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As filed with the Securities and Exchange Commission on November 22, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
Registration Statement
Under
The Securities Act of 1933
______________________
MATTHEWS INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 25-0644320
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
______________________
TWO NORTHSHORE CENTER
PITTSBURGH, PENNSYLVANIA 15212
(412) 442-8200
(Address, including zip code and telephone number,
including area code, of registrant's
principal executive offices)
JAMES L. PARKER, ESQUIRE
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
MATTHEWS INTERNATIONAL CORPORATION
TWO NORTHSHORE CENTER
PITTSBURGH, PENNSYLVANIA 15212
(412) 442-8200
(Name, address, including zip code and telephone number,
including area code, of agent for service)
______________________
Please send copies of all communications to:
Pasquale D. Gentile, Jr., Esquire
Reed Smith Shaw & McClay
James H. Reed Building
435 Sixth Avenue
Pittsburgh, PA 15219
(412) 288-4112
______________________
Approximate date of commencement of proposed sale to public: As soon as
practicable after this registration statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ x ]
_______________________
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee
---------------------------------------------------------------------------
Class A
Common Stock,
par value
$1.00 per share 800,000 shares $19.50 $15,600,000 $5,380
---------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
and calculated in accordance with Rule 457(c), based on the average of the
high and low sales prices of the Common Stock as reported on the National
Market System of the National Association of Securities Dealers, Inc. for
November 20, 1995 as quoted in THE WALL STREET JOURNAL.
_______________________
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED NOVEMBER 22, 1995
PROSPECTUS
800,000 SHARES
MATTHEWS INTERNATIONAL CORPORATION
CLASS A COMMON STOCK
This Prospectus relates to an aggregate offering of 800,000 shares of the
Class A Common Stock, par value $1.00 per share (the "Class A Stock"), of
Matthews International Corporation (the "Company"), a Pennsylvania
corporation. Of the 800,000 shares of Class A Stock offered hereby,
600,000 shares are being offered by James L. Parker, Senior Vice President,
General Counsel and Secretary of the Company, 100,000 shares are being
offered by William M. Hauber, Chairman of the Board of the Company, and
100,000 shares are being offered by Thomas N. Kennedy, Senior Vice
President, Chief Financial Officer and Treasurer of the Company
(collectively, the "Selling Shareholders"). All of the Selling Shareholders
are Directors of the Company.
The Company has two classes of common stock, the Class A Stock offered
hereby and Class B Common Stock, par value $1.00 per share (the "Class B
Stock" and, collectively with the Class A Stock, the "Common Stock"), which
is owned by employees and former employees of the Company. The rights of
holders of Class A Stock and Class B Stock are identical, except for voting
rights and for transfer restrictions and exchange privileges on the Class B
Stock. Holders of Class A Stock are entitled to one vote per share and
holders of Class B Stock are entitled to ten votes per share. Holders of
Class A Stock and Class B Stock vote together as a single class except as
required by law. At present, holders of Class A Stock own approximately
55.1% of the outstanding Common Stock and have approximately 10.9% of the
voting power of the outstanding Common Stock. Class B Stock is not
generally transferable except to the Company or an employee, but is
exchangeable for Class A Stock on a share-for-share basis.
The sale of the Class A Stock offered hereby is expected to be made by the
Selling Shareholders through a broker or dealer to one or more institutional
investors in negotiated transactions based upon market price, but may also
be made by other methods (see "Plan of Distribution"). The Class A Stock is
traded on the National Association of Securities Dealers, Inc. Automated
Quotations System ("NASDAQ") under the symbol "MATW". On November 20, 1995,
the closing sale price, as reported on the NASDAQ National Market System,
for the Class A Stock was $19.25 per share.
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The shares are being sold by the Selling Shareholders to raise cash to be
used for personal purposes. The Company will not receive any proceeds from
the sale of the shares. The expenses of the offering are to be paid by the
Selling Shareholders.
For a discussion of certain factors which should be considered by potential
investors, see "Special Considerations."
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_______________________
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given
or made, such information or representations must not be relied upon as
having been authorized by the Company, the Selling Shareholders or any other
person. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy any securities other than the Class A Stock
to which it relates, or an offer to or solicitations of any person in any
jurisdiction in which such offer or solicitation would be unlawful. The
delivery of this Prospectus at any time does not imply that the information
contained herein is correct as of any time subsequent to its date.
_______________________
The date of this Prospectus is November __, 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511,
and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies
of the reports and other information can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at prescribed
rates.
The Company has filed with the Commission a Registration Statement under the
Securities Act of 1933, as amended, with respect to the Class A Stock
offered by this Prospectus. As permitted by the rules and regulations of
the Commission, this Prospectus does not contain all of the information set
forth in the Registration Statement. For further information about the
Company and the Class A Stock offered hereby, reference is made to the
Registration Statement and to the exhibits filed therewith.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File Nos. 0-9115 and 0-24494)
with the Commission pursuant to Section 13(a) of the Exchange Act are
incorporated herein by reference:
(a) Annual report on Form 10-K for the fiscal year ended September 30,
1994;
(b) Quarterly reports on Form 10-Q for the fiscal quarters ended
December 31, 1994, March 31, 1995 and June 30, 1995;
(c) A current report on Form 8-K dated February 21, 1995; and
(d) The description of the Company's Class A Stock set forth in the
Company's filed Registration Statement on Form 8-A dated July 8, 1994,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the respective date of filing of each such
document. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
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The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all
of the information that is incorporated by reference in this Prospectus,
except that exhibits to information incorporated by reference in this
Prospectus need not be furnished, unless the exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates by reference. Any request should be directed to James L.
Parker, Senior Vice President, Matthews International Corporation, Two
NorthShore Center, Pittsburgh, Pennsylvania 15212. The Company's telephone
number is (412) 442-8200.
THE COMPANY
The Company was founded in 1850 and incorporated in Pennsylvania in 1902,
and is a designer, manufacturer and marketer of custom-made products which
are used to identify people, places, products and events. The Company's
products and operations are comprised of three business segments: Bronze,
Graphic Systems and Marking Products. The Bronze segment is a leading
manufacturer of cast bronze memorial products used primarily in cemeteries.
The Graphic Systems segment manufactures and provides custom identification-
related products and services used by the corrugated packaging industry and
the flexible packaging industry. The Marking Products segment designs,
manufactures and distributes a wide range of equipment and consumables used
by customers to mark or identify various consumer and industrial products,
components and packaging containers.
Sales in the United States account for over 80% of the Bronze segment's
revenues. Principal customers for memorial products are cemeteries,
memorial parks and monument dealers, which in turn sell the Company's
products to the consumer. The Graphic Systems segment customer base
consists of packaging industry manufacturers and "national accounts."
National accounts are generally large, well-known consumer goods companies
with a national presence that purchase their printing plates directly.
These companies then provide their printing plates to the packaging industry
manufacturer of their choice. The principal customers for the Company's
Marking Products segment include food processors, metal fabricators and
manufacturers of textiles, plastic and rubber products. A large percentage
of the segment's sales are outside the United States and are distributed
through Company subsidiaries in Canada, Australia, Sweden, German, Italy and
France.
The Company's executive offices are located at Two NorthShore Center,
Pittsburgh, Pennsylvania 15212 (telephone number (412) 442-8200).
SELLING SHAREHOLDERS
Of the 800,000 shares of the Company's Class A Stock being offered, 600,000
are being offered by James L. Parker, 100,000 shares are being offered by
William M. Hauber and 100,000 shares are being offered by Thomas N. Kennedy.
At present, James L. Parker beneficially owns 717,760 shares of Class A
Stock and Class B Stock, constituting approximately 8.1% percent of the
Company's issued and outstanding Common Stock, William M. Hauber
beneficially owns 473,675 shares of Class A Stock, constituting
approximately 5.4% of the Company's issued and outstanding Common Stock and
Thomas N. Kennedy beneficially owns 145,490 shares of Class A Stock and
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Class B Stock, constituting approximately 1.6% percent of the Company's
issued and outstanding Common Stock. Each of the Selling Shareholders will
convert any Class B Stock being sold hereby into Class A Stock prior to the
sale.
After the sale of the shares being offered, Mr. Parker will beneficially own
117,760 shares of Class B Stock, constituting approximately 1.3% of the
Company's issued and outstanding Common Stock, Mr. Hauber will beneficially
own 373,675 shares of Class A Stock, constituting approximately 4.2% of the
Company's issued and outstanding Common Stock and Mr. Kennedy will
beneficially own 45,490 shares of Class B Stock, constituting approximately
0.5% of the Company's issued and outstanding Common Stock.
SPECIAL CONSIDERATIONS
A prospective investor should consider all the information contained in this
Prospectus in deciding whether to purchase shares of Class A Stock and
should further consider that the sale of a large block of stock of the
Company by two of the executive officers of the Company and the Chairman of
the Board could have a negative effect on the market price of the Class A
Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of Class A
Stock by the Selling Shareholders.
PLAN OF DISTRIBUTION
The Selling Shareholders presently plan to sell all of the Class A Stock
offered hereby through a broker or dealer to one or more institutional
investors in negotiated transactions based upon market price.
Alternatively, sales may be made from time to time by the Selling
Shareholders in the over-the-counter market or in negotiated transactions at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Shares may be sold by the
Selling Shareholders by one or more of the following: (i) a block trade in
which a broker or dealer, engaged for the purpose, will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal for its own account pursuant to this Prospectus to facilitate the
transaction, (ii) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus,
(iii) special offerings, exchange distributions and/or secondary
distributions pursuant to and in accordance with applicable rules and
(iv) ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
In effecting sales, brokers or dealers engaged by a Selling Shareholder may
arrange for other brokers or dealers to participate. Brokers or dealers
will receive commissions or discounts from the Selling Shareholders in
amounts negotiated between them. The Selling Shareholders and such brokers
or dealers and any other participating brokers or dealers may be deemed to
be "underwriters" within the meaning of Securities Act of 1933, as amended,
in connection with sales hereunder and any profits realized or commission
received may be deemed underwriting compensation.
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EXPERTS
The financial statements incorporated in this Prospectus by reference from
the Company's annual report on Form 10-K for the year ended September 30,
1994, have been audited by Coopers & Lybrand L.L.P., independent
accountants, as stated in their reports which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
LEGAL OPINION
The validity of the Class A Stock registered hereby has been passed upon for
the Company and the Selling Shareholders by Reed Smith Shaw & McClay, 435
Sixth Avenue, Pittsburgh, Pennsylvania 15219 and James L. Parker, General
Counsel of the Company. Mr. Parker is a Selling Shareholder.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the distribution of the securities
being registered (other than underwriting discounts and commissions, if any)
are as follows:
SEC registration fee $ 5,380
Accounting fees and expenses 2,000
Legal fees and miscellaneous 5,000
------
Total $12,380
======
All the above amounts are estimated except the SEC registration fee. All
the expenses are to be paid by the Selling Shareholders in proportion to the
number of shares sold for the account of each Selling Shareholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
1. PROVISIONS OF THE PENNSYLVANIA BUSINESS CORPORATION LAW OF 1988 (THE
"BCL"). Section 1741 of the BCL provides that a corporation shall (subject
to the provisions described in the second succeeding paragraph) have the
power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that such person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit
or proceeding, if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe this conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that such person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 1742 of the BCL provides that a corporation shall (subject to the
provisions described in the succeeding paragraph) have the power to
indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney's fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such
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person acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless, and
only to the extent that, the court of common pleas of the county in which
the registered office of the corporation is located or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which the court of common pleas or such other court shall deem
proper.
Section 1744 of the BCL provides that any such indemnification (unless
ordered by a court) shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct. Such determination shall
be made:
(1) By the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or
(2) If such a quorum is not obtainable, or, even if obtainable a majority
vote of a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or
(3) By the shareholders.
Notwithstanding the above, Section 1743 of the BCL provides that to the
extent that a director, officer, employee or agent of the corporation is
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 1741 or Section 1742, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorney fees) actually and reasonably incurred by such
person in connection therewith.
Section 1746 of the BCL provides that the rights to indemnification provided
by or granted pursuant to the above sections shall not be deemed exclusive
of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise, both as to actions in his official capacity and as to action in
another capacity while holding that office.
Section 1747 of the BCL provides that a Pennsylvania business corporation
shall have power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against such person and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify the
director, officer, employee or agent against such liability under the
foregoing provisions. Section 1747 declares such insurance to be consistent
with the public policy of the Commonwealth of Pennsylvania.
2. DIRECTORS' LIABILITY. Act No. 145 of the General Assembly of the
Commonwealth of Pennsylvania, effective January 27, 1987 (the "Directors'
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Liability Act") provides that the rights to indemnification provided by
Sections 1741-1750 of the BCL (see No. 1 above) shall not be deemed
exclusive of any other rights to which a person seeking indemnification may
be entitled under any by-law, agreement, vote of shareholders or directors
or otherwise, and that rights to indemnification may be granted by a
corporation under any by-law, agreement, vote of shareholders or directors
or otherwise for any action taken or any failure to take any action whether
or not the indemnified liability arises or arose from any threatened,
pending or completed action by or in the right of the corporation, provided,
however, that no rights to indemnification may be provided in any case where
the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or
recklessness. The Directors' Liability Act also provides that expenses
incurred by an officer, director, employee or agent in defending a civil or
criminal action, suit or proceeding may be paid by a corporation in advance
of the final disposition of the action, suit or proceeding upon receipt of
an undertaking by or on behalf of the officer, director, employee or agent
to repay the amount advised if it shall ultimately be determined that the
officer, director, employee or agent is not entitled to be indemnified by
the corporation. The provisions of the Directors' Liability Act do not,
however, apply (i) to the liability of a director under any criminal statute
or for the payment of taxes, pursuant to Federal, state or local law or
(ii) to any claim against a director arising out of his role as an officer
or any other capacity except as a director, and they may not apply to
liability imposed on a director by the Federal securities laws or other
Federal statutes. Also, while the provisions accord the directors
protection from awards of monetary damages for breaches of the duty of care
to the Company or its subsidiaries, they do not eliminate the duty of care
of the directors as such. Therefore, the provisions do not affect the
availability of equitable remedies such as an injunction or rescission based
upon a director's breach of the duty of care.
3. INDEMNIFICATION ARTICLE. In implementation of the above-stated
provisions of Pennsylvania law, the Company's shareholders adopted an
amendment to restate Article EIGHTH to the Company's Articles of
Incorporation (the "Indemnification Article") which provides that, except as
prohibited by law every Director and officer of the Company is entitled as
of right to be indemnified by the Company against expenses and any
liabilities incurred by such person in connection with any actual or
threatened claim, action, suit or proceedings, whether civil, criminal
administrative, investigative or other, or whether brought by or in the
right of the Company or otherwise, in which the Director or officer may be
involved in any manner, as a party, witness or otherwise, or is threatened
to be made so involved, by reason of the Director or officer being or having
been a Director or officer of the Company or a subsidiary of the Company or
by reason of the fact that the Director or officer is or was serving at the
request of the Company as a director, officer, employee, fiduciary or other
representative of another company, partnership, joint venture, trust,
employee benefit plan or other entity. The rights to indemnification do
not, however, apply (i) where any act or failure to act giving rise to a
claim for indemnification for expenses or liability is determined by a court
to have constituted willful misconduct or recklessness or (ii) where Federal
law would prohibit such indemnification, and in an action brought by a
Director or officer against the Company, the Director or officer is only
entitled to indemnification for expenses in certain circumstances. Each
Director and officer is also entitled as of right to have his expenses in
defending an action paid in advance by the Company prior to final
disposition of the action, provided the Company receives a written
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undertaking by or on behalf of the Director or officer to repay the amount
advanced if it should ultimately be determined that the Director or officer
is not entitled to be indemnified. In addition, rights to partial
indemnification for expenses and liability are provided in certain
circumstances, and a procedure is established under which a Director or
officer may bring an action against the Company if a written claim for
indemnification or advancement of expenses is not paid by the Company in
full within 30 days after the claim has been presented. The Director or
officer is also entitled to advancement of expenses in this proceeding.
Under the Indemnification Article, the Company may create a trust fund,
grant a security interest, cause a letter of credit to be issued or use
other means to ensure the payment of all sums required to be paid by the
Company to effect the indemnification provided by the Indemnification
Article. The Company may also purchase and maintain insurance to protect
itself and any Director or officer against any expenses or liability
incurred in connection with any action, whether or not the Company would
have the power to indemnify the Director or officer against the expenses or
liability by law or under the Indemnification Article.
The rights to indemnification and advancement of expenses provided by the
Indemnification Article are also not deemed exclusive of any other rights,
whether existing or created after the adoption of the Indemnification
Article, to which a Director or officer may be entitled under any agreement,
provision in the Articles or By-Laws of the Company, vote of shareholders or
Directors or otherwise; and the rights to indemnification and advancement of
expenses continue as to each Director or officer who has ceased to have the
status pursuant to which he was entitled to indemnification and insure to
the benefit of the heirs and legal representatives of the Director of
officer. Any amendment or repeal of the Indemnification Article or adoption
of any By-Law or other provision of the Articles which has the effect of
limiting in any way the rights provided by the Indemnification Article will
operate prospectively only and will not affect any action taken, or failure
to act, by a Director or officer prior to such amendment, repeal, By-Law or
other provision becoming effective.
4. DIRECTOR AND OFFICER LIABILITY INSURANCE. As permitted by Section 1747
of the BCL (see No. 1 above), the Company has purchased Director and officer
liability insurance covering its Directors and officers with respect to
liability which they may incur in connection with their serving as such.
Under the insurance, the Company will receive reimbursement for amounts as
to which the Directors and officers are indemnified under the
Indemnification Article (see No. 3 above). The insurance may also provide
certain additional coverage for the Directors and officers against certain
liability even though such liability is not subject to indemnification under
the Indemnification Act.
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ITEM 16. EXHIBITS
Exhibit
No. Description
------- -----------
4.1 Restated Articles of Incorporation of the Company, filed as
Exhibit 3.1 to the Company's annual report on Form 10-K for the
fiscal year ended September 30, 1994, and incorporated herein by
reference
4.2 By-Laws of the Company, as amended and restated effective
July 20, 1994, filed as Exhibit 3.2 to the Company's annual
report on Form 10-K for the fiscal year ended September 30, 1994,
and incorporated herein by reference
5.1 Opinion of Reed Smith Shaw & McClay as to the legality of the
shares being registered, including consent, filed herewith
5.2 Opinion of James L. Parker, Esq. as to the legality of the shares
being registered, including consent, filed herewith
23.1 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.1
above)
23.2 Consent of James L. Parker, Esq. (included in Exhibit 5.2 above)
23.3 Consent of Coopers & Lybrand L.L.P., filed herewith
24.1 Power of Attorney (filed herewith as part of signature page)
ITEM 17. UNDERTAKINGS
(a) RULE 415 OFFERING
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, as amended (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
<PAGE>
<PAGE> 14
(2) That, for the purpose of determining any liability under the 1933 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; and
(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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the indemnification provisions described under Item 15, 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 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by a 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 1933 Act and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Pittsburgh, Pennsylvania, on November 21, 1995.
MATTHEWS INTERNATIONAL CORPORATION
By David M. Kelly
-------------------------------------
David M. Kelly
President and 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 November 21, 1995.
Know All Men By These Presents that each person whose signature appears
below constitutes and appoints David M. Kelly and James L. Parker, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, 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 either of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
SIGNATURE TITLE
William M. Hauber Chairman of the Board
---------------------------------
William M. Hauber
David M. Kelly President and Chief Executive
--------------------------------- Officer (Principal Executive
David M. Kelly Officer)
Geoffrey D. Barefoot Director
---------------------------------
Geoffrey D. Barefoot
William A. Coates Director
---------------------------------
William A. Coates
<PAGE>
<PAGE> 16
SIGNATURE TITLE
David J. DeCarlo Director
---------------------------------
David J. DeCarlo
Thomas N. Kennedy Senior Vice President, Chief
--------------------------------- Financial Officer and Treasurer
Thomas N. Kennedy (Principal Financial Officer and
Principal Accounting Officer and
Director
Director
---------------------------------
George C. Oehmler
John P. O'Leary, Jr. Director
---------------------------------
John P. O'Leary, Jr.
James L. Parker Director
---------------------------------
James L. Parker
William J. Stallkamp Director
---------------------------------
William J. Stallkamp
<PAGE>
<PAGE> 17
MATTHEWS INTERNATIONAL CORPORATION
Registration Statement on Form S-3
EXHIBIT INDEX
(Pursuant to Item 601 of Registration S-K)
Exhibit No. Description and Method of Filing
4.1 Restated Articles of Incorporation of the Company, filed as
Exhibit 3.1 to the Company's annual report on Form 10-K for
the fiscal year ended September 30, 1994, and incorporated
herein by reference
4.2 By-Laws of the Company, as amended and restated effective
July 20, 1994, filed as Exhibit 3.2 to the Company's annual
report on Form 10-K for the fiscal year ended September 30,
1994, and incorporated herein by reference
5.1 Opinion of Reed Smith Shaw & McClay as to the legality of
the shares being registered, including consent, filed
herewith
5.2 Opinion of James L. Parker, Esq. as to the legality of the
shares being registered, including consent, filed herewith
23.1 Consent of Reed Smith Shaw & McClay (included in
Exhibit 5.1 above)
23.2 Consent of James L. Parker, Esq. (included in Exhibit 5.2
above)
23.3 Consent of Coopers & Lybrand L.L.P., filed herewith
24.1 Power of Attorney (filed herewith as part of signature
page)
<PAGE>
EXHIBIT 5.1
REED SMITH SHAW & McCLAY
435 SIXTH AVENUE
PITTSBURGH, PA 15219-1886
412-288-3131
November 22, 1995
Matthews International Corporation
Two NorthShore Center
Pittsburgh, PA 15212
Re: Registration Statement on Form S-3 Concerning
Secondary Offering of 800,000 Shares of Common Stock
Dear Sirs:
We are counsel for Matthews International Corporation, a Pennsylvania
corporation (the "Company"), and have acted as such in connection with a
proposed sale by certain selling shareholders of the Company of 800,000 shares
in the aggregate (the "Shares") of the Company's Class A Common Stock, par
value per $1.00 share. This opinion is furnished in connection with the
filing by the Company of a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, relating to such proposed sale. We have
examined such public and corporate records and documents and such questions of
law, and have made such other investigations, as we have deemed appropriate for
purposes of this opinion. For the purposes of this opinion (i) we have relied
upon the opinion of James L. Parker, Esq. dated of even date herewith that the
Shares have been duly authorized and (ii) we have assumed that appropriate
consideration was paid by the purchaser of the Shares at the time of the
issuance of such Shares.
Based upon the foregoing, we are pleased to advise you that in our opinion the
Shares have been legally and validly issued and are fully paid and
non-assessable.
In rendering the foregoing opinion, we have examined the laws of the
Commonwealth of Pennsylvania and the federal laws of the United States of
America and the foregoing opinion is limited to such laws.
We hereby consent to the filing of this opinion as an exhibit to such
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus contained therein.
Yours truly,
Reed Smith Shaw & McClay
PDGJr
<PAGE>
EXHIBIT 5.2
November 22, 1995
Matthews International Corporation
Two NorthShore Center
Pittsburgh, PA 15212
Dear Sirs:
I am Senior Vice President, General Counsel and Secretary of Matthews
International Corporation, a Pennsylvania corporation (the "Company"), and
have acted as general counsel in connection with a proposed sale by certain
selling shareholders of 800,000 shares in the aggregate (the "Shares") of
the Company's Class A Common Stock, par value $1.00 per share. I am also a
Director of the Company and will be a selling shareholder in the offering.
This opinion is furnished in connection with the filing by the Company of a
Registration Statement on Form S-3 under the Securities Act of 1933, as
amended, relating to such proposed sale. I have examined such public and
corporate records and documents and such questions of law, and have made
such other investigation, as I deemed appropriate for purposes of this opinion.
Based upon the foregoing, I am pleased to advise you that in my opinion the
Shares have been duly authorized and are validly issued, fully paid and
non-assessable.
In rendering the foregoing opinion, I have examined the laws of the
Commonwealth of Pennsylvania and the federal laws of the United States of
America and the foregoing opinion is limited to such laws.
I hereby consent to the filing of this opinion as an exhibit to such
Registration Statement and to the reference to me under the caption "Legal
Matters" in the prospectus contained therein.
Yours truly,
James L. Parker
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus forming part
of this Registration Statement on Form S-3 of our reports dated November 16,
1994 on our audits of the consolidated financial statements and financial
schedules of Matthews International Corporation and its subsidiaries as of
September 30, 1994 and 1993, and for the years ended September 30, 1994,
1993 and 1992, which reports are included in the annual report on Form 10-K
of Matthews International Corporation for the year ended September 30, 1994.
We also consent to the reference to our Firm under the caption "Experts" in
the Prospectus forming part of this Registration Statement.
COOPERS & LYBRAND L.L.P.
Pittsburgh, PA
November 22, 1995
