Right.
If certain triggering events occur, and unless the Rights are
redeemed by the Corporation, the Rights holder is entitled to receive for
$75 per Right the number of shares of General Signal's or an acquiring
corporation's common stock having a market value of $150, subject to
adjustment to prevent dilution. This provision does not apply to Rights
that are beneficially owned by the acquirer. These triggering events are:
1) the Corporation is acquired in a merger or other business combination
transaction; 2) 50% or more of its assets or earnings power are sold; 3)
an acquirer engages in one of a number of self-dealing transactions
specified in the Rights Agreement; or 4) an acquirer becomes the
beneficial owner of 20% or more of the Corporation's outstanding shares of
Common Stock.
The Transfer Agent and Registrar for the Common Stock is The Bank of
New York.
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Item 5. Interests of Named Experts and Counsel
Experts
The 1993 and 1992 financial statements and schedules of General 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, 1993, and the financial statements of the
General Signal Corporation Savings and Stock Ownership Plan appearing in
the Plan's Annual Report (Form 11-K) for the year ended December 31, 1993,
have been audited by Ernst & Young, independent auditors, as set forth in
their reports thereon included or incorporated by reference therein and
incorporated herein by reference. Such financial statements are, and
audited financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of
Ernst & Young pertaining to such financial statements (to the extent
covered by consents filed with the Securities and Exchange Commission)
given upon the authority of such firm as experts in accounting and
auditing.
The statements of earnings, shareholders' equity and cash flows and
related schedules of General Signal Corporation and consolidated
subsidiaries for the year ended December 31, 1991 (prior to the acquisition
of Revco Scientific,Inc.) which appears in the December 31, 1993 annual
report on Form 10-K of General Signal Corporation, incorporated by reference
herein and elsewhere in the registration statement have been incorporated
herein and in the registration statement in reliance upon the report of KPMG
Peat Marwick, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing.
Legal Opinion
Certain legal matters in connection with the securities offered by
this Prospectus have been passed upon by Cahill Gordon & Reindel (a
partnership including a professional corporation), counsel for the
Corporation.
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Item 6. Indemnification of Directors and Officers
Article V, Section 1 of the By-Laws of the Corporation 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 person 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 any other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise 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 reasonable
expenses, including attorneys' fees, incurred in connection with such
action or proceeding, or any appeal therein, provided that no such
indemnification shall be made if a judgment or other final adjudication
adverse to such Indemnified 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
adjudicated, or (b) that he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled.
The Corporation shall advance or promptly reimburse upon request any
Indemnified Person for all expenses, including attorneys' fees, reasonably
incurred in defending any action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
Indemnified Person to repay such amount if such Indemnified Person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or
reimbursed exceed the amount to which such Indemnified Person is entitled.
Nothing herein shall limit or affect any right of any Indemnified
Person otherwise than hereunder to indemnification or expenses, including
attorneys' fees, under any statute, rule, regulation, certificate of
incorporation, by-law, insurance policy, contract or otherwise.
Anything in these by-laws to the contrary notwithstanding, no
elimination of this by-law, and no amendment of this by-law adversely
affecting the right of any Indemnified Person to indemnification or
advancement of expenses hereunder shall be effective until the 60th day
following notice to such Indemnified Person of such action, and no
elimination of or amendment to this by-law shall thereafter deprive any
Indemnified Person of his or her rights hereunder arising out of alleged
or actual occurrences, acts or failures to act prior to such 60th day.
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The Corporation shall not, except by elimination or amendment of this
by-law in a manner consistent with the preceding paragraph, take any
corporate action or enter into any agreement which prohibits, or otherwise
limits the rights of any Indemnified Person to, indemnification in
accordance with the provisions of this by-law. The indemnification of any
Indemnified Person provided by this by-law shall be deemed to be a
contract between the Corporation and each Indemnified Person and shall
continue after such Indemnified Person has ceased to be a director or
officer of the Corporation and shall inure to the benefit of such
Indemnified Person's heirs, executors, administrators and legal
representatives. If the Corporation fails timely to make any payment
pursuant to the indemnification and advancement or reimbursement of
expenses provisions of this Article V and an Indemnified Person commences
an action or proceeding to recover such payment, the Corporation in
addition shall advance or reimburse such Indemnified Person for the legal
fees and other expenses of such action or proceeding.
The Corporation is authorized to enter into agreements with any of
its directors or officers extending rights to indemnification and
advancement of expenses to such Indemnified Person to the fullest extent
permitted by applicable law, but the failure to enter into any such
agreement shall not affect or limit the rights of such Indemnified Person
pursuant to this by-law, it being expressly recognized hereby that all
directors or officers of the Corporation, by serving as such after the
adoption hereof, are acting in reliance hereon and that the Corporation is
estopped to contend otherwise. Persons who are not directors or officers
of the Corporation shall be similarly indemnified and entitled to
advancement or reimbursement of expenses to the extent authorized at any
time by the Board of Directors.
In case any provision in this by-law shall be determined at any time
to be unenforceable in any respect, the other provisions shall not in any
way be affected or impaired thereby, and the affected provision shall be
given the fullest possible enforcement in the circumstances, it being the
intention of the Corporation to afford indemnification and advancement of
expenses to its directors or officers, acting in such capacities or in the
other capacities mentioned herein, to the fullest extent permitted by law
whether arising from alleged or actual occurrences, acts or failures to
act occurring before or after the adoption of this Article V.
For purposes of this by-law, the Corporation shall be deemed to have
requested an Indemnified Person to serve an employee benefit plan where
the performance by such Indemnified Person of his or her duties to the
Corporation also imposes duties on, or otherwise involves services by,
such Indemnified Person to the plan or participants or beneficiaries of
the plan, and excise taxes assessed on an Indemnified Person with respect
to an employee benefit plan pursuant to applicable law shall be considered
indemnifiable fines. For purposes of this by-law, the term `Corporation'
shall include any legal successor to the Corporation, including any
corporation which acquires all or substantially all of the assets of the
Corporation in one or more transactions."
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The Corporation also has entered into individual contracts with all
its directors, Chief Financial Officer and General Counsel providing for
indemnification similar to the indemnification provisions in the By-laws.
Sections 721 through 726 of the New York Business Corporation Law
contain provisions for indemnification by the Corporation, under certain
circumstances, of officers and directors of the Corporation for certain
liabilities which may be incurred by them in their capacities as such.
The Corporation has purchased insurance to indemnify the Corporation
and all of its directors, officers and certain other employees who hold
management positions in the Corporation 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.
The Corporation has additionally purchased insurance, as an extension
of the foregoing policy, covering any directors, officers, and full-time
salaried employees who are or shall be in breach of any fiduciary duty
imposed by the Employee Retirement Income Security Act of 1974 upon
fiduciaries as defined under that Act.
The Corporation's Certificate of Incorporation provides that a
director of the Corporation shall not be personally liable to the
Corporation or its shareholders 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 719 of the New York Business
Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
The undersigned registrant hereby undertakes that it will submit or
has submitted the General Signal Corporation Savings and Stock Ownership
Plan (the "Plan") under which the securities registered hereby are issued
and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in
order to qualify the Plan.
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Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act 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.
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(b) 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 Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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.
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SIGNATURES
The Registrant. 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-8 and
has duly caused this registration statement or amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Stamford, and the State of
Connecticut on this 12th day of May, 1994.
GENERAL SIGNAL CORPORATION
By: /s/ Edgar J. Smith, Jr.
Vice President, General Counsel
and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment to the registration statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
Edmund M. Carpenter* Chairman and Director May 12, 1994
(Principal Executive Officer)
Stephen W. Nagy* Senior Vice President-Finance May 12, 1994
and Chief Financial Officer
(Principal Financial Officer)
Terry J. Mortimer* Vice President and Controller May 12, 1994
(Principal Accounting Officer)
Ralph E. Bailey* Director May 12, 1994
Van C. Campbell* Director May 12, 1994
Ronald E. Ferguson* Director May 12, 1994
N. Bruce Hannay* Director May 12, 1994
C. Robert Kidder* Director May 12, 1994
John P. Horgan* Director May 12, 1994
Richard J. Kogan* Director May 12, 1994
Nathan R. Owen* Director May 12, 1994
Roland W. Schmitt* Director May 12, 1994
John R. Selby* Director May 12, 1994
*By /s/ Edgar J. Smith, Jr., Attorney-in-fact
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Pursuant to the requirements of the Securities Act of 1933, the
General Signal Corporation Savings and Stock Ownership Plan has duly
caused this registration statement or amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Stamford and the State of Connecticut on this
12th day of May, 1994.
General Signal Corporation
Savings and Stock Ownership Plan
By: /s/ Edgar J. Smith, Jr.
Vice President, General Counsel
and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment to the registration statement has been
signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
George Falconer* Member, Corporate May 12, 1994
Pension Board
Stephen W. Nagy* Chairman, Corporate May 12, 1994
Pension Board
/s/Edgar J. Smith, Jr. Member, Corporate May 12, 1994
Pension Board
Julian B. Twombly* Member, Corporate May 12, 1994
Pension Board
*By: /s/ Edgar J. Smith, Jr., Attorney-in-fact
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INDEX TO EXHIBITS
GENERAL SIGNAL CORPORATION
EXHIBITS TO REGISTRATION STATEMENT
ON FORM S-8
Exhibit No. Description
4.1* Restated Certificate of Incorporation of General
Signal Corporation, as amended through April 21,
1994 (Exhibit 3.1 of the registrant's quarterly
report on Form 10-Q filed May 11, 1994)
4.2* By-laws of General Signal Corporation, as amended
through April 21, 1994 (Exhibit 3.2 of the
registrant's quarterly report on Form 10-Q filed
May 11, 1994)
4.3* General Signal Corporation Savings and Stock
Ownership Plan as amended and restated April 18, 1994
(Exhibit 4.1 of the Annual Report on Form 11-K
for the fiscal year ended December 31, 1993 for the
General Signal Corporation Savings and Stock Ownership
Plan)
5.1* Opinion of Cahill Gordon & Reindel (Exhibit 5.1 to R.S.
No. 33-46613)
23.1 Consent of KPMG Peat Marwick (filed herewith)
23.2 Consent of Ernst & Young (filed herewith)
23.3 Consent of Cahill Gordon & Reindel (see Exhibit 5.1
incorporated by reference herein)
24.1* Powers of Attorney (Exhibit 25.1 to R.S. No. 33-46613))
24.2* Power of Attorney (Exhibit 24.2 of the Annual Report
on Form 11-K for the fiscal year ended December 31, 1992
for the General Signal Corporation Savings and Stock
Ownership Plan)
_______________
* Incorporated by reference to a previous
Registration Statement (R.S.), Post-Effective
Amendment, Form 10-K, Form 11-K, or Form 10-Q
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EXHIBIT 23.1
Consent of Independent Accountants
The Board of Directors
General Signal Corporation
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the
Registration Statement.
/s/ KPMG Peat Marwick
Stamford, Connecticut
May 10, 1994
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EXHIBIT 23.2
Consent of Independent Auditors
The Board of Directors
General Signal Corporation
We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 2 to the Registration Statement (Form S-8 No.
33-46613) pertaining to the General Signal Corporation Savings and Stock
Ownership Plan and related Prospectus and to the incorporation by reference
therein of our reports (a) dated January 25, 1994, with respect to the 1993
and 1992 financial statements and schedules of General Signal Corporation and
consolidated subsidiaries included or incorporated by reference in its Annual
Report (Form 10-K) and (b) dated March 25, 1994, with respect to the
financial statements of the General Signal Corporation Savings and Stock
Ownership Plan included in the Plan's Annual Report (Form 11-K), both for the
year ended December 31, 1993, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young
Stamford, Connecticut
May 10, 1994
