PAGE 1
Registration No. ______________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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) 329-4100
(Address of Principal Executive Offices)
GENERAL SIGNAL CORPORATION
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
JOANNE L. BOBER, ESQ.
Senior Vice President, General Counsel and Secretary
GENERAL SIGNAL CORPORATION
One High Ridge Park, P.O. Box 10010
Stamford, Connecticut 06904
(203) 329-4100
(Name, address and telephone number of agent for service)
PAGE 2
CALCULATION OF REGISTRATION FEE*
Title of Amount Proposed Proposed
Securities to be maximum maximum
to be registered offering aggregate Amount of
registered(1) (1) (2) price per offering registration
per share(3) price(3) fee
Common Stock,
$1 Par value 125,000 $37.3750 $4,671,875 $1,610.99
shares
(1) Also includes the associated Common Stock Purchase
Rights.
(2) The number of shares of Common Stock stated above is the
aggregate number of such shares which may be issued on the
exercise of options under the General Signal Corporation 1997
Non-Employee Directors Stock Option Plan under this Registration
Statement. The maximum number of shares which may be issued
under the Plan cannot presently be determined since adjustments
in the number of shares may be made in the event of stock splits,
stock dividends, or other changes in the corporate structure or
shares of General Signal Corporation during the period any
offering is in effect. Accordingly, this Registration Statement
covers, in addition to the number of shares of Common Stock
stated above, an indeterminate number of shares, which by reason
of any of such event may become subject to issuance under the
plans.
(3) Estimated solely for the purpose of calculating the
registration fee, computed pursuant to Rules 457 (c) and (h)
under the Securities Act of 1933, as amended, on the basis of the
average of the high and low prices of a share of the Registrant's
Common Stock, as reported on the New York Stock Exchange on April
18, 1997.
PAGE 3
GENERAL SIGNAL CORPORATION
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION 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
registrant with the Commission, is specifically incorporated
herein by reference:
(a) Annual Report on Form 10-K for the year ended December
31, 1996.
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 of the Corporation.
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 the Corporation consists of
150,000,000 shares of Common Stock, and 10,000,000 shares of
Preferred Stock, par value $1.00 per share (the "Preferred
Stock"). The shares of Common Stock issued through 1969 (1.96
million shares) have a par value of $6.67 per share and the
shares of Common Stock issued since then have a par value of
$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.
PAGE 4
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 February 1, 1996, 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,
1996. Shares issued subsequent to March 21, 1996 automatically
receive these Rights. The Rights expire on March 21, 2006,
unless redeemed or exchanged earlier by the Corporation. Each
Right entitles its registered holder to purchase from the
Corporation one share of Common Stock at a price of $150 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 $0.01 per Right.
If certain triggering events occur, and unless the Rights
are redeemed by the Corporation, the Rights holder is entitled to
receive for $150 per Right the number of shares of General
Signal's or an acquiring corporation's common stock having a
market value of $300, 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 or transferred; 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
First Chicago Trust Company of New York.
PAGE 5
Item 5. Interests of Named Experts and Counsel
Not Applicable.
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.
PAGE 6
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.
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."
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.
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.
(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.
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-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 24th day of April, 1997.
GENERAL SIGNAL CORPORATION
By: /s/ Joanne L. Bober,
Senior Vice President,
General Counsel and
Secretary
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
Michael D. Lockhart* Chairman and Director April 24,1997
(Principal Executive Officer)
Terence D. Martin* Executive Vice
President- April 24,1997
and Chief Financial Officer
(Principal Financial Officer)
Raymond L. Arthur* Vice President and
Controller April 24,1997
(Principal Accounting Officer)
H. Kent Bowen* Director April 24,1997
Van C. Campbell* Director April 24,1997
Michael A. Carpenter* Director April 24,1997
Ursula F. Fairbairn* Director April 24,1997
Ronald E. Ferguson* Director April 24,1997
Robert D. Kennedy* Director April 24,1997
John R. Selby* Director April 24,1997
*By /s/ (Joanne L. Bober, Attorney-in-fact)
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 1994 Form 10-K filed March 21,
1995).
4.2* By-laws of General Signal Corporation, as
amended through March 20, 1997. (Exhibit 3.2
of the registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997
filed April 22,1997).
4.3* Rights Agreement, dated as of February 1,
1996, between General Signal Corporation and
First Chicago Trust Company of New York, as
Rights Agent. (Exhibit 4 of the Registrant's
Form 8-A filed February 7, 1996).
4.4* General Signal Corporation 1997 Non-Employee
Directors Stock Option Plan as approved by
shareholders on April 17, 1997 (Exhibit 10.3 of
the registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997 filed
April 23, 1997.
4.5 Form of Agreement used in regard to grant of
options under General Signal 1997 Non-
Employee Directors' Stock Option Plan (filed
herewith).
5.1 Opinion of Cahill Gordon & Reindel (filed
herewith).
23.1 Consent of Ernst & Young LLP (filed
herewith).
23.2 * Consent of Cahill Gordon & Reindel (See
Exhibit 5.1 hereto).
24.1 Powers of Attorney for Michael D. Lockhart,
Terence D. Martin, Raymond L. Arthur, H. Kent
Bowen, Van C. Campbell, Michael A. Carpenter,
Ursula F. Fairbairn, Ronald E. Ferguson,
Robert D. Kennedy and John R. Selby (filed
herewith).
* Incorporated by reference to a previous Registration Statement
("R.S."), Post- Effective Amendment, Form 10-K or Form 10-Q.
PAGE 1-EXHIBIT 4.5
NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the ____ day of _____, ____, between
General Signal Corporation, a New York corporation (hereinafter
called "General Signal"), and ________, a non-employee director of
General Signal (hereinafter called the "Director").
WITNESSETH:
WHEREAS, pursuant to the General Signal Corporation 1997 Non-
Employee Directors Stock Option Plan (the "Plan"), adopted by the
shareholders on April 17, 1997, the Committee on Directors (the
"Committee") is authorized to administer the Plan; and
WHEREAS, the Committee has determined that the Director is
eligible to receive and shall be granted the stock option
hereinafter set forth upon the terms and conditions hereinafter
stated and subject to all of the provisions of such Plan; and
WHEREAS, 100% of the fair market value of the $1.00 par value
Common Stock of General Signal as determined in accordance with
the provisions of Section 5 of the Plan on ________ is
$_____ per share; and
WHEREAS, in accordance with the foregoing, the Committee has
approved and authorized the execution and delivery of this Stock
Option Agreement as of the date hereof.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the parties hereto hereby enter into this Stock
Option Agreement (hereinafter called the "Agreement") upon the
following terms and conditions:
1. General Signal hereby grants to the Director the option to
purchase from General Signal, on the terms and conditions
hereinafter set forth, all or any part of an aggregate of_____
shares of Common Stock, of the par value of $1.00 per share, of
General Signal at the purchase price of $ per share.
2. This option shall become fully exercisable on __________
and shall not be exercisable after __________.
Page 2
3. This option is not transferable by the Director otherwise
than by will or the laws of descent and distribution, and an
option may be exercised during the lifetime of the Director
thereof, only by him or her; provided, however, that the Committee
may permit limited transferability in conformance with rules
promulgated by the Securities and Exchange Commission, and
provided further, however, that following retirement of a
Director, the options held by such a Director may be transferred
by gift.
4. Shares may be purchased pursuant to this option only upon
receipt by General Signal of written notice from the person
holding this option of his or her intention to purchase,
specifying the number of shares as to which he or she desires to
exercise this option and containing such representations and
information as may in the opinion of counsel for General Signal be
appropriate to permit General Signal, in the light of the
existence or non-existence of an effective registration statement
under the Securities Act of 1933 with respect to such shares, to
issue such shares in compliance with the provisions of that Act.
Such notice of exercise of a stock option granted hereunder shall
be accompanied by payment in full of the aggregate price of the
shares being purchased (a) in cash, or by check, bank draft or
money order payable to the order of General Signal, (b) by
delivery of shares of Common Stock of General Signal of equivalent
fair market value on the date of exercise, or a combination
thereof; provided, however, that any shares of Common Stock so
delivered shall have been beneficially owned by the Director for a
period of not less than six months prior to the date of exercise,
or (c) such other consideration as the Committee determines to be
appropriate. Fair market value shall be the closing price on the
New York Stock Exchange, or, in the event that no sale shall have
taken place, the mean of the bid and asked prices. At the time of
giving such notice, the person or persons exercising this option
shall furnish to General Signal such other documents as General
Signal may reasonably require. General Signal shall have the
right to withhold delivery of stock certificates representing
shares purchased under this option until all required approvals
have been obtained, until such shares have been listed on the
appropriate stock exchange, and until all applicable requirements
of law have been complied with.
5. The Director or his or her legal representatives, as the case
may be, shall not have any of the rights or privileges of a
shareholder of General Signal in respect of any of the shares
issuable upon the exercise of this option unless and until
certificates representing such shares shall have been issued and
delivered.
6. The following provisions govern the exercisability of this
option after cessation of employment or upon the occurrence of
certain specified events.
(a) If a Director ceases to serve on the Board of Directors
for any reason other than death, disability or retirement, any
outstanding options not yet exercised at the time the Director so
ceases to serve may be exercised within one week following the
date the Director so ceases to serve, but in no event later than
the expiration date of the option.
(b) In the event of the death or disability of a Director
while a member of the Board of Directors, any outstanding options
may be exercised (in the case of death by the optionees personal
representative, heir or legatee) during the period ending one year
after the date of such death or disability, but in no event later
than the expiration date of the option. In the event of
retirement, any outstanding options may be exercised during the
period ending five years after the date of such retirement, but in
no event later than the expiration date of the option. In the
event of a retired Directors death during the fifth year after
retirement, his or her heirs or estate may exercise any
outstanding options during the period ending one year after such
death, but in no event later than the expiration date of the
option.
7. In the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger,
consolidation, separation, spinoff, rights offering, or any other
change in the corporate structure or shares of General Signal, the
Board of Directors shall make such adjustments, if any, as it may
deem appropriate to reflect such change in the number and kinds of
shares for which options may thereafter be granted under this
Plan, in the number and kind of shares then subject to options
theretofore granted under this Plan, and in the price per share
payable upon exercise of such options.
8. General Signal shall not be liable in the event of its
inability to issue or sell stock to the Director if such issuance
or sale would be unlawful, nor shall General Signal be liable if
an issuance or sale to the Director is subsequently invalidated.
9. This Agreement shall be construed in accordance with the laws
of the State of New York.
Page 3
GENERAL SIGNAL CORPORATION
________________________________
Michael D. Lockhart
Chairman and Chief Executive
Officer
_________________________________
Director
PAGE 1
EXHIBIT 5.1
April 17, 1997
General Signal Corporation
High Ridge Park
Stamford, Connecticut 06904
Re: General Signal Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to General Signal Corporation (the
"Company")in connection with the registration by the Company
under the Securities Act of 1933, as amended, on Form S-8 of
shares of common stock of the Company, par value $1.00 per share
("Common Stock"), reserved for acquisition by non-employee
directors of the Company pursuant to the General Signal
Corporation 1997 Non-Employee Directors Stock Option Plan (the
Plan). We advise you that in our opinion:
(1) The issuance of the shares of Common Stock which have been
reserved for issuance to non-employee directors of the Company
upon the exercise of options issued pursuant to the Plan has been
duly authorized and, when issued in accordance with the terms of
the Plan, and assuming that the consideration for the issuance of
such shares is in each case not less than the par value of such
shares, such shares will be validly issued, fully paid and non-
assessable, and no personal liability will attach to any holder
of such shares under the laws of the State of New York, except to
the extent that under Section 630 of the Business Corporation Law
of the State of New York, the ten largest shareholders of the
Company, under certain conditions not presently existing, may be
held liable for certain debts of the Company to its employees.
(2) The Common Stock Purchase Rights of the Company issuable in
connection with the issuance of Common Stock pursuant to the Plan
has been duly authorized and when delivered, such Common Stock
Purchase Rights will be validly issued.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under
the caption entitled "Legal Opinion" in the Registration
Statement.
Very truly yours,
/s/ Cahill Gordon & Reindel
PAGE 1 - EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
General Signal Corporation
We consent to the incorporation by reference in the
Registration Statement (Form S-8,125,000 shares of Common Stock)
and related Prospectus pertaining to the General Signal
Corporation 1997 Non-Employee Directors Stock Option Plan of our
report dated January 24, 1997, with respect to the financial
statements and schedule of General Signal Corporation and
consolidated subsidiaries included in its Annual Report (Form 10-
K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Stamford, Connecticut
April 18, 1997
Page 1 Exhibit 24.3
GENERAL SIGNAL CORPORATION
POWER OF ATTORNEY
The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D.
LOCKHART, AND TERENCE D. MARTIN, 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 or her name,
place and stead in his or her 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 therewith, 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 20th day of March, 1997.
S/H. Kent Bowen
Page 2 Exhibit 24.3
GENERAL SIGNAL CORPORATION
POWER OF ATTORNEY
The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D.
LOCKHART, AND TERENCE D. MARTIN, 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 or her name,
place and stead in his or her 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 therewith, 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 20th day of March, 1997.
S/Van C. Campbell
Page 3 Exhibit 24.3
GENERAL SIGNAL CORPORATION
POWER OF ATTORNEY
The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D.
LOCKHART, AND TERENCE D. MARTIN, 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 or her name,
place and stead in his or her 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 therewith, 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 20th day of March, 1997.
S/Ursula F. Fairbairn
Page 4 Exhibit 24.3
GENERAL SIGNAL CORPORATION
POWER OF ATTORNEY
The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D.
LOCKHART, AND TERENCE D. MARTIN, 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 or her name,
place and stead in his or her 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 therewith, 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 20th day of March, 1997.
S/Ronald E. Ferguson
Page 5 Exhibit 24.3
GENERAL SIGNAL CORPORATION
POWER OF ATTORNEY
The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D.
LOCKHART, AND TERENCE D. MARTIN, 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 or her name,
place and stead in his or her 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 therewith, 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 20th day of March, 1997.
S/John R. Selby
Page 6 Exhibit 24.3
GENERAL SIGNAL CORPORATION
POWER OF ATTORNEY
The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D.
LOCKHART, AND TERENCE D. MARTIN, 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 or her name,
place and stead in his or her 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 therewith, 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 20th day of March, 1997.
S/Michael A. Carpenter
Page 7 Exhibit 24.3
GENERAL SIGNAL CORPORATION
POWER OF ATTORNEY
The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D.
LOCKHART, AND TERENCE D. MARTIN, 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 or her name,
place and stead in his or her 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 therewith, 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 20th day of March, 1997.
S/Robert D. Kennedy
Page 7 Exhibit 24.3
GENERAL SIGNAL CORPORATION
POWER OF ATTORNEY
The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D.
LOCKHART, AND TERENCE D. MARTIN, 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 or her name,
place and stead in his or her 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 therewith, 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 20th day of March, 1997.
S/Raymond L. Arthur
S/Michael D. Lockhart
S/Terrence D. Martin
