As filed with the Securities and Exchange Commission on December 23, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LOCTITE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-0701067
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
10 Columbus Boulevard, Hartford, Connecticut 06106
(Address of Principal Offices) (Zip Code)
1992 Stock Option Plan
(Full title of the plan)
Eugene F. Miller, Esq.
Vice President, Secretary and General Counsel
Loctite Corporation
10 Columbus Boulevard
Hartford, Connecticut 06106
(Name and address of agent for service)
(203) 520-5021
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Aggregate Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
Common Stock 1,000,000 shs $44.688 $44,688,000 $15,409.65
(1) Estimated solely for purposes of calculating the registration fee.
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Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The documents listed below have been filed by Loctite Corporation (the
"Company") with the Securities and Exchange Commission and are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994; and
(c) The description of the common stock of the Company (the "Common
Stock") contained in the Registration Statement on Form 8-B of
the Company, as amended (No. 1-7608), including any amendment or
report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
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 remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The financial statements incorporated in this Registration Statement
by reference to the Annual Report on Form 10-K of Loctite Corporation for
the fiscal year ended December 31, 1993 have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), directors and officers as well as other employees
and individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of a corporation -- a "derivative action") if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to settlement of such an
action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found
liable to the corporation. Additionally, a corporation is required to
indemnify its directors and officers against expenses to the extent that
such directors or officers have been successful on the merits or otherwise
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in any action, suit or proceeding or in defense of any claim, issue or
matter therein.
Unless ordered by a court, indemnification can be made by a
corporation only upon a determination that indemnification is proper in
the circumstances because the party seeking indemnification has met the
applicable standard of conduct as set forth in Delaware law. The
indemnification provided by Section 145 of the DGCL includes the right to
be paid by the corporation the expenses incurred in defending proceedings
in advance of their final disposition. Such advance payment of expenses,
however, may only be made upon delivery to the corporation by the
indemnified party of an undertaking to repay all amounts so advanced if it
shall ultimately be determined that the person receiving such payments is
not entitled to be indemnified.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by
Section 145 of the DGCL is not exclusive of any other right which any
person may have or acquire under any statute, provision of the certificate
of incorporation or bylaws, or otherwise. In addition, Section 145 of the
DGCL authorizes a corporation to maintain insurance, at its expense,
liability or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under the
DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Certificate of Incorporation of the Company (Incorporated by
Reference to Exhibit (3)(a) of the Company's Registration
Statement on Form 8-B (No. 1-7608, filed April 25, 1988)).
4.2 Bylaws of the Company (Incorporated by Reference to Exhibit 3
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992).
4.3 1992 Stock Option Plan (Incorporated by Reference to Exhibit
A to the Company's Definitive Proxy Statement dated March 17,
1992 for the 1992 Annual Meeting of Stockholders).
22 Subsidiaries of the Registrant (Incorporated by Reference to
Exhibit 22 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993).
23 Consent of Price Waterhouse LLP.
24 Powers of Attorney (Incorporated by Reference to Exhibit 24
to the Company's Registration Statement on Form S-8 (No. 33-
57063)).
Item 9. Undertakings.
A. Undertaking to Update Annually
The undersigned registrant hereby undertakes:
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(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 paragraph (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.
(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 With Respect to Incorporating Certain Exchange Act
Documents By Reference
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.
C. Undertaking to Transmit Certain Material
(1) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus to each employee to whom the
Prospectus is sent or given, a copy of the registrant's annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registrant shall state
in the Prospectus that it will promptly furnish, without charge, a copy of
such report on written request of the employee. If the last fiscal year
of the registrant has ended within 120 days prior to the use of the
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Prospectus, the annual report for the last fiscal year will be furnished
to each such employee.
(2) The undersigned registrant hereby undertakes to transmit or
cause to be transmitted to all employees participating in the Plan who do
not otherwise receive such material as stockholders of the registrant, at
the time and in the manner such material is sent to its stockholders,
copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted to
directors, officers and controlling persons of the Company pursuant to
such provisions of the DGCL or the Certificate of Incorporation or Bylaws
of the Company 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 1933 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
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 Hartford, State of Connecticut,
on December 20, 1994.
LOCTITE CORPORATION
By /s/ Eugene F. Miller
Name: Eugene F. Miller
Title: Vice President
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.
Signature Title Date
*
- ------------------------ December 20, 1994
Kenneth W. Butterworth Chairman and Director
/s/ David Freeman
- ------------------------ December 21, 1994
David Freeman President, Chief Executive
Officer and Director
(Principal Executive
Officer)
December 20, 1994
/s/ Robert L. Aller
- -----------------------
Robert L. Aller Senior Vice President and
Chief Financial Officer
(Principal Accounting
Officer)
/s/ Robert M.Kimball December 21, 1994
- -----------------------
Robert M. Kimball Treasurer
*
- -----------------------
Robert E. Ix Director December 20, 1994
*
- -----------------------
Frederick B. Krieble Director December 20, 1994
*
- -----------------------
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Dr. Roman Dohr Director December 20, 1994
*
- -----------------------
Dr. Jurgen Manchot Director December 20, 1994
- -----------------------
John K. Armstrong Director December __, 1994
*
- -----------------------
Stephen J. Trachtenberg Director December 20, 1994
*
- -----------------------
Wallace Barnes Director December 20, 1994
*
- -----------------------
Peter C. Browning Director December 20, 1994
*
- ----------------------- December 20, 1994
Stephen F. Page Director
*By /s/Eugene F. Miller
--------------------
Name: Eugene F. Miller
Title: Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
4.1 Certificate of Incorporation of the Company (Incorporated
by Reference to Exhibit (3)(a) of the Company's
Registration Statement on Form 8-B (No. 1-7608, filed April
25, 1988)).
4.2 Bylaws of the Company (Incorporated by Reference to Exhibit
3 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992).
4.3 1992 Stock Option Plan (Incorporated by Reference to
Exhibit A to the Company's Definitive Proxy Statement
dated March 17, 1992 for the 1992 Annual Meeting of
Stockholders).
22 Subsidiaries of the Registrant (Incorporated by Reference
to Exhibit 22 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993).
23 Consent of Price Waterhouse LLP.
24 Powers of Attorney (Incorporated by Reference to Exhibit
24 to the Company's Registration Statement on Form S-8 (No.
33-57063)).
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report
dated January 25, 1994 appearing on page 17 of Loctite Corporation's
Annual Report on Form 10-K for the year ended December 31, 1993. We also
consent to the reference to us under the heading "Experts" in such
Prospectus.
Price Waterhouse LLP
Hartford, Connecticut
December 23, 1994
