As filed with the Securities and Exchange Commission on December 10, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MOORE PRODUCTS CO.
(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 19477
Spring House, Pennsylvania (Zip Code)
(Address of Principal Executive Offices)
MOORE PRODUCTS CO.
1994 INCENTIVE STOCK OPTION AND NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
R.E. Wisniewski
Secretary & Treasurer
Moore Products Co.
Sumneytown Pike
Spring House, PA 19477
(215) 646-7400
(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
<TABLE>
<CAPTION>
======================================================================================================
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
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 350,700 shares $ 29.00 $10,170,300
par value $1.00
per share. 99,300 shares $ 36.125 $ 3,587,213
TOTAL 450,000 shares $13,757,513 $ 4,058.47
======================================================================================================
</TABLE>
(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
Pursuant to General Instruction E (Registration of Additional
Securities) to Form S-8, the Registrant hereby incorporates by reference the
contents of its Registration Statement on Form S-8 (Registration No. 33-82948)
relating to the Moore Products Co. 1994 Incentive Stock Option and Non-Qualified
Stock Option Plan, except for the Items set forth below.
Item 8. Exhibits.
4 Moore Products Co. 1994 Incentive Stock
Option and Non-Qualified Stock Option Plan,
as amended (incorporated by reference to
Exhibit 10a to Registrant's Report on Form
10-Q for the quarter ended September 30,
1997).
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)
-2-
<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
-3-
<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>
-4-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4 Moore Products Co. 1994 Incentive Stock Option and
Non-Qualified Stock Option Plan, as amended
(incorporated by reference to Exhibit 10a to
Registrant's Report on Form 10-Q for the quarter ended
September 30, 1997).
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)
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 450,000 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 1994 Incentive
Stock Option and Non-Qualified Stock Option 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.
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
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in the Registration Statement (Form S-8
No. 333- ) pertaining to the Moore Products Co. 1994 Incentive Stock Option and
Non-Qualified Stock Option 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
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Philadelphia, Pennsylvania
December 8, 1997
