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REGISTRATION STATEMENT NO. 33-97516
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VARITY CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 22-3091314
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
672 DELAWARE AVENUE
BUFFALO, NY 14209
(716) 888-8000
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(Address of principal executive offices)
VARITY CORPORATION GLOBAL SHARE PLAN
---------------------------------
(Full title of the Plan)
KENNETH L. WALKER
VARITY CORPORATION
672 DELAWARE AVENUE
BUFFALO, NY 14209
(716) 888-8000
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(Name, address and telephone number of agent for service)
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Page 1 of ___ Pages
Index to Exhibits Appears on Page ___.
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Registration Fee
To be Registered Per Share (1) Offering Price (1)
Registered
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<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $44.125 $44,125,000 $15,215.52
$.01 par value
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</TABLE>
(1) The offering prices for the 1,000,000 shares which may be acquired
under the Plan is not presently determinable. The offering price for such
shares is estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and is based upon the average of the high and
low prices of the Company's Common Stock as reported on the consolidated
reporting system for September 29, 1995.
_________________________________________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated in
this Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
January 31, 1995 (Commission File No.1-5190);
(2) All other reports filed by the Company pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since
January 31, 1995;
(3) The description of the Company's Common Stock contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company with the Commission 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 have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
The Registrant's Common Stock, par value $.01 per share, is registered
pursuant to Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 145 of the Delaware General Corporation Law, the
Registrant may provide that a director, officer, employee or agent of the
Registrant be entitled to be indemnified for the expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him by virtue of
his acting as such director, officer, employee or agent, provided he acted in
good faith or in a manner he reasonably believed to be in or not opposed to the
best interests of the Registrant and, with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful,
except that in any action or suit by or in the right of the Registrant such
person shall be indemnified only for the expenses actually and reasonably
incurred by him and, if such person shall have been adjudged to be liable to
the Registrant, he shall not be indemnified unless and only to the extent that
a court of appropriate jurisdiction shall determine that such indemnification
is fair and reasonable.
Article VI, Section 1 of the Registrant's By-Laws provides that each
person (and, where applicable, such person's personal representative, estate,
legatee, and/or heirs), who is or has served as a director or officer of the
Registrant, any predecessor of the Registrant, or any other enterprise at the
request of the Registrant or predecessor of the Registrant, shall be
indemnified by the Registrant in connection with such service in accordance
with and to the full extent provided by Section 145 of the Delaware General
Corporation Law.
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Article VI, Section 8 of the Registrant's By-Laws provides that the
indemnification provided by the By-Laws is not exclusive of any rights to which
any director or officer of the Registrant may otherwise be entitled.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Not Applicable.
ITEM 9. UNDERTAKINGS
(a) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933 (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) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the option 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Buffalo, State of New York, on the
29th day of September, 1995.
Varity Corporation
By: /s/ VICTOR A. RICE
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Victor A. Rice
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on the 29th day of September, 1995.
Signature Title
/s/ VICTOR A. RICE
- --------------------------------- Chairman, Chief Executive Officer and
Victor A. Rice Director (principal executive officer)
/s/ NEIL D. ARNOLD
- --------------------------------- Senior Vice President, Chief Financial
Neil D. Arnold Officer (principal financial officer)
/s/ MARK J. MACGUIDWIN
- --------------------------------- Vice President and Controller
Mark J. MacGuidwin (principal accounting officer)
- --------------------------------- Vice Chairman and Director
Vincent D. Laurenzo
- --------------------------------- Director
Thomas N. Davidson
S-1
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- --------------------------------- Director
William A. Corbett
/s/ ROBERT M. GATES
- --------------------------------- Director
Robert M. Gates
/s/ LUIZ F. KAHL
- --------------------------------- Director
Luiz F. Kahl
/s/ W. DARCY MCKEOUGH
- --------------------------------- Director
W. Darcy McKeough
/s/ BRYAN NICHOLSON
- --------------------------------- Director
Bryan Nicholson
/s/ PAUL M.F. CHENG
- --------------------------------- Director
Paul M.F. Cheng
/s/ WARREN S. RUSTAND
- --------------------------------- Director
Warren S. Rustand
- --------------------------------- Director
William R. Teschke
/s/ ROBIN H. WARRENDER
- --------------------------------- Director
Robin H. Warrender
S-2
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EXHIBIT INDEX
The following exhibits are filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit Number Description Page Number
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<S> <C> <C>
4(a) Restated Certificate of Incorporation of the
Company (filed on September 25, 1991 as
Exhibit 3.1 to the Company's Registration
Statement on Form 8-B (Commission File
No. 1-5190) and incorporated herein by reference)
4(b) By-Laws of the Company (filed on June 14, 1991
as Exhibit 3(b) to the Company's Registration
Statement on Form S-4 (Commission File
No. 33-41125) and incorporated herein
by reference)
23(a) Consent of KPMG Peat Marwick LLP, dated
October 2, 1995
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Exhibit 23a
Consent of Independent Auditors
The Board of Directors
Varity Corporation:
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
Buffalo, New York
October 3, 1995
