As filed with the Securities and Exchange Commission on November 14, 1996
Registration No. 33-_______
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
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 23-0332575
(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 1997 STOCK AWARD PLAN FOR THE
GLOBAL AMP MARKETING AND SALES FORCE
(Full title of the plan)
David F. Henschel
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
(Name and address of agent for service)
(717) 592-4205
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Title of | Amount to be | Proposed Maximum | Proposed Maximum| Amount of
Securities | Registered | Offering Price | Aggregate |Registration
to be | | Per Share *1 | Offering Price | Fee
Registered | | | *1 |
- -------------|---------------|------------------|-----------------|------------
Common Stock,| 1,000,000 | $33.875 | $33,875,000 | $10,265.15
without par | shares | | |
value | | | |
- -------------|---------------|------------------|-----------------|------------
*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 November 11, 1996, in accordance with Rule 457(c) and (h)
and solely for purposes of calculating the registration fee.
Includes an Exhibit Index
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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 employee of the registrant
and its subsidiaries who is eligible to participate in the AMP Incorporated 1997
Stock Award Plan for the Global AMP Marketing and Sales Force (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, 1995;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;
3. Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;
4. Quarterly Report on Form 10-Q for the quarter ended September 30, 1996;
5. 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 the Company's Registration Statement on Form 8-B (File No. 1-4235) filed
on April 10, 1989, and any amendment or report filed for the purpose of
updating such description;
6. The description of the rights under the Rights Agreement between the
Company and Chemical Bank, dated as of October 25, 1989 (the "Rights
Agreement"), set forth in the Company's Registration Statement on Form 8-A
(File No. 1-4235) filed on November 7, 1989, and any amendment or report
filed for the purpose of updating any such description; and
7. 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 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.
Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superceded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated herein by reference
modifies or supercedes such statement. Any such statement so modified or
superceded shall not be deemed, except as modified or superceded, to constitute
a part of this Registration Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
An opinion on the legality of the shares of Common Stock being offered
hereby will be given for the Company by David F. Henschel, Corporate Secretary
and Associate General Legal Counsel and an officer of the Company. Mr. Henschel
beneficially owns shares of Common Stock and holds options to purchase
additional shares of Common Stock.
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 or she 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 or her conduct was
unlawful, provided that under no circumstances would indemnification be proper
in the case of willful misconduct or recklessness.
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
or she is not entitled to be indemnified, and a corporation may purchase
insurance on behalf of any Representative against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of
his or her status as such, regardless of whether or not the corporation could
indemnify him or her against such liability. The indemnification and advancement
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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.
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
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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 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
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
5
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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. Article IV further 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 cost to the Company to maintain such insurance for the benefit of its
directors and officers is approximately $500,000 per year. The coverage does not
extend to: i) violations of Section 16(b) of the Exchange Act; ii) deliberately
fraudulent acts or omissions or willful violations of any statute; iii) claims
arising from pollution or contamination events unless involved in a shareholder
lawsuit or derivative action under circumstances where the Company does not have
the financial ability to provide indemnification or is otherwise not permitted
or required to do so; 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, mental or emotional
distress, sickness, disease, death or property damage or by reason of the
Employee Retirement Income Security Act, 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 Shareholder Rights Plan between the Company and Manufacturers Hanover Trust
Company, as Rights Agent, adopted by the Company's Board of Directors on
October 25, 1989 (incorporated by reference to Exhibit 4.A of the Company's
Annual Report on Form 10-K for the year ended December 31, 1994)
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 calendar year ended December 31, 1992)
4.C Instruments defining the rights of holders of long-term debt, including
indentures. Upon request of the Securities and Exchange Commission, the
Company hereby undertakes to furnish copies of the instruments with respect
to its long-term debt, none of which have been registered or authorize
securities in a total amount that exceeds 10 percent of the total assets of
the Company and its subsidiaries on a consolidated basis.
5 Opinion and Consent of David F. Henschel, Associate General Legal Counsel
of the Company, as to the legality of the securities being registered
6
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23.A Consent of Independent Public Accountants
23.B Consent of David F. Henschel (included in his opinion filed as Exhibit 5)
24 Power of Attorney is included on page 9 of this Registration Statement
99 AMP Incorporated 1997 Stock Award Plan for the Global AMP Marketing and
Sales Force
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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 with or furnished to the
Commission by the Company 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) of the
Exchange Act) that is incorporated by reference in this Registration
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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, 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.
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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 the City of Harrisburg, Commonwealth of Pennsylvania, on the 23rd
day of October, 1996.
AMP Incorporated
By: /s/ J. E. Marley
-----------------------------
J. E. Marley
Chairman
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 any and all pre-effective and post-effective amendments 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 1997 Stock Award Plan for the Global AMP Marketing and Sales Force,
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 foregoing, 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, and a October 23, 1996
- ------------------------------ Director
J. E. Marley
/s/ W. J. Hudson Chief Executive Officer October 23, 1996
- ------------------------------ and President, and a
W. J. Hudson, Jr. Director (Principal
Executive Officer)
/s/ R. Ripp Vice President and October 23, 1996
- ------------------------------ Chief Financial Officer
R. Ripp (Principal Financial
Officer)
/s/ W. S. Urkiel Controller October 23, 1996
------------------------------
W. S. Urkiel
9
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Director October __, 1996
- -------------------------------
D. F. Baker
/s/ Ralph D. DeNunzio Director October 23, 1996
- -------------------------------
Ralph D. DeNunzio
/s/ Barbara H. Franklin Director October 23, 1996
- -------------------------------
B. H. Franklin
/s/ J. M. Hixon III Director October 23, 1996
- -------------------------------
J. M. Hixon III
/s/ J. Magliochetti Director October 23, 1996
- -------------------------------
J. M. Magliochetti
/s/ H. A. McInnes Director October 23, 1996
- -------------------------------
H. A. McInnes
/s/ J. J. Meyer Director October 23, 1996
- -------------------------------
J. J. Meyer
/s/ John C. Morley Director October 23, 1996
- -------------------------------
John C. Morley
/s/ W. F. Raab Director October 23, 1996
- -------------------------------
W. F. Raab
Director October __, 1996
- -------------------------------
P. G. Schloemer
/s/ T. Shiina Director October 23, 1996
- -------------------------------
T. Shiina
10
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EXHIBIT INDEX
Exhibit
Number Description
4.A Shareholder Rights Plan between the Company and Manufacturers Hanover Trust
Company, as Rights Agent, adopted by the Company's Board of Directors on
October 25, 1989 (incorporated by reference to Exhibit 4.A of the Company's
Annual Report on Form 10-K for the year ended December 31, 1994)
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 calendar year ended December 31, 1992)
4.C Instruments defining the rights of holders of long-term debt, including
indentures. Upon request of the Securities and Exchange Commission, the
Company hereby undertakes to furnish copies of the instruments with respect
to its long-term debt, none of which have been registered or authorize
securities in a total amount that exceeds 10 percent of the total assets of
the Company and its subsidiaries on a consolidated basis.
5 Opinion and Consent of David F. Henschel, Associate General Legal Counsel
of the Company, as to the legality of the securities being registered
23.A Consent of Independent Public Accountants
23.B Consent of David F. Henschel (included in his opinion filed as Exhibit 5)
24 Power of Attorney is included on page 9 of this Registration Statement
99 AMP Incorporated 1997 Stock Award Plan for the Global AMP Marketing and
Sales Force
11
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AMP Incorporated David F. Henschel
PO Box 3608 Corporate Secretary and
Harrisburg, PA 17105-3608 Associate General Legal Counsel
Phone 717-564-0100 Mail Stop 176-48
TWX 510-657-4110 Phone: 717-592-4205
Fax: 717-592-4022
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AMP Incorporated
November 12, 1996
AMP Incorporated
470 Friendship Road
Harrisburg, PA 17111
re: Opinion of Counsel as to Legality of 1,000,000 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 1,000,000 shares of Common Stock,
no par value (the "AMP Common Stock") of AMP Incorporated, a Pennsylvania
corporation (the "Company"), which may be offered to certain sales and marketing
personnel of the Company pursuant to the AMP Incorporated 1997 Stock Award Plan
for the Global AMP Marketing and Sales Force (the "Plan"). The Plan provides for
the award of AMP Common Stock having a value of up to 5 percent (but not to
exceed $6,000) of the amount by which sales by certain designated sales and
marketing personnel of the Company and its subsidiaries exceed sales in the
applicable territory during the prior equivalent time period. The Plan will be
in effect through January 1, 2007, and AMP Common Stock awarded thereunder will
be subject to restrictions on resale and possible forfeiture for a one-year
period following delivery of the shares to the recipients under the terms of the
Plan. 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; iv) the form of Registration
Statement proposed to be filed with the Securities and Exchange Commission; v)
the prospectus covering the AMP Common Stock that is part of the Registration
Statement; and vi) 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. I
have further assumed, without investigation, that each party to such documents
and records other than the Company: i) has the power and capacity to enter into
and perform all of its obligations under such documents and records; ii) has
duly authorized all requisite action with respect to such documents and records;
and iii) has duly executed and delivered such documents and records.
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 award of stock
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, it will have been legally issued, fully paid and
nonassessable.
This opinion is limited to the matters expressly stated in the first
paragraph hereof and to events occurring as of the date hereof, and no opinion
or other statement may 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
EXHIBIT 23.A
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 16,
1996 included or incorporated by reference in AMP Incorporated's Annual Report
on Form 10-K for the year ended December 31, 1995.
/s/ Arthur Andersen LLP
Philadelphia, PA
November 13, 1996
EXHIBIT 99
AMP INCORPORATED
1997 STOCK AWARD PLAN FOR THE
GLOBAL AMP MARKETING AND SALES FORCE
1. Purpose.
-------
The purpose of this 1997 Stock Award Plan for the Global AMP Marketing and
Sales Force (the "Plan") is to promote the success of AMP Incorporated and its
subsidiaries (the "Company") by providing selected employees of the Company with
incentives to demonstrate outstanding sales and marketing performance on behalf
of the Company. The Plan is further intended to assist the Company in attracting
and retaining sales and marketing employees of outstanding experience and
ability. The Plan seeks to promote the Company's long-term success by achieving
the Company's strategic revenue goals while at the same time encouraging the
participants in the Plan to acquire a proprietary interest in the Common Stock
of the Company.
2. Term.
-----
The Plan shall be effective January 1, 1997. The Plan shall not have an
expiration date except as otherwise determined by the Company, in its sole
discretion, but it is anticipated that the Plan will cover performance through
the end of fiscal year 1997 and, at the Company's election, for subsequent
incentive programs covering various annual or semi-annual periods thereafter as
designated from time to time by the Company. In no event will any shares of
Company stock be issued under the Plan after January 1, 2007. The Company shall
not be under any obligation at any time to offer participation to any person, to
make any award, or to continue the Plan in its present form. Any change in the
Plan shall be prospective only, and any awards payable under the Plan at the
time of any change shall continue to be an obligation of the Company, subject to
the terms of the Plan; provided, however, that the Company may interpret and
apply the Plan in its discretion as set forth in Paragraph 3.
3. Administration.
---------------
Each incentive program established under the Plan shall be administered by
a committee consisting of at least one program manager appointed by the Company
(the "Committee"). The Committee shall have full, exclusive and final authority
in its discretion to interpret the Plan and to decide all questions of fact
arising in the operation and administration of the Plan, in keeping with the
objectives of the Plan, and the Committee's interpretations and decisions shall
in all respects be final, conclusive and binding. The Committee shall also have
the full, exclusive and final authority to select participants in the Plan, and
to establish terms and conditions of their participation, subject to the terms
of the Plan. The Committee shall have full, exclusive and final authority to
promulgate such rules and regulations as it may consider advisable for the
administration of the Plan. No member of the Committee shall be personally
liable for any action taken or any determination made in respect of the Plan to
the extent that such action or determination was taken or made in good faith.
4. Eligibility.
------------
Only such employees of the Company who have been designated for
participation by the Committee shall be eligible to participate in the Plan.
Inclusion in the Plan shall not dictate the particular terms of any award under
the Plan except as set forth in the Plan itself or in an incentive program
adopted pursuant to the terms of the Plan, nor shall it convey any right to any
future award except as the Committee shall determine, in its sole discretion.
Subject to modification by the Committee, the employees who are eligible to
participate are those who are employed by business units of the Company based
anywhere in the world and who are directly responsible for sales and marketing,
including employees in the following categories and any equivalent categories
hereafter established by the Company:
* Senior sales engineers and representatives; * Sales engineers and
representatives; * Product specialists and product managers; * Senior
account executives and account executives;
* Senior regional product managers and regional product managers; * Senior
district sales managers and district sales managers; * Senior district
business managers and district business managers; * Telephone sales
managers and representatives.
Eligibility for each incentive program under the Plan is dependent upon the
employee's having been assigned a sales territory or sales responsibility as of
the first day of the respective incentive program, and does not extend to third
party sales representatives and other independent contractors.
5. Awards Payable Under the Plan.
------------------------------
A. Each participant hereunder shall have a right to receive, subject to the
terms and conditions of the Plan, an award payable in shares of Common
Stock of the Company based upon the performance of the participant during
specific Performance Periods (as defined below) covered by the incentive
programs. Performance shall be measured on the basis of increased sales of
products as identified or determined by the Committee (the "Products") and
subject to such exceptions or modifications as the Committee may determine.
Each award shall be based on performance for a particular annual or
six-month term under the applicable incentive program (the "Performance
Period"), the first of which shall begin on January 1, 1997 and end on the
date that corresponds to the annual or six-month term designated by the
Committee. Any further Performance Periods, and the terms of any awards for
those periods, shall be set by the Committee in its sole discretion and
consistent with the provisions of this Plan.
B. Whether an award will be made to a participant, and the amount of any
award, will be based on the increase in sales of Products by (or attributed
to) the participant. The amount to be paid to the participant shall be a
percentage of the participant's Increase in Applicable Billings (as defined
below), as determined under the following schedule, but in no event shall
the award exceed a maximum payment of $4,000 per 6-month Performance Period
and $6,000 per year:
Award Percentage
(up to a maximum of
Increase in $4,000 per 6-month
Applicable Billings Performance Period and
$6,000 per year)
0 - 10.0% 0.5%
10.1 - 20% 1.0%
20.1 - 30% 1.5%
30.1 - 40% 3.0%
40.1 and above 5.0%
The amount of any award will be determined (subject to the $4,000 per
6-month limit and the $6,000 annual limit) by multiplying the amount of
Increase in Applicable Billings that falls within each 10% "Increase in
Applicable Billings" tier of the table given above by the percentage
assigned to that tier, and not by multiplying the total amount of Increase
in Applicable Billings by the highest percentage that applies to any
portion of the increase.
For purposes of this Paragraph, "Increase in Applicable Billings" means the
amount, if any, by which the net billings attributed to a participant for
the Performance Period exceeds the net billings attributed to that
participant for the immediately preceding period of equal duration, or such
other prior period as the Committee shall designate in advance.
C. In the case of any participant who was not described in one or more of
the categories set forth in Paragraph 4 for the entire period of equal duration
immediately preceding the Performance Period, the amount payable will be
determined on the basis of new sales by that participant under the following
schedule:
New Sales Incremental
(in thousands) Award $ Value Award Total
$25 - 50 $125 $125
$51 - 100 $250 $375
$101 - 250 $625 $1,000
$251 - 500 $1,625 $2,625
$501+ $3,375 maximum of $4,000
per 6-month
Performance Period
and $6,000 per year
D. In the case of any participant who is not in one or more of the
categories set forth in Paragraph 4 for the entire Performance Period other than
by reason of a termination of employment as covered in Paragraph 6, the
participant shall be entitled to a ratable portion of the payment to which the
participant would have been entitled had the participant been in one or more of
such categories for the entire Performance Period. The amount of such payment
shall be determined by the Committee following the close of the Performance
Period to which the award relates on the basis of 1) the Increase in Applicable
Billings during the entire Performance Period, and 2) the portion of the
Performance Period during which the participant was an employee, except as
otherwise provided by the Company under the terms of the incentive program.
6. Termination of Employment During Performance Period.
----------------------------------------------------
A. Each participant shall be entitled to payment for an award only if the
participant is an employee of the Company on the last day of the
Performance Period to which the award relates, except as further set forth
herein or by the terms of the incentive program.
B. If the participant's employment is terminated by the Company other than for
Cause (as defined herein) prior to completion of the Performance Period to
which an award relates, the participant shall be entitled to a ratable
portion of the payment to which the participant would have been entitled
had the participant been an employee on the last day of the Performance
Period. The amount of such payment shall be determined by the Committee
following the close of the Performance Period to which the award relates on
the basis of 1) the Increase in Applicable Billings during the entire
Performance Period, and 2) the portion of the Performance Period during
which the participant was an employee, except as otherwise provided by the
Company under the terms of the incentive program. For purposes of this
Plan, "Cause" shall mean the participant's commission of any act that the
Committee determines to be materially damaging to the reputation of the
Company, monetarily or otherwise, or the participant's failure to perform
his or her employment obligations.
C. If any participant's employment is terminated by the Company for Cause, or
by the participant (except by reason of retirement, death or disability),
prior to the completion of the Performance Period to which an award to that
participant relates, the participant shall not be entitled to any payment
with respect to such award except as provided by the Committee under the
terms of the incentive program, and the participant's rights with respect
to the award otherwise shall be forfeited.
D. If a participant's employment terminates by reason of the participant's
retirement, death or disability (as determined by the Committee) prior to
the completion of the Performance Period to which an award to that
participant relates, the Company shall make a payment to or on behalf of
the participant based upon the performance by the participant as if the
Performance Period to which the award relates ended on the date of
retirement, death or disability, as determined by the Committee.
7. Payment.
--------
Except as otherwise provided by any agreement between the Committee and a
participant, the Company shall pay the participant an award for each Performance
Period, in the amount determined under Paragraph 5, in shares of Common Stock of
the Company having a value equal to the award. This payment shall be made within
3 months following the close of the Performance Period to which the award
relates. For purposes of determining the number of shares to be distributed to
the participant, the value of the Company's shares of Common Stock shall be the
closing price of such shares for the day as of which payment is calculated, as
reported by the New York Stock Exchange Composite Tape. Except as otherwise
provided by the Committee, no participant may elect to defer payment of any
award. Each award of Common Stock shall be paid in increments of 10 shares of
Common Stock. The recipient shall elect either to pay to the Company a
sufficient amount of money to round the stock award up to the next highest
increment of 10, or to receive in cash the dollar equivalent of the number of
shares in the award that are in excess of an increment of 10. In the discretion
of the Committee, each stock award may be increased by a cash amount to defray a
portion of the Federal, state and foreign income taxes required to be withheld
from both the participant's award and said cash amount. If the Committee decides
to grant such a cash amount, it will be determined by applying a percentage, as
designated by the Committee with respect to each incentive program, to the value
of the stock award.
8. Non-Transferability.
--------------------
Prior to its settlement in the form of Common Stock, no right or benefit
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 or by such other means as the Committee may approve from time to
time. 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 anticipant, 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, in its
sole discretion.
In addition to the restrictions described in Paragraph 9 below, the
Committee may impose such restrictions on the transferability and resale of the
shares of Common Stock issued pursuant to an award as it deems appropriate. Any
such restrictions shall be set forth in the terms and conditions of the
incentive program and may be referred to in legends contained on the
certificates evidencing such shares.
9. Restrictions on Securities.
---------------------------
A. All shares of Company stock issued under the Plan shall be subject to such
limitations and restrictions as are imposed by any securities law, or by
the Company for the purpose of complying with any such law.
B. Each recipient of one or more stock awards under this Plan shall be
restricted from transferring the Common Stock received in any such award
for a period of one (1) year after each such award is received by the
participant. For purposes of this provision, "transferring" means any act
or failure to act that results in any change of ownership of the Common
Stock, including without limitation sale, assignment, exchange, gift or
grant; it does not, however, include a mere temporary change of possession
such as a loan, pledge or hypothecation, which under the terms of the Plan
may, with the prior written approval of the Committee, occur with respect
to the Common Stock awarded under the Plan.
C. All shares of Common Stock issued under the Plan shall be forfeited and
promptly returned to the Company, whether or not upon the Company's demand,
without further consideration if, within one (1) year following a
participant's receipt of a stock award under this Plan, either i) the
recipient voluntarily terminates employment with the Company or such
employment is terminated by the Company for cause, or ii) the recipient
engages in or performs, whether full time or part time, any services as an
employee, independent contractor, consultant, advisor or otherwise for a
competing business.
For purposes of this Paragraph 9, a transfer of employment from AMP
Incorporated to a subsidiary of AMP Incorporated or vice versa, a transfer
of employment from one subsidiary of AMP Incorporated to another such
subsidiary, the death or disability of the recipient, and, if the Company
so determines in its sole discretion, the continuation of services for the
Company as an independent contractor, consultant or otherwise, shall not be
treated as a termination of employment.
For purposes of this Paragraph 9, "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 that are in competition with a product or products of the Company.
Because of the possible forfeiture of the Common Stock during the 1-year
period following its award under the Plan, stock certificates evidencing
such stock awards shall be retained by the Company for safekeeping until
the 1-year period expires, the shares of Common Stock are forfeited as
provided for under the terms of the Plan, or the recipient requests
temporary possession of the certificate for purposes of collateral for a
loan, pledge or hypothecation, subject to such further conditions as the
Company may impose.
D. In view of the foregoing restrictions, the stock certificate(s) evidencing
the Common Stock awarded under the Plan shall bear the following legend:
"The shares of Common Stock represented by this certificate are, under
the terms of a 1997 Stock Award Plan for the Global AMP Marketing and
Sales Force, restricted from being transferred for a period of one (1)
year after the issuance of these shares to the owner and subject to
forfeiture in the event that, during said 1-year period, the owner
either terminates employment with AMP Incorporated voluntarily or for
cause or engages in or performs any full-time or part-time services as
an employee, independent contractor, consultant, advisor or otherwise
for a business that is engaged in the manufacture, sale or other
disposition of a product or products that are in competition with a
product or products of AMP Incorporated. Provided the applicable
securities laws are complied with, these shares may be loaned, pledged
or hypothecated during the restricted period. A copy of the
restriction can be obtained by the holder of this certificate upon
request addressed to the General Legal Counsel of AMP Incorporated,
Harrisburg, PA."
At the end of the restricted period, the Company agrees to promptly issue,
in exchange for the legended certificate(s) for the Common Stock, unlegended
certificate(s) upon written request by the holder of the certificate(s).
10. Additional Agreements.
----------------------
In the discretion of the Committee, incentive programs may be evidenced by
written agreements that set forth the terms and conditions of awards and that
supplement the terms of this Plan.
11. Amendment and Termination.
--------------------------
The Plan may be amended by the Company in such manner as may be necessary
to better achieve the purposes of the Plan. The Company reserves to itself the
authority to terminate the Plan, in its sole discretion, at any time
irrespective of whether any awards remain outstanding; provided, however, that
no amendment or termination of the Plan shall adversely affect the rights
granted under a previously announced incentive program without the consent of
the applicable participant.
If the Company is involved in an acquisition, merger or consolidation, or
effects a spin-off, the Company or its successor shall have the authority to
make appropriate adjustments to outstanding and future awards. It is the
intention of the Company that awards under the Plan will not be reduced or
offset by awards that the Company may make or assume under other plans for the
benefit of employees of other entities involved in any such transaction.
12. Tax Withholding.
----------------
The Company shall have the right to deduct from the settlement of an award
a sufficient amount of money to cover withholding of any Federal, state, local
or foreign taxes required by law to be withheld or to take such other action as
may be necessary to satisfy any such withholding obligation. Withholding
requirements may be satisfied as provided in Paragraph 7 above if so determined
in the discretion of the Committee, or otherwise by cash payments by the
recipient, by the withholding of a portion of the award to be made, or by the
withholding from any other payment to be made by the Company to the recipient.
13. Other Arrangements.
-------------------
Unless otherwise expressly provided by the Committee in connection with an
award or as a matter of law, the payment of an award shall not be deemed to be a
part of the recipient's regular, recurring compensation for purposes of
calculating payments or benefits under any benefit plan, severance program or
severance pay law. In addition, the Company may adopt such other compensation
programs, plans and arrangements as it deems appropriate.
14. Unfunded Plan.
--------------
The Plan shall be unfunded for tax purposes, and any amount due under the
Plan shall represent an unfunded promise by the Company. The Company shall not
be required to establish or set aside any special or separate fund or to
segregate any of its assets to assure the payment with respect to any award. The
grant of an award shall confer on the recipient no rights greater than the
rights of an unsecured general creditor of the Company.
15. Rights of a Shareholder.
------------------------
The recipient of any award under the Plan shall not be, nor have any of the
rights of, a shareholder with respect thereto unless and until certificates for
shares of Common Stock are issued to such participant. After certificates for
shares of Common Stock are issued in connection with awards under this Plan, the
recipient shall have all rights of a shareholder with respect thereto subject,
however, to the restrictions set forth in Paragraph 9 above.
16. Rights to Terminate Employment.
-------------------------------
Nothing in the Plan or in any written agreement entered into pursuant to
the Plan shall confer upon any participant the right to continue in the
employment of the Company or affect any right that the Company may have to
terminate the employment of such participant for any reason whatsoever, with or
without good cause.
17. 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.
18. Non-Uniform Determinations.
---------------------------
The Committee's determinations under the Plan or under any incentive
program pursuant to the Plan (including without limitation determinations of the
persons to participate in incentive programs under the Plan and the terms and
provisions of the incentive programs and of written agreements, if any,
evidencing same) need not be uniform and may be made by the Committee
selectively among persons who participate in incentive programs or are eligible
to receive awards under the Plan, whether or not such persons are similarly
situated.
19. Governing Law.
--------------
The validity, construction and effect of the Plan, and any actions taken
with respect to the Plan, shall be determined in accordance with the laws of
Commonwealth of Pennsylvania and applicable Federal law.
