Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HILLENBRAND INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Indiana 35-1160484
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 State Route 46 East 47006
Batesville, Indiana (Zip Code)
(Address of Principal Executive Offices)
HILLENBRAND INDUSTRIES, INC. 1996 STOCK OPTION PLAN
(Full title of plan)
Mark R. Lindenmeyer
General Counsel
Hillenbrand Industries, Inc.
700 State Route 46 East
Batesville, Indiana 47006
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 812-934-7000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum maximum Amount
securities Amount offering aggregate of
to be to be price per offering registration
registered registered share (1) price (1) fee
Common Stock, 3,000,000 (2) $61.125 $183,375,000 $54,095.63
without par
value per share
================================================================================
(1) Estimated solely to determine the registration fee and based on the
average of the high and low sales prices per share of Common Stock of
Hillenbrand Industries, Inc. as reported on the New York Stock Exchange
on April 3, 1998, pursuant to Rule 457(c) and (h).
(2) Any additional shares of Common Stock to be issued as a result of stock
dividends, stock splits, or similar transactions shall be covered by
this Registration Statement as provided in Rule 416.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Document(s) containing information specified by Part I of the form of
Registration Statement on Form S-8, promulgated under the Securities Act of
1933, as amended (the "1933 Act"), will be sent or given to participants in the
Hillenbrand Industries, Inc. 1996 Stock Option Plan (the "Plan") as specified in
Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the 1933 Act. Such document(s) are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into this Form S-8 Registration Statement (the "Registration Statement")
pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements
of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement:
(1) The Annual Report on Form 10-K of Hillenbrand Industries, Inc. (the
"Registrant") for the fiscal year ended November 29, 1997.
(2) All other reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") by the Registrant since
November 29, 1997; and
(3) The description of the capital stock of the Registrant contained in
the Registrant's Registration Statement on Form 8A dated May 17, 1971, and all
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act prior to the
filing of a post-effective amendment that indicates that all shares offered
hereby have been sold or that deregisters all shares then remaining unsold,
shall be deemed to be
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incorporated by reference into this Registration Statement and to be a part
thereof from the date they are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Chapter 37 of the Indiana Business Corporation Law authorizes every
Indiana corporation to indemnify its officers and directors under certain
circumstances against liability incurred in connection with proceedings to which
the officers or directors are made a party by reason of their relationship to
the corporation. Officers and directors may be indemnified where they have acted
in good faith, the action taken was not against the interests of the
corporation, and the action was lawful or there was no reason or cause to be
believe the action was unlawful. Chapter 37 also requires every Indiana
corporation to indemnify any of its officers or directors (unless limited by the
articles of incorporation of the corporation) who were wholly successful on the
merits or otherwise, in the defense of any such proceeding, against reasonable
expenses incurred in connection with the proceeding. A corporation may also,
under certain circumstances, pay for or reimburse the reasonable expenses
incurred by an officer or director who is a party to a proceeding in advance of
final disposition of the proceeding.
Section 8.6 of the Restated Articles of Incorporation of the Registrant
provides for indemnification of officers and directors against all liability and
reasonable expenses incurred by such person on account of or arising out of that
person's relationship to the Registrant, provided that the party to be
indemnified satisfies the requirements of Chapter 37 of the Indiana Business
Corporation Law.
Chapter 37 states that the indemnification provided for therein is not
exclusive of any other rights to which a person may be entitled under, among
other things, any other agreement. The Registrant entered into indemnification
agreements with its directors which are broader than the mandatory
indemnification
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provisions of Chapter 37. Generally, the indemnification agreements obligate the
Registrant to indemnify each director to the full extent permitted by the laws
of the State of Indiana. Indemnification is required against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys fees,
actually and necessarily incurred in connection with the defense or settlement
of a claim, made against the director by reason of his or her service in such
role for the Registrant. Indemnification is made if the director acted in good
faith and not in reckless disregard of the welfare of the Registrant, and in the
best interests of the Registrant. Indemnification is not available where a court
judgment or other final adjudication adverse to the director establishes that
the acts of the director were the result of active and deliberate dishonesty and
were material to the cause of action so adjudicated, or that he or she
personally gained a financial profit or other advantage to which he or she was
not legally entitled.
Officers and directors of the Registrant are presently covered by
insurance which (with certain exceptions and certain limitations) indemnifies
them against any losses or liabilities arising from any alleged 'wrongful act',
including breach of duty, neglect, error, misstatement, misleading statements,
omissions or other acts done or wrongfully attempted.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits furnished with the Registration Statement are listed on
page E-1.
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 1933 Act; (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
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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 clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement; (2) that, for the
purpose of determining any liability under the 1933 Act, 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; and
(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 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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 1933
Act 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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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 Batesville, and the State of Indiana, on this 7th day
of April, 1998.
HILLENBRAND INDUSTRIES, INC.
By: /s/ Tom E. Brewer
------------------------------
Tom E. Brewer,
Senior Vice President, Finance
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------------------------------- -------------------- ----------------
(1) Principal Executive Officer:
/s/ W August Hillenbrand President and Chief
- ---------------------------- Executive Officer April 7th, 1998
W August Hillenbrand
(2) Principal Financial Officer:
/s/ Tom E. Brewer Senior Vice April 7th, 1998
- ---------------------------- President, Finance
Tom E. Brewer
(3) Controller or Principal
Accounting Officer:
/s/ James D. VanDeVelde Vice President and April 7th, 1998
- ---------------------------- Controller
James D. VanDeVelde
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(4) A Majority of the Board
of Directors
) */s/ Tom E. Brewer
Lawrence R. Burtschy* ) Tom E. Brewer
Peter F. Coffaro* ) As Attorney-in-Fact for the indicated
Edward S. Davis* ) persons whose names appear opposite
Leonard Granoff* ) pursuant to a power of attorney
John C. Hancock* ) executed by such persons and
Daniel A. Hillenbrand* ) contemporaneously filed with the
W August Hillenbrand* ) Securities and Exchange Commission
George M. Hillenbrand II* )
John A. Hillenbrand II* )
Ray J. Hillenbrand* ) April 7th, 1998
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INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion of Mark R. Lindenmeyer as to the legality
of the securities being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Mark R. Lindenmeyer (included as part of
Exhibit 5)
24 Power of Attorney
E-1
Exhibit 5
April 8, 1998
Hillenbrand Industries, Inc.
700 State Route 46 East
Batesville, Indiana 47006
Gentlemen:
You have requested my opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Hillenbrand Industries,
Inc. (the "Corporation"), relating to the offer and sale of 3,000,000 shares of
the Common Stock, no par value, of the Corporation (the "Common Stock") under
the Hillenbrand Industries, Inc. 1996 Stock Option Plan approved by the
Corporation's Board of Directors on January 20, 1997, and by the Corporation's
shareholders on April 8, 1997 (the "Plan"). In connection with your request, I
have made such examination of the corporate records and proceedings of the
Corporation and considered such questions of law and taken such further action
as I deemed necessary or appropriate to enable me to render this opinion.
Based upon such examination, I am of the opinion that when the Common
Stock has been purchased and the purchase price therefor has been paid as
described in the Registration Statement, as the same may be amended, and when
the Corporation has complied with the Securities Act of 1933, as amended, and
with the securities laws of the State of Indiana and all other jurisdictions in
which Common Stock is to be sold pursuant to the exercise of stock options or
stock appreciation rights granted under the Plan, the Common Stock will be
legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Mark R. Lindenmeyer
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 12, 1998
appearing on page 20 of Hillenbrand Industries, Inc.'s Annual Report on Form
10-K for the year ended November 29, 1997.
/s/ Price Waterhouse LLP
Indianapolis, Indiana
April 6, 1998
Exhibit 24
HILLENBRAND INDUSTRIES, INC.
LIMITED POWER OF ATTORNEY
(To Sign and File Registration Statement)
The undersigned director and/or officer of HILLENBRAND INDUSTRIES,
INC., an Indiana corporation (the "Company"), which intends to file with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement or Statements
for the registration, in the aggregate principal amount of not to exceed
3,000,000 shares of the Common Stock of the Company in connection with the
Company's 1996 Stock Option Plan, does hereby appoint each of Tom E. Brewer and
Mark R. Lindenmeyer, as such person's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in such person's name, place and stead, in any and all capacities, to sign said
Registration Statement or Statements and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or a substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney this 19th day of January, 1998.
/s/ Lawrence R. Burtschy /s/ Peter F. Coffaro
/s/ Edward S. Davis /s/ Leonard Granoff
/s/ John C. Hancock /s/ Daniel A. Hillenbrand
/s/ W August Hillenbrand /s/ George M. Hillenbrand II
/s/ John A. Hillenbrand II /s/ Ray J. Hillenbrand
