AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1998
REGISTRATION NO. 333-05181
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL SIGNAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 16-0445660
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
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ONE HIGH RIDGE PARK
STAMFORD, CONNECTICUT 06904
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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GENERAL SIGNAL CORPORATION 1996 STOCK INCENTIVE PLAN
1992 GENERAL SIGNAL CORPORATION STOCK INCENTIVE PLAN
1989 GENERAL SIGNAL CORPORATION STOCK OPTION AND INCENTIVE PLAN
1985 GENERAL SIGNAL CORPORATION STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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CHRISTOPHER J. KEARNEY, ESQ.
VICE PRESIDENT AND SECRETARY
GENERAL SIGNAL CORPORATION
700 TERRACE POINT DRIVE
MUSKEGON, MICHIGAN 49443-3301
(616) 724-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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RECENT EVENTS: DE-REGISTRATION
The Registration Statement on Form S-8 (Registration No. 333-05181)
(the "Registration Statement") of General Signal Corporation, a New York
corporation ("General Signal"), pertaining to 2,400,000 shares of common
stock, par value $1.00 per share (the "General Signal Common Stock"), and
the accompanying common stock purchase rights (the "Rights"), of General
Signal to which this Post-Effective Amendment relates, was declared
effective by the Securities and Exchange Commission on June 23, 1996.
Pursuant to Rule 429 of the Securities Act of 1933, as amended, the
Prospectus contained in the Registration Statement also relates to
Registration Statements No. 33-47495, 33-27395 and 2-96297 previously filed
by General Signal on Form S-8 on April 30, 1992, March 10, 1989 and March
8, 1985, respectively. All four registration statements are referred to
herein as the "Registration Statements".
On October 6, 1998 (the "Effective Time"), pursuant to the Agreement
and Plan of Merger (the "Merger Agreement"), dated as of July 19, 1998,
among SPX Corporation, a Delaware corporation ("SPX"), SAC Corp., a
Delaware corporation and a wholly owned subsidiary of SPX (renamed General
Signal Corporation immediately following the Effective Time) ("New General
Signal"), and General Signal, General Signal was merged with and into New
General Signal (the "Merger"), with New General Signal as the surviving
corporation. Under the terms of the Merger Agreement, each outstanding
share of General Signal Common Stock (including the Rights) was converted
into, at the election of the General Signal stockholder, the right to
receive either (i) $45.00 in cash, without interest, or (ii) 0.6977 of a
share of common stock, par value $10.00 per share, of SPX ("SPX Common
Stock") or (iii) $18.00 in cash, without interest, and 0.4186 of a share of
SPX Common Stock, in each case subject to proration to ensure that 60% of
the outstanding shares of General Signal Common Stock were exchanged for
shares of SPX Common Stock and 40% of the outstanding shares of General
Signal Common Stock were exchanged for cash. In addition, pursuant to the
Merger Agreement, (a) all outstanding options to purchase General Signal
Common Stock, whether or not vested or exercisable as of the Effective
Time, were canceled and, in lieu thereof, each holder became entitled to
receive a cash payment equal to the product of (i) the number of shares
previously subject to such options and (ii) the excess of $45.00 over the
exercise price per share subject to such options, and (b) all outstanding
restricted shares of General Signal Common Stock, unvested as of the
Effective Time, were canceled and, in lieu thereof, each holder became
entitled to receive a cash payment equal to the product of (i) $45 and (ii)
the number of unvested restricted shares held by such holder immediately
prior to the Effective Time.
As a result of the Merger, General Signal has terminated all offerings
of General Signal Common Stock (including the Rights) pursuant to its
existing registration statements, including the Registration Statements. In
accordance with an undertaking made by General Signal in the Registration
Statements to remove from registration by means of a post-effective
amendment any shares of General Signal Common Stock (including the Rights)
which remain unsold at the termination of the offering, General Signal
hereby removes from registration all shares of General Signal Common Stock
(including the Rights) under the Registration Statements which remain
unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
it meets all of the requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Muskegon, State of
Michigan, on October 29, 1998.
General Signal Corporation, as
successor to
the Registrant in the Merger
By: /s/ Christopher J. Kearney
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Christopher J. Kearney
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment has been signed by the following
persons in the capacities indicated on October 29, 1998.
SIGNATURE TITLE *
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/s/Patrick J. O'Leary
_________________________ Director and President (Principal Executive
Patrick J. O'Leary Officer)
/s/Christopher J. Kearney
_________________________ Director
Christopher J. Kearney
/s/Arthur R. Cross
_________________________ Director, Vice President and Treasurer
Arthur R. Cross (Principal Financial and Accounting Officer)
* All of the signatories are officers and/or directors of General Signal
Corporation, a Delaware corporation, the successor to the Registrant
in the Merger.
