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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1999
REGISTRATION NO. 333-
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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.
VICE PRESIDENT, 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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<TABLE>
<S> <C> <C> <C> <C>
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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)........... 5,300,000 $41.6563(1) $220,778,390 $61,376.39
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</TABLE>
(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 July 30, 1999, on the New
York Stock Exchange -- Composite Tape.
(2) This Registration Statement also pertains to Series B Junior
Participating Preferred Share Purchase 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 8, 1999 for
the year ended December 31, 1998.
2. The Company's Quarterly Report on Form 10-Q, dated May 14, 1999
for the fiscal quarter ended March 31, 1999.
3. The descriptions of the Registrant's Common Stock and Class B
Rights contained in its Registration Statements on Form 8-A, dated March 3,
1992 and December 17, 1998, respectively.
All reports and other 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 reports and 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., Vice President, 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 August 4, 1999, Mr. Davies is the
record and beneficial owner of 24,394 shares of the Company's Class A Common
Stock and 23,723 shares of the Company's Class B Common Stock, and also is
eligible to exercise options within sixty days of August 4, 1999 to purchase
52,110 shares of the Class B Common Stock by the exercise of stock options
pursuant to the Company's 1973 Stock Option Plan for Key Employees.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Company may be indemnified by the Company
against certain actions pursuant to the Connecticut Business Corporation Act
(the "CBCA"). A charter amendment was approved by the Company's shareholders on
May 4, 1998 providing enhanced indemnification of directors and officers of the
Company and providing for indemnification of employees and agents of the Company
in certain circumstances, both as authorized by the CBCA effective January 1,
1997. The Company's charter, as amended, affords to directors and officers the
right to be indemnified "to the fullest extent permitted by law." This right
means that a director or officer will be indemnified against expenses and
liabilities incurred in connection with any applicable proceeding so long as his
or her conduct did not (i) involve a knowing and culpable violation of law by
such person, (ii) enable such
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person or an associate, as defined in Section 33-840 of the CBCA, to receive an
improper personal economic gain, (iii) show a lack of good faith and a conscious
disregard for the duty of such person to the Company under circumstances in
which such person was aware that his or her conduct or omission created an
unjustifiable risk of serious injury to the Company, (iv) constitute a sustained
and unexcused pattern of inattention that amounted to an abdication of such
person's duty to the Company, or (v) create liability under Section 33-757
(liability for unlawful distributions) of the CBCA. The Company's charter, as
amended, also obligates the Company to advance the expenses of a director or
officer so long as the director or officer promises to repay the advance if it
is later determined that he or she is not entitled to indemnification by the
Company.
The Company has in effect liability insurance policies covering certain
claims against any of its officers or directors by reason of certain breaches of
duty, neglect, error, misstatement, omission or other act committed or alleged
to have been committed by such person in his or her capacity as officer or
director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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<S> <C>
4(a) -- Restated Certificate of Incorporation, as amended and
restated as of May 14, 1998; Exhibit 3a of the
registrant's report on Form 10-Q for the second quarter,
1998, dated June 30, 1998 and filed on August 7, 1998, and
Exhibit 1 of the registrant's reports on Form 8-A and 8-K,
both dated December 17, 1998 and filed on December 17,
1998, are incorporated by reference.
4(b) -- The Company's By-Laws, as amended on March 8, 1999
(incorporated by reference to Exhibit 3b of the Company's
Form 10-Q for the first quarter, 1999, dated and filed on
May 14, 1999).
5 -- Opinion of Richard W. Davies, Esq., Vice President General
Counsel and Secretary 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., Vice President,
General Counsel and Secretary is included in his opinion.
24(b) -- The consent of PricewaterhouseCoopers 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 this 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 this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this 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 Securities
and Exchange 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 this 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 this
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
Securities Act and of 1933 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
Securities Act of 1933 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 AUGUST 4, 1999.
HUBBELL INCORPORATED
By RICHARD W. DAVIES
RICHARD W. DAVIES
VICE PRESIDENT, 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.
<TABLE>
<CAPTION>
SIGNATURE
--------- TITLE
<S> <C> <C>
G. J. RATCLIFFE Chairman of the Board,
President, Chief Executive
Officer and Director
(Principal Executive
Officer)
TIMOTHY H. POWERS Senior Vice President and
Chief Financial
Officer -- (Chief Accounting
Officer)
E. RICHARD BROOKS Director
GEORGE W. EDWARDS, JR. Director
JOEL S. HOFFMAN Director
ANDREW MCNALLY IV Director
DANIEL J. MEYER Director
JOHN A. URQUHART Director
MALCOLM WALLOP Director
</TABLE>
August 4, 1999
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
RICHARD W. DAVIES
(ATTORNEY-IN-FACT)
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C> <C>
4(a) -- Restated Certificate of Incorporation, as amended and
restated as of May 14, 1998; Exhibit 3a of the
registrant's report on Form 10-Q for the second quarter,
1998, dated June 30, 1998 and filed on August 7, 1998, and
Exhibit 1 of the registrant's reports on Form 8-A and 8-K,
both dated December 17, 1998 and filed on December 17,
1998, are incorporated by reference.
4(b) -- The Company's By-Laws, as amended on March 8, 1999
(incorporated by reference to Exhibit 3b of the Company's
Form 10-Q for the first quarter, 1999, dated and filed on
May 14, 1999).
5 -- Opinion of Richard W. Davies, Esq., Vice President, General
Counsel and Secretary 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., Vice President,
General Counsel and Secretary is included in his opinion.
24(b) -- The consent of PricewaterhouseCoopers LLP, filed herewith.
25 -- Power of Attorney.
</TABLE>
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EXHIBIT 5
[LOGO]
August 4, 1999
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 Vice President and 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 5,300,000 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 August 4, 1999,
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
Vice President, General
Counsel
and Secretary
<PAGE> 1
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 reports dated January 21, 1999, relating to the
financial statements and financial statement schedules of Hubbell Incorporated,
which appear in Hubbell Incorporated's Annual Report on Form 10-K for the year
ended December 31, 1998.
PricewaterhouseCoopers LLP
Stamford, Connecticut
August 4, 1999
<PAGE> 1
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 30th day of July, 1999.
/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/ TIMOTHY H. POWERS
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Timothy H. Powers
Senior Vice President and Chief Financial
Officer (Chief 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/ JOEL S. HOFFMAN
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Joel S. Hoffman
/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
/s/ MALCOLM WALLOP
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Malcolm Wallop
