As filed with the Securities and Exchange Commission on July 1, 1999
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MESTEK, INC.
(Exact name of Registrant as Specified in its Charter)
PENNSYLVANIA 25-0661650
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
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. Savings & Retirement Plan
Mestek, Inc. Retirement Savings Plan
Boyertown Foundry Company Savings and Retirement Plan
(Full Title of the Plans)
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Timothy P. Scanlan, Associate Counsel
Mestek, Inc.
260 North Elm Street
Westfield, Massachusetts 01083
(413) 564-5849
(Address, including Zip Code, and Telephone Number
including Area Code, of Agent for Service)
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Copies to:
Marc R . Paul/John Francis Fitzpatrick
Baker & McKenzie
815 Connecticut Avenue, N.W.
Washington, DC 20006-4078
(202) 452-7034
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CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Each Class of Amount to be Proposed Maximum Proposed Amount of
Securities to be Registered Registered (1) Offering Price per Share (2) Maximum Registration Fee
Aggregate
Offering Price
<CAPTION>
<S> <C> <C> <C> <C>
Common Stock, no par value(3) 60,000 $20.47 $1,228,200.00 $341.44
Common Stock, no par value(4) 35,000 $20.47 $716,450.00 $199.17
Common Stock, no par value(5) 5,000 $20.47 $102,350.00 $28.45
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans(s) described herein.
(2) The maximum offering price per share used to calculate the registration fee
with respect to shares of Common Stock was determined
pursuant to Rule 457 under the securities Act of 1993 using the average
daily high and low price of the Common Stock on the New York Stock
Exchange on June 25, 1999.
(3) Shares of Common Stock relating to the Mestek, Inc. Savings & Retirement
Plan. (4) Shares of Common Stock relating to the Mestek, Inc. Retirement Savings
Plan. (5) Shares of Common Stock relating to the Boyertown Foundry Company
Savings and Retirement Plan.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Mestek, Inc., a Pennsylvania
corporation (the "Company") are incorporated by reference into this Registration
Statement:
The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Act of 1934 since the end of
the fiscal year covered by the Company's Annual
Report referred to in (a) above; and
The description of the Company's Common Stock, $.01 no
par value per share, 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 the Common
Stock.
The Annual Report on Form 11-K for the fiscal year ended December 31,
1997 for the Mestek, Inc. Savings & Retirement Plan is incorporated by reference
in connection with transactions by the Mestek, Inc. Savings & Retirement Plan.
The Annual Report on Form 11-K for the fiscal year ended December 31, 1997 for
the Mestek, Inc. Retirement Savings Plan is incorporated by reference in
connection with transactions by the Mestek, Inc.
Retirement Savings Plan.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all of the 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 filing of such
documents. Any statement contained in a document incorporated by reference
herein as set forth above shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
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<PAGE>
Inapplicable.
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 attorneys' 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 circumstance because he has met the applicable standard of conduct contained
the Agreement 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, event 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
obligations under the Agreements.
Item 7. Exemption From Registration Claimed.
Inapplicable.
Item 8. Exhibits.
Exhibit Number Description
23.2 Consent of Grant Thornton LLP.
25.1 Power of Attorney (included on the signature page of the
Registration Statement).
The Mestek, Inc. Savings & Retirement Plan, the Mestek, Inc. Retirement
Savings Plan and the Boyertown Foundry Company Savings and Retirement Plan, and
any amendment(s) thereto will be submitted to the IRS in a timely manner and
will make all changes required by the IRS in order to qualify the plan.
Item 9. Undertakings.
Rule 415 Offering. The undersigned registrant hereby undertakes:
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<PAGE>
(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 (the "Securities
Act");
(ii) To reflect in the Prospectus any facts of 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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement; and (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 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 (the "Exchange Act")
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.
Filings Incorporating Subsequent Exchange Act Documents by Reference.
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 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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.
Filing of Registration Statement on Form S-8. 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 opinion of the 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 proceedings) 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 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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<PAGE>
SIGNATURES
The Registrant. 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, Commonwealth of Massachusetts, on the
29th day of June, 1999.
MESTEK, INC.
By: /s/JOHN E. REED
Name: John E. Reed
Title: Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
In accordance with 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 stated. Each person whose signature to this
Registration Statement appears below hereby appoints John E. Reed or Stephen M.
Shea as his attorney-in-fact to sign on his behalf, individually and in the
capacities stated below, and to file any and all amendments and post-effective
amendments to this Registration Statement, which amendment or amendments may
make such changes and additions as such attorney-in-fact may deem necessary or
appropriate.
Signature Title Date
/s/ Chairman of the Board and Chief Executive June 29, 1999
John E. Reed Officer (principal executive officer)
/s/ Senior Vice President Finance, Chief June 30, 1999
Stephen M. Shea Financial Officer [and Chief Accounting
Officer]
/s/ Director June 29, 1999
A. Warne Boyce
/s/ Director June 30, 1999
E. Herbert Burk
/s/ Director June 29, 1999
William J. Coad
/s/ Director June 30, 1999
David M. Kelly
/s/ Director June 30, 1999
Winston R. Hindle, Jr.
/s/ Director June 29, 1999
David W. Hunter
Director
David R. Macdonald
/s/ Director June 30, 1999
Stewart B. Reed
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<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westfield, Commonwealth of Massachusetts, on
June 28, 1999.
MESTEK, INC. SAVINGS AND RETIREMENT PLAN
By: /s/
Name: Jack E. Nelson
Title: Vice President-Human Resources
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<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westfield, Commonwealth of Massachusetts, on
June 28, 1999.
MESTEK, INC. RETIREMENT SAVINGS PLAN
By: /s/
Name: Jack E. Nelson
Title: Vice President-Human Resources
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<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westfield, Commonwealth of Massachusetts, on
June 28, 1999.
BOYERTOWN FOUNDRY COMPANY
SAVINGS AND RETIREMENT PLAN
By: /s/
Name: Jack E. Nelson
Title: Vice President-Human Resources
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
23.2 Consent of Grant Thornton LLP.
25.1 Power of Attorney (included on the signature page of the
Registration Statement).
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<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 5, 1999 accompanying the
consolidated financial statements and schedule included in the Annual Report of
Mestek, Inc. and subsidiaries on Form 10-K for the year ended December 31, 1998.
We hereby consent to the incorporation by reference of said report in the
Registration Statement of Mestek, Inc. and subsidiaries on Form S-8, relating to
the Mestek, Inc. Savings & Retirement Plan, Mestek, Inc. Retirement Savings Plan
and Boyertown Foundry Company Savings and Retirement Plan.
GRANT THORNTON LLP
Boston, Massachusetts
June 30, 1999
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