As filed with the Securities and Exchange Commission on June 24, 1994
Registration No. 33-
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form S-8
Registration Statement
under
the Securities Act of 1933
___________________
AMP INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0332575
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 Friendship Road
Harrisburg, Pennsylvania 17111
(Address of principal executive offices, including zip code)
AMP INCORPORATED STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
David F. Henschel
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
(Name and address of agent for service)
(717) 780-4205
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of | Amount | Proposed | Proposed | Amount of
Securities | to be | maximum | maximum | registration
to be | registered | offering | aggregate | fee
registered | | price per | offering |
| | share *1 | price *1 |
- -----------------------------------------------------------------------------
Common Stock, | 150,000 | $ 66.5625 | $ 9,984,375 | $ 3,442.89
without par value | shares | | |
- -----------------------------------------------------------------------------
*1 Estimated on the basis of the average of the high and low prices of
the Common Stock of AMP Incorporated as reported on the New York Stock
Exchange Composite Tape on June 21, 1994 in accordance with Rule 457(c)
and (h) solely for purposes of calculating the registration fee.
Exhibit Index is found on Page 13 of 29.
Page 1 of 29
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
In accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), the
documents containing the information required by Items 1 and 2 of
Part I are not filed as a part of this Registration Statement and
will be delivered to each outside director of AMP Incorporated who
participates in the AMP Incorporated Stock Option Plan for Outside
Directors (the "Plan").
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
With respect to the registrant, AMP Incorporated (the "Company"),
the following documents heretofore filed by the Company with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (Commission
File No. 1-4235) are incorporated in this Registration Statement by
reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1994;
3. As to the Company's Common Stock, which is registered under Section
12 of the Exchange Act, the description of such class of securities
as set forth in Article IV of the Company's Articles of
Incorporation as restated, signed and sealed by the Secretary of
the Company on July 28, 1993 (filed as Exhibit 3.(i) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1993);
4. All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
Page 2 of 29
<PAGE>
or which deregisters all securities then remaining unsold, said
reports and other documents to be deemed incorporated by reference
and made a part hereof from the date of their filing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The opinion of counsel furnished in Exhibit 5 hereto as to the legality
of the 150,000 shares of AMP Common Stock being registered for issuance
under this Registration Statement is given by David F. Henschel,
Corporate Secretary and Associate General Legal Counsel and an officer
of the Company.
Item 6. Indemnification of Directors and Officers.
The Company, as a Pennsylvania corporation, is subject to the
provisions of the Business Corporation Law of 1988 (the "BCL"), which
is Pennsylvania's corporation statute. Subchapter D of Chapter 17 of
the BCL provides for the authority of Pennsylvania corporations to
indemnify directors, officers, employees or agents of the corporation,
or of another domestic or foreign corporation for profit or not-for-
profit, partnership, joint venture, trust or other enterprise
(including without limitation, any employee benefit plan) who are
serving as such at the request of the corporation (individually, a
"Representative") against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in the case of third
party actions, but only against expenses (including attorneys' fees)
in the case of derivative actions. Unless ordered by a court, such
indemnification is to be made only as authorized in the specific case
upon a determination by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to the action or
proceeding, by the shareholders or, if such quorum of the board is not
obtainable or a majority vote of disinterested directors so directs, by
independent legal counsel, that indemnification of the Representative
is proper in the circumstances. Indemnification would be proper if the
Representative acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful, provided that
under no circumstances would indemnification be proper in the case of
willful misconduct or recklessness.
Page 3 of 29
<PAGE>
In the case of a derivative action, indemnification shall not be made
in respect of any claim, issue or matter as to which a Representative
has been adjudged liable to the corporation unless, and only to the
extent that, a court of competent jurisdiction determines upon
application that, despite the adjudication of liability, but in view
of all the circumstances of the case, a Representative is fairly and
reasonably entitled to indemnity for the expenses that the court deems
proper.
To the extent a Representative has been successful on the merits or
otherwise in the defense of a third party action or a derivative
action, indemnification is mandatory with respect to expenses
(including attorneys' fees) incurred in such defense. The
corporation may advance defense expenses (including attorneys' fees)
upon receipt of an undertaking by or on behalf of the Representative
to repay such advances if it is ultimately determined that he is not
entitled to be indemnified, and a corporation may purchase insurance
on behalf of any Representative against any liability asserted against
him and incurred by him in any such capacity, or arising out of his
status as such, regardless of whether or not the corporation could
indemnify him against such liability. The indemnification and
advancement of expenses provided under the BCL is expressly not
exclusive of any other rights to which a person may be entitled under
any bylaw, agreement, shareholder vote or otherwise.
Under the BCL, limitation of director monetary liability for breach of
fiduciary duty is permitted provided that such provision is included
in a bylaw approved by the shareholders. The shareholders of the
Company, at its Annual Meeting of Shareholders held on April 13, 1989,
approved such a provision in the Company's Bylaws. This provision
provides that no director shall be personally liable for monetary
damages as a result of any act or omission, unless he or she has not
complied with the standard of care statutorily mandated for directors
and his or her acts or omissions constitute self-dealing, willful
misconduct or recklessness. The standard of care is set forth in
Section 2.13 of the Bylaws, entitled "Standard of Care and Justifiable
Reliance", and basically requires the director to perform his or her
duties in good faith, in a manner he or she reasonably believes to be
in the best interests of the Company, and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. The Bylaw provision
does not apply to liabilities of a director pursuant to any criminal
statute or for payment of taxes pursuant to local, state or federal
law.
Page 4 of 29
<PAGE>
On October 23, 1991 the Board of Directors of the Company approved an
amendment to Article IV of the Company's Bylaws to provide for
indemnification to the extent permitted under the BCL. Article IV
provides that the Company shall indemnify any director or officer of
the Company, and may indemnify any other employee or agent of the
Company, who is, was or becomes a party, or is threatened to be made a
party, to any threatened, pending or completed investigation, claim,
action, suit or proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal, and any appeal therein
in which any such person is involved (a "Proceeding") by reason of
being a Representative, or being a director, officer, employee or agent
of either a constituent corporation absorbed in a consolidation or
merger or another business entity at the request of such constituent
corporation, against all expenses (including attorneys' fees and
disbursements), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
proceedings, except that in the case of derivative actions,
i) indemnification is limited to reasonably incurred expenses; and
ii) a person adjudged to be liable to the Company may not be
indemnified unless and only to the extent a court of competent
jurisdiction determines upon application that the person is fairly and
reasonably entitled to indemnity for the expenses that such court deems
proper. Indemnification under Article IV applies to third party
actions and derivative actions commenced or continuing after the
adoption of the Article, whether arising from acts or omissions
occurring before or after such adoption. Article IV provides that the
rights of directors and officers thereunder with respect to third
party actions are contractual rights.
Article IV provides that indemnification of an indemnified party under
Article IV shall be made by the Company only when requested in writing
with supporting documentation and, in accordance with the provisions
of the BCL, a determination is made in each specific case that
indemnification of the Representative is proper under the
circumstances. Such determination is to be made within 60 days after
receipt of the request and shall be made by a majority vote of
disinterested directors (if they constitute a quorum) or, under certain
circumstances, either by a written opinion of independent legal counsel
or by the shareholders. If independent legal counsel is to make the
determination, then the disinterested directors or, if the
disinterested directors do not constitute a quorum, a majority of the
Board of Directors shall select counsel to which the indemnified party
does not reasonably object, except that in the event a change of
Page 5 of 29
<PAGE>
control as defined in Article IV shall have occurred, the indemnified
party shall select counsel to which the disinterested directors or, if
the disinterested directors do not constitute a quorum, to which a
majority of the Board of Directors do not reasonably object. Once a
determination is made that the indemnified party is entitled to
indemnification, payment shall be made within 5 days thereafter, and
such determination shall be binding on the Company unless either the
indemnified party made a misrepresentation or failed to disclose a
material fact in requesting indemnification and supporting that
request, or such indemnification is prohibited by law.
As permitted by the BCL, Article IV also requires that the Company
advance reasonable expenses to an indemnified party, upon determination
by the Board or its duly authorized committee, within 20 days after
receipt of a written request for such advance. Such request must
reasonably identify, describe and document the legal expenses actually
and reasonably incurred by the indemnified party and, if required by
law, be accompanied by an undertaking of the indemnified party to
repay the advance if ultimately it should be determined that the
indemnified party is not entitled to be indemnified against such
expenses. The advance may be made upon such terms and conditions, if
any, as the Board of Directors or its duly authorized committee deems
appropriate. The financial ability of the indemnified party to make
repayment shall not be a prerequisite to the making of an advance.
Article IV provides that an indemnified party shall not be entitled to
indemnification or the advancement of expenses if and to the extent
1) the indemnified party did not act in good faith and in a manner the
indemnified party reasonably believed to be in, or not opposed to, the
best interests of the Company and, with respect to any criminal
proceeding, had reasonable cause to believe his or her conduct was
unlawful, or 2) the Company enters into a contract with the
indemnified party that establishes reasonable limitations or
conditions on the indemnification of and advancement of expenses to
the indemnified party and such conditions preclude indemnification or
advancement of expenses under the circumstances at hand, or 3) payment
to the indemnified party would result in double payment, or 4) a court
of competent jurisdiction determines that such indemnification or
advancement of expenses is unlawful. A termination of a third party
Proceeding, or any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, adversely affect the right of the
Page 6 of 29
<PAGE>
indemnified party to indemnification or create a presumption that the
indemnified party did not meet the condition stated in 1) above.
In accordance with the BCL, to the extent that an indemnified party is
successful on the merits or otherwise in defense of any third party or
derivative Proceeding, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in such defense. Moreover,
Article IV provides that an indemnified party shall be indemnified
against any expenses actually and reasonably incurred in a successful
effort to enforce his or her rights of mandatory indemnification under
applicable law or his or her rights under Article IV if the
indemnified party prevails in any such enforcement proceeding, or on
a prorated basis if it is determined that the indemnified party is
entitled to receive only part of the indemnification or advancement
sought.
Article IV provides that indemnification granted thereunder is not
exclusive of any other rights to which a person may otherwise be
entitled. In addition, Article IV provides, as permitted by the BCL,
that the Company may purchase and maintain insurance on behalf of the
Company, its subsidiaries and affiliates, and any Representative,
against any liability asserted against such Representative or incurred
by such Representative in any such capacity, or arising out of said
Representative's status as such, whether or not the Company would have
the power to indemnify such person against that liability under the
provisions of applicable law. The Company may also enter into
contracts with any Representative to provide contractual rights in
furtherance of the provisions of Article IV. And Article IV provides
that the Company may give other indemnification to the extent not
prohibited by applicable law.
As provided for in Article IV, the Company has entered into
indemnification agreements with each of its directors and officers and
with certain of its employees. These agreements contain provisions
that afford rights with respect to indemnification and advancement of
expenses that are consistent with the authority given in Article IV.
The Company has also purchased and is maintaining directors' and
officers' liability insurance covering liabilities to directors or
officers of the Company arising by reason of wrongful acts committed
or allegedly committed by them, whether or not they are indemnified
by the Company. The coverage does not extend to: i) violations of
Section 16(b) of the Exchange Act; ii) dishonest, fraudulent or
criminal acts; iii) claims arising from libel or slander, or pollution
or
Page 7 of 29
<PAGE>
contamination events; iv) claims brought by one director or officer
against another or against the Company, other than for claims for
wrongful termination of employment; and v) claims arising from bodily
injury or property damage or by reason of the Employee Retirement
Income Security Act, both of which types of claims are intended to be
covered under other insurance policies.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.A AMP Incorporated Stock Option Plan for Outside Directors
4.B Description of the Company's Common Stock as set forth in Article IV
of the Company's Articles of Incorporation as restated, signed and
sealed by the Secretary of the Company on July 28, 1993 (incorporated
by reference to Exhibit 3.(i) of the Company's Annual Report on Form
10-K for the year ended December 31, 1993).
4.C Shareholder Rights Plan adopted by the Company's Board of Directors on
October 25, 1989 (incorporated by reference to Exhibit 4 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1989).
4.D Amendment Rights Agreement between the Company and Chemical Bank, as
Rights Agent for the Shareholder Rights Plan, dated September 4, 1992
(incorporated by reference to Exhibit 4-b of the Company's Annual
Report on Form 10-K for the calendar year ended December 31, 1992).
5 Opinion and Consent of Counsel as to the legality of the securities
being registered.
23.A Consent of Independent Public Accountants.
23.B Consent of Counsel (included in Exhibit 5).
Page 8 of 29
<PAGE>
Item 9. Undertakings.
The Company hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to
i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii) reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change to the information set forth in this Registration
Statement; and
iii) include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that subsections (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those subsections 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 this 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.
(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) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
Page 9 of 29
<PAGE>
of the Exchange Act) that is incorporated by reference in this
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) Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, that
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 Securities 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 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 and will be governed by the final adjudication of
such issue.
Page 10 of 29
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Myerstown, Commonwealth of Pennsylvania, on the
22nd day of June, 1994.
AMP Incorporated
By: /s/ J. E. Marley
-----------------------------
J. E. Marley
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints James E. Marley and David F. Henschel, and
each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the name of the
undersigned to the Registration Statement on Form S-8 filed herewith with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the shares of Common Stock, no par value, of AMP
Incorporated that are issuable under the AMP Incorporated Stock Option Plan
for Outside Directors, including any and all pre-effective and post-
effective amendments to said Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to perform
each and every act and thing requisite or necessary to be done in and about
the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their substitutes, shall or
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ J. E. Marley Chairman of the Board June 22, 1994
- ------------------------------ and a Director
J. E. Marley
/s/ W. J. Hudson Jr. Chief Executive Officer June 22, 1994
- ------------------------------ and President, and a
W. J. Hudson, Jr. Director (Principal
Executive Officer)
/s/ B. Savidge Executive Vice President, June 22, 1994
- ------------------------------ Chief Financial Officer,
B. Savidge and a Director (Principal
Financial Officer)
Page 11 of 29
<PAGE>
Signature Title Date
/s/ D. C. Cornelius Controller June 22, 1994
------------------------------
D. C. Cornelius
/s/ D. F. Baker Director June 22, 1994
------------------------------
D. F. Baker
/s/ J. J. Burdge Director June 22, 1994
------------------------------
J. J. Burdge
/s/ W. E. C. Dearden Director June 22, 1994
------------------------------
W. E. C. Dearden
/s/ Ralph D. DeNunzio Director June 22, 1994
------------------------------
R. D. DeNunzio
/s/ B. H. Franklin Director June 22, 1994
------------------------------
B. H. Franklin
/s/ Joseph M. Hixon Director June 22, 1994
------------------------------
J. M. Hixon III
/s/ H. A. McInnes Director June 22, 1994
------------------------------
H. A. McInnes
/s/ John C. Morley Director June 22, 1994
------------------------------
J. C. Morley
/s/ W. F. Raab Director June 22, 1994
------------------------------
W. F. Raab
/s/ P. G. Schloemer Director June 22, 1994
------------------------------
P. G. Schloemer
Page 12 of 29
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
4.A AMP Incorporated Stock Option Plan for Outside Directors 14 of 29
4.B Description of the Company's Common Stock as set
forth in Article IV of the Company's Articles of
Incorporation as restated, signed and sealed by the Secretary
of the Company on July 28, 1993 (incorporated herein as
Exhibit 4.B by reference to Exhibit 3.(i) of the Company's
Annual Report on Form 10-K for the year ended December
31, 1993).
4.C Shareholder Rights Plan adopted by the Company's Board of
Directors on October 25, 1989 (incorporated herein as Exhibit
4.C by reference to Exhibit 4 of the Company's Quarterly
Report for the quarter ended September 30, 1989).
4.D Amendment Rights Agreement between the Company and
Chemical Bank, as Rights Agent for the Shareholder Rights
Plan, dated September 4, 1992 (incorporated herein as
Exhibit 4.D by reference to Exhibit 4-b of the Company's
Annual Report on Form 10-K for the calendar year ended
December 31, 1992).
5 Opinion and Consent of Counsel as to the legality of 25 of 29
the securities being registered.
23.A Consent of Independent Public Accountants. 28 of 29
23.B Consent of Counsel (included in Exhibit 5).
Page 13 of 29
<PAGE>
EXHIBIT 4.A
AMP INCORPORATED STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
Page 14 of 29
<PAGE>
AMP INCORPORATED
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
January 26, 1994
Page 15 of 29
<PAGE>
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
1. PURPOSE. The purposes of the AMP Incorporated Stock Option Plan for
Outside Directors (the "Plan") are to encourage the Outside Directors
of AMP Incorporated (the "Company") to acquire a proprietary interest
in the Common Stock of the Company, thereby further aligning their
interests with the interests of the shareholders, and to strengthen
the ability of the Company to attract and retain exceptionally
qualified directors upon whom the sustained progress, growth and
profitability of the Company will in large part depend.
2. DEFINITIONS. As used in the Plan, the following terms shall have the
meanings specified:
(a) "Agreement" shall mean an agreement in writing between the
Company and an Outside Director that evidences Options granted
under the Plan.
(b) "Award Date" shall mean July 1, 1994, and each July 1
thereafter on which Options are granted under the Plan. In
addition, the date after July 1, 1994, as of which an Outside
Director is first elected to the Board shall be an Award Date
with respect to such Outside Director.
(c) "Board" shall mean the board of directors of the Company.
(d) "Change in Control" shall mean those events and conditions
which may occasion a change in control in the Company as
defined in Section 7.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(f) "Committee" shall mean a committee of the Board designated by
the Board to administer the Plan and composed of two or more
directors, each of whom is a current or former employee of the
Company and therefore ineligible to participate in the Plan.
(g) "Common Stock" shall mean the common stock of the Company, no
par value.
Page 16 of 29
<PAGE>
(h) "Company" shall mean AMP Incorporated, a corporation organized
under the laws of the Commonwealth of Pennsylvania.
(i) "Competing Business" shall mean, as applied to a particular
period of time, a business that at such time is engaged in the
manufacture, sale or other disposition of a product or products
which is in competition with a product or products of the
Company or its subsidiaries, partnerships, or joint ventures.
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(k) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other
securities), the fair market value of such property determined
by such methods or procedures as set forth in Sections 6(a) or
6(e) or otherwise established from time to time by the Committee.
(l) "Option" shall be a right granted pursuant to Section 6 of the
Plan to purchase a specified number of Shares at a given
exercise price within a specified period of time.
(m) "Outside Director" shall mean an individual serving on the
Board who is not a current or former employee of the Company.
(n) "Participant" shall mean an Outside Director who has been
granted an Option under the Plan.
(o) "Plan" shall mean this Stock Option Plan for Outside Directors.
(p) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Exchange Act, or
any successor rule or regulation thereto.
(q) "Securities Act" shall mean the Securities Act of 1933, as
amended.
(r) "Share" or "Shares" shall mean a share or shares of Common
Stock.
Page 17 of 29
<PAGE>
3. ADMINISTRATION. The Plan shall be administered by the Committee in
accordance with its provisions.
The Committee shall have full and final authority in its discretion
to: (i) interpret the provisions of the Plan and to decide all
questions of fact arising in its application, and its interpretation
and decisions shall be in all respects final, conclusive and binding;
(ii) impose such conditions on the grant of Options as it deems
appropriate; and (iii) make all other determinations, rules and
regulations necessary or advisable for the administration of the
Plan. No member of the Committee shall be personally liable for any
action or determination in respect to the administration of the Plan
if made in good faith.
4. SHARES SUBJECT TO PLAN. The shares of stock subject to Options shall
be the Shares. Subject to the below-noted provisions, the maximum
number of Shares that may be awarded under the Plan during its term
shall be 150,000 Shares, adjusted, if appropriate, in accordance with
Section 14 hereof. Such Shares may, in whole or part, be authorized
and unissued Shares or issued Shares reacquired by the Company. In
addition to this number of Shares that may be awarded under the Plan
during its term, to the extent permitted by Rule 16b-3 and any
interpretations of the Securities and Exchange Commission Staff
thereunder: (i) if the total available Shares in any year are not
awarded, the remaining balance of Shares shall be available for use in
ensuing years; and (ii) similarly, if Options which have been made
under the Plan for any reason expire, terminate or are forfeited with
all or any portion thereof remaining unexercised or unpaid, then the
Shares corresponding to such unexercised Options will again be
available for award under the Plan.
5. PARTICIPANTS. Persons eligible to receive Options under the Plan
shall be limited to Outside Directors who serve in such capacity on
or after July 1, 1994. Service as a director emeritus of the Company
shall not be considered service as an Outside Director for purposes of
the Plan. The Committee's interpretations and decisions with respect
to participation shall be final and binding.
6. OPTIONS. Options awarded under the Plan shall be evidenced by
Agreements in such form and containing such terms and conditions as
the Committee shall approve from time to time, consistent with this
Page 18 of 29
<PAGE>
Plan. Agreements shall contain in substance, but not be limited to,
the following terms and conditions:
(a) Option Price. The Option exercise price for each Share shall
be equal to 100% of the Fair Market Value of a Share on the
Award Date, as determined by the closing sale price reported
on the New York Stock Exchange Composite Tape.
(b) Number of Shares. Each Agreement shall provide for a recurring
award to the Participant of 1,000 Options to be made on each
Award Date for so long as the Participant continues to serve as
an Outside Director, limited however to a maximum of ten such
1,000 Option awards.
(c) Exercise of Option. Each Agreement shall state that the period
of time within which an Option may be exercised by the
Participant shall commence twelve months after the Award Date
of the Option and terminate ten years after the Award Date of
the Option. Each Agreement shall state the minimum number of
Options which can be exercised in the event a Participant
chooses to exercise fewer than the total number of Options
which are exercisable, and the procedures and methods which
must be followed in order to exercise an Option. During the
life of a Participant, Options shall be exercisable only by
such person or, if disabled, by such person's guardian or
legal representative. After the death of a Participant,
Options that are held at the date of death of such Participant
shall be vested as of the date of death and thereafter may be
exercised, subject to the terms of the Plan, by the
Participant's personal representative or by any person
empowered to do so by will or by the laws of descent and
distribution.
(d) Non-Registration. In the event the Shares to be issued
hereunder have not been registered under the Securities Act or
a registration is not then currently effective with respect to
such Shares, the Committee shall require, as a condition to
the exercise of any Option awarded under the Plan, that the
Participant deliver to the Company at the time of such exercise
a bona fide written representation and agreement, in a form
satisfactory to the Committee, signed by the Participant or
other person then entitled to exercise such Option, stating
that the Shares are being acquired for his or her own account,
for investment and without any present intention of
distribution or reselling said Shares, or any of them, except
as may be permitted under the Securities Act and then
applicable rules and regulations thereunder, and that the
Page 19 of 29
<PAGE>
Participant or other person then entitled to exercise such
Option will indemnify the Company against and hold it free and
harmless from any loss, damages, expense or liability
resulting to the Company if any sale or distribution of the
Shares by such person is contrary to the representation and
agreement referred to above. The Committee may take whatever
additional actions it reasonably deems appropriate to ensure
the observance and performance of such representation and
agreement and to effect compliance with the Securities Act
and any other Federal or state securities laws or regulations,
including but not limited to Rule 144 promulgated under the
Securities Act. Without limiting the generality of the
foregoing, the Committee may require an opinion of counsel
acceptable to it to the effect that any subsequent transfer
of Shares acquired on an Option exercise does not violate
the Securities Act, and may issue stop-transfer orders
covering such Shares. Share certificates evidencing Shares
issued on exercise of such Option shall bear an appropriate
legend referring to the provisions of this subsection (d) and
the agreements herein.
(e) Payment for Shares. Shares purchased pursuant to an Option
exercise shall be paid for in full at the time of exercise,
either in the form of cash, Common Stock (whether by
previously owned Shares or by having the Company withhold a
portion of the Shares to be received) valued at Fair Market
Value on the date of payment as determined by the closing
sales price of the New York Stock Exchange Composite Tape, or
in a combination thereof.
(f) Rights upon Termination of Board Service. In the event that
a Participant ceases to be an Outside Director (i) on account
of the Participant's death, (ii) upon retirement from the Board
at the end of the calendar year in which the Participant
attains age 72 with at least five years of Board service,
(iii) upon retirement from the Board after the Participant
attains age 65 with at least ten years of Board service, or
(iv) upon retirement from the Board due to disability (as
defined below) with at least five years of Board service,
Options then held by the Outside Director shall be vested as
of the date of death or retirement and continue to be
exercisable in accordance with the terms stipulated in the
Agreement. In the event that a Participant ceases to be an
Outside Director of the Company under any other conditions, all
vested and unvested Options then held by the Outside Director
will terminate immediately. In the event an Option is
continued beyond a termination of Board service, in no event
Page 20 of 29
<PAGE>
will it be continued beyond the end of its relevant exercise
period. For purposes hereof, "disability" shall mean a
medically-determinable disability of a permanent nature that
renders the Participant incapable of meeting the requirements
of service to the Board.
Notwithstanding the foregoing, any continuation of the term of
an Option beyond the date of termination of Board service shall
be contingent on such conditions as the Committee, in it sole
discretion, may determine, including but not limited to the
requirement that the Participant shall not, whether full time
or part time, as an employee, independent contractor,
consultant, advisor or otherwise, engage in or perform any
services prior to the exercise and payment of such Option for
a business which is a Competing Business, or otherwise act in
a manner that is inimical or contrary to the best interests of
the Company, its subsidiaries, partnerships, or joint ventures.
In the event that any of such conditions shall not be
fulfilled, the continuation of the term of the Option and the
obligations of the Company under this Section 6 shall forthwith
terminate and the Participant's rights hereunder shall be
canceled.
7. CHANGE IN CONTROL. For the purposes of this Section, "Change in
Control" shall mean the first to occur of any one of four events
described below:
(a) The acquisition of beneficial ownership (other than from the
Company) by any person, entity or "group" within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act
excluding, for this purpose, the Company or its subsidiaries,
or any employee benefit plan of the Company or its subsidiaries
that acquires beneficial ownership of voting securities of the
Company (within the meaning of Rule 13d-3 promulgated under the
Exchange Act), of 30% or more of either the then outstanding
Shares of Common Stock or the combined voting power of the
Company's then outstanding voting securities entitled to vote
generally in the election of directors; or
(b) A change in the persons constituting the Board as it existed in
the immediately preceding calendar year (the "Incumbent Board")
such that the directors of the Incumbent Board no longer
constitute a majority of the Board; provided that any person
becoming a director in a subsequent year whose election, or
nomination for election, by the Company's shareholders was
approved by a vote of at least a majority of the directors
Page 21 of 29
<PAGE>
then comprising the Incumbent Board (other than an election
or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election
contest relating to the election of the directors of the
Company, as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) shall be, for purposes
of the Plan, considered as though such person were a member of
the Incumbent Board; or
(c) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case with
respect to which persons who were the shareholders of the
Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than
50% of the combined voting power entitled to vote generally in
the election of the reorganized, merged or consolidated
corporation's then outstanding voting securities; or
(d) A liquidation or dissolution of the Company or the sale of all
or substantially all of the assets of the Company.
Notwithstanding the provisions of Section 6 hereof and the terms of
each Agreement, upon the occurrence of a Change of Control as defined
above, all Options that are unexercised and unexpired shall become
immediately and automatically vested for the period of their remaining
terms without any further action by the Committee.
8. GENERAL RESTRICTIONS. The Plan and each Option granted under the
Plan shall be subject to the condition that if at any time the
Committee shall determine that the Plan, an Option granted under the
Plan or the issuance or purchase of Shares in connection therewith
requires or it is desirable that it has (i) the listing, registration
or qualification of the Shares subject or related to the Plan upon
any securities exchange or under any state or Federal law or under
the rules and regulations of the Securities and Exchange Commission
or any other governmental regulatory body, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by
the recipient of an Option with respect to the disposition of Shares,
then such Plan will not be effective and the Option may not be
exercised in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected
or obtained free of any conditions not acceptable to the Committee.
9. RIGHTS OF A SHAREHOLDER. The recipient of any Option under the Plan
shall not be, nor have any of the rights of, a shareholder with
respect thereto unless and until certificates for Shares are issued
to such Participant.
10. RIGHTS TO TERMINATE BOARD SERVICE. Nothing in the Plan or in any
Agreement entered into pursuant to the Plan shall confer upon any
Participant the right to continue as an Outside Director of the
Company or affect any right which either the shareholders or the
Board of the Company may have to terminate the service of such
Participant.
11. MANAGEMENT, ACCOUNTING AND FINANCIAL DECISIONS. Nothing in this Plan
shall affect the authority of the management of the Company to make
management, business, accounting and financial decisions concerning
the Company.
12. NON-ASSIGNABILITY. Prior to its settlement in the form of Shares, no
Option awarded under this Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, and any
attempt to anticipate, alienate, sell, assign, pledge, encumber or
charge the same whether voluntary, involuntary or by operation of
law, shall be void except by will or by the laws of descent and
distribution. No right or benefit under the Plan shall in any manner
be liable for or subject to the debts, contracts, liabilities, or
torts of the person entitled to such benefit. If any Participant
under the Plan should become bankrupt or attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge any right or
benefit under the Plan, then such right or benefit shall, in the
sole discretion of the Committee, cease and determine, and in such
event, the Company may hold or apply the same or any part thereof
for the benefit of the Participant, Participant's spouse, children
or other dependents, or any of them, in such manner and in such
proportion as the Committee may determine.
The Committee may impose such restrictions on the transferability of
the Shares as it deems appropriate. Any such restrictions shall be
set forth in the respective Agreement and may be referred to in
legends contained on the certificates evidencing such Shares.
13. NON-UNIFORM DETERMINATIONS. The Committee's determinations under the
Plan need not be uniform and may be made by it selectively among
Page 22 of 29
<PAGE>
persons who receive, or are eligible to receive, Options under the
Plan, whether or not such persons are similarly situated.
14. ADJUSTMENTS. In the event of any change in the outstanding Shares of
the Company by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination,
exchange of shares or the like, the Committee shall adjust the maximum
number of Shares which may be issued under the Plan and shall provide
for an equitable adjustment of any outstanding and unexercised Option
or any Shares issuable pursuant to an outstanding and unexercised
Option under this Plan, to the end that after such event the
Participant's proportionate interest shall be maintained as before the
occurrence of such event.
15. AMENDMENT. The Board may amend, suspend or terminate the Plan at any
time or from time to time, except that (i) no amendment shall be
effective without shareholder approval if shareholder approval of such
amendment, suspension or termination would be required in order to
ensure that the Plan, as amended, would continue to meet the
requirements of Rule 16b-3, and (ii) the terms of the Plan may not be
amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act, as
amended, or the rules thereunder. Except as may be provided in any
Agreement, the termination or any modification or amendment of the
Plan shall not, without the consent of the Participant, affect a
Participant's rights under an Option previously granted.
16. EFFECT ON OTHER PLANS. Nothing in this Plan shall be construed to
limit the right of the Company to establish any other forms of
incentives or compensation for directors of the Company, or to grant
or assume options otherwise than under this Plan in connection with
any proper corporate purpose.
17. DURATION OF THE PLAN. The Plan shall remain in effect until all
Options awarded under the Plan either have been satisfied by the
issuance of Shares, or have expired or been forfeited by their terms,
but no Options shall be awarded more than ten years after the date the
Plan is adopted by the Board or the date the Plan receives shareholder
approval, whichever is earlier.
18. FUNDING OF THE PLAN. This Plan shall be unfunded. The Company shall
not be required to establish any special or separate fund or to make
any other segregation of assets to assure the payment of any Options
awarded under this Plan and payment of Options awarded shall be
subordinate to the claims of the Company's general creditors.
19. SEVERABILITY. If any provision of the Plan or any Agreement is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or as to any person or particular Option award, or
would disqualify the Plan or any Option award under any law deemed
applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Option
award, such provision shall be stricken as to such jurisdiction,
person, or Option award, and the remainder of the Plan and any such
Option award shall remain in full force and effect.
Page 23 of 29
<PAGE>
20. CONSTRUCTION. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used
in the feminine gender in all cases where they would so apply, and
wherever any words are used herein in the singular form they shall be
construed as though they were also used in the plural form in all
cases where they would so apply.
21. HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.
22. GOVERNING LAW. The validity, construction and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the Commonwealth of Pennsylvania and
applicable Federal law.
23. EFFECTIVE DATE. Subject to the provisions of Section 24, this Plan
shall be effective on July 1, 1994.
24. APPROVAL OF SHAREHOLDERS. Notwithstanding anything herein to the
contrary, this Plan shall only be effective if it is approved by
holders of a majority of the outstanding Shares present, or
represented, and entitled to vote at an Annual Meeting of
Shareholders to be held in 1994.
Executed on behalf of the Company this ____day of ___________, 1994.
AMP Incorporated
Attest:______________________ By:_______________________________
Its:______________________________
Page 24 of 29
<PAGE>
EXHIBIT 5
OPINION AND CONSENT OF COUNSEL
Page 25 of 29
<PAGE>
PO Box 3608 David F. Henschel
Harrisburg, PA 17105-3608 Corporate Secretary and
Phone: 717-564-0100 Associate General
TWX 510-657-4110 Legal Counsel
Mail Stop 176-48
Phone: 717-780-4205
Fax: 717-780-4022
- -----------------------------------------------------------------------
AMP Incorporated
June 24, 1994
AMP Incorporated
470 Friendship Road
Harrisburg, PA 17111
re: Opinion of Counsel as to Legality of 150,000 Shares of Common Stock of
AMP Incorporated to be Registered under the Securities Act of 1933
To the Executive Officers of AMP Incorporated:
This opinion is furnished in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, with
the Securities and Exchange Commission of 150,000 shares of Common Stock, no
par value (the "AMP Common Stock") of AMP Incorporated, a Pennsylvania
corporation (the "Company"), which may be offered to outside directors of the
Company pursuant to the AMP Incorporated Stock Option Plan for Outside
Directors (the "Plan"). The Plan provides for the automatic grant of 1000
options in AMP Common Stock to each outside director (that is, a director who
is not a current or former employee of the Company) in each year that said
participant serves as an active director during the 10-year period ending
October 27, 2003. All shares of AMP Common Stock to be distributed under the
Plan will be either issued shares reacquired on the open market by and held in
the treasury of the Company, or authorized and unissued shares of AMP Common
Stock.
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.
In this connection, I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of i) the Plan; ii) the
Articles of Incorporation of the Company as restated; iii) the Bylaws of the
Company as amended and restated to date;
Page 26 of 29
<PAGE>
iv) resolutions adopted by the Board of Directors of the Company on January 26,
1994; v) the Proxy Statement and report of the Judge of Election relating to
the adoption of the Plan by the Company's shareholders at the Annual Meeting
of Shareholders held on April 27, 1994; vi) the form of Registration Statement
proposed to be filed with the Securities and Exchange Commission; vii) the
prospectus covering the AMP Common Stock that is part of the Registration
Statement; and viii) such other documents as I have deemed necessary or
appropriate as a basis for the opinion set forth below. In my examination, I
have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of all documents submitted to me as
originals, the conformity to the original documents and records of all
documents and records submitted to me as certified, photostatic or facsimile
or other electronically transmitted copies and the authenticity of documents
and records of which they are copies, the accuracy and completeness of all
corporate records made available to me, the identity and capacity of all
individuals acting or purporting to act as public officials, and the accuracy
of the factual matters contained in the documents and records I have examined.
As to any facts material to this opinion that I did not independently establish
or verify, I have relied upon statements and representations of officers and
other representatives of the Company and others. No facts have come to my
attention that would cause me to believe any statements or facts assumed or
relied upon by me are untrue or incorrect.
I am qualified to act as counsel in the Commonwealth of Pennsylvania and
express no opinion as to the laws of any other jurisdiction other than the laws
of the Commonwealth of Pennsylvania and, to the extent applicable hereto, the
laws of the United States of America.
Based on and subject to the foregoing, I hereby advise you that it is my
opinion that all necessary corporate proceedings by the Company have been duly
taken to authorize the issuance of AMP Common Stock upon the exercise of stock
options granted under the Plan, and assuming that all such awards granted
pursuant to the Plan will be granted in accordance with the Plan, upon issuance
and delivery of such AMP Common Stock and payment therefor in accordance with
the provisions of the Plan, and as contemplated by the Registration Statement,
the AMP Common Stock will have been legally issued, fully paid and
nonassessable.
This opinion is limited to the matters expressly stated herein as of the date
hereof and no opinion or other statement may be inferred or implied beyond
matters expressly stated herein. The undersigned hereby consents to the filing
of this opinion with the Securities and Exchange Commission as Exhibits 5 and
23.B to the Registration Statement with respect to the AMP Common Stock under
the Securities Act of 1933, as amended. In giving this consent, I do not
admit that I am acting within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended or the rules and
regulations of the Securities and Exchange Commission. No other person, plan
or entity is entitled to rely on this letter or any portion thereof without
my express prior written consent.
Respectfully yours,
/s/ D. F. Henschel
David F. Henschel
Corporate Secretary and
Associate General Legal
Counsel
Page 27 of 29
<PAGE>
EXHIBIT 23.A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Page 28 of 29
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To AMP Incorporated:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 18,
1994 included or incorporated by reference in AMP Incorporated's Annual
Report on Form 10-K for the year ended December 31, 1993.
/s/ Arthur Andersen & Co.
-----------------------------
Philadelphia, PA
June 24, 1994
Page 29 of 29
