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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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AMETEK, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-4923320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Station Square 19301
Paoli, Pennsylvania (Zip Code)
(Address of Principal Executive Offices)
1995 STOCK INCENTIVE PLAN OF AMETEK, INC.
(Full title of the plan)
Robert W. Yannarell
AMETEK, INC.
Station Square
Paoli, Pennsylvania 19301
(Name and address of agent for service)
610-647-2121
(Telephone number, including area code,
of agent for service)
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Copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Title of maximum maximum of
securities Amount to offering aggregate regis-
to be be regis- price per offering tration
registered tered (1) share (2) price (2) fee
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Common 2,200,000 $17.44 $38,368,000 $13,230.35
Stock, par shares
value $.01
per share
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(1) There are also being registered hereunder such additional shares as may be
issued pursuant to the anti-dilution provisions of the plan.
(2) This figure is based on the average of the high and low prices reported
on the New York Stock Exchange on June 22, 1995, for shares of such Common Stock
and is used solely for the purpose of determining the registration fee pursuant
to Rule 457(c).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Act").
Such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Act.
See Rule 428(a)(1) under the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by AMETEK, Inc. (the
"Company") are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1994.
2. Annual Report on Form 11-K with respect to The AMETEK Savings and
Investment Plan for the year ended December 31, 1994.
3. The Company's Quarterly Report on Form 10-Q for the period ended March
31, 1995.
4. The description of the Company's Common Stock which is contained in a
registration statement filed under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered 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 of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Lewis G. Cole, a partner of Stroock & Stroock & Lavan, is a Director of the
Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides, in summary, that directors and officers of Delaware
corporations are entitled, under certain circumstances, to be indemnified
against all expenses and liabilities (including attorneys' fees) incurred by
them as a result of suits brought against them in their capacity as a director
or officer, if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful; provided, that no indemnification may be made
against expenses in respect of any claim, issue or matter as to which they shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, they are fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Any such
indemnification may be made by the corporation only as authorized in each
specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.
Article Eighth of the Company's Certificate of Incorporation provides that
no director shall have any personal liability to the Company or its stockholders
for any monetary damages for breach of fiduciary duty as a director, provided,
however, that such provision does not limit or eliminate the liability of any
director (i) for breach of such director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL (involving certain unlawful dividends or stock repurchases) or (iv) for
any transaction from which such director derived an improper personal benefit.
The Company maintains directors' and officers' liability insurance which
covers the directors and officers of the Company with policy limits of
$75,000,000.
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Pursuant to indemnity agreements between the Company and its directors and
officers, the Company has agreed to indemnify such directors and officers to the
fullest extent permitted by Delaware law, as the same may be amended from time
to time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits shown by index on page 9.
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 (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 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 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.
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(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 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) 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 of 1933 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
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, 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 Township of Tredyffrin, Commonwealth of Pennsylvania on June
26, 1995.
AMETEK, INC.
(Registrant)
By:/s/ WALTER E. BLANKLEY
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Walter E. Blankley
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.
Signature Title Date
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/s/ WALTER E. BLANKLEY Chairman of the Board June 26, 1995
- ---------------------------- and Chief Executive
Walter E. Blankley Officer (Principal
Executive Officer)
/s/ JOHN J. MOLINELLI Senior Vice President- June 26,1995
- ---------------------------- Chief Financial Officer
John J. Molinelli (Principal Financial
Officer)
/s/ OTTO W. RICHARDS Vice President and June 26, 1995
- ---------------------------- Comptroller
Otto W. Richards (Principal Accounting
Officer)
/s/ LEWIS G. COLE Director June 26, 1995
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Lewis G. Cole
/s/ HELMUT N. FRIEDLAENDER Director June 26, 1995
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Helmut N. Friedlaender
/s/ SHELDON S. GORDON Director June 26, 1995
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Sheldon S. Gordon
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/s/ CHARLES D. KLEIN Director June 26, 1995
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Charles D. Klein
- ---------------------------- Director
James R. Malone
/s/ DAVID P. STEINMANN Director June 26, 1995
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David P. Steinmann
/s/ ELIZABETH R. VARET Director June 26, 1995
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Elizabeth R. Varet
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Filed
Incorporated Herewith by
Exhibit Herein by Electronic
Number Description Reference to Submission
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<C> <S> <C> <C>
3.1 Composite Certificate of Incorporation of AMETEK, Inc., Exhibit 3 to June 30,
as amended to and including April 26, 1994. 1994 10-Q, SEC File No.
1-168.
3.2 By-laws of the Company. Exhibit (3)b) to 1987
10-K, SEC File No. 1-
168.
4.1 Rights Agreement, dated July 26, 1989, between the Exhibit 4 to Form 8-K
Company and the Chase Manhattan Bank, N.A. (the dated July 28, 1989, SEC
"Rights Agreement"). File No. 1-168.
4.2 Amendment No. 1 to the Rights Agreement. Exhibit 4.5 to 1992
10-K, SEC File No. 1-168.
4.3 Certificate of Designation, Preferences and Rights of Exhibit (4b) to June 30,
Series A Junior Participating Preferred Stock. 1989 10-Q, SEC File No.
1-168.
4.4 Indenture dated as of March 15, 1994 between the Exhibit 4 to March 31,
Company and Corestates Bank N.A., as Trustee, relating 1994 10-Q, SEC File No.
to the Company's 9-3/4% Senior Notes due 2004. 1-168.
4.5 Credit Agreement among the Company, Various Lending Exhibit 10.36 to 1993
Institutions, Bank of Montreal, Corestates Bank, N.A., 10-K, SEC File No. 1-168.
and PNC Bank, National Association, as Co-Agents, and
the Chase Manhattan Bank, N.A., as Administrative
Agent (the "Credit Agreement").
4.6 First Amendment to the Credit Agreement. Exhibit 10 to March 31,
1994 10-Q, SEC File No. 1-168.
4.7 Second Amendment to the Credit Agreement. Exhibit 10 to September
30, 1994 10-Q, SEC File
No. 1-168.
4.8 Third Amendment to Credit Agreement. Exhibit 4 to March 31,
1995 10-Q, SEC File No. 1-168.
4.9 Fourth Amendment to Credit Agreement. Exhibit 4.1 to March 31,
1995 10-Q, SEC File No. 1-168.
5 Opinion of Stroock & Stroock & Lavan. X
23.1 Consent of Ernst & Young LLP, Independent Auditors. X
23.2 Consent of Stroock & Stroock & Lavan. *
99 Letter to the holders of the Company's Common Stock, Exhibit (21) to June 30,
dated July 31, 1989 (including Summary of Rights). 1989 10-Q, SEC File No. 1-168.
</TABLE>
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* Included in Exhibit 5 to this Registration Statement.
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EXHIBIT 5
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
June 26, 1995
AMETEK, Inc.
Station Square
Paoli, Pennsylvania 19301
Ladies and Gentlemen:
We have acted as counsel to AMETEK, Inc., a Delaware corporation ("Ametek"), in
connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the proposed issuance of up to 2,200,000 shares (the "Original
Shares") of Ametek's Common Stock, par value $.01 per share (the "Common
Stock"), which may be issued pursuant to the 1995 Stock Incentive Plan of
AMETEK, Inc. (the "Plan") and such additional shares (the "Additional Shares")
as may be issued pursuant to the anti-dilution provisions of the Plan. The
Original Shares and the Additional Shares are hereinafter referred to together
as the "Shares."
As such counsel, we have examined originals or copies of the Certificate of
Incorporation and By-Laws of Ametek, as amended to date, the Registration
Statement, the Plan and originals or copies of such other corporate minutes,
records, agreements and other instruments of Ametek, certificates of public
officials and other documents of Ametek and have made such examinations of law,
as we have deemed necessary to form a basis for the opinion hereinafter
expressed. In our examinations of such materials, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of all copies submitted to
us by Ametek. As to various questions of fact material to such opinion, we have
relied on representations, statements and certificates of officers and
representatives of Ametek and others.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not purport to be experts on, or to
express any opinion herein concerning, any laws other than the laws of the State
of New York, the federal laws of the United States of America and the Delaware
General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued under the circumstances contemplated in the
Registration Statement and the Plan, will be validly issued, fully paid and non-
assessable.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the filing of this opinion as an exhibit to any
application made by or on behalf of Ametek or any dealer in connection with the
registration of the Shares under the securities or blue sky laws of any state or
jurisdiction. In giving such consent, we do not admit hereby that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Commission
thereunder.
We call to your attention that Lewis G. Cole, a member of the firm, is a
director of Ametek; and that Mr. Cole and various members and associates of the
firm are beneficial owners of shares of Ametek's Common Stock.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
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We consent to the incorporation by reference in the Registration Statement (Form
S-8) and related Prospectus pertaining to the 1995 Stock Incentive Plan of
Ametek, Inc. of our report dated January 31, 1995, with respect to the
consolidated financial statements and schedules of Ametek, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
June 26, 1995
