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.)
4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9368
- ------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
COLTEC INDUSTRIES INC'S 1992 STOCK OPTION PLAN
COLTEC INDUSTRIES INC'S 1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
---------------------------------------------------------
(Full title of the plan)
Nicholas J. Calise, Vice President, Associate General Counsel, and Secretary
The B.F.Goodrich Company
4020 Kinross Lakes Parkway
Richfield, Ohio 44286-9368
---------------------------------------
(Name and address of agent for service)
(330) 659-7711
-------------------------------------------------------------
(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 (1) price (1) fee
- ---------- ------------ ------------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock 3,061,520 $32.875 $100,647,470 $27,980.00
</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.
1) Estimated solely for the purpose of determining the registration fee
based on the closing price of the Common Stock under the consolidated
reporting system for April 6, 1999.
<PAGE>
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, 1998 and Current Reports on Form 8-K dated February 19,
1999, February 25, 1999 and April 12, 1999.
(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 description of the Company's Common Stock which is contained in
the Company's registration statement No. 333-74067 on Form S-4.
INTEREST OF NAMED EXPERTS AND COUNSEL (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 6, 1999 Mr. Calise owned 13,617 shares of
the Company's Common Stock, had deferred receipt of 6,127 shares of the
Company's Common Stock under the Company's Long-Term Incentive Plan; had
contingently credited to his account 2,692 phantom shares under the 1998-2000
Long-Term Incentive Plan and 3,225 shares under the 1999-2001 Long-Term
Incentive Plan, has options to purchase 87,100 shares of Common Stock; and had
credited to his account in the Company's Retirement Plus Savings Plan
approximately 5,855 shares of Common Stock. In addition, Mr. Calise's wife
owns 1,000 shares, although Mr. Calise disclaims beneficial ownership of these
shares.
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 Annual Report on Form 10-K
for the year ended December 31, 1998.
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 Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
<PAGE>
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 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>
EXEMPTION FROM REGISTRATION CLAIMED (Item 7)
Not applicable.
EXHIBITS (Item 8)
The following exhibits are filed as part of this Registration Statement:
4(a) 1992 Stock Option and Incentive Plan of Coltec Industries Inc, filed as
Exhibit 10.24 to Coltec's Annual Report on Form 10-K for the year
ended December 31, 1991 is incorporated herein by reference.
4(b) Amendment No. 1 to Coltec's 1992 Stock Option and Incentive Plan, filed
as Exhibit 10.15 to Coltec's Annual Report on Form 10-K for the year
ended December 31, 1993 is incorporated herein by reference.
4(c) Second Amendment to Coltec's 1992 Stock Option and Incentive Plan, filed
as Exhibit 10.3 to Coltec's Quarterly Report on Form 10-Q for the
quarter ended September 28, 1997 is incorporated herein by reference.
4(d) Amendment No. 3 to Coltec's 1992 Stock Option and Incentive Plan, filed
as Exhibit A to Coltec's definitive proxy statement filed March 26, 1997
is incorporated herein by reference.
4(e) 1994 Stock Option Plan for Outside Directors of Coltec, filed as Exhibit
10.18 to Coltec's Annual Report on Form 10-K for the year ended December
31, 1993 is incorporated herein by reference.
4(f) First Amendment to Coltec's 1994 Stock Option Plan for Outside
Directors, filed as Exhibit 10.5 to Coltec's Quarterly Report on Form
10-Q for the quarter ended September 28, 1997 is incorporated herein by
reference.
4(g) Second Amendment to Coltec's 1994 Stock Option Plan for Outside
Directors, filed as Exhibit 10.26 to Coltec's Annual Report on Form 10-K
for the year ended December 31, 1997 is incorporated herein by
reference.
4(h) Amendment No. 3 to Coltec's 1994 Stock Option Plan for Outside
Directors, filed as Exhibit B to Coltec's definitive proxy statement
filed March 12, 1998 is incorporated herein by reference.
4(i) Rights Agreement, dated as of June 2, 1997, between The B.F.Goodrich
Company and The Bank of New York which includes the form of Certificate
of Amendment setting forth the terms of the Junior Participating
Preferred Stock, Series F, Par Value $1 per share, as Exhibit A, the
form of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C which was filed as Exhibit 1 to
Form 8-A filed June 19, 1997, 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.
23(a) Consent of Ernst & Young LLP, independent auditors.
23(b) Consent of Deloitte & Touche LLP, independent auditors.
23(c) Consent of Nicholas J. Calise, Esquire (contained in his opinion filed
as Exhibit 5).
24(a) Power of Attorney.
24(b) Power of Attorney.
<PAGE>
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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
(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.
(4) 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.
<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 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 Town of Richfield, State of Ohio, on April 14, 1999.
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 April 14, 1999 by the following persons in
the capacities indicated.
/s/Jeanette Grasselli Brown* /s/David L. Burner*
- ---------------------------- ----------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director Chairman of the Board, President
Chief Executive Officer and Director
(Principal Executive Officer)
/s/L. A. Chapman
- ----------------------------
(Laurence A. Chapman) /s/George A. Davidson, Jr.*
Senior Vice President and ----------------------------
Chief Financial Officer (George A. Davidson, Jr.)
(Principal Financial Officer) Director
/s/Diane C. Creel*
- ----------------------------
(Diane C. Creel)
Director
/s/James J. Glasser /s/Jodie K. Glore *
- ---------------------------- ----------------------------
(James J. Glasser) (Jodie K. Glore)
Director Director
/s/Robert D. Koney, Jr.* /s/Douglas E. Olesen *
- ---------------------------- ----------------------------
(Robert D. Koney, Jr.) (Douglas E. Olesen)
Vice President and Controller Director
(Principal Accounting Officer)
/s/Richard de J. Osborne* /s/Alfred M. Rankin, Jr.*
- ---------------------------- ----------------------------
(Richard de J. Osborne) (Alfred M. Rankin, Jr.)
Director Director
/s/Robert H. Rau* /s/J. R. Wilson*
- ---------------------------- ----------------------------
(Robert H. Rau) (James R. Wilson)
Director Director
/s/A. T. Young*
- ----------------------------
(A. Thomas Young)
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/N. J. Calise
- ----------------------------
Nicholas J. Calise
<PAGE>
EXHIBITS INDEX
EXHIBIT
NO.
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.
23(a) Consent of Ernst & Young LLP, independent auditors.
23(b) Consent of Deloitte & Touche LLP, independent auditors
23(c) Consent of Nicholas J. Calise, Esquire (contained in his opinion filed
as Exhibit 5).
24(a) Power of Attorney.
24(b) Power of Attorney.
EXHIBIT 5
April 14, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
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 Coltec
Industries Inc's 1992 Stock Option Plan, as amended and Coltec's 1994 Stock
Option Plan for Outside Directors, as amended (the "Plans").
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 the Common Stock of The B.F.Goodrich Company
to be issued under the Plans, will, when issued in accordance with the Plans, be
valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, arrangement, moratorium and other laws of general
applicability relating to or affecting creditors' rights.
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
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 The B.F.Goodrich Company Common Stock under
the 1992 Stock Option and Incentive Plan of Coltec Industries Inc and the 1994
Stock Option Plan for Outside Directors of Coltec Industries Inc, of our report
dated February 5, 1999, with respect to the consolidated financial statements
of The B.F.Goodrich Company included in its Annual Report (Form 10-K) for the
year ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/Ernst & Young LLP
--------------------
ERNST & YOUNG LLP
Cleveland, Ohio
April 9, 1999
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The BFGoodrich Company on Form S-8 of our reports dated September 11, 1997, on
our audit of Rohr, Inc. for the year ended July 31, 1996 appearing in the Annual
Report on Form 10-K of The BFGoodrich Company for the year ended December 31,
1998.
/s/Deloitte & Touche LLP
- ------------------------
Deloitte & Touche LLP
San Diego, California
April 9, 1999
EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terrence G. Linnert 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 shares of the Company's common Stock ($5 par value) to be
issued pursuant to conversion rights under the Term Income Deferrable Equity
Securities ("TIDES") outstanding of Coltec Industries Inc ("Coltec") after it
becomes a subsidiary of the Company, as well as various existing stock option
and employee savings plans of Coltec, including power and authority to sign
his or her name in any and all capacities (including his or her capacity as a
Director and/or Officer of the Company) to Registration Statements on Forms
S-3 and S-8, and to any and all amendments, including post-effective amendments,
to such Registration Statements, and to any and all instruments or documents
filed as part of or in connection with such Registration Statements 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 these presents this
15th day of February, 1999.
/s/Jeanette Grasselli Brown /s/David L. Burner
- ---------------------------- ----------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director Chairman of the Board, President
Chief Executive Officer and Director
(Principal Executive Officer)
/s/Diane C. Creel /s/George A. Davidson, Jr.
- ---------------------------- ----------------------------
(Diane C. Creel) (George A. Davidson, Jr.)
Director Director
/s/James J. Glasser /s/Jodie K. Glore
- ---------------------------- ----------------------------
(James J. Glasser) (Jodie K. Glore)
Director Director
<PAGE>
/s/Robert D. Koney, Jr. /s/ Douglas E. Olesen
- ---------------------------- ----------------------------
(Robert D. Koney, Jr.) (Douglas E. Olesen)
Vice President and Controller Director
(Principal Accounting Officer)
/s/Richard de J. Osborne /s/Alfred M. Rankin, Jr.
- ---------------------------- ----------------------------
(Richard de J. Osborne) (Alfred M. Rankin, Jr.)
Director Director
/s/Robert H. Rau /s/J. R. Wilson
- ---------------------------- ----------------------------
(Robert H. Rau) (James R. Wilson)
Director Director
/s/A. T. Young
----------------------------
(A. Thomas Young)
Director
EXHIBIT 24(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terrence G. Linnert 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 shares of the Company's common Stock ($5 par value) to be
issued pursuant to conversion rights under the Term Income Deferrable Equity
Securities ("TIDES") outstanding of Coltec Industries Inc ("Coltec") after it
becomes a subsidiary of the Company, as well as various existing stock option
and employee savings plans of Coltec, including power and authority to sign
his or her name in any and all capacities (including his or her capacity as a
Director and/or Officer of the Company) to Registration Statements on Forms
S-3 and S-8, and to any and all amendments, including post-effective amendments,
to such Registration Statements, and to any and all instruments or documents
filed as part of or in connection with such Registration Statements 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 these presents this
24th day of March, 1999.
/s/L. A. Chapman
----------------------------
(Laurence A. Chapman)
Senior Vice President and
Chief Financial Officer
