As Filed with the Securities and Exchange Commission on May 19, 1995
Registration No. 33-______
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 of incorporation) (IRS Employer Identification No.)
672 Delaware Avenue, Buffalo, NY 14209 (716) 888-8000
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(Address of principal executive offices)
Varity Corporation Stock Option Agreement
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(Full title of the plan)
Kenneth L. Walker, Esq.
Varity Corporation
672 Delaware Avenue
Buffalo, New York 14209
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(Name and address of agent for service)
(716) 888-8000
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(Telephone number, including area code, of agent for service
_____________________
Copy to:
John P. Mitchell, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, N.Y. 10005
(212) 701-3000
_____________________________
CALCULATION OF REGISTRATION FEE
=============================================================================
Title of Amount to Proposed Proposed Amount of
Securities be maximum maximum registration fee
to be registered offering aggregate
registered price per offering
share (1) price (1)
- ----------- ------------- --------- --------- ------------
Common
Stock, $.01
par value 10,500 shares $44.50 $467,250 $161.12
==============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rules 457(c) and (h) under the Securities Act of
1933, as amended.
Exhibit Index is located on page 8<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
___________________
* The information called for by Part I of Form S-8 is currently
included in the Stock Option Agreement between Varity Corporation and
Robert M. Mehalso (the "Varity Corporation Stock Option Agreement")
and the Statement of Additional Information delivered to Robert M.
Mehalso and is not being filed with or included in this Form S-8 in
accordance with Rule 428 under the Securities Act of 1933, as
amended, and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents (or portions thereof) filed by Varity
Corporation (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1995.
(2) The description of the Company's Common Stock contained in a
proxy statement dated June 17, 1991, as amended, filed as an
exhibit to the Company's Registration Statement on Form 8-B
filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on September 24, 1991 and incorporated by
reference therein.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Company, a Delaware corporation, is empowered by Section 145
of the Delaware General Corporation Law, subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in the defense of any threatened, pending or completed
action, suit or proceeding in which such person is made a party by reason of
his or her being or having been a director or officer of the Company. The
statute provides that such indemnification is not exclusive of other rights
or indemnification to which a person may be entitled
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under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Certificate of Incorporation and Bylaws of
the Company provide that the Company shall indemnify its directors and
officers to the full extent permitted by the Delaware General Corporation
Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to the Company's Registration
Statement on Form 8-B filed with the Commission on September
24, 1991)
4.2 Form of Varity Corporation Stock Option Agreement
5 Opinion of Counsel - Cahill Gordon & Reindel
23.1 Consent of Independent Accountants - KPMG Peat Marwick LLP
23.2 Consent of Counsel - Cahill Gordon & Reindel (contained in
Exhibit 5)
24 Power of Attorney (included on p. 5)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to 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 in the information set forth in this
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
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provided, however, that paragraphs (1)(i) and (1)(ii)
shall not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the
Securities 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 of 1933, 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.
(4) That for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 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
March 30, 1995.
VARITY CORPORATION
By: /s/Kenneth L. Walker
Name: Kenneth L. Walker
Title: Vice President, Legal
POWER OF ATTORNEY
Each person whose signature appears below appoints Neil D.
Arnold, Kevin C. Shanahan and Kenneth L. Walker, and each of them, as his
attorney-in-fact and agent, with full power of substitution and
resubstitution, to sign and file with the Securities and Exchange
Commission any amendments to this Registration Statement (including
post-effective amendments) and to file with the Securities and Exchange
Commission one or more supplements to any prospectus included in any of the
foregoing, and generally to do anything else necessary and proper in
connection therewith.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Victor A. Rice Chairman of the Board, March 30, 1995
Victor A. Rice Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ Neil D. Arnold Senior Vice President and March 30, 1995
Neil D. Arnold Chief Financial Officer
(Principal Financial
Officer)
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Signature Title Date
/s/ Kevin C. Shanahan Vice President, Controller March 30, 1995
Kevin C. Shanahan (Principal Accounting
Officer)
/s/ Vince D. Lorenzo Vice Chairman of the Board March 30, 1995
Vince D. Laurenzo and Director
/s/ Paul M.F. Cheng Director March 30, 1995
Paul M.F. Cheng
/s/ William A. Corbett Director March 30, 1995
William A. Corbett
/s/ Thomas N. Davidson Director March 30, 1995
Thomas N. Davidson
/s/ Robert M. Gates Director March 30, 1995
Robert M. Gates
/s/ Luiz F. Kahl Director March 30, 1995
Luiz F. Kahl
/s/ W. Darcy McKeough Director March 30, 1995
W. Darcy McKeough
/s/ Sir Bryan Nicholson Director March 30, 1995
Sir Bryan Nicholson
/s/ Warren S. Rustand Director March 30, 1995
Warren S. Rustand
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Signature Title Date
/s/ William R. Teschke Director March 30, 1995
William R. Teschke
/s/ The Hon. Robin H. Warrender Director March 30, 1995
The Hon. Robin H. Warrender
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE NO.
4.1 Restated Certificate of
Incorporation of the Company
(incorporated by reference to the
Company's Registration Statement on
Form 8-B filed with the Commission
on September 24, 1991)
4.2 Form of Varity Corporation Stock
Option Agreement 10
5 Opinion of Counsel - Cahill Gordon &
Reindel 13
23.1 Consent of Independent Accountants -
KPMG Peat Marwick LLP 14
23.2 Consent of Counsel - Cahill Gordon &
Reindel (contained in Exhibit 5)
24 Power of Attorney (included on p. 5)
EXHIBIT 4.2
STOCK OPTION AGREEMENT
This Agreement is made as of ________________ (the "Grant
Date") by and between Varity Corporation (the "Company"), a Delaware
corporation, and Robert M. Mehalso (the "Optionee").
WHEREAS, the Optionee is a consultant to the Company or a
subsidiary of the Company (collectively referred to herein as
"Participating Company"); and
WHEREAS, the Board of Directors of the Company wishes to grant
an option to the Optionee to purchase shares of common stock, $.01 par
value (the "Common Stock"), of the Company on the terms hereinafter set
forth in order to encourage the Optionee to put forth maximum efforts for
the success of the Company or a subsidiary of the Company;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. The Company hereby evidences and confirms the grant to
the Optionee on the Grant Date of an option (the "Option") to purchase
_______ shares of Common Stock, on the terms and conditions hereinafter set
forth. The exercise price of the Option shall be $_____ per share of
Common Stock subject to the Option (the "Optioned Shares").
2. The Option hereby evidenced shall be fully exercisable on
the Grant Date, and it shall terminate on the tenth anniversary of the
Grant Date (the "Expiration Date"). At the close of business on the
Expiration Date the Option hereby evidenced shall be of no further force
whatsoever as to such of the Optioned Shares in respect of which the Option
hereby evidenced has not been fully exercised.
3. The Option may be exercised by the Optionee (or in the
event of death of the Optionee, by the person or persons to whom the
Optionee's rights are transferred by will or the laws of descent and
distribution), in whole or in part, at any time during the period ending on
the Expiration Date.
4. Subject to the foregoing provisions hereof, the Option
evidenced hereby shall be exercisable by the Optionee giving notice in
writing mailed to the Company at its principal office currently in the City
of Buffalo, New York, to the attention of, or delivered to, the Secretary
or an Assistant Secretary of the Company, which notice shall specify therein
the number of Optioned Shares in respect of which the Option evidenced hereby
is being exercised and shall be accompanied by payment in cash or in such other
consideration as the Company deems appropriate, including Common Stock already
owned by the Optionee, having a total fair market value, as determined by the
Company, equal to the purchase price, or a combination of cash and such other
consideration having a total fair market value, as so
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determined, equal to the purchase price in full payment of the purchase
price for such number of Optioned Shares specified therein. Such notice,
if mailed, shall be deemed to have been given and the Option exercised on
the day upon which such notice and payment are actually received by the
Company and, if delivered, on the date of delivery. Upon any such exercise
of an Option as aforesaid, the Company shall forthwith cause a transfer
agent and registrar of the shares of the Company to register, countersign
and issued one or more certificates in the name of the Optionee evidencing
the said shares resulting from such exercise of the Option.
5. In the event of any recapitalization, reclassification,
split-up or consolidation of shares of Common Stock, separation (including
a spin-off), dividend on shares of Common Stock payable in capital stock,
or other similar change in capitalization of the Company or a merger or
consolidation of the Company or sale by the Company of all or a portion of
its assets, or other similar event, the Company may make such appropriate
adjustments in the exercise price of this Option and in the number and kind
of securities, cash or other property which may be issued on exercise of
this Option, as the Company deems equitable with a view toward maintaining
the proportionate interest of the Optionee and preserving the value of the
Option.
6. Nothing herein or done pursuant hereto shall obligate the
Optionee to purchase and/or pay for or the Company to issue any Optioned
Shares except those Optioned Shares in respect of which the Optionee shall
have exercised his Option to purchase hereunder in the manner hereinbefore
provided.
7. The Optionee shall have no right whatsoever as a
shareholder in respect of any of the Optioned Shares (including any right
to receive dividends or the distributions therefrom or thereon) other than
in respect of Optioned Shares which shall have been paid for in full and
issued.
8. The Company shall not be required to issue or deliver any
certificates for shares of Common Stock prior to (i) the listing of such
shares on any stock exchange or quotation system on which the Common Stock
may then be listed or quoted and (ii) the completion of any registration,
qualification, approval or authorization of such shares under any federal
or state law, or any ruling or regulation or approval or authorization of
any governmental body which the Company shall, in its sole discretion,
determine to be necessary or advisable. All certificates for shares of
Common Stock delivered pursuant to exercise of the Option shall also be
subject to such stop-transfer orders and other restrictions as the Company
may deem advisable under the rules, regulations, and other requirements of
the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed and any applicable federal or state securities
laws, and the Company may cause a legend or legends to be place on any such
certificates to make appropriate reference to such restrictions.
9. The Optionee agrees to make appropriate arrangements for
the satisfaction of any Federal, state or local withholding tax
requirements applicable to the exercise of the Option.
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10. Nothing in this Agreement shall interfere with the right
of the Company or any of its subsidiaries to terminate the Optionee's
service at any time.
11. This Agreement shall inure to the benefit of and be
binding upon the Company, its successors and assigns, and the Optionee.
12. This Agreement and the Option hereby evidenced are not
transferable by the Optionee and are exercisable, during the Optionee's
lifetime, only by the Optionee.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties hereto.
VARITY CORPORATION
________________________ By:_____________________
ROBERT M. MEHALSO
And:____________________
EXHIBIT 5
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
May 19, 1995
(212) 701-3000
Varity Corporation
672 Delaware Avenue
Buffalo, New York 14209
Re: Varity Corporation
Form S-8 Registration Statement
Dear Sirs:
We have examined a copy of the registration statement on
Form S-8 (the "Registration Statement") filed by Varity Corporation
(the "Company") with the Securities and Exchange Commission (the
"Commission") relating to the registration pursuant to the provisions
of the Securities Act of 1933, as amended, of 10,500 shares of common
stock, $.01 par value (the "Common Stock"), of the Company, which are
issuable pursuant to a stock option (the "Option") granted pursuant to
the Stock Option Agreement between the Company and Robert M. Mehalso
(the "Stock Option Agreement").
We advise you that, in our opinion, upon the issuance of
Common Stock pursuant to the Option in accordance with the terms of
the Stock Option Agreement, and upon payment to the Company of the
price for such Common Stock in accordance with the terms of the Stock
Option Agreement, the shares of Common Stock so issued will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving
such consent, we do not thereby admit that we are within the category
of persons whose consent is required by Section 7 of the Act and the
rules and regulations thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
Varity Corporation:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Buffalo, New York
May 19, 1995
