As filed with the Securities and Exchange Commission on May 7, 1998
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 EMPLOYEE SHARE PURCHASE PLAN
(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,| 3,000,000 | $39.9375 | $119,812,500 | $35,345
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 May 5, 1998, in accordance with Rule 457(c) and (h)
and solely for purposes of calculating the registration fee.
In addition, this Registration Statement also covers an indeterminate
amount of additional securities that may be issued under the above-referenced
Plan pursuant to the anti-dilution provisions of such Plan and, pursuant to Rule
416(c) under the Securities Act, as amended, this Registration Statement also
covers an indeterminate amount of interests to be offered or sold to employees
of the registrant or its subsidiaries participating in Japan under the employee
benefit plan described herein.
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
Employee Share Purchase Plan (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 or hereafter to be 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 as of their respective
dates:
1. Annual Report on Form 10-K filed on March 30, 1998 for the year ended
December 31, 1997;
2. 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;
3. 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
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 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 respective
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, both directly and as a participant in
various employee benefit plans, and holds options to purchase additional shares
of Common Stock. He also currently is eligible to participate in the Plan.
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 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
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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; v) claims regarding insured persons having gained, in fact, any
personal profit, remuneration or advantage to which such person was not legally
entitled; vi) fines and penalties imposed by law or the multiple portion of any
multiplied damage award; and vii) 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 Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.(i).B of the Report on Form 8-K filed on January 31,
1995)
4.B Bylaws of the Company as amended and restated January 28, 1998
(incorporated by reference to Exhibit 3.(ii) of the Report on Form 10-K for
the year ended December 31, 1997)
4.C 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.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 year ended December 31, 1997)
4.E 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 Employee Share Purchase Plan
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 of 1933;
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 end 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 of 1934 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 of
1933, each filing of the Company's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act of 1934) 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 of 1933
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 of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 22nd
day of April, 1998.
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 Employee Share Purchase Plan, 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 April 22, 1998
- ------------------------------ Director
J. E. Marley
/s/ W. J. Hudson, Jr. Chief Executive Officer April 22, 1998
- ------------------------------ and President, and a
W. J. Hudson, Jr. Director (Principal
Executive Officer)
/s/ W. S. Urkiel Vice President and April 22, 1998
- ------------------------------ Chief Financial Officer
W. S. Urkiel (Principal Financial
Officer)
/s/ Mark E. Lang Controller April 22, 1998
------------------------------
M. E. Lang
9
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/s/ Ralph D. DeNunzio Director April 22, 1998
- -------------------------------
Ralph D. DeNunzio
/s/ B. H. Franklin Director April 22, 1998
- -------------------------------
B. H. Franklin
/s/ Joseph M. Hixon Director April 22, 1998
- -------------------------------
J. M. Hixon III
/s/ J. M. Magliochetti Director April 22, 1998
- -------------------------------
J. M. Magliochetti
/s/ H. A. McInnes Director April 22, 1998
- -------------------------------
H. A. McInnes
/s/ J. J. Meyer Director April 22, 1998
- -------------------------------
J. J. Meyer
/s/ John C. Morley Director April 22, 1998
- -------------------------------
John C. Morley
/s/ P. G. Schloemer Director April 22, 1998
- -------------------------------
P. G. Schloemer
Director April 22, 1998
- -------------------------------
T. Shiina
10
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EXHIBIT INDEX
Exhibit
Number Description
4.A Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.(i).B of the Report on Form 8-K filed on January 31,
1995)
4.B Bylaws of the Company as amended and restated January 28, 1998
(incorporated by reference to Exhibit 3.(ii) of the Report on Form 10-K for
the year ended December 31, 1997)
4.C 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.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 year ended December 31, 1997)
4.E 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 Employee Share Purchase Plan
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
- -------------------------------------------------------------------------------
AMP Incorporated
May 6, 1998
AMP Incorporated
470 Friendship Road
Harrisburg, PA 17111
re: Opinion of Counsel as to Legality of 3,000,000 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 3,000,000 shares of Common Stock,
no par value (the "AMP Common Stock") of AMP Incorporated, a Pennsylvania
corporation (the "Company"), and certain plan interests that may be offered to
eligible employees of the Company pursuant to the AMP Incorporated Employee
Share Purchase Plan (the "Plan"). The Plan provides eligible employees of the
Company throughout the world with an opportunity to purchase Common Stock of the
Company through payroll deductions and at a discount from market price. The Plan
is intended to qualify under Section 423 of the Internal Revenue Code of 1986,
as amended. 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: 1) 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; and 2) the interests covered by the Registration Statement will
be valid and binding interests in the Plan.
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 13,
1998 included or incorporated by reference in AMP Incorporated's Form 10-K for
the year ended December 31, 1997 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
May 6, 1998
EXHIBIT 99
AMP INCORPORATED
EMPLOYEE SHARE PURCHASE PLAN
TABLE OF CONTENTS
Page
I. Purpose 1
2. Definitions 1
3. Eligibility 2
4. Participation 3
5. Offering 4
6. Purchase of Stock 6
7. Payment and Delivery 6
8. Recapitalization 6
9. Merger, Liquidation, Other Corporation Transactions 7
10. Transferability 7
11. Amendment or Termination of the Plan 8
12. Administration 8
13. Committee Rules for Foreign Jurisdictions 9
14. Securities Laws Requirements 9
15. Government Regulations 9
16. No Enlargement of Employee Rights 9
17. Governing Law 9
18. Effective Date 10
AMP INCORPORATED
EMPLOYEE SHARE PURCHASE PLAN
1. PURPOSE.
The purpose of this Plan is to provide an opportunity for Employees of AMP
Incorporated (the "Corporation") and its Designated Subsidiaries, to purchase
Common Stock of the Corporation and thereby to have an additional incentive to
contribute to the prosperity of the Corporation. It is the intention of the
Corporation that the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended, although the
Corporation makes no undertaking nor representation to maintain such
qualification. In addition, this Plan authorizes the grant of options and
issuance of Common Stock which do not qualify under section 423 of the Code
pursuant to sub-plans adopted by the Committee designed to achieve desired tax
or other objectives in particular locations outside the United States.
2. DEFINITIONS.
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Code" shall mean the Internal Revenue Code of 1986, of the USA as
amended.
(c) "Committee" shall mean the committee appointed by the Board in
accordance with Section 12 of the Plan.
(d) "Common Stock" shall mean the Common Stock of the Corporation, or any
stock into which such Common Stock may be converted.
(e) "Compensation" shall mean an Employee's base cash compensation
including non-variable cash payments paid on account of personal
services rendered by the Employee to the Corporation or a Designated
Subsidiary plus pre-tax contributions of the Employee which are part
of deferred compensation or benefit plans maintained by the
Corporation or a Designated Subsidiary, with any modifications
determined by the Committee. The Committee shall have the authority to
determine and approve all forms of pay (such as commissions) to be
included in the definition of Compensation and may change the
definition on a prospective basis.
(f) "Corporation" shall mean AMP Incorporated, a Pennsylvania corporation.
(g) "Designated Subsidiary" shall mean a Subsidiary which has been
designated by the Committee as eligible to participate in the Plan
with respect to its Employees.
(h) "Employee" shall mean an individual classified as an employee (within
the meaning of Code Section 3401(c) and the regulations thereunder) by
the Corporation or a Designated Subsidiary on the Corporation's
payroll records during the relevant participation period.
(i) "Entry Date" shall mean the first business day of each Purchase
Period.
(j) "Fair Market Value" shall mean the value of one (1) share of Common
Stock on the relevant date, determined as follows:
(1) If the shares are traded on an exchange, the reported "closing
price" on the trading day which precedes the relevant day (e.g.,
the Entry Date or Purchase Date);
(2) If the shares are traded over-the-counter on the NASDAQ System or
on the NASDAQ National Market System, the mean between the
highest bid and the highest asked prices on said System on the
trading day which precedes the relevant day (e.g., the Entry Date
or Purchase Date); and
(3) If neither (1) nor (2) applies, the fair market value as
determined by the Committee in good faith. Such determination
shall be conclusive and binding on all persons.
(k) "Participant" shall mean a participant in the Plan as described in
Section 4 of the Plan.
(l) "Plan" shall mean this employee share purchase plan.
(m) "Purchase Date" shall mean the last business day of each Purchase
Period.
(n) "Purchase Period" shall mean a three-month, six-month or other period
as determined by the Committee. The first Purchase Period shall
commence on the Plan's Effective Date. Subsequent Purchase Periods, if
any, shall run consecutively after the termination of the preceding
Purchase Period.
(o) "Shareholder" shall mean a record holder of shares entitled to vote
shares of Common Stock under the Corporation's by-laws.
(p) "Subsidiary" shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation,
as described in Code Section 424(f).
3. ELIGIBILITY.
Any Employee regularly employed on a full-time or part-time basis by the
Corporation or by any Designated Subsidiary on an Entry Date shall be eligible
to participate in the Plan with respect to the Purchase Period commencing on
such Entry Date, provided that the Committee may establish administrative rules
requiring that employment commence some minimum period (e.g., one pay period)
prior to an Entry Date to be eligible to participate with respect to the
Purchase Period beginning on that Entry Date and provided further that (1) the
Committee may exclude part-time employees from participation pursuant to
criteria and procedures established by the Committee and (2) the Committee may
impose an eligibility period on participation of up to two years with respect to
participation on any prospective Entry Date. The Board may also determine that a
designated group of highly compensated Employees are ineligible to participate
in the Plan so long as the excluded category fits within the definition of
"highly compensated employee" in Code section 414(g). An Employee shall be
considered employed on a full-time basis unless his or her customary employment
is less than 20 hours per week or five months per year. No Employee may
participate in the Plan if immediately after an option is granted the Employee
owns or is considered to own (within the meaning of Code Section 424(d)), shares
of stock, including stock which the Employee may purchase by conversion of
convertible securities or under outstanding options granted by the Corporation,
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Corporation or of any of its Subsidiaries. All
Employees who participate in the Plan shall have the same rights and privileges
under the Plan except for differences which may be mandated by local law and
which are consistent with Code Section 423(b)(5); provided, however, that
Employees participating in a sub-plan adopted pursuant to Section 13 which is
not designed to qualify under Code section 423 need not have the same rights and
privileges as Employees participating in the Code section 423 Plan. The Board
may impose restrictions on eligibility and participation of Employees who are
officers and directors to facilitate compliance with federal or state securities
laws or foreign laws.
4. PARTICIPATION.
4.1 An Employee who is eligible to participate in the Plan in accordance
with Section 3 may become a Participant by filing, on a date prescribed by the
Committee prior to an applicable Entry Date, a completed payroll deduction
authorization and Plan enrollment form provided by the Corporation or by
following an electronic or other enrollment process as prescribed by the
Committee. An eligible Employee may authorize payroll deductions at the rate of
any whole percentage of the Employee's Compensation, not to exceed fifteen
percent (15%) of the Employee's Compensation, or such greater percentage as
specified by the Committee as applied to a Purchase Period. All payroll
deductions may be held by the Corporation and commingled with its other
corporate funds. No interest shall be paid or credited to the Participant with
respect to such payroll deductions except where required by local law as
determined by the Committee. A separate bookkeeping account for each Participant
shall be maintained by the Corporation under the Plan and the amount of each
Participant's payroll deductions shall be credited to such account. A
Participant may not make any additional payments into such account.
4.2 Under procedures established by the Committee, a Participant may
discontinue participation in the Plan at any time during a Purchase Period by
completing and filing a new payroll deduction authorization and Plan enrollment
form with the Corporation or by following electronic or other procedures
prescribed by the Committee. A Participant may increase or decrease his or her
rate of payroll deductions only effective on an Entry Date by filing a new
payroll deduction authorization and Plan enrollment form or by following
electronic or other procedures prescribed by the Committee. If a Participant has
not followed such procedures to discontinue or change the rate of payroll
deductions, the rate of payroll deductions shall continue at the originally
elected rate throughout the Purchase Period and future Purchase Periods unless
the Committee determines to change the maximum permissible rate.
If a Participant discontinues participation during a Purchase Period, his
or her accumulated payroll deductions will remain in the Plan for purchase of
shares as specified in Section 6 on the following Purchase Date, but the
Participant will not again participate until he or she re-enrolls in the Plan.
Alternatively, a participant may request a cash distribution for monies
accumulated but not yet distributed by processing such request through their
Human Resource organization. The Committee may establish rules limiting the
frequency with which Participants may discontinue and resume payroll deductions
under the Plan and may impose a waiting period on Participants wishing to resume
payroll deductions following discontinuance. The Committee may also change the
rules regarding discontinuance of participation or changes in participation in
the Plan. In the event any Participant terminates employment with the
Corporation or any Subsidiary for any reason (including death) prior to the
expiration of a Purchase Period, the Participant's participation in the Plan
shall terminate and all amounts credited to the Participant's account shall be
paid to the Participant or the Participant's estate without interest (except
where required by local law). Whether a termination of employment has occurred
shall be determined by the Committee. The Committee may also establish rules
regarding when leaves of absence or change of employment status (e.g., from
full-time to part-time) will be considered to be a termination of employment,
and the Committee may establish termination of employment procedures for this
Plan which are independent of similar rules established under other benefit
plans of the Corporation and its Subsidiaries.
In the event of a Participant's death, any accumulated payroll deductions
will be paid, without interest, to the estate or legal representative of the
Participant.
5. OFFERING.
5.1 The maximum number of shares of Common Stock which may be issued
pursuant to the Plan shall be 3,000,000 shares.
5.2 Each Purchase Period shall be determined by the Committee. Unless
otherwise determined by the Committee, the Plan will operate with successive
quarterly Purchase Periods commencing at the beginning of each calendar quarter.
The Committee shall have the power to change the duration of future Purchase
Periods, without shareholder approval, and without regard to the expectations of
any Participants.
5.3 With respect to each Purchase Period, each eligible Employee who has
elected to participate as provided in Section 4.1 shall be granted an option to
purchase that number of shares of Common Stock which may be purchased with the
payroll deductions accumulated on behalf of such Employee (assuming payroll
deductions at a rate of 25% of base salary or such lesser percentage of
Compensation as determined by the Committee) during each Purchase Period at the
purchase price specified in Section 5.4 below, subject to the following
additional limitations:
(a) The number of shares which may be purchased by any eligible Employee
on the first Purchase Date to occur in any calendar year may not
exceed the number of shares determined by dividing $25,000 by the Fair
Market Value of a share of Common Stock on the first day of the
Purchase Period in which such Purchase Date occurs.
(b) The number of shares which may be purchased by an Eligible Employee on
any subsequent Purchase Date which occurs in the same calendar year
(as referred to in subsection (a) above) shall not exceed the number
of shares determined by performing the calculation below:
Step One: The number of shares purchased by the Employee during any
Purchase Period whose Purchase Date occurred in the same calendar year
shall be multiplied by the Fair Market Value of a share of Common
Stock on the first day of such previous Purchase Period in which such
shares were purchased.
Step Two: The amount determined in Step One shall be subtracted from
$25,000.
Step Three: The amount determined in Step Two shall be divided by the Fair
Market Value of a share of Common Stock on the first day of the
Purchase Period in which the subsequent Purchase Date (for which the
maximum number of shares which may be purchased is being determined by
this calculation) occurs. The quotient thus obtained shall be the
maximum number of shares which may be purchased by any eligible
Employee on such subsequent Purchase Date.
5.4 The option price under each option shall be the lower of: (i) a
percentage (not less than eighty-five percent (85%)) established by the
Committee ("Designated Percentage") of the Fair Market Value of the Common Stock
on the Entry Date on which an option is granted, or (ii) the Designated
Percentage of the Fair Market Value on the Purchase Date on which the Common
Stock is purchased. The Committee may change the Designated Percentage with
respect to any future Purchase Period, but not below eighty-five percent (85%),
and the Committee may determine with respect to any prospective Purchase Period
that the option price shall be the Designated Percentage of the Fair Market
Value of the Common Stock on the Purchase Date.
5.5 Notwithstanding any other provision of the Plan to the contrary, no
Employee participating in the section 423 Plan shall be granted an option to
purchase Common Stock under the Plan at a rate which exceeds $25,000 of the Fair
Market Value of such Common Stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding at any time.
The foregoing sentence shall be interpreted so as to comply with Code section
423(b)(8).
6. PURCHASE OF STOCK.
Upon the expiration of each Purchase Period, a Participant's option shall
be exercised automatically for the purchase of that number of full and
fractional shares of Common Stock which the accumulated payroll deductions
credited to the Participant's account at that time shall purchase at the
applicable price specified in Section 5.4.
7. PAYMENT AND DELIVERY.
Upon the exercise of an option on each Purchase Date, the Corporation shall
deliver to the Participant a record of the Common Stock purchased and the
balance of any amount of payroll deductions credited to the Participant's
account not used for the purchase, except as specified below. The Committee may
permit or require that shares be deposited directly with a broker designated by
the Committee (or a broker selected by the Committee) or to a designated agent
of the Company, and the Committee may utilize electronic or automated methods of
share transfer. The Committee may require that shares be retained with such
broker or agent for a designated period of time (and may restrict dispositions
during that period) and/or may establish other procedures to permit tracking of
disqualifying dispositions of such shares or to restrict transfer of such
shares. The Committee may require that shares purchased under the Plan shall
automatically participate in a dividend reinvestment plan or program maintained
by the Corporation. The Corporation shall retain the amount of payroll
deductions used to purchase Common Stock as full payment for the Common Stock
and the Common Stock shall then be fully paid and non-assessable. No
Participant shall have any voting, dividend, or other shareholder rights with
respect to shares subject to any option granted under the Plan until the shares
subject to the option have been purchased and delivered to the Participant as
provided in Section 7.
8. RECAPITALIZATION.
If after the grant of an option, but prior to the purchase of Common Stock
under the option, there is any increase or decrease in the number of outstanding
shares of Common Stock because of a stock split, stock dividend, combination or
recapitalization of shares subject to options, the number of shares to be
purchased pursuant to an option, the share limit of Section 5.3 and the maximum
number of shares specified in Section 5.1 shall be proportionately increased or
decreased, the terms relating to the purchase price with respect to the option
shall be appropriately adjusted by the Board, and the Board shall take any
further actions which, in the exercise of its discretion, may be necessary or
appropriate under the circumstances.
The Board, if it so determines in the exercise of its sole discretion, also
may adjust the number of shares specified in Section 5.1, as well as the price
per share of Common Stock covered by each outstanding option and the maximum
number of shares subject to any individual option, in the event the Corporation
effects one or more reorganizations, recapitalizations, spin-offs, split-ups,
rights offerings or reductions of shares of its outstanding Common Stock.
The Board's determinations under this Section 8 shall be conclusive and
binding on all parties.
9. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.
In the event of the proposed liquidation or dissolution of the Corporation,
the Purchase Period will terminate immediately prior to the consummation of such
proposed transaction, unless otherwise provided by the Board in its sole
discretion, and all outstanding options shall automatically terminate and the
amounts of all payroll deductions will be refunded without interest to the
Participants.
In the event of a proposed sale of all or substantially all of the assets
of the Corporation, or the merger or consolidation of the Corporation with or
into another corporation, then in the sole discretion of the Board, (1) each
option shall be assumed or an equivalent option shall be substituted by the
successor corporation or parent or subsidiary of such successor corporation, (2)
a date established by the Board on or before the date of consummation of such
merger, consolidation or sale shall be treated as an Exercise Date, and all
outstanding options shall be deemed exercisable on such date or (3) all
outstanding options shall terminate and the accumulated payroll deductions shall
be returned to the Participants, without interest.
10. TRANSFERABILITY.
Options granted to Participants may not be voluntarily or involuntarily
assigned, transferred, pledged, or otherwise disposed of in any way, and any
attempted assignment, transfer, pledge, or other disposition shall be null and
void and without effect. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interest under the Plan, other
than as permitted by the Code, such act shall be treated as an election by the
Participant to discontinue participation in the Plan pursuant to Section 4.2.
11. AMENDMENT OR TERMINATION OF THE PLAN.
11.1 The Plan shall continue until, June 30, 2008 unless previously
terminated in accordance with Section 11.2.
11.2 The Board may, in its sole discretion, insofar as permitted by law,
terminate or suspend the Plan, or revise or amend it in any respect whatsoever,
except that, without approval of the shareholders, no such revision or amendment
shall:
(a) materially increase the number of shares subject to the Plan, other
than an adjustment under Section 8 of the Plan;
(b) materially modify the requirements as to eligibility for participation
in the Plan, except as otherwise specified in this Plan;
(c) materially increase the benefits accruing to Participants;
(d) reduce the purchase price specified in Section 5.4, except as
specified in Section 8;
(e) extend the term of the Plan beyond the date specified in Section 11.1;
or
(f) amend this Section 11.2 to defeat its purpose.
12. ADMINISTRATION.
The Board shall appoint a Committee consisting of at least two members who
will serve for such period of time as the Board may specify and who may be
removed by the Board at any time. The Committee will have the authority and
responsibility for the day-to-day administration of the Plan, the authority and
responsibility specifically provided in this Plan and any additional duties,
responsibility and authority delegated to the Committee by the Board, which may
include any of the functions assigned to the Board in this Plan. The Committee
may delegate to one or more individuals the day-to-day administration of the
Plan. The Committee shall have full power and authority to promulgate any rules
and regulations which it deems necessary for the proper administration of the
Plan, to interpret the provisions and supervise the administration of the Plan,
to make factual determinations relevant to Plan entitlements, to adopt sub-plans
applicable to specified Subsidiaries or locations and to take all action in
connection with administration of the Plan as it deems necessary or advisable,
consistent with the delegation from the Board. Decisions of the Board and the
Committee shall be final and binding upon all participants. Any decision reduced
to writing and signed by a majority of the members of the Committee shall be
fully effective as if it had been made at a meeting of the Committee duly held.
The Corporation shall pay all expenses incurred in the administration of the
Plan. No Board or Committee member shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted
thereunder.
13. COMMITTEE RULES FOR FOREIGN JURISDICTIONS.
The Committee may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the
Committee is specifically authorized to adopt rules and procedures regarding
handling of payroll deductions, payment of interest, conversion of local
currency, payroll tax, withholding procedures and handling of stock certificates
which vary with local requirements.
The Committee may also adopt sub-plans applicable to particular
Subsidiaries or locations, which sub-plans may be designed to be outside the
scope of Code section 423. The rules of such sub-plans may take precedence over
other provisions of this Plan, with the exception of Section 5.1, but unless
otherwise superseded by the terms of such sub-plan, the provisions of this Plan
shall govern the operation of such sub-plan.
14. SECURITIES LAWS REQUIREMENTS.
The Corporation shall not be under any obligation to issue Common Stock
upon the exercise of any option unless and until the Corporation has determined
that: (i) it and the Participant have taken all actions required to register the
Common Stock under the Securities Act of 1933, or to perfect an exemption from
the registration requirements thereof; (ii) any applicable listing requirement
of any stock exchange on which the Common Stock is listed has been satisfied;
and (iii) all other applicable provisions of state, federal and applicable
foreign law have been satisfied.
15. GOVERNMENTAL REGULATIONS.
This Plan and the Corporation's obligation to sell and deliver shares of
its stock under the Plan shall be subject to the approval of any governmental
authority required in connection with the Plan or the authorization, issuance,
sale, or delivery of stock hereunder.
16. NO ENLARGEMENT OF EMPLOYEE RIGHTS.
Nothing contained in this Plan shall be deemed to give any Employee the
right to be retained in the employ of the Corporation or any Designated
Subsidiary or to interfere with the right of the Corporation or Designated
Subsidiary to discharge any Employee at any time.
17. GOVERNING LAW.
This Plan shall be governed by Pennsylvania law.
18. EFFECTIVE DATE.
This Plan shall be effective July 1, 1998, subject to approval of the
shareholders of the Corporation within 12 months of its adoption by the Board of
Directors.
