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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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HUBBELL INCORPORATED
(Exact name of registrant as specified in its charter)
CONNECTICUT
(State or other jurisdiction of
incorporation or organization)
06-0397030
(I.R.S. Employer Identification No.)
584 Derby-Milford Road
Orange, Connecticut 06477-4024
(Address of Principal Executive Offices)
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HUBBELL INCORPORATED
1973 STOCK OPTION PLAN FOR KEY EMPLOYEES
(Full title of Plan)
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RICHARD W. DAVIES, ESQ.
GENERAL COUNSEL AND SECRETARY
P.O. Box 549
584 Derby-Milford Road
Orange, Connecticut 06477-4024
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (203) 799-4100
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Class B Common Stock
($.01 Par Value)(2)........... 1,200,000 $55.5625(1) $66,675,000 $22,991.38
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(1) Calculated pursuant to Rule 457(c), solely for the purpose of
determining the registration fee, based on the average of the high and low sales
prices of the Registrant's Class B Common Stock on September 19, 1994, on the
New York Stock Exchange -- Composite Tape.
(2) This Registration Statement also pertains to Class B Rights of the
Registrant. Until the occurrence of certain prescribed events, the Rights are
not exercisable, will be evidenced by the certificates for the Class B Common
Stock and will be transferred along with and only with the Class B Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the registrant (Exchange Act File No.
1-2958) with the Securities and Exchange Commission are incorporated herein by
reference and made a part hereof:
1. The Company's Annual Report on Form 10-K, dated March 14, 1994 for
the year ended December 31, 1993.
2. The Company's Quarterly Reports on Form 10-Q, dated May 9, 1994
for the fiscal quarter ended March 31, 1994, and dated August 10, 1994 for
the fiscal quarter ended June 30, 1994.
3. The descriptions of the Registrant's Common Stock and Class B
Rights contained in its Registration Statements on Form 8-A, each dated
March 3, 1992.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the termination of the offering of Class B Common Stock offered hereby
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 part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Class B Common Stock offered hereby has been
passed upon by Richard W. Davies, Esq., General Counsel and Secretary of the
Company. Mr. Davies is also an officer and/or director of each of the Company's
domestic subsidiaries. As of September 23, 1994, Mr. Davies is the record and
beneficial owner of 9,275 shares of the Company's Class A Common Stock and 8,750
shares of the Company's Class B Common Stock, and also is eligible to exercise
options to purchase 8,500 shares of the Class A Common Stock and 19,740 shares
of the Class B Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Company may be indemnified by the Company
against certain actions pursuant to Connecticut General Statutes Title 33,
Section 320(a). The Company has insurance covering its directors and officers
against liability, subject to certain exclusions, for alleged errors, mistrusts,
acts or omissions or neglect or breach of duty by reason of their being
directors or officers of the Company. Pursuant to Connecticut Public Act No.
89-322, enacted by the Connecticut Legislature in June, 1989, a Connecticut
corporation is permitted to amend its Certificate of Incorporation limiting the
personal liability of directors for monetary damages to the corporation and its
shareholders for a breach of duty as a director to an amount which is not less
than the compensation received by the director for serving the corporation as a
director during the year of violation. A charter amendment was approved by the
registrant's shareholders on May 7, 1990, so limiting the personal liability of
the registrant's directors to the Company and its shareholders, subject to
certain exceptions and conditions, which amendment became effective upon the
filing of a Certificate of Amendment to the
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<PAGE> 3
registrant's Restated Certificate of Incorporation with the Secretary of the
State of Connecticut on May 11, 1990. Liability which may arise out of acts or
omissions occurring prior to the effective date of the amendment would not be
affected so that directors remain potentially liable for monetary damages in
connection with such prior acts or omissions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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4(a) -- The Company's Articles of Incorporation (incorporated by reference to
Exhibit 3a of the Company's Form 10-K (File No. 1-2958) for the years
1980 (filed March 16, 1981), 1986 (filed March 26, 1987), 1987 (filed
March 25, 1988), and 1991 (filed March 24, 1992); and to Exhibit 3a of
the Company's Form 10-Q, dated August 9, 1990, for the fiscal quarter
ended June 30, 1990).
4(b) -- The Company's By-Laws, as amended on December 12, 1989 (incorporated by
reference to Exhibit 3b of the Company's Form 10-K for the year 1989
(filed March 26, 1990)).
5 -- Opinion of Richard W. Davies, Esq., Secretary and General Counsel of the
registrant as to the legality of the equity securities which may be
offered hereby, filed herewith.
24(a) -- The consent of Richard W. Davies, Esq., Secretary and General Counsel is
included in his opinion.
24(b) -- The consent of Price Waterhouse LLP, filed herewith.
25 -- Power of Attorney.
</TABLE>
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
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, represents 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 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.
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(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.
(h) 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.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, HUBBELL
INCORPORATED, 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 ORANGE, STATE OF
CONNECTICUT ON SEPTEMBER 23, 1994.
HUBBELL INCORPORATED
By RICHARD W. DAVIES
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RICHARD W. DAVIES
GENERAL COUNSEL AND SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
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SIGNATURE TITLE
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G. J. RATCLIFFE Chairman of the Board,
President, Chief Executive
Officer and Director
(Principal Executive
Officer)
HARRY B. ROWELL, JR. Executive Vice President --
(Principal Financial and
Accounting Officer)
E. RICHARD BROOKS Director
GEORGE W. EDWARDS, JR. Director
September 23, 1994
ROBERT N. FLINT Director
JOEL S. HOFFMAN Director
HORACE G. MCDONELL Director
ANDREW MCNALLY IV Director
DANIEL J. MEYER Director
JOHN A. URQUHART Director
</TABLE>
RICHARD W. DAVIES, BY SIGNING HIS NAME HERETO, DOES HEREBY SIGN THIS
DOCUMENT PURSUANT TO POWERS OF ATTORNEY DULY EXECUTED BY THE PERSONS NAMED,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS AN EXHIBIT TO THIS
DOCUMENT, ON BEHALF OF SUCH PERSONS, ALL IN THE CAPACITIES AND ON THE DATE
STATED, SUCH PERSONS INCLUDING A MAJORITY OF THE DIRECTORS OF THE REGISTRANT.
By RICHARD W. DAVIES
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RICHARD W. DAVIES
(ATTORNEY-IN-FACT)
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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4(a) -- The Company's Articles of Incorporation (incorporated by reference to
Exhibit 3a of the Company's Form 10-K (File No. 1-2958) for the years
1980 (filed March 16, 1981), 1986 (filed March 26, 1987), 1987 (filed
March 25, 1988) and 1991 (filed March 24, 1992); and to Exhibit 3a of
the Company's Form 10-Q, dated August 9, 1990, for the fiscal quarter
ended June 30, 1990).
4(b) -- The Company's By-Laws, as amended on December 12, 1989 (incorporated by
reference to Exhibit 3b of the Company's Form 10-K for the year 1989
(filed March 26, 1990)).
5 -- Opinion of Richard W. Davies, Esq., Secretary and General Counsel of the
registrant as to the legality of the equity securities which may be
offered hereby, filed herewith.
24(a) -- The consent of Richard W. Davies, Esq., Secretary and General Counsel is
included in his opinion.
24(b) -- The consent of Price Waterhouse LLP, filed herewith.
25 -- Power of Attorney.
</TABLE>
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EXHIBIT 5
[LOGO]
September 23, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Subject: Hubbell Incorporated
1973 Stock Option Plan for Key Employees
Gentlemen:
I am the General Counsel of Hubbell Incorporated, a Connecticut corporation
(the "Company") and am familiar with its corporate affairs and proceedings. I
have advised the Company with respect to the Hubbell Incorporated 1973 Stock
Option Plan for Key Employees (the "Plan") and the proposed issuance and sale of
1,200,000 shares of Class B Common Stock, par value $.01 per share, of the
Company (the "Shares"), upon the exercise of options granted pursuant to the
Plan, all as described in the Registration Statement on Form S-8 (the
"Registration Statement"), dated September 23, 1994, being filed by the Company
under the Securities Act of 1933, as amended, with the Securities and Exchange
Commission.
I have examined the Registration Statement and the Plan. In addition, I
have examined the originals, or copies certified or otherwise identified to my
satisfaction, of such corporate records of the Company, certificates of public
officials, and other documents as I have deemed necessary as a basis for my
opinion hereafter expressed.
Based on the foregoing, it is my opinion that the Shares have been duly and
validly authorized and will be, when sold and paid for in accordance with the
terms of the Plan and the options granted thereunder, legally issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to me under the caption "Item 5.
Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
HUBBELL INCORPORATED
By: /s/ RICHARD W. DAVIES
Richard W. Davies
General Counsel and Secretary
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EXHIBIT 24(B)
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 19, 1994 (except as to the
subsequent event note on Page 35, which is as of March 16, 1994), which appears
on Page 36 of the 1993 Annual Report to Shareholders of Hubbell Incorporated,
which is incorporated by reference in the Hubbell Incorporated's Annual Report
on Form 10-K for the year ended December 31, 1993. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on Page 45 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Stamford, Connecticut
September 23, 1994
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EXHIBIT 25
HUBBELL INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, directors
and/or officers of Hubbell Incorporated, a Connecticut corporation (the
"Corporation"), hereby appoints Richard W. Davies and John F. Mulvihill and each
of them severally, his true and lawful attorney and agent, with the power to act
and with full power of substitution, to do all acts and to execute all
instruments which said attorney and agent may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission thereunder in connection with the registration under said Act of
shares of Common Stock, par value of $.01 per share, of said Corporation to be
offered pursuant to the Corporation's 1973 Stock Option Plan for Key Employees,
including specifically, but without limiting the generality of the foregoing,
power to sign the name of the undersigned director and officer (whether on
behalf of the Corporation or otherwise), in such capacity, to a Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
with respect to said securities, to all amendments to said Registration
Statement, and to all instruments or documents filed as a part of or in
connection with said Registration Statement or any amendments thereto; and the
undersigned hereby ratifies all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed this POWER OF ATTORNEY as
of this 8th day of September, 1994.
/s/ G. JACKSON RATCLIFFE
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G. Jackson Ratcliffe
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer; Director)
/s/ HARRY B. ROWELL, JR.
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Harry B. Rowell, Jr.
Executive Vice President
(Principal Financial and Accounting Officer)
DIRECTORS
/s/ E. RICHARD BROOKS
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E. Richard Brooks
/s/ GEORGE W. EDWARDS, JR.
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George W. Edwards, Jr.
/s/ ROBERT N. FLINT
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Robert N. Flint
/s/ JOEL S. HOFFMAN
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Joel S. Hoffman
/s/ HORACE G. MCDONELL
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Horace G. McDonell
/s/ ANDREW MCNALLY IV
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Andrew McNally IV
/s/ DANIEL J. MEYER
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Daniel J. Meyer
/s/ JOHN A. URQUHART
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John A. Urquhart
