As filed with the
Securities and Exchange Commission on July 21, 1995
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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KUHLMAN CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 58-2058047
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1 Skidaway Village Walk
Suite 201
Savannah, Georgia 31411
(Address of Principal Executive Offices)
KUHLMAN CORPORATION 1994 STOCK OPTION PLAN
SCHWITZER, INC. LONG-TERM
EXECUTIVE INCENTIVE COMPENSATION PLAN
(Full title of the plans)
Richard A. Walker, Esq.
Executive Vice President, General Counsel and Secretary
1 Skidaway Village Walk
Suite 201
Savannah, Georgia 31411
(912) 598-7809
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
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Copy to:
Stephen A. Landsman, Esq.
Rudnick & Wolfe
203 North LaSalle Street
Suite 1800
Chicago, Illinois 60601
(312) 368-4000
(312) 236-7516 (telecopier)
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CALCULATION OF REGISTRATION FEE
Proposed
Title of maximum Proposed
securities Amount offering maximum
to be to be price aggregate Amount of
registered registered per share* offering price* registration fee
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Common Stock,
par value
$1.00 per share 1,003,411 $9.9368 $9,970,770 $3,439
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* Pursuant to Rule 457(c) and 457(h), the registration fee has
been calculated on the basis of the actual prices per share
(ranging from $5.7201 to $13.88) at which the outstanding
options may be exercised, and with respect to the remaining
shares, on the basis of $11.0625 per share, the average of the
high and low sale prices of the common stock on July 19, 1995,
as reported on the New York Stock Exchange.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
Kuhlman Corporation (the "Company") documents incorporated herein
by reference are (i) annual report on Form 10-K for the year
ended December 31, 1994, (ii) Item 1 of the Company's regi-
stration statement on Form 8-A registering its Common Stock under
Section 12(b) of the Securities Exchange Act of 1934,
(iii) quarterly report on Form 10-Q for the quarter ended
March 31, 1995, (iv) current report on Form 8-K dated
February 25, 1995, (v) current report on Form 8-K dated March 28,
1995, (vi) current report on Form 8-K dated June 14, 1995, and
(vii) current report on Form 8-K dated July 21, 1995. Schwitzer, Inc.'s
annual report on Form 10-K for the year ended January 1, 1995 is
incorporated herein by reference. In addition, all documents filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 subsequent to the date hereof
and 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 the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
An opinion with respect to the legality of shares of common
stock subject to stock options is being given by Rudnick & Wolfe,
203 North LaSalle Street, Suite 1800, Chicago, Illinois, 60601,
counsel for the Company. Attorneys of that firm who participated
in the preparation of this registration statement own a total of
approximately 9,615 shares of the Company's common stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
authorizes indemnification of directors, officers, employees and
agents of the Company; allows the advancement of costs of
defending against litigation; and permits companies incorporated
in Delaware to purchase insurance on behalf of directors,
officers, employees and agents against liabilities whether or not
in the circumstances such companies would have the power to
indemnify against such liabilities under the provisions of the
statute. The Company's Certificate of Incorporation and Bylaws
provide for indemnification of its officers and directors to the
extent permitted by Section 145 of the Delaware General
Corporation Law. Pursuant to such provisions, the Company has
purchased such insurance on behalf of its directors and officers.
The Company's Certificate of Incorporation eliminates, to
the fullest extent permitted by Delaware law, liability of a
director to the Company or its stockholders for monetary damages
for a breach of such director's fiduciary duty of care except for
liability where a director (a) breaches his or her duty of
loyalty to the Company or its stockholders, (b) fails to act in
good faith or engages in intentional misconduct or knowing
violation of law, (c) authorizes payment of an illegal dividend
or stock repurchase or (d) obtains an improper personal benefit.
This provision only pertains to breaches of duty by directors as
directors and not breaches of duty by directors in any other
corporate capacity, such as any capacity as an officer. While
liability for monetary damages has been eliminated, equitable
remedies such as injunctive relief or rescission remain
available. In addition, a director is not relieved of his
responsibilities under any other law, including the federal
securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Specimen Common Stock Certificate (Incorporated by
reference to Exhibit 4 to Registration Statement on
Form S-4, Registration No. 33-58133)
4.2 Kuhlman Corporation 1994 Stock Option Plan
(Incorporated by reference to Appendix E to the Joint
Proxy Statement/Prospectus that is a part of
Registration Statement on Form S-4, Registration No.
33-58133)
4.3 Schwitzer, Inc. Long-Term Executive Incentive
Compensation Plan, as amended (Incorporated by
reference to Exhibit 4.1 to Registration Statement on
Form S-8, Registration No. 33-72898)
5 Opinion of Rudnick & Wolfe
23.1 Arthur Andersen LLP
23.2 Consent of Rudnick & Wolfe (contained in Exhibit 5
hereof)
24 Power of Attorney by the directors and certain officers
of the Company
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, 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 (a)(1)(i) and
(a)(1)(ii) shall not apply if 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.
(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
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 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.
<PAGE>
EXHIBIT INDEX
Exhibit
4.1 Specimen Common Stock Certificate
(Incorporated by reference to Exhibit 4
to Registration Statement on Form S-4,
Registration No. 33-58133)
4.2 Kuhlman Corporation 1994 Stock Option
Plan (Incorporated by reference to
Appendix E to the Joint Proxy
Statement/Prospectus that is a part of
the Registration Statement on Form S-4
Registration No. 33-58133)
4.3 Schwitzer, Inc. Long-Term Executive
Incentive Compensation Plan, as amended
(Incorporated by reference to Exhibit 4.1
to Registration Statement on Form S-8,
Registration No. 33-72898)
5 Option of Rudnick & Wolfe
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Rudnick & Wolfe (contained in
Exhibit 5 hereof)
24 Power of Attorney by the directors and
certain officers of the Company
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Savannah, State of Georgia, on this 21st day of July, 1995.
KUHLMAN CORPORATION
By: /s/Robert S. Jepson, Jr.
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Robert S. Jepson, Jr.
Chairman of the Board and
Chief Executive Officer
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 dates indicated.
Name Title Date
ROBERT S. JEPSON, JR.* Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
and Director
VERNON J. NAGEL* Executive Vice President
of Finance, Chief Financial
Officer and Treasurer
(Principal Financial and
Accounting Officer)
CURTIS G. ANDERSON* President, Chief Operating
Officer and Director July 21, 1995
WILLIAM E. BURCH* Director
STEVE CENKO* Director
ALEXANDER W.
DREYFOOS, JR.* Director
WILLIAM M. KEARNS, JR.* Director
ROBERT D. KILPATRICK* Director
JOHN L. MARCELLUS, JR.* Director
GEORGE J. MICHEL, JR.* Director
GENERAL H. NORMAN
SCHWARZKOPF* Director
*By:/s/Robert S. Jepson, Jr. Individually and as
------------------------------ Attorney-in-Fact
Robert S. Jepson, Jr.
<PAGE>
July 21, 1995
(312) 368-4000
The Board of Directors
Kuhlman Corporation
1 Skidaway Village Walk
Suite 201
Savannah, Georgia 31411
Dear Sirs:
We have examined the registration statement filed with the
Securities and Exchange Commission on July 21, 1995 for
registration under the Securities Act of 1933, as amended, of
1,003,411 shares of common stock, par value $1.00 per share, of
Kuhlman Corporation, a Delaware corporation (the "Company") which
may be purchased pursuant to the exercise of stock options
granted or to be granted under the Kuhlman Corporation 1994 Stock
Option Plan (the "1994 Plan") and the Schwitzer, Inc. Long-Term
Executive Incentive Compensation Plan (the "Subsidiary Plan")
(the 1994 Plan and the Subsidiary Plan are collectively referred
to herein as the "Plans"). We have examined pertinent corporate
documents and records of the Company, including its certificate
of incorporation, as amended, and its by-laws, and we have made
such examination as we have deemed necessary or appropriate as a
basis for the opinion hereinafter expressed.
On the basis of the foregoing, we are of the opinion that
the issuance of the aforesaid 1,003,411 shares of common stock
pursuant to the exercise of stock options granted or to be
granted under the Plans, has been duly authorized, and when
issued and sold upon the terms and conditions set forth in the
Plans and in the options granted or to be granted thereunder,
such shares will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an
exhibit to the aforesaid registration statement.
Very truly yours,
RUDNICK & WOLFE
By:/s/ Hal M. Brown
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a Partner
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 6, 1995, incorporated by reference and
included in Kuhlman Corporation's Form 10-K for the year ended
December 31, 1994 and of our report dated May 31, 1995 included
in Kuhlman Corporation's current report on Form 8-K dated July
21, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Louisville, Kentucky
July 21, 1995
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 9, 1995, included and incorporated by
reference in Schwitzer, Inc.'s Form 10-K for the year ended
January 1, 1995, and to all references to our firm included in
this registration statement.
Charlotte, North Carolina
July 21, 1995
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned,
being a director or officer, or both, of KUHLMAN CORPORATION, a
Delaware corporation (the "Company"), does hereby constitute and
appoint ROBERT S. JEPSON, JR., CURTIS G. ANDERSON, VERNON J.
NAGEL, AND RICHARD A. WALKER, with full power to each of them to
act alone, as the true and lawful attorneys and agents of the
undersigned, with full power of substitution and resubstitution
to each of said attorneys to execute, file or deliver any and all
instruments and to do all acts and things which said attorneys
and agents deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, and any requirements or
regulations of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said
Securities Act of shares of common stock of the Company subject
to the Kuhlman Corporation 1994 Stock Option Plan and to options
granted under the Long-Term Executive Incentive Compensation Plan
of Schwitzer, Inc., including specifically, but without
limitation of the general authority hereby granted, the power and
authority to sign his name as a director or officer or both, of
the Company, as indicated below opposite his signature, to the
registration statement, and any amendment, post-effective
amendment, supplement or papers supplemental thereto, to be filed
with respect to said shares of common stock; and each of the
undersigned does hereby fully ratify and confirm all that said
attorneys and agents, or any of them, or the substitute of any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents, this 20th day of July, 1995.
/s/ Robert S. Jepson, Jr /s/ Alexander W. Dreyfoos, Jr.
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Robert S. Jepson, Jr., Chairman Alexander W. Dreyfoos, Jr.,
of the Board and Chief Executive Director
Officer
Principal Executive Officer)
and Director
/s/ Vernon J. Nagel /s/ William M. Kearns, Jr.
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Vernon J. Nagel, Executive Vice William M. Kearns, Jr.,
President of Finance, Chief Director
Financial Officer and Treasurer
(Principal Financial and
Accounting Office
/s/ Robert D. Kilpatrick
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Robert D. Kilpatrick, Director
/s/ Curtis G. Anderson /s/ John J. Marcellus, Jr.
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Curtis G. Anderson, John J. Marcellus, Jr., Director
President, Chief Operating
Officer and Director
/s/ William E. Burch /s/ George J. Michel, Jr.
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William E. Burch, Director George J. Michel, Jr.
/s/ Steve Cenko /s/ H. Norman Schwarzkopf
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Steve Cenko, Director General H. Norman Schwarzkopf,
Director
