As filed with the Securities and Exchange Commission on September 29, 1998
Registration No. 333-
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
KOLLMORGEN CORPORATION
-----------------------------------------------------
(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 02451
(Address of principal executive offices) (Zip Code)
______________
1998 Management Stock Incentive Plan
(Full title of the plan)
_____________
James A. Eder, Esq.
KOLLMORGEN CORPORATION
1601 Trapelo Road
Waltham, Massachusetts 02451
---------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 781-890-5655
CALCULATION OF REGISTRATION FEE
==========================================================================
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
-------------------------------------------------------------------------
Common Stock
par value $2.50 500,000 $15.125 $7,562,500.00 $2,231.00
==========================================================================
(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 September 28, 1998.
This Registration Statement, including Exhibits, contains 17 pages. The
Exhibit index appears on page 8 of the sequentially numbered pages of this
Registration Statement.
<PAGE>
<PAGE>2
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). The following documents,
which are on file with the Commission, are incorporated in this
Registration Statement by reference:
(1) The Registrant's latest annual report filed on Form 10-K
pursuant to Sections 13(a) or 15(d) of the Exchange Act for the fiscal
year ended December 31, 1997.
(2) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
(3) 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.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all shares of
common stock offered hereby have been sold or which deregisters all shares
of common stock then remaining unsold, shall be deemed to be incorporated
by reference herein and made a part hereof from the date of the filing of
such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION
Section 721 of the New York Business Corporation Law ("BCL") 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 BCL. Sections 722
through 726 of the BCL prescribe the various conditions under which
directors and officers may be indemnified by a New York corporation such
as the Registrant.
<PAGE>
<PAGE>3
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
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 party 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 made, 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 Agreements
includes any action, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or any other actual,
threatened or completed proceeding whether civil, criminal, administrative
or an investigation, other than one initiated by the Indemnitee.
If an Indemnitee has been successful, on the merits or otherwise, in
a 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
<PAGE>
<PAGE>4
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
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 Exchange Act 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
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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;
(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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "calculation of
Registration Fee" table in the effective registration
statement; and
<PAGE>
<PAGE>5
(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 (i) and (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 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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) Undertaking Concerning Filings Incorporating Subsequent Exchange Act
Documents By Reference
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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) Filing of Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the Company's Certificate
of Incorporation, By-Laws or otherwise, the Company 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 Company of
expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company will, unless in the
opinion of its counsel the matter has been settled by controlling <PAGE>
<PAGE>6
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.
<PAGE>
<PAGE>7
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 Waltham, Commonwealth of Massachusetts, on
the 29th day of September, 1998.
KOLLMORGEN CORPORATION
/s/ Robert J. Cobuzzi
Robert J. Cobuzzi
Its: Senior Vice President, Treasurer
and Chief Financial Officer
September 29, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
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 September 29, 1998
President and
Chief Executive Officer/Director
/s/ Robert J. Cobuzzi
Robert J. Cobuzzi September 29, 1998
Senior Vice President, Treasurer and
Chief Financial Officer/Director
/s/ Keith D. Jones
Keith D. Jones September 29, 1998
Controller and
Chief Accounting Officer
/s/ James A. Eder
James A. Eder September 29, 1998
Vice President and Secretary and
Attorney-in-Fact For:
Jerald G. Fishman, Director Robert N. Parker, Director
Herbert L. Henkel, Director Geoffrey S. Rehnert, Director
James H. Kasschau, Director George P. Stephan, Director
J. Douglas Maxwell, Jr., Director
<PAGE>
<PAGE>8
EXHIBIT INDEX
Exhibit Page in this
Number Description of Exhibit Form S-8
4(a) Restated Certificate of Incorporation, as N/A
amended, incorporated by reference to
Exhibit 3(a) of the Form SE filed on
April 2, 1990
4(b) Rights Agreement dated as of December 20, N/A
1988, as amended and restated as of
March 27, 1990, between the Company and
the First National Bank of Boston, as
Rights Agent, incorporated by reference
to Exhibit 4(d) of the Form SE filed on
April 2, 1990
4(c) Kollmorgen Corporation 1998 Management N/A
Stock Incentive Plan incorporated by
reference to Exhibit 10(e) to the
Registrant's Annual Report filed on
Form 10-K (File No. 105562) on March 30,
1998 for the year ended December 31, 1997
5 Opinion of James A. Eder, Vice President, 9
and General Counsel of Kollmorgen Corporation
23 Consent of PriceWaterhouseCoopers LLP 10
24 Powers of Attorney 11-17
EXHIBIT 5
OPINION RE LEGALITY
September 29, 1998
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 September 29, 1998
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
and its shareholders with respect to the Kollmorgen Corporation 1998
Management Stock Incentive Plan (the "Plan") and the authorization for the
reservation for issuance, the issuance and the sale by Kollmorgen of up to
500,000 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 500,000 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
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Kollmorgen Corporation:
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Kollmorgen Corporation of our report dated
January 24, 1998, except as to the information presented in Note 19
relating to the Tender Offer termination for which the date is
February 2, 1998, relating to the consolidated balance sheets of
Kollmorgen Corporation and subsidiaries as of December 31, 1997, and
1996, 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, 1997.
/s/ PriceWaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
September 29, 1998
EXHIBIT 24
POWER OF ATTORNEY
Pursuant to Rule 402(c)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
JERALD G. FISHMAN does hereby appoint and constitute Robert J.
Cobuzzi and James A. Eder and each of them as his agent and attorney-in-
fact to execute in his name, place and stead (whether on behalf of the
undersigned individually or as an officer or director of said Corporation
or otherwise) a Registration Statement on Form S-8 relating to the
Kollmorgen Corporation 1998 Management Stock Incentive Plan authorizing
500,000 shares to be reserved for issuance thereunder, 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 29th
day of September , 1998
/s/ Jerald G. Fishman
_________________________________
Jerald G. Fishman
<PAGE>
POWER OF ATTORNEY
Pursuant to Rule 402(c)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
HERBERT L. HENKEL does hereby appoint and constitute Robert J.
Cobuzzi and James A. Eder and each of them as his agent and attorney-in-
fact to execute in his name, place and stead (whether on behalf of the
undersigned individually or as an officer or director of said Corporation
or otherwise) a Registration Statement on Form S-8 relating to the
Kollmorgen Corporation 1998 Management Stock Incentive Plan authorizing
500,000 shares to be reserved for issuance thereunder, 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 29th
day of September , 1998
/s/ Herbert L. Henkel
_________________________________
Herbert L. Henkel
<PAGE>
POWER OF ATTORNEY
Pursuant to Rule 402(c)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
JAMES H. KASSCHAU does hereby appoint and constitute Robert J.
Cobuzzi and James A. Eder and each of them as his agent and attorney-in-
fact to execute in his name, place and stead (whether on behalf of the
undersigned individually or as an officer or director of said Corporation
or otherwise) a Registration Statement on Form S-8 relating to the
Kollmorgen Corporation 1998 Management Stock Incentive Plan authorizing
500,000 shares to be reserved for issuance thereunder, 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 29th
day of September , 1998
/s/ James H. Kasschau
_________________________________
James H. Kasschau
<PAGE>
POWER OF ATTORNEY
Pursuant to Rule 402(c)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
J. DOUGLAS MAXWELL, JR. does hereby appoint and constitute Robert J.
Cobuzzi and James A. Eder and each of them as his agent and attorney-in-
fact to execute in his name, place and stead (whether on behalf of the
undersigned individually or as an officer or director of said Corporation
or otherwise) a Registration Statement on Form S-8 relating to the
Kollmorgen Corporation 1998 Management Stock Incentive Plan authorizing
500,000 shares to be reserved for issuance thereunder, 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 29th
day of September , 1998
/s/ J. Douglas Maxwell, Jr.
_________________________________
J. Douglas Maxwell, Jr.
<PAGE>
POWER OF ATTORNEY
Pursuant to Rule 402(c)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
ROBERT N. PARKER does hereby appoint and constitute Robert J. Cobuzzi
and James A. Eder and each of them as his agent and attorney-in-fact to
execute in his name, place and stead (whether on behalf of the undersigned
individually or as an officer or director of said Corporation or
otherwise) a Registration Statement on Form S-8 relating to the Kollmorgen
Corporation 1998 Management Stock Incentive Plan authorizing 500,000
shares to be reserved for issuance thereunder, 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 29th
day of September , 1998
/s/ Robert N. Parker
_________________________________
Robert N. Parker
<PAGE>
POWER OF ATTORNEY
Pursuant to Rule 402(c)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
GEOFFREY S. REHNERT does hereby appoint and constitute Robert J.
Cobuzzi and James A. Eder and each of them as his agent and attorney-in-
fact to execute in his name, place and stead (whether on behalf of the
undersigned individually or as an officer or director of said Corporation
or otherwise) a Registration Statement on Form S-8 relating to the
Kollmorgen Corporation 1998 Management Stock Incentive Plan authorizing
500,000 shares to be reserved for issuance thereunder, 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 29th
day of September , 1998
/s/ Geoffrey S. Rehnert
_________________________________
Geoffrey S. Rehnert
<PAGE>
POWER OF ATTORNEY
Pursuant to Rule 402(c)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned:
GEORGE P. STEPHAN does hereby appoint and constitute Robert J.
Cobuzzi and James A. Eder and each of them as his agent and attorney-in-
fact to execute in his name, place and stead (whether on behalf of the
undersigned individually or as an officer or director of said Corporation
or otherwise) a Registration Statement on Form S-8 relating to the
Kollmorgen Corporation 1998 Management Stock Incentive Plan authorizing
500,000 shares to be reserved for issuance thereunder, 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 29th
day of September , 1998
/s/ George P. Stephan
_________________________________
George P. Stephan
