As filed with the Securities and Exchange Commission on December 10, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MOORE PRODUCTS CO.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1427830
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Sumneytown Pike
Spring House, Pennsylvania 19477
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
MOORE PRODUCTS CO.
1997 NON-EMPLOYEE DIRECTORS' EQUITY INCENTIVE PLAN
--------------------------------------------------
(Full title of the plan)
R.E. Wisniewski
Secretary & Treasurer
Moore Products Co.
Sumneytown Pike
Spring House, PA 19477
(215) 646-7400
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(Name, address and telephone number of agent for service)
Copy to:
John C. Bennett, Jr., Esq.
Drinker Biddle & Reath LLP
1100 Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share(2) price(2) fee
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Common Stock,
par value $1.00 7,000 shares $21.50 $ 150,500
per share. 43,000 shares $36.125 $1,553,375
TOTAL 50,000 shares $1,703,875 $502.64
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares as may become issuable under the
Plan in connection with share splits, share dividends or similar
transactions.
(2) Calculated pursuant to Rule 457(c) and (h). As to shares subject to
outstanding but unexercised options, the price and fee are computed based
upon the price at which such options may be exercised. As to the remaining
shares, the price and fee are computed based upon a price per share of
$36.125, the average of the high and low prices for the Common Stock as
reported on the NASDAQ National Market System on December 8, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
(Not required to be filed as part of this
registration statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Moore Products Co. (the "Company" or "Registrant") hereby incorporates the
following documents into this Registration Statement by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;
(c) the description of the Company's Common Stock contained in Item 5
of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994 and the Company's Restated Articles of Incorporation as contained in
Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this Registration Statement, but 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 filing of such documents.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable
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<PAGE>
Item 6. Indemnification of Directors and Officers.
The By-laws of the Company currently provide essentially that the Company
shall indemnify its directors and officers against all costs, damages or
expenses (including attorneys' fees) which may be imposed upon or actually and
necessarily incurred by them in connection with any claim, action, suit or
proceeding in which they may be involved or may be a party by reason of having
been directors or officers or by reason of any alleged act or omission in such
capacity unless they shall be finally adjudged in an action, suit or proceeding
to be liable for conduct amounting to bad faith, and except that, in the event
of a settlement, indemnification shall only be provided in connection with such
matters covered by the settlement as to which the Company is advised by counsel
that the person to be indemnified was not liable for conduct amounting to bad
faith. However, the By-laws further state that the indemnification provided for
therein is not exclusive of any other right to indemnification which a director
or officer might have under agreement, by vote of the stockholders of the
Company, or otherwise.
The Pennsylvania Business Corporation Law (the "PBCL") also requires a
Pennsylvania company to indemnify its directors and officers against expenses
(including attorneys' fees with respect to third party actions and actions by or
on behalf of the company) where the director or officer has been successful on
the merits in defense of such actions. The PBCL further expressly authorizes,
but does not require, a company to advance expenses to its directors and
officers involved in such proceedings, to maintain liability insurance on behalf
of directors and officers, and generally to provide broad indemnification to its
directors and officers, except in cases where a director's or officer's act or
failure to act is determined by a court to have constituted willful misconduct
or recklessness.
The Company's By-laws also essentially limit the personal liability of
directors of the Company for monetary damages for any act or omission as a
director to the fullest extent permitted under the terms of the Pennsylvania
Directors' Liability Act or under any applicable Pennsylvania statute thereafter
enacted. This provision may prevent the Company and its shareholders (through
shareholder derivative suits on behalf of the Company) from recovering monetary
damages against a director of the Company for breach of certain fiduciary duties
as a director (including breaches resulting from grossly negligent conduct).
This provision does not, however, exonerate directors of the Company from
liability (i) pursuant to any criminal statute, (ii) for the payment of taxes
pursuant to federal, state or local law or (iii) for self-dealing, willful
misconduct or recklessness.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
4a. Moore Products Co. 1997 Non-Employee Directors' Equity Incentive
Plan (incorporated by reference to Exhibit 10b to Registrant's
Report on Form 10-Q for the quarter ended September 30, 1997).
b. Restated Articles of Incorporation (incorporated by reference to
Exhibit 3(i) to Registrant's Report on Form 10-Q for the quarter
ended September 30, 1997).
c. By-laws, as amended (incorporated by reference to Exhibit 3b to
Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1991).
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<PAGE>
d. Instruments defining the rights of securityholders.
(Reference is made to (i) Articles 5 and 10 of the Registrant's
Restated Articles of Incorporation referred to in Exhibit 4b
above and (ii) Articles III, IV, VIII, X and XIII of the
Registrant's By-laws, as amended, referred to in Exhibit 4c
above.
5 Opinion of Drinker Biddle & Reath LLP (Counsel to Registrant)
23 Consents of Experts and Counsel
a. Consent of Ernst & Young LLP (Independent Auditors)
b. (the consent of counsel is contained in the opinion filed as
Exhibit 5 hereto)
24 Powers of Attorney (see signature page)
Item 9. Undertakings.
1. Undertakings Required by Regulation S-K Item 512(a).
The undersigned Registrant hereby undertakes as follows:
(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, represents a fundamental change
in the information set forth in the 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
(i) and (ii) above 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 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 post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
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<PAGE>
2. Undertaking Required by Regulation S-K Item 512(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) of the Securities Exchange
Act of 1934 (and, if applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Undertaking Required by Regulation S-K Item 512(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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<PAGE>
SIGNATURES AND POWERS OF ATTORNEY
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 Spring House, Pennsylvania on December 9, 1997.
MOORE PRODUCTS CO.
By /s/ Donald E. Bogle
--------------------------------
Donald E. Bogle
President and
Chief Executive Officer
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<PAGE>
Each person whose signature appears below hereby constitutes and appoints
William B. Moore and Edward J. Curry as his or her attorneys-in-fact and agents,
with full power of substitution and resubstitution for him or her, in any and
all capacities, to sign any or all amendments or post-effective amendments to
this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, granting unto each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-in-fact and
agents or his substitutes may do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Donald E. Bogle President and December 9, 1997
- -------------------- Chief Executive Officer
Donald E. Bogle
/s/ Robert E. Wisniewski Secretary and December 9, 1997
- ------------------------ Treasurer (Principal
Robert E. Wisniewski Financial and Accounting Officer)
/s/ Robert B. Adams Director December 9, 1997
- -------------------
Robert B. Adams
/s/ Edward J. Curry Director December 9, 1997
- -------------------
Edward J. Curry
/s/ Director ________ _, 1997
- -------------------
F. Lawton Hindle
/s/ Edward T. Hurd Director December 9, 1997
- -------------------
Edward T. Hurd
/s/ James O. Moore Director December 9, 1997
- -------------------
James O. Moore
/s/ Director ________ _, 1997
- -------------------
Thomas C. Moore
/s/ William B. Moore Director December 9, 1997
- --------------------
William B. Moore
/s/ Director ________ _, 1997
- -------------------
Ralph H. Owens
/s/ Director ________ _, 1997
- -------------------
Raymond M. Reed
/s/ Edwin G. Rorke Director December 9, 1997
- ------------------
Edwin G. Rorke
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4a Moore Products Co. 1997 Non-Employee Directors' Equity Incentive Plan
(incorporated by reference to Exhibit 10b to Registrant's Report on
Form 10-Q for the quarter ended September 30, 1997).
4b Restated Articles of Incorporation (incorporated by reference to
Exhibit 3(i) to Registrant's Report on Form 10-Q for the quarter ended
September 30, 1997).
4c By-laws, as amended (incorporated by reference to Exhibit 3b to the
Registrant's Report on Form 10-K for the fiscal year ended December
31, 1991).
4d Instruments defining the rights of securityholders. (Reference is made
to (i) Articles 5 and 10 of the Registrant's Restated Articles of
Incorporation referred to in Exhibit 4b above and (ii) Articles III,
IV, VIII, X and XIII of the Registrant's By-laws, as amended, referred
to in Exhibit 4c above.
5 Opinion of Drinker Biddle & Reath LLP (Counsel to Registrant)
23a Consent of Ernst & Young LLP (Independent Auditors)
23b Consent of Drinker Biddle and Reath LLP (included in the opinion filed
as Exhibit 5 hereto)
24 Powers of Attorney (see Signature Page)
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<PAGE>
EXHIBIT 5
LAW OFFICES
DRINKER BIDDLE & REATH LLP
PHILADELPHIA NATIONAL BANK BUILDING
1345 CHESTNUT STREET
PHILADELPHIA, PA 19107-3496
TELEPHONE: (215) 988-2700
FAX: (215) 988-2757
December 4, 1997
Moore Products Co.
Sumneytown Pike
Spring House, PA 19477
Gentlemen:
We have acted as counsel to Moore Products Co. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to 50,000 shares
of Common Shares of the Company, par value $1.00 per share (the "Shares"),
issuable upon the exercise of options granted under the Company's 1997
Non-Employee Directors' Equity Incentive Plan (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Articles of
Incorporation, its By-Laws, resolutions of its Board of Directors and
shareholders, the Plan, and such other documents and corporate records as we
have deemed appropriate in the circumstances.
Based upon the foregoing and consideration of such questions of law as we
have deemed relevant, we are of the opinion that the issuance of the Shares by
the Company upon the exercise of stock options properly granted under the Plan
has been duly authorized by the necessary corporate action of the Board of
Directors and shareholders of the Company, and such Shares, upon exercise of
such options and payment therefor in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable by the Company.
The opinions expressed herein are limited to the federal laws of the United
States and the laws of Pennsylvania.
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<PAGE>
We consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since we have not certified any part of such Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under said Section 7 or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
-----------------------------------
DRINKER BIDDLE & REATH LLP
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<PAGE>
EXHIBIT 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-_____) pertaining to the Moore Products Co. 1997 Non-Employee
Directors' Equity Incentive Plan of our report dated January 31, 1997, with
respect to the consolidated financial statements of Moore Products Co.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
December 8, 1997
