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As filed with the Securities and Exchange Commission on December __, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KOLLMORGEN CORPORATION
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(Exact name of registrant as specified in its charter)
New York 04-2151861
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1601 Trapelo Road, Waltham, Massachusetts 02154
(Address of principal executive offices) (Zip Code)
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Stock Option Plan for Key Employees of Servotronix Ltd
(Full title of the plan)
_____________
James A. Eder, Esq.
KOLLMORGEN CORPORATION
1601 Trapelo Road
Waltham, Massachusetts 02154
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 617-890-5655
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price offering registration
registered registered per share(1) price fee
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Common Stock
par value $2.50 83,000 $17.50 $1,452,500.00 $290.50
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(1) Computed in accordance with Rule 457 on the basis of the estimated
maximum number of the registrant's securities issuable under the Plan
that are covered by this registration statement and on the basis of
the average of the high and low prices quoted on the New York Stock
Exchange for the registrant's Common Stock on December 3, 1997.
This Registration Statement, including Exhibits, contains 15 pages. The
Exhibit index appears on page 7 of the sequentially numbered pages of this
Registration Statement.
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Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "SEC") are incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year
covered by the Registrant's document referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained
in Item 1 to Registrant's Registration Statement on
Form 8-A, dated March 9, 1978, as amended on Form 8, dated
April 13, 1978.
In addition, 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 which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing or furnishing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 721 of the New York Business Corporation Law ("B.C.L.")
provides that no provision made to indemnify directors or officers of a
corporation for the defense of any civil or criminal actions or
proceedings and the advancement of expenses pursuant thereto, whether
contained in the certificate of incorporation, the by-laws, a resolution
of shareholders or directors, an agreement, or any award of
indemnification by a court shall be valid unless consistent with Article 7
of the B.C.L. Sections 722 through 726 of the B.C.L. prescribe the
various conditions under which directors and officers may be indemnified
by a New York corporation, such as the Registrant.
Article VI of the Company's By-Laws provides for indemnification of
directors and officers of the Company and in substance incorporates the
provisions of Sections 722 and 723 of the BCL. Article VI provides that
the Company (a) may indemnify a director or officer made a party to a
derivative action against reasonable expenses actually and necessarily
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incurred by him in connection with the defense of such action, except in
relation to matters as to which such director or officer is adjudged to
have breached his duty to the Company, and (b) may indemnify a director or
officer made, or threatened to be made, a part to any action other than a
derivative action, whether civil or criminal, by reason of the fact that
he was a director or officer of the Company, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and
necessarily incurred as a result of such action, if such director or
officer acted, in good faith, for a purpose which he reasonably believed
to be in the best interests of the Company and, in criminal actions or
proceedings, in addition, had no reasonable cause to believe that his
conduct was unlawful.
The Company has entered into Indemnification Agreements
("Indemnification Agreements") with each of its outside directors that
provide that the Company shall indemnify each director(the "Indemnitee")
against all expenses, judgments, penalties, fines, expenses and amounts
incurred by an Indemnitee if such person is, or is threatened to be made,
a party to a Proceeding (as defined below), provided that the Indemnitee
acted in good faith and was not opposed to the interests of the Company.
"Proceeding" as defined in the Indemnification Agreement includes any
action, suit, arbitration, alternate despite resolution mechanism,
investigation, administrative hearing or any other actual, threatened or
completed proceeding whether civil, criminal, administrative or
investigation, other than one initiated by the Indemnitee.
If an Indemnitee has been successful, on the merits or otherwise, in
an Proceeding, the Indemnitee shall be indemnified to the maximum extent
permitted by the BCL. If the Indemnitee is not wholly successful in a
Proceeding, the Company will, nevertheless, provide indemnity to the
Indemnitee for each successful matter to the maximum extent permitted by
the BCL. The Company shall advance to the Indemnitee all amounts which
were incurred by, or on behalf of, the Indemnitee, prior to a final
resolution of a Proceeding, provided that the Indemnitee undertakes to
repay any such advances if it is finally determined that the Indemnitee
was not entitled to indemnification.
The Indemnification Agreements set out a procedure for obtaining and
determining indemnification from the Company under certain circumstances.
In addition, the Indemnification Agreements provide that the Company shall
have the right under certain circumstances to participate in, and assume
the defense and control of, any Proceeding and, subject to certain limited
situations, shall not be liable to the Indemnitee for any legal fees after
assuming such a defense.
The Company has purchased standard policies of directors and officers
liability insurance which: (a) subject to certain limitations, retentions
and exclusions, insure the Company for amounts which it may be required to
pay as indemnification to its directors and officers pursuant to Article
VI of its By-Laws, and (b) subject to certain limitations and retentions,
insure the Company's directors and officers against any losses sustained
by them by reason of the fact that they were directors or officers of the
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Company to the extent that such losses are not covered by Article VI of
the Company's By-Laws, however, such insurance excludes, among other
things, losses arising out of claims (i) under the Securities Exchange Act
of 1934 and amendments thereto for an accounting of profits made from the
purchase or sale by any of the directors and officers of securities of the
Company; (ii) for damages payable in connection with transactions of the
directors and officers out of which they shall have gained any personal
profit or advantage to which they are not legally entitled; (iii) where a
judgment, in a suit brought against the director or officer, establishes
that their acts of active and deliberate dishonesty committed with actual
dishonest purpose and intent were material to the cause of action so
adjudicated; and (iv) for libel or slander.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
5. Opinion of James A. Eder, Esq.
23. Consent of Coopers & Lybrand, L.L.P.
24. Powers of Attorney.
Item 9. UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes:
(a) 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;
(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 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 (1)(i) and (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 the 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 Exchange Act that are
incorporated by reference in the registration statement.
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(b) 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes
of determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
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.
(3) 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, the
Company 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 West Hartford, State of
Connecticut, on November 28, 1997.
KOLLMORGEN CORPORATION
/s/ Robert J. Cobuzzi
Robert J. Cobuzzi
Its: Senior Vice President, Treasurer
and Chief Financial Officer
November 28, 1997
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
/s/ Gideon Argov
Gideon Argov November 28, 1997
President and
Chief Executive Officer/Director
/s/ Robert J. Cobuzzi
Robert J. Cobuzzi November 28, 1997
Senior Vice President, Treasurer and
Chief Financial Officer
/s/ Keith D. Jones
Keith D. Jones November 28, 1997
Controller and
Chief Accounting Officer
/s/ James A. Eder
James A. Eder November 28, 1997
Vice President and Secretary and
Attorney-in-Fact For:
Herbert L. Henkel, Director Robert N. Parker, Director
James H. Kasschau, Director George P. Stephan, Director
J. Douglas Maxwell, Jr., Director
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EXHIBIT INDEX
PAGE IN THIS
EXHIBIT NO. DESCRIPTION OF EXHIBIT FORM S-8
5 Opinion of James A. Eder, Vice President, 8
and General Counsel of Kollmorgen
Corporation
23 Consent of Coopers & Lybrand L.L.P. 9
24 Powers of Attorney 10-14
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EXHIBIT 5
OPINION RE LEGALITY
November 28, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Re: Registration Statement on Form S-8
to be filed by Kollmorgen Corporation
on or about December 5, 1997
Dear Sirs:
I am a member of the Bars of the States of New York and Connecticut
and am the General Counsel of Kollmorgen Corporation ("Kollmorgen"), a New
York corporation, as well as one of its Vice Presidents and its Secretary.
As such General Counsel, I have advised Kollmorgen with respect to, and
consequently am familiar with, the corporate actions taken by Kollmorgen
with respect to the adoption of the Stock Option Plan for Key Employees of
Servotronix Ltd (the "Plan") and the authorization for the reservation for
issuance, the issuance and the sale by Kollmorgen of up to 83,000
additional shares of Kollmorgen's Common Stock, $2.50 par value, pursuant
to the Plan. I am furnishing this opinion in connection with the
captioned Registration Statement.
Based upon the foregoing and upon such legal considerations as I have
deemed relevant, it is my opinion that:
(i) The Plan has been duly and validly adopted in accordance
with the requirements of applicable law, and
(ii) The 83,000 additional shares of Kollmorgen's Common Stock
to be issued pursuant to such Plan have been duly and
validly authorized for issuance and will be, when issued,
fully paid and non-assessable with no personal liability
attaching to the ownership thereof.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ James A. Eder
James A. Eder
JAE/prm
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Kollmorgen Corporation
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Kollmorgen Corporation of our report dated
January 27, 1997, except as to the information presented in Note 8
relating to the Series D Convertible Preferred Stock redemption for which
the date is February 19, 1997, relating to the consolidated balance sheets
of Kollmorgen Corporation and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the years in the three-year period
ended December 31, 1996. We also consent to the reference to our firm
under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
November 21, 1997
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
HERBERT L. HENKEL, does hereby appoint and constitute James A. Eder
and Robert J. Cobuzzi and each of them, with full power of substitution,
as his agent and attorney-in-fact to execute in his name, place and stead
(whether on behalf of the undersigned individually or as a director of
said Corporation or otherwise) a Registration Statement on Form S-8
relating to the Stock Option Plan for Key Employees of Servotronix Ltd,
and all instruments necessary or advisable in connection with such
Registration Statement; and to file the same with the Securities and
Exchange Commission. Each of the said attorneys shall have the power to
act hereunder with or without the other.
IN WITNESS WHEREOF the undersigned has executed this form this
28th day of November, 1997.
/s/ Herbert L. Henkel
Herbert L. Henkel
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
JAMES H. KASSCHAU does hereby appoint and constitute James A. Eder
and Robert J. Cobuzzi and each of them, with full power of substitution,
as his agent and attorney-in-fact to execute in his name, place and stead
(whether on behalf of the undersigned individually or as a director of
said Corporation or otherwise) a Registration Statement on Form S-8
relating to the Stock Option Plan for Key Employees of Servotronix Ltd,
and all instruments necessary or advisable in connection with such
Registration Statement; and to file the same with the Securities and
Exchange Commission. Each of the said attorneys shall have the power to
act hereunder with or without the other.
IN WITNESS WHEREOF the undersigned has executed this form this
28th day of November, 1997.
/s/ James H. Kasschau
James H. Kasschau
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
J. DOUGLAS MAXWELL, JR. does hereby appoint and constitute James A.
Eder and Robert J. Cobuzzi and each of them, with full power of
substitution, as his agent and attorney-in-fact to execute in his name,
place and stead (whether on behalf of the undersigned individually or as a
director of said Corporation or otherwise) a Registration Statement on
Form S-8 relating to the Stock Option Plan for Key Employees of
Servotronix Ltd, and all instruments necessary or advisable in connection
with such Registration Statement; and to file the same with the Securities
and Exchange Commission. Each of the said attorneys shall have the power
to act hereunder with or without the other.
IN WITNESS WHEREOF the undersigned has executed this form this
28th day of November, 1997.
/s/ J. Douglas Maxwell, Jr.
J. Douglas Maxwell, Jr.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
ROBERT N. PARKER does hereby appoint and constitute James A. Eder and
Robert J. Cobuzzi and each of them, with full power of substitution, as
his agent and attorney-in-fact to execute in his name, place and stead
(whether on behalf of the undersigned individually or as a director of
said Corporation or otherwise) a Registration Statement on Form S-8
relating to the Stock Option Plan for Key Employees of Servotronix Ltd,
and all instruments necessary or advisable in connection with such
Registration Statement; and to file the same with the Securities and
Exchange Commission. Each of the said attorneys shall have the power to
act hereunder with or without the other.
IN WITNESS WHEREOF the undersigned has executed this form this
28th day of November, 1997.
/s/ Robert N. Parker
Robert N. Parker
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
GEORGE P. STEPHAN, does hereby appoint and constitute James A. Eder
and Robert J. Cobuzzi and each of them, with full power of substitution,
as his agent and attorney-in-fact to execute in his name, place and stead
(whether on behalf of the undersigned individually or as a director of
said Corporation or otherwise) a Registration Statement on Form S-8
relating to the Stock Option Plan for Key Employees of Servotronix Ltd,
and all instruments necessary or advisable in connection with such
Registration Statement; and to file the same with the Securities and
Exchange Commission. Each of the said attorneys shall have the power to
act hereunder with or without the other.
IN WITNESS WHEREOF the undersigned has executed this form this
28th day of November, 1997.
/s/ George P. Stephan
George P. Stephan
