As filed with the Securities and Exchange Commission on June 20, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MESTEK, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0661650
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
260 North Elm Street
Westfield, Massachusetts 01085
413/568-9571
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
MESTEK, INC. 1996 STOCK OPTION PLAN
(Full title of the Plan)
R. Bruce Dewey
Secretary
260 North Elm Street
Westfield, Massachusetts 01085
413/568-9571
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Daniel L. Goelzer, Esq.
Baker & McKenzie 815 Connecticut
Avenue, N.W.
Washington, D.C. 20006
(202) 452-7000
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Page 1 of 9
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount
to be be Regis- Price Per Offering Registra-
Registered tered Unit Price tion Fee
Common 90,000 $13.75 $1,237,500 $ 426.72
Stock, without 410,000 $14.00(1) $5,740,000(1) $1,979.31
--------
Par Value $2,406.03
(1) Pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share and the proposed maximum
aggregate offering price for 410,000 shares are estimated solely for purposes of
calculating the registration fee and are based upon the average of the high and
low prices of the Common Stock of the Registrant on the New York Stock Exchange
on June 13, 1996.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Mestek, Inc. (the "Company" or "Registrant") hereby incorporates by
reference the following documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant's document referred to in (a) above; and
(c) the description of the Registrant's stock, without par value per
share (the "Common Stock") contained in any registration statement filed by the
Company under Section 12 of the Securities Exchange Act of 1934, and any
amendment or report filed with the Commission for the purpose of updating such
description of common stock.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 the registration statement and to
be part thereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any 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 Registration
Statement.
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Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII, Section 7.1, of the Company's By-Laws provides that the
Company shall indemnify its directors, officers, employees or agents from
liabilities and expenses incurred by reason of the fact that such person is or
was a director, officer, employee or agent if such person acted in good faith
and in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. Section 7.3 further provides that indemnification under the By-Laws
shall only be made upon a determination that indemnification of a director,
officer, employee or agent is proper in the circumstances because such person
has met the applicable standard of conduct contained in Section 7.1 of Article
VII by (i) the board of directors by a majority vote of a quorum consisting of
the directors who were not parties to such action, suit or proceeding, or (ii)
if such quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders. Section 7.6 also authorizes the Company
to purchase and maintain liability insurance on behalf of any director, officer,
employee or agent against any liability asserted against such person or incurred
by such person in any such capacity, or arising out of his status as such.
The Company has entered into Indemnification Agreements ("Agreements")
with its officers and directors. These Agreements provide that directors and
officers will be indemnified against expenses (including attorney's fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by reason of the fact that he is or was a director or officer, if he
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful.
The Agreements further provide that indemnification may be made by the Company
upon a determination that indemnification of a director or officer is proper in
the circumstances because he has met the applicable standard of conduct
contained the Agreement by (i) the board of directors by a majority vote of a
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quorum consisting of the directors who were not parties to such action, suit or
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the shareholders.
The Company has a one million dollar ($1,000,000) Letter of Credit from
Bay Bank, N.A., to fund an indemnification trust to support the Company's
obligation under the Agreements.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
(5) Opinion of Baker & McKenzie as to the legality of the securities
registered hereunder, such opinion also containing the consent of Baker
& McKenzie.
(24) Consent of Independent Accountants.
(25) Power of Attorney (contained on the signature page hereof).
Item 9. UNDERTAKINGS.
(a) 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 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;
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Provided, however, that paragraphs (a)(1)(i) and (a)(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.
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.
(b) The undersigned Registrant hereby undertakes that, for 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 (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 in the initial bona fide offering thereof.
(h) 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 Westfield, and Commonwealth of Massachusetts, on
the 20th day of June, 1996.
MESTEK, INC.
By: /s/ Stephen M. Shea
Stephen M. Shea
Senior Vice President-
Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen M. Shea and John E. Reed and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any an all capacities, to sign any and all 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 full power and authority to do and
perform each and every act and thing requisite and necessary to be done in about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitutes, may lawfully do or cause to be done by virtue
hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons as of the 20th
day of June, 1996 and in the capacities indicated.
Signature Title
Chairman of the Board of
Directors, President and
/s/ John E. Reed Chief Executive Officer
John E. Reed (Principal Executive Officer)
/s/ Stephen M. Shea Senior Vice President-Finance
Stephen M. Shea Chief Financial Officer
(Principal Accounting Officer)
/s/ A. Warne Boyce Director
A. Warne Boyce
/s/ E. Herbert Burk
E. Herbert Burk Director
/s/ William J. Coad
William J. Coad Director
/s/ Winston R. Hindle, Jr. Director
Winston R. Hindle, Jr.
/s/ David W. Hunter
David W. Hunter Director
/s/ David R. Macdonald
David R. Macdonald Director
/s/ Stewart B. Reed
Stewart B. Reed Director
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EXHIBIT INDEX
(5) Opinion of Baker & McKenzie as to the legality of the securities
registered hereunder, such opinion also containing the consent of Baker
& McKenzie.
(24) Consent of Independent Accountants.
(25) Power of Attorney (contained on the signature page hereof)
Exhibit No. 5(i)
June 20, 1996
Mestek, Inc.
260 North Elm Street
Westfield, Massachusetts 01085
Re: Registration Statement on Form S-8
Mestek, Inc. 1996 Stock Option Plan
Ladies and Gentlemen:
We have acted as special counsel to Mestek, Inc., a Pennsylvania
corporation (the "Company") in preparing a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") relating to the Company's 1996 Stock Option Plan (the "Plan")
filed by the Company with the Securities and Exchange Commission covering
500,000 shares (the "Shares") of common stock, without par value (the "Common
Stock"), of the Company issuable pursuant to the Plan.
In connection with the preparation of this opinion, we have examined
the minute books and stock records as presented to us by the Company, the
Certificate of Incorporation and By-Laws of the Company, the Registration
Statement, copies of resolutions duly adopted by the Board of Directors of the
Company relating to the authorization and proposed issuance of the Common Stock,
and certain documents relating to the Plan. In addition, we have reviewed such
other documents and instruments and have conferred with various officers and
directors of the Company and have ascertained or verified to our satisfaction
such additional facts with respect to the Company as we have deemed necessary or
appropriate for the purposes of this opinion.
We have assumed for purposes of this opinion that all applicable laws,
rules and regulations in effect at the time of the issuance of the Shares of
Common Stock under the Plan will be the same as such laws, rules and regulations
in effect as of the date hereof.
<PAGE>
Mestek, Inc.
Page 2
We are the members of the Bar of the District of Columbia. We have made
such examination of federal law and of the Pennsylvania Business Corporation Law
as we have deemed relevant for purposes of this opinion, and we express no
opinion as to laws of any other state or jurisdiction.
Based on the foregoing, we are of the opinion that, subject to the
effectiveness of the Registration Statement and compliance with applicable state
securities laws, the Common Stock, when issued and, in the case of options
granted pursuant to the Plan, paid for pursuant to the terms of the Plan, will
constitute duly authorized, validly issued, fully paid and nonassessable Shares
of Common Stock of the Company.
We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the Securities Act.
Very truly yours,
/s/ Baker & McKenzie
Baker & McKenzie
Exhibit No. 24
Consent of Independent Certified Public Accountants
We have issued our report dated March 29, 1996, accompanying the consolidated
financial statements of Mestek, Inc. and subsidiaries appearing in the 1995
Annual Report of the Company to its shareholders and accompanying the schedule
included in the Annual Report on Form 10-K for the year ended December 31, 1995
which is incorporated by reference in this Registration Statement (Form S-8). We
consent to the incorporation by reference in the Registration Statement of the
aforementioned report.
/s/ Grant Thornton LLP
Grant Thornton LLP
Boston, Massachusetts
June 19, 1996
