<PAGE> 1
As filed with the Securities and Exchange Commission on May 8, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE B.F.GOODRICH COMPANY
------------------------
(Exact name of issuer as specified in its charter)
NEW YORK 34-0252680
- ------------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3925 Embassy Parkway, Akron, Ohio 44333-1799
- -------------------------------------------- -----------------------
(Address of Principal Executive Offices) (Zip Code)
THE B.F.GOODRICH COMPANY STOCK OPTION PLAN
------------------------------------------
(Full title of the plan)
Nicholas J. Calise, Vice President, Associate General Counsel, and Secretary
The B.F.Goodrich Company
3925 Embassy Parkway
Akron, Ohio 44333-1799
-------------------------------------------
(Name and address of agent for service)
(330) 374-3985
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ------------ ---------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Common Stock 3,200,000 shares $ 39.3125 * $125,800,000 $ 43,379.36
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
* Estimated solely for the purpose of determining the registration fee based on
the price of the Common Stock under the consolidated reporting system for May
2, 1996.
<PAGE> 2
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
DOCUMENTS INCORPORATED BY REFERENCE (ITEM 3)
The following documents of The B.F.Goodrich Company (or the "Company") filed
with the Commission (File No. 1-892) pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 and the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
(b) All reports and other documents subsequently filed by the Company and
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
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.
(c) The descriptions of the Company's Common Stock which are contained in
the Company's registration statement filed under Section 12 of the 1934 Act,
including any amendment or reports filed for the purpose of updating such
descriptions.
<PAGE> 3
VALIDITY OF SECURITIES (ITEM 5)
-------------------------------
The validity of the securities offered hereby will be passed upon for the
Company by Nicholas J. Calise, Vice President, Associate General Counsel and
Secretary of the Company. As of April 25, 1996, Mr. Calise owned approximately
8,590 shares of the Company's Common Stock; held 4,000 Restricted Shares and
12,200 Performance Shares under the Company's Stock Option Plan, all of which
are subject to forfeiture; held options to purchase 76,000 shares of Common
Stock; and had credited to his account in the Company's Retirement Plus Savings
Plan approximately 4,023 shares of Common Stock.
<PAGE> 4
INDEMNIFICATION OF DIRECTORS AND OFFICERS (ITEM 6)
--------------------------------------------------
Under the Company's Restated Certificate of Incorporation no member of the
Board of Directors shall have any personal liability to the Company or its
shareholders for damages for any breach of duty in such capacity, provided that
such liability shall not be limited if a judgment or other final adjudication
adverse to the Director establishes that his or her acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law or
that the Director personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled or that the Director's
acts violated section 719 of the New York Business Corporation Law ("B.C.L.")
(generally relating to the improper declaration of dividends, improper
purchases of shares, improper distribution of assets after dissolution, or
making any improper loans to directors contrary to specified statutory
provisions). Reference is made to Article TWELFTH of the Company's Restated
Certificate of Incorporation filed as Exhibit 3(a) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1988.
Under the Company's By-Laws, any person made, or threatened to be made, a party
to an action or proceeding by reason of the fact that he, his testator or
intestate is or was a director or officer of the Company or served any other
corporation in any capacity at the request of the Company shall be indemnified
by the Company to the extent and in a manner permissible under the laws of the
State of New York.
In addition, the Company's By-Laws provide indemnification for directors and
officers where they are acting on behalf of the Company where the final
judgment does not establish that the director or officer acted in bad faith or
was deliberately dishonest, or gained a financial profit or other advantage to
which he was not legally entitled. The By-Laws provide that the
indemnification rights shall be deemed to be "contract rights" and continue
after a person ceases to be a director or officer or after rescission or
modification of the By-Laws with respect to prior occurring events. They also
provide directors and officers with the benefit of any additional
indemnification which may be permitted by later amendment to the B.C.L. The
By-Laws further provide for advancement of expenses and specify procedures in
seeking and obtaining indemnification. Reference is made to Article VI of the
Company's By-Laws filed as Exhibit 3(b) to the Company's Annual Report on Form
10-K for the year ended December 31, 1990.
The Company has insurance to indemnify its directors and officers, within the
limits of the Company's insurance policies, for those liabilities in respect of
which such indemnification insurance is permitted under the laws of the State
of New York.
Reference is made to Sections 721-726 of the B.C.L., which are summarized
below.
Section 721 of the B.C.L. provides that indemnification pursuant to B.C.L.
shall not be deemed exclusive of other indemnification rights to which a
director or officer may be entitled, provided that no indemnification may be
made if a judgment or other final adjudication adverse to the director or
officer establishes that (i) his acts were committed
<PAGE> 5
in bad faith or were the result of active and deliberate dishonesty, and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
Section 722(a) of the B.C.L. provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any civil or
criminal action, other than a derivative action, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein, if
such director or officer acted in good faith, for a purpose which he reasonably
believed to be in the best interests of the corporation and, in criminal
actions or proceedings, in addition, had no reasonable cause to believe that
his conduct was unlawful. With respect to derivative actions, Section 722(c)
of the B.C.L. provides that a director or officer may be indemnified only
against amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense or settlement of such action, or any appeal therein, if such director
or officer acted in good faith, for a purpose which he reasonably believed to
be in the best interests of the corporation and that no indemnification shall
be made in respect of (1) a threatened action, or a pending action which is
settled or otherwise disposed of, or (2) any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
to the extent an appropriate court determines that the person is fairly and
reasonably entitled to partial or full indemnification.
Section 723 of the B.C.L. specifies the manner in which payment of such
indemnification may be authorized by the corporation. It provides that
indemnification by a corporation is mandatory in any case in which the director
or officer has been successful, whether on the merits or otherwise, in
defending an action. In the event that the director or officer has not been
successful or the action is settled, indemnification may be made by the
corporation only if authorized by any of the corporate actions set forth in
such Section 723 (unless the corporation has provided for indemnification in
some other manner as otherwise permitted by Section 721 of the B.C.L.).
Section 724 of the B.C.L. provides that upon proper application by a director
or officer, indemnification shall be awarded by a court to the extent
authorized under Sections 722 and 723 of the B.C.L. Section 725 of the B.C.L.
contains certain other miscellaneous provisions affecting the indemnification
of directors and officers, including provision for the return of amounts paid
as indemnification if any such person is ultimately found not to be entitled
thereto.
Section 726 of the B.C.L. authorizes the purchase and maintenance of insurance
to indemnify (1) a corporation for any obligation which it incurs as a result
of the indemnification of directors and officers under the above sections, (2)
directors and officers in instances in which they may be indemnified by a
corporation under such sections, and (3) directors and officers in instances in
which they may not otherwise be indemnified by a corporation under such
sections, provided the contract of insurance covering such directors and
officers provides, in a manner acceptable to the New York State Superintendent
of Insurance, for a retention amount and for co-insurance.
<PAGE> 6
EXHIBITS (ITEM 8)
The following exhibits are filed as part of this Registration Statement:
4a) Rights Agreement between The B.F.Goodrich Company and Morgan
Shareholder Services Trust Company, as Rights Agent, dated as of July
20, 1987 and amended and restated as of December 7, 1987 which includes
as Exhibit A thereto, the form of Designation, Preferences and Rights of
Cumulative Participating Preferred Stock, Series E; as Exhibit B
thereto, the Form of Rights Certificate; as Exhibit C thereto, the
Summary of Rights to Purchase Preferred Stock; and the Supplement to the
Summary of Rights to Purchase Preferred Stock. This exhibit was filed
with the same designation as an exhibit to the Company's Form 10-K
Annual Report for the year ended December 31, 1987, and is incorporated
herein by reference. Agreement dated as of August 1, 1989, substituting
The Bank of New York as Rights Agent and Agreement dated as of August 1,
1989 with The Bank of New York amending the Rights Agreement. This
exhibit was filed with the same designation as an exhibit to the
Company's Form 10-K Annual Report for the year ended December 31, 1989,
and is incorporated herein by reference.
5) Opinion of Nicholas J. Calise, Esquire, Vice President, Associate
General Counsel and Secretary of the Company, as to the legality
of the Common Stock being registered.
23a) Consent of Ernst & Young LLP, independent auditors.
23b) Consent of Nicholas J. Calise, Esquire (contained in his opinion filed
as Exhibit 5).
24) Power of Attorney.
<PAGE> 7
UNDERTAKINGS (ITEM 9)
---------------------
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 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
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission 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.
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.
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
<PAGE> 8
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.
<PAGE> 9
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Akron, State of Ohio, on May 8, 1996.
THE B.F.GOODRICH COMPANY
By /s/ N. J. Calise
---------------------------------
Nicholas J. Calise
Vice President, Associate
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on May 8, 1996 by the following persons in the
capacities indicated.
Jeanette Grasselli Brown * David L. Burner *
- ------------------------------------ ---------------------------------
(Jeanette Grasselli Brown) David L. Burner
Director President and Director
George A. Davidson, Jr. *
- ------------------------------------- ---------------------------------
(George A. Davidson) (James J. Glasser)
Director Director
Thomas H. O'Leary * John D. Ong *
- ------------------------------------ ---------------------------------
(Thomas H. O'Leary) (John D. Ong)
Director Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
<PAGE> 10
Richard de J. Osborne * Joseph A. Pichler *
- ------------------------------------ ---------------------------------
(Richard de J. Osborne) (Joseph A. Pichler)
Director Director
Alfred M. Rankin, Jr. * Steven G. Rolls *
- ------------------------------------ ---------------------------------
(Alfred M. Rankin, Jr.) (Steven G. Rolls)
Director Vice President and Controller
(Principal Accounting Officer)
Ian M. Ross * D. Lee Tobler *
- ------------------------------------ ---------------------------------
(Ian M. Ross) (D. Lee Tobler)
Director Executive Vice President and Director
(Principal Financial Officer)
William L. Wallace * A. Thomas Young *
- ------------------------------------ ---------------------------------
(William L. Wallace) (A. Thomas Young)
Director Director
*The undersigned, as attorney-in-fact, does hereby sign this Registration
Statement on behalf of each of the officers and directors indicated above.
/s/ Nicholas J. Calise
- ---------------------------------
Nicholas J. Calise
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on behalf of The B.F.Goodrich Company Stock Option
Plan by the undersigned, thereunto duly authorized, in the City of Akron, State
of Ohio, on the 8th day of May, 1996.
THE B.F.GOODRICH COMPANY STOCK OPTION PLAN
By: /s/ Nicholas J. Calise
--------------------------------------
Nicholas J. Calise, Vice President,
Associate General Counsel, and
Secretary, The B.F.Goodrich Company
<PAGE> 11
EXHIBITS INDEX
<TABLE>
<CAPTION>
EXHIBIT
- -------
NO.
- ---
<S> <C>
4a)* Rights Agreement between The B.F.Goodrich Company and Morgan
Shareholder Services Trust Company, as Rights
Agent, dated as of July 20, 1987 and amended and restated
as of December 7, 1987 which includes as Exhibit A thereto,
the form of Designation, Preferences and Rights of Cumulative
Participating Preferred Stock, Series E; as Exhibit B thereto,
the Form of Rights Certificate; as Exhibit C thereto, the
Summary of Rights to Purchase Preferred Stock; and the
Supplement to the Summary of Rights to Purchase Preferred
Stock. This exhibit was filed with the same designation as
an exhibit to the Company's Form 10-K Annual Report for the year
ended December 31, 1987, and is incorporated herein by
reference. Agreement dated as of August 1, 1989,
substituting The Bank of New York as Rights Agent and
Agreement dated as of August 1, 1989 with The Bank of New
York amending the Rights Agreement. This exhibit was filed
with the same designation as an exhibit to the Company's
Form 10-K Annual Report for the year ended December 31, 1989, and
is incorporated herein by reference.
5) Opinion of Nicholas J. Calise, Esquire, Vice
President, Associate General Counsel and Secretary of the
Company, as to the legality of the Common Stock being
registered.
23a) Consent of Ernst & Young LLP, independent auditors.
23b) Consent of Nicholas J. Calise, Esquire
(contained in his opinion filed as Exhibit 5).
24) Power of Attorney.
</TABLE>
*This exhibit is not specifically filed with this Registration Statement on
Form S-8, but has been incorporated by reference from documents previously
filed with the Commission.
<PAGE> 1
EXHIBIT 5
The B.F.Goodrich Company
3925 Embassy Parkway
Akron, Ohio 44333-1799
330/374-3778
Facsimile:
330/374-3456
May 8, 1996
The B.F.Goodrich Company
3925 Embassy Parkway
Akron, Ohio 44333-1799
Dear Sirs:
Please be advised that The B.F.Goodrich Company is filing herewith a
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, relating to the registration of securities to be issued under the The
B.F.Goodrich Company Stock Option Plan.
In connection with such filing, I, or attorneys employed or engaged by The
B.F.Goodrich Company, have examined such documents, certificates, and records
and have made such inquiries as I have deemed necessary or appropriate in order
to give the opinions expressed herein. On the basis of such examination and
inquiries, I am of the opinion that Common Stock of the Company issued under
the Plan will, when issued in accordance with the Plan, be legally issued,
fully paid, and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement.
Very truly yours,
/s/ Nicholas J. Calise
-----------------------------
Nicholas J. Calise
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference, in the Registration Statement
(Form S-8) for the registration of 3,200,000 shares of The B.F.Goodrich
Company's common stock pertaining to The B.F.Goodrich Company Stock Option Plan,
of our report dated February 2, 1996, with respect to the consolidated financial
statements of The B.F.Goodrich Company incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
--------------------------
ERNST & YOUNG LLP
Cleveland, Ohio
May 6, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints D. Lee Tobler, Jon V. Heider and Nicholas J.
Calise, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation, in his or her name and
on his or her behalf, to do any and all acts and things and to execute any and
all instruments which they may deem necessary or advisable to enable The
B.F.Goodrich Company (the "Company") to comply with the Securities Act of 1933
(the "Act") and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Act of 3,200,000 shares of the Company's Common Stock ($5 par value)
to be issued pursuant to the Company's Stock Option Plan, including power and
authority to sign his or her name in any and all capacities (including his
capacity as a Director and/or Officer of the Company) to Registration
Statements on Form S-8, and to any and all amendments, including post-effective
amendments, to such Registration Statement, and to any and all instruments or
documents filed as part of or in connection with such Registration Statement or
any amendments thereto; and the undersigned hereby ratifies and confirms all
that said attorneys-in-fact and agents, or any of them, shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed this 15th day of April,
1996.
/s/ Jeanette Grasselli Brown /s/ David L. Burner
- ------------------------------------- ----------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director President and Director
/s/ George A. Davidson, Jr.
- ------------------------------------- ----------------------------
(George A. Davidson) (James J. Glasser)
Director Director
/s/ Thomas H. O'Leary /s/ John D. Ong
- ------------------------------------- ----------------------------
(Thomas H. O'Leary) (John D. Ong)
Director Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
<PAGE> 2
/s/ Richard de J. Osborne /s/ Joseph A. Pichler
- ------------------------------------ ----------------------------
(Richard de J. Osborne) (Joseph A. Pichler)
Director Director
/s/ Alfred M. Rankin, Jr. /s/ Steven G. Rolls
- ------------------------------------ ----------------------------
(Alfred M. Rankin, Jr.) (Steven G. Rolls)
Director Vice President and Controller
(Principal Accounting Officer)
/s/ Ian M. Ross /s/ D. Lee Tobler
- ------------------------------------ ----------------------------
(Ian M. Ross) (D. Lee Tobler)
Director Executive Vice President and Director
(Principal Financial Officer)
/s/ William L. Wallace /s/ A. Thomas Young
- ------------------------------------ ----------------------------
(William L. Wallace) (A. Thomas Young)
Director Director
