AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1995
Registration No. 33-62437-01
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8* TO
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
GENERAL SIGNAL CORPORATION
(Exact name of registrant as specified in charter)
New York 16-0445660
(State of Incorporation) (I.R.S. Employer Identification No.)
ONE HIGH RIDGE PARK, STAMFORD, CONNECTICUT 06904
(203) 357-8800
(Address of Principal Executive Offices)
DATA SWITCH CORPORATION
NON-QUALIFIED STOCK OPTION PLAN**
1989 INCENTIVE STOCK OPTION PLAN**
1983 INCENTIVE STOCK OPTION PLAN**
1982 INCENTIVE STOCK OPTION PLAN**
(Full title of the plans)
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, including area code, of
agent for service)
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the provisions of Rule 401(e) and the
procedure described herein. See "INTRODUCTORY STATEMENT NOT FORMING PART
OF PROSPECTUS."
** Each such Plan to be assumed by General Signal Corporation following the
effectiveness of the merger of Data Switch Corporation into General Signal
Acquisition Corporation pursuant to an Agreement and Plan of Merger dated
as of May 8, 1995.
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INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
General Signal Corporation ("General Signal") hereby
amends its Registration Statement on Form S-4 (No. 33-62437)
(the "Registration Statement"), by filing this Post-Effective
Amendment No. 1 on Form S-8 (the "Post-Effective Amendment")
relating to shares of the common stock, $1.00 par value per
share, of General Signal ("General Signal Common Stock")
issuable upon the exercise of stock options granted under Data
Switch Corporation's Non-Qualified Stock Option Plan, 1989
Incentive Stock Option Plan, 1983 Incentive Stock Option Plan,
and 1982 Incentive Stock Option Plan (together, the "Plans").
General Signal and Data Switch Corporation ("Data
Switch") entered into an Agreement and Plan of Merger dated as
of May 8, 1995 (the "Merger Agreement") pursuant to which on
November 9, 1995 Data Switch merged (the "Merger") into General
Signal Acquisition Corporation, a wholly owned subsidiary of
General Signal, with Data Switch as the surviving corporation.
In the Merger, each outstanding share (other than shares owned
by Data Switch as treasury stock or shares owned by any
subsidiary of Data Switch) of common stock, $.01 par value per
share, of Data Switch ("Data Switch Common Stock") was
converted into the right to receive 0.14357 of a share of
General Signal Common Stock. In addition, General Signal
assumed the Plans and the options previously granted thereunder
became exercisable on the basis set forth in the Prospectus
constituting a part of this Post-Effective Amendment for
0.14357 of a share of General Signal Common Stock per share of
Data Switch Common Stock subject to such option.
The designation of the Post-Effective Amendment as
Registration No. 33-62437-01 denotes that the Post-Effective
Amendment relates only to the shares of General Signal Common
Stock issuable upon exercise of stock options under the Plans
and that this is the first Post-Effective Amendment to the
Registration Statement filed with respect to such shares.
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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 registrant with the Commission, is specifically
incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended
December 31, 1994.
(b) Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995 of
the Corporation.
(c) Current Reports on Form 8-K dated March 7, 1986,
June 21, 1990, June 17, 1993 and June 26, 1995.
All reports and other documents subsequently filed by
the Corporation 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 General Signal
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 "Preferred Stock"). The Board of
Directors of General Signal 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 Registration Statement, no shares of the Preferred Stock
were outstanding.
Common Stock. 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 General Signal, may be declared and paid on
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General Signal Common Stock from time to time out of any funds
legally available therefor. The holders of General Signal
Common Stock are entitled to one vote per share and do not have
cumulative voting rights or preemptive rights. The General
Signal Common Stock is not subject to further calls and all of
the outstanding shares of General Signal Common Stock are fully
paid and non-assessable. Under Section 630 of the NYBCL, the
ten largest stockholders of General Signal, as determined by
the fair value of their respective beneficial interests, may
under certain circumstances be held personally liable for
certain debts of General Signal.
Rights Plan. On March 7, 1986, the Board of
-----------
Directors of General Signal declared a dividend distribution of
one common stock purchase right (a "General Signal Purchase
Right") for each share of General Signal Common Stock
outstanding on March 21, 1986. General Signal Common Stock
issued subsequent to March 21, 1986 automatically receives
these General Signal Purchase Rights. A more detailed
description of the terms of the General Signal Rights is
contained in three of General Signal's Current Reports on Form
8-K dated March 7, 1986, June 21, 1990 and June 17, 1993,
respectively, each of which is incorporated herein by
reference.
The Board of Directors of General Signal 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. General Signal's Certificate of
Incorporation requires the affirmative vote of two-thirds of
all outstanding shares entitled to vote to (1) remove
Directors, (2) adopt, amend or repeal any By-law, or any
provision of the Certificate of Incorporation, relating to
(i) the number, classification and terms of office of
Directors, (ii) the quorum of Directors required for the
transaction of business, (iii) the filling of newly created
directorships and vacancies occurring in the Board of
Directors, (iv) the removal of Directors, or (v) the power of
the Board of Directors to adopt, amend or repeal By-laws of
General Signal or the vote of the Board of Directors required
for any such adoption, amendment or repeal or (3) amend or
repeal the section of its Certificate of Incorporation
requiring such action.
The Transfer Agent and Registrar for General Signal
Common Stock is First Chicago Trust Company of New York.
<PAGE>
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Item 5. Interests of Named Experts and Counsel
Experts
The consolidated financial statements and schedules
of General Signal Corporation at December 31, 1994 and 1993 and
for each of the three years in the period ended December 31,
1994, appearing or incorporated by reference in General Signal
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon
included or incorporated by reference therein and incorporated
herein by reference. Such financial statements are
incorporated herein in reliance upon such reports given upon
the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of Best Power
Technology, Inc. at December 31, 1994 and 1993 and for each of
the three years in the period ended December 31, 1994, included
in General Signal Corporation's current report on Form 8-K
dated June 26, 1995 have been audited by Ernst & Young LLP,
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
such report given upon the authority of such 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.
Item 6. Indemnification of Directors and Officers
Article V, Section 1, Paragraph 1 of the By-Laws of
General Signal 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
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director or officer of the Corporation, or serves
or served at the request of the Corporation or 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."
General Signal also has entered into individual
contracts with its directors, Chief Financial Officer and
General Counsel providing for indemnification similar to the
indemnification provisions in General Signal's By-Laws. A copy
of General Signal's By-Laws has been filed with the Securities
and Exchange Commission as an exhibit to General Signal's
Quarterly Report on Form 10-Q/A for the three months ended
March 31, 1994.
Sections 721 through 726 of the New York Business
Corporation Law ("BCL") contain provisions for indemnification
by General Signal, under certain circumstances, of officers and
directors of General Signal for certain liabilities which may
be incurred by them in their capacities as such.
General Signal has purchased insurance to indemnify
General Signal and all of its directors, officers and certain
other employees who hold management positions in General Signal
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. General Signal's
Certificate of Incorporation includes a provision eliminating
directors' liability to General Signal and stockholders of
General Signal in certain circumstances authorized by New York
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law. This provision, which is authorized by Section 402(b) of
the BCL, provides that a director shall not be personally
liable to General Signal 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 714 of the BCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits
is incorporated herein by reference.
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
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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.
(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, enforceable.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
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expressed in the Act and will be governed by the final adjudi-
cation 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 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 14th day
of November, 1995.
GENERAL SIGNAL CORPORATION
By: /s/ Edgar J. Smith, Jr.
------------------------
Edgar J. Smith, Jr.
Vice President, General Counsel
and Secretary
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
__________*__________ Chairman and Chief November 14, 1995
(Michael D. Lockhart) Executive Officer and
Director
(Principal Executive Officer)
_________*___________ Executive Vice President and November 14, 1995
(Terence D. Martin) Chief Financial Officer
(Principal Financial Officer)
_________*___________ Vice President and Controller November 14, 1995
(Terry J. Mortimer) (Principal Accounting Officer)
_________*___________ Director November 14, 1995
(Ralph E. Bailey)
_________*___________ Director November 14, 1995
(Van C. Campbell)
_________*___________ Director November 14, 1995
(Ursula F. Fairbairn)
_________*___________ Director November 14, 1995
(Ronald E. Ferguson)
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Signature Title Date
_________*___________ Director November 14, 1995
(John P. Horgan)
_________*___________ Director November 14, 1995
(Richard J. Kogan)
_________*___________ Director November 14, 1995
(Roland W. Schmitt)
_________*___________ Director November 14, 1995
(John R. Selby)
*By:/s/ Edgar J. Smith
------------------
Edgar J. Smith, Jr.
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
GENERAL SIGNAL CORPORATION
EXHIBITS TO POST EFFECTIVE AMENDMENT NO. 1
ON FORM S-8 TO
REGISTRATION STATEMENT ON FORM S-4
Exhibit No. Description
4.1 Restated Certificate of Incorporation of General
Signal, as amended through April 21, 1994,
previously filed as Exhibit 3.1 to the
Registrant's Form 10-Q/A for the three months
ended March 31, 1994 filed June 10, 1994.
4.2 By-Laws of General Signal, as amended through
March 16, 1995, previously filed as Exhibit 3.2
to the Registrant's 1994 Form 10-K.
4.3 Rights Agreement, dated as of March 7, 1986,
between General Signal and Marine Midland Bank,
N.A., as Rights Agent, previously filed as
Exhibit 4(a) to the Registrant's Current Report
on Form 8-K dated March 7, 1986.
4.4 Amendment No. 1 to Rights Agreement dated as of
June 21, 1990, between General Signal and The
Bank of New York, as successor Rights Agent,
previously filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K dated
June 21, 1990.
4.5 Amendment No. 2 to Rights Agreement dated as of
June 17, 1993, previously filed as Exhibit 4 to
the Registrant's Current Report on Form 8-K
dated June 17, 1993.
5** Opinion of Cahill Gordon & Reindel regarding the
legality of the securities being registered.
23.1* Consents of Ernst & Young LLP.
23.3** Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
24.1** Powers of Attorney.
24.2* Power of Attorney of Michael D. Lockhart.
_________________________
*Filed herewith
** Previously filed
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in this
Post-Effective Amendment No.1 on Form S-8 to the Registration Statement
(Registration No. 33-62437) on Form S-4 and related Prospectus of General
Signal Corporation for the registration of its common stock and to the
incorporation by reference therein of our report dated January 27, 1995,
with respect to the consolidated financial statements, and March 17, 1995, with
respect to the financial statement schedule of General Signal Corporation
included or incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
----------------------
Ernst & Young LLP
Stamford, Connecticut
November 14, 1995
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in this
Post-Effective Amendment No.1 on Form S-8 to the Registration Statement
(Registration No. 33-62437) on Form S-4 and related Prospectus of General Signal
Corporation for the registration of its common stock and to the incorporation
by reference therein of our report dated February 3, 1995, with respect to
the consolidated financial statements of Best Power Technology, Inc. included
in the current report on Form 8-K dated June 26, 1995, filed with the
Securities and Exchange Commission by General Signal Corporation.
/s/ Ernst & Young LLP
----------------------
Ernst & Young LLP
Milwaukee, Wisconsin
November 14, 1995
Exhibit 24.2
GENERAL SIGNAL CORPORATION
POWER OF ATTORNEY
-----------------
The undersigned hereby appoints EDMUND M. CARPENTER, TERENCE D. MARTIN, AND
EDGAR J. SMITH, JR., and each of them severally, the true and lawful attorneys
or attorney of the undersigned with power to act with or without the other and
with full power of substitution and resubstitution, to execute in his name,
place and stead in his capacity as an officer or director or both of General
Signal Corporation, a New York Corporation (the "Corporation") one or more
Registration Statements or Post-Effective Amendments to be filed with the
Securities and Exchange Commission on Form S-8 covering shares of Common Stock
of the Corporation to be issued pursuant to any employee benefit or stock
incentive plan of the Corporation or its subsidiaries of the Corporation, and
any amendment or Post-Effective Amendment to any such Registration Statement or
Registration Statement that is presently effective, and all instruments
necessary or incidental in connection therwith, and to file or cause to be filed
any such Registration Statement, amendments, and Post-Effective Amendments
thereto and other instruments with the Securities and Exchange Commission. Each
of said attorneys shall have full power and authority to do and perform in the
name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned could do in person. The undersigned hereby ratifies and
approves the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
the 12th day of October, 1995.
/s/ Michael D. Lockhart
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Michael D. Lockhart
