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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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AMP INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
PENNSYLVANIA 23-033-2575
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation of Organization)
470 FRIENDSHIP ROAD
HARRISBURG, PENNSYLVANIA 17111
(Address of Principal Executive Offices) (Zip Code)
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M/A-COM, INC. 1980 STOCK OPTION
AND PERFORMANCE INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
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DAVID F. HENSCHEL
AMP INCORPORATED
470 FRIENDSHIP ROAD
HARRISBURG, PENNSYLVANIA 17111
(Name and Address of Agent for Service)
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(717) 564-0100
(Telephone Number, Including Area Code, of Agent for Service)
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Copies to:
David W. Schoenberg, Esq. David T. Brewster, Esq.
Altheimer & Gray Skadden, Arps, Slate, Meagher & Flom
10 South Wacker Drive One Beacon Street
Chicago, Illinois 60606 Boston, Massachusetts 02108
(312) 715-4000 (617) 573-4800
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Aggregate Offering Registration Fee (1)
Price Per Share(1) Price(1)
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<S> <C> <C> <C> <C>
AMP Incorporated 29,757 Shares $44.69 $1,329,840.33 $458.57
Common Stock, no par value
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(1) Estimated solely for purpose of calculating amount of registration fee
based upon the average high and low prices reported for such shares on the
New York Stock Exchange, Inc. on June 23, 1995 pursuant to Rules 457(c) and
457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by AMP Incorporated ("Company") with the
Securities and Exchange Commission ("Commission"), are incorporated herein by
reference:
(1) The Company's most recent Annual Report on Form 10-K filed pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended
("Exchange Act"), which contains audited consolidated financial
statements of the Company for the fiscal year ended December 31, 1994;
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1994;
(3) The description of the Company's common stock which is contained in
the Company's Registration Statement on Form 8-B (File No. 1-4235),
filed April 10, 1989, and any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Section 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 indicating that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's common stock is registered under Section 12 of the Exchange
Act.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Pennsylvania Business Corporation Law of 1988, as amended
("PBCL") and subject to a corporation's by-laws, a corporation may indemnify any
person acting as a representative of the corporation against liabilities and
expenses incurred in such capacity (except in the case of an action by or in the
right of the corporation) provided certain standards are met, including good
faith and the belief that the particular action or failure to take action is in,
or not opposed to, the best interests of the corporation and, with respect to a
criminal proceeding, that such person had no reasonable cause to believe that
his or her conduct was unlawful. In the case of actions against any person by
or in the right of the corporation, indemnification is available only for
expenses incurred; however, such indemnification
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is not available if the person otherwise entitled to indemnification shall have
been adjudged to be liable to the corporation, unless a court determines that
despite the adjudication of liability but in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity for expenses
that the court deems proper. A corporation is required to indemnify
representatives of the corporation against expenses they may incur defending
actions against them in such capacities if they are successful on the merits or
otherwise in defense of such actions. In all other cases, if a representative
of the corporation acted, or failed to act, in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation, indemnification is discretionary, except as may be otherwise
provided by a corporation's by-laws, vote of shareholders or of disinterested
directors. Indemnification so otherwise provided may not, however, be made if
the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
The PBCL permits expenses (including attorney's fees) incurred in defending any
such action to be paid by the corporation in advance of the final disposition of
the action upon receipt of an undertaking by the person seeking indemnification
to repay the amount if it is ultimately determined that he or she is not
entitled to be indemnified by the corporation. In addition, the statutory
provisions for indemnification and advancement of expenses are not exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled independently of the applicable statutory provisions,
and corporations may, among other things, procure insurance for indemnified
persons.
The Company By-laws provide for mandatory indemnification of directors and
officers and advancement of indemnified expenses to the extent permitted by the
PBCL. The Company By-laws also empower the Board to authorize the Company to
enter into indemnification agreements with, among others, its directors and
officers and to give other indemnification to the extent not prohibited by
applicable law. The Company By-laws also expressly empower the Board to
authorize the Company to purchase and maintain insurance or similar protection
on behalf of any person who, among others, is or was a director or officer of
the Company against any liability asserted against such person arising out of
such person's status as such, whether or not the Company would have the power to
indemnify such person against liability under applicable law. The Company has
entered into agreements with certain of its directors and officers providing for
indemnification against certain types of liabilities (including certain
liabilities under the Securities Act of 1933, as amended ("Securities Act")),
that may be incurred by such directors and officers in the performance of their
duties. The Company has also procured insurance protecting the Company under
its obligations to indemnify its directors and officers and affording protection
to such directors and officers in certain areas to which the corporate indemnity
does not extend, all within specified limits and subject to specified
deductions.
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ITEM 8. EXHIBITS
Exhibit
Number Description
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4.(a) Shareholder Rights Plan adopted by the Board on October 25, 1989
(incorporated by reference to Exhibit 4 of the Company's
Quarterly Report on Form 10-Q for the three month period ended
September 30, 1989).
4.(b) 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 year ended December
31, 1992).
5. Opinion of the General Legal Counsel of the Company, regarding
the legality of the shares of common stock.
15. Not applicable.
23.(a) Consent of Arthur Andersen LLP.
23.(b) The consent of the General Legal Counsel of the Company is
included in his opinion filed as Exhibit 5.
24. The power of attorney is contained on pages II-5 and II-6 of this
Registration Statement.
28. Not applicable.
29. Not applicable.
ITEM 9. UNDERTAKINGS
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities offered herein, a post-effective amendment to this
Registration Statement and to 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 set forth 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.
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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.
The undersigned Company hereby undertakes 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) 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.
The undersigned Company hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Harrisburg, Commonwealth of Pennsylvania on
June 28, 1995.
AMP INCORPORATED
By: /s/ WILLIAM J. HUDSON
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William J. Hudson
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints James E. Marley and David F. Henschel,
and each of them, as his or her true and lawful attorneys-in-fact and agents,
each with the power of substitution for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and documents in connection therewith with the
Securities and Exchange Commission and hereby ratifying and confirming all that
each of said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.
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.
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Name Title Date
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<S> <C> <C>
/s/ JAMES E. MARLEY
- -------------------- Chairman of the Board June 28, 1995
James E. Marley and a Director
/s/ WILLIAM J. HUDSON
- -------------------- Chief Executive Officer and June 28, 1995
William J. Hudson President and a Director
(Principal Executive Officer)
/s/ ROBERT RIPP Vice President and Chief June 28, 1995
- -------------------- Financial Officer
Robert Ripp (Principal Financial Officer)
/s/ DAVID C. CORNELIUS
- -------------------- Controller June 28, 1995
David C. Cornelius
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<S> <C> <C>
/s/ DEXTER F. BAKER
- --------------------- Director June 28, 1995
Dexter F. Baker
/s/ RALPH D. DENUNZIO
- --------------------- Director June 28, 1995
Ralph D. DeNunzio
/s/ BARBARA H. FRANKLIN Director June 28, 1995
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Barbara H. Franklin
/s/ JOSEPH M. HIXON
- --------------------- Director June 28, 1995
Joseph M. Hixon
/s/ HAROLD A. MCINNES
- --------------------- Director June 28, 1995
Harold A. McInnes
/s/ JOHN C. MORLEY
- --------------------- Director June 28, 1995
John C. Morley
/s/ WALTER F. RAAB Director June 28, 1995
- ---------------------
Walter F. Raab
/s/ PAUL G. SCHLOEMER Director June 28, 1995
- ---------------------
Paul G. Schloemer
Director June __, 1995
- ---------------------
Takeo Shiina
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INDEX TO EXHIBITS
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Exhibit
Number Description Page
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<S> <C> <C>
4.(a) Shareholder Rights Plan adopted by the Board on October 25, 1989
(incorporated by reference to Exhibit 4 of the Company's Quarterly Report on
Form 10-Q for the three month period ended September 30, 1989).
4.(b) 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 year ended December 31, 1992).
5. Opinion of the General Legal Counsel of the Company, regarding the legality
of the shares of common stock............................................... 1
15. Not applicable.
23.(a) Consent of Arthur Andersen LLP.............................................. 2
23.(b) The consent of the General Legal Counsel of the Company is included in that
firm's opinion filed as Exhibit 5.
24. The power of attorney is contained on pages II-5 and II-6 of this
Registration Statement.
28. Not applicable.
29. Not applicable.
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Exhibit 5
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June 26, 1995
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
Re: Registration Statement on Form S-8
("Registration Statement")
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Gentlemen:
I am of the opinion that the 29,757 shares of common stock covered by the
Registration Statement (Form S-8) to be issued and sold by AMP pursuant to the
M/A-COM, Inc. 1980 Stock Option and Performance Incentive Stock Option Plan,
when issued and sold by AMP in accordance with said plan, will be legally
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (Form S-8).
Very truly yours,
/s/ CHARLES W. GOONREY
Charles W. Goonrey
Vice President, General Legal
Counsel of AMP Incorporated
1
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Exhibit 23(a)
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CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our reports dated
February 17, 1995 included or incorporated by reference in AMP Incorporated's
Form 10-K for the year ended December 31, 1994.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
June 29, 1995
2
