Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
GOULDS PUMPS, INCORPORATED
(Exact name of Registrant as Specified in its Charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
15-0321120
(IRS Employer Identification No.)
240 Fall Street
Seneca Falls, New York 13148
(Address of principal executive offices)
1994 Incentive Plan to Increase Stockholder Value
(Full Title of Plan)
Eugene B. Bradshaw, General Counsel
Goulds Pumps, Inc.
240 Fall Street
Seneca Falls, New York 13148
(315) 568-7207
(Name, address, including zip code, and telephone number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Maximum
securities Amount Offering Aggregate Amount of
to be to be Price per Offering registration
registered registered(1) Share(2) Price(2) fee(2)
Common Stock, 1,000,000 $20.625 $20,625,000 $7,112.12
$1.00 par value shares
(1) The registration statement also includes an indeterminate number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options to purchase Common Stock, or pursuant to
the antidilution provisions of the Plan.
(2) In accordance with Rule 457, calculated on the basis of the closing sale
price of the Common Stock on the NASDAQ National Market System on June 24,
1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
registration statement:
(a) The registrant's annual report on Form 10-K for the year
ended December 31, 1993.
(b) All other reports filed by the registrant pursuant to
sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the annual report referred to in (a) above.
(c) The description of the registrant's Common Stock contained
in the registrant's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the registrant 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 to the registration
statement which indicates that all of the shares of common stock offered have
been sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 12 of the Company's bylaws provides that each person who was
or is involved in any action, suit or proceeding by reason of the fact that he
or she is or was a director or officer of the Company (or was serving at the
request of the Company as a director or officer for another entity) while
serving in such capacity shall, except in certain suits initiated by such
persons, be indemnified and held harmless by the Company, to the full extent
authorized by Section 145 of the Delaware General Corporation Law, as in effect
(or to the extent authority for indemnification is broadened, as it may be
amended) against all expenses (including attorneys' fees, judgments, fines, and
amounts to be paid in settlement) actually and reasonably incurred by such
person in connection therewith. Such Article 12 further provides that rights
conferred thereby shall be contract rights and shall include the right to be
paid by the Company the expenses incurred in defending the proceedings specified
above, in advance of their final disposition, consistent with the provisions of
applicable law then in effect.
Article 12 of the Company's bylaws also permits the Company, by action
of its Board of Directors, to provide indemnification to its employees and
agents with the same scope and effect as the foregoing indemnification of
directors and officers.
Article 12 of the Company's bylaws also provides that the right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition above shall not be exclusive of any other
right which any person may have or acquire under any statute, provision of the
Company's Certificate of Incorporation or bylaws, or otherwise, and the
indemnification provisions of the bylaws shall inure to the benefit of the heirs
and legal representatives of any person entitled to indemnity.
Finally, Article 12 of the Company's bylaws authorizes the Company to
maintain insurance, at its expense, to protect itself and any of its directors,
officers, employees or agents against any expenses, judgment, fines or amounts
paid in settlement as specified in the bylaws to the fullest extent permitted by
applicable law then in effect.
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 informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed with this Registration Statement:
4.1 Restated Certificate of Incorporation of the registrant,
incorporated by reference to the registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1985, wherein such
exhibit is designated Exhibit 19.
4.2 Amendment to Certificate of Incorporation of the registrant,
incorporated by reference to the registrant's definitive Proxy
Statement for its Annual meeting of Stockholders held on May
4, 1988, wherein such exhibit is designated Exhibit B.
4.3 Amendment to Certificate of Incorporation of the registrant,
incorporated by reference to the registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1989, wherein such
exhibit is designated Exhibit A.
4.4 1994 Incentive Plan to Increase Stockholder Value,
incorporated by reference to the registrant's definitive Proxy
Statement for its Annual meeting of Stockholders held on May
4, 1994, wherein such exhibit is designated Exhibit A.
5 Opinion of Eugene B. Bradshaw, Esq., Vice President,
Secretary, and General Counsel of registrant (including
consent).
23 Consent of Deloitte & Touche (included at page II-7).
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, 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.
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 provisions of the registrant's charter, 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 offered, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seneca Falls, State of New York, on June 21, 1994.
GOULDS PUMPS, INCORPORATED
By /s/
Stephen V. Ardia
President and C.E.O.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints STEPHEN V. ARDIA, JOHN P. MURPHY, and
EUGENE B. BRADSHAW, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated:
SIGNATURE CAPACITY DATE
/s/ Chairman of the Board; June 21, 1994
Robert L. Tarnow Director
/s/ President and Chief June 21, 1994
Stephen V. Ardia Executive Officer
(Principal Executive
Officer); Director
/s/ Vice President and June 21, 1994
John P. Murphy Chief Financial Officer
(Principal Financial
and Accounting Officer)
/s/ Director June 21, 1994
William R. Fenoglio
/s/ Director June 21, 1994
William W. Goessel
/s/ Director June 21, 1994
Melvin Howard
/s/ Director June 21, 1994
Barbara B. Lucas
/s/ Director June 21, 1994
Thomas C. McDermott
/s/ Director June 21, 1994
James C. Miller III
/s/ Director June 21, 1994
Peter Oddleifson
/s/ Director June 21, 1994
Arthur M. Richardson
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Goulds Pumps, Incorporated and its subsidiaries on Form S-8 of our report dated
January 26, 1994, appearing in the Annual Report on Form 10-K of Goulds Pumps,
Incorporated and its subsidiaries for the year ended December 31, 1993.
/s/
Deloitte & Touche
Rochester, New York
June 27, 1994
EXHIBIT INDEX
No. Description
4.1 Restated Certificate of Incorporation of the registrant,
incorporated by reference to the registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1985, wherein such
exhibit is designated Exhibit 19.
4.2 Amendment to Certificate of Incorporation of the registrant,
incorporated by reference to the registrant's definitive Proxy
Statement for its Annual meeting of Stockholders held on May
4, 1988, wherein such exhibit is designated Exhibit B.
4.3 Amendment to Certificate of Incorporation of the registrant,
incorporated by reference to the registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1989, wherein such
exhibit is designated Exhibit A.
4.4 1994 Incentive Plan to Increase Stockholder Value,
incorporated by reference to the registrant's definitive Proxy
Statement for its Annual meeting of Stockholders held on May
4, 1994, wherein such exhibit is designated Exhibit A.
5 Opinion of Eugene B. Bradshaw, Esq., Vice President,
Secretary, and General Counsel of registrant (including
consent)(included at page II-9).
23 Consent of Deloitte & Touche (included at page II-7).
EXHIBIT 5
June 21, 1994
To: Goulds Pumps, Incorporated
Board of Directors
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as your counsel in connection with a Registration
Statement on Form S-8 to be filed by Goulds Pumps, Inc. with respect to its 1994
Incentive Plan to Increase Stockholder Value with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Act of 1933, as
amended. Such Registration Statement may be amended, from time to time, by one
or more amendments at the request of the Commission, or on your own initiative,
either before or after its effective date. The Registration Statement, as so
amended or to be amended, covers the shares of common stock, par value $1.00
(the "Common Stock") of Goulds Pumps referred to therein.
I have examined originals or copies, identified to my satisfaction,
of such documents and records of Goulds Pumps, and such other documents and
records as I have deemed necessary, as a basis for the opinion hereinafter
expressed.
Based on the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that, subject to
an order or other appropriate action by the Commission declaring the
Registration Statement effective, the Common Stock, when sold, will be legally
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/
E. B. Bradshaw
