<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 16, 2000
-------------------------------
MOORE PRODUCTS CO.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 0-545 23-1427830
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1201 Sumneytown Pike
Spring House, PA 19477-0900
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 646-7400
----------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On January 16, 2000, Moore Products Co., a Pennsylvania corporation
("Moore"), entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Siemens Energy & Automation, Inc., a Delaware corporation ("Parent"), and
Malibu Acquisition Corp., a Pennsylvania corporation and wholly owned subsidiary
of Parent ("Sub"). Parent and Sub are indirect subsidiaries of Siemens
Aktiengesellschaft, a German corporation ("Siemens"). Pursuant to the Merger
Agreement, Sub has commenced a tender offer to purchase, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated January 21,
2000, and the related Letter of Transmittal (which together constitute the
"Offer") all of the issued and outstanding (i) shares of common stock, par value
$1.00 per share, of Moore (the "Common Shares") for consideration of $54.71, net
to the seller in cash, per Common Share (the "Common Share Price"), and (ii)
shares of Series A preferred stock, par value $1.00 per share, of Moore (the
"Preferred Shares" and, with the Common Shares, collectively the "Shares") for
consideration of $21.88, net to the seller in cash, per Preferred Share (the
"Preferred Share Price"). The Offer is disclosed in the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") filed by Parent, Sub and Siemens with
the Securities and Exchange Commission (the "Commission") on January 21, 2000.
The recommendation of the Board of Directors of Moore with respect to the Offer
is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9
filed by Moore with the Commission on January 21, 2000.
The Offer is conditioned upon, among other things, there being tendered
(and not withdrawn) or otherwise acquired by Parent or any of its affiliates
prior to the expiration date of the Offer at least a majority of (i) the Fully
Diluted Voting Power (as defined in the Merger Agreement), and (ii)(A) the
outstanding Preferred Shares and (B) the Fully Diluted Shares (as defined in the
Merger Agreement). The Offer is also conditioned upon the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended. The Merger Agreement also provides, among other things, that upon
the terms and subject to the conditions contained therein and in accordance with
the Pennsylvania Business Corporation Law (the "PBCL"), as promptly as
practicable after the purchase of the Shares pursuant to the Offer and the
satisfaction or waiver of the conditions contained therein, Sub will be merged
with and into Moore (the "Merger"), with Moore continuing as the surviving
corporation in the Merger as a wholly-owned subsidiary of Parent. At the
effective time of the Merger (the "Effective Time"), each issued and outstanding
Share not tendered in the Offer (other than Shares held by Moore, Parent or any
subsidiary of Moore or Parent, and Shares held by shareholders who properly
exercise their dissenters' rights under the PBCL), will be converted into the
right to receive the Common Share Price or the Preferred Share Price, as
applicable, without interest thereon. The Merger Agreement further provides that
immediately prior to the Effective Time, all then outstanding stock options
granted under Moore's 1994 Stock Option Plan and 1997 Non-Employee Directors'
Equity Incentive Plan (the "Options") (1) will become fully vested, (2) the
holders of such Options will become entitled to receive a payment in cash from
Moore equal to the product of (i) the number of Common Shares subject to their
Options and (ii) the excess, if any, of the Common Share Price over the exercise
price of such Options, and (3) such Options will be cancelled.
-2-
<PAGE>
The preceding description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, a copy of which has been filed as
Exhibit (c)(1) to the Schedule 14D-1 and is incorporated herein by reference.
Concurrently with the execution of the Merger Agreement, as required by
Parent and Sub, certain shareholders of Moore (including members of the Moore
family and all of the Moore's Directors) who are the beneficial owners of
approximately 55% of the total voting power of Moore on a fully diluted basis,
entered into a Tender and Option Agreement (the "Tender Agreement") with Moore,
Parent and Sub pursuant to which such shareholders have agreed, among other
things, to grant Parent and Sub an option to purchase the Shares subject thereto
upon the occurrence of certain events and to tender in the Offer, and not
withdraw therefrom, the Shares owned by such shareholders, as well as any other
Moore securities acquired by such shareholders prior to the expiration of the
Offer, including pursuant to the exercise of Options.
The preceding description of the Tender Agreement is qualified in its
entirety by reference to the Tender Agreement, a copy of which has been filed as
Exhibit (c)(3) to the Schedule 14D-1 and is incorporated herein by reference.
On January 17, 2000, Moore and Parent issued a joint press release
relating to the execution of the Merger Agreement and the Tender Agreement. A
copy of this press release has been filed as Exhibit (a)(8) to the Schedule
14D-1 and is incorporated herein by reference. Additionally, on January 21,
2000, Moore and Parent issued a joint press release relating to the commencement
of the Offer. A copy of this press release has been filed as Exhibit (a)(9) to
the Schedule 14D-1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
-------
2.1 Agreement and Plan of Merger dated January 16, 2000 among
Siemens Energy & Automation, Inc., Malibu Acquisition Corp.,
and Moore Products Co. (incorporated herein by reference to
Exhibit (c)(1) to the Schedule 14D-1).
3(2) Moore Products Co. By-Laws, as amended through January 14,
2000 (filed herewith).
-3-
<PAGE>
4.1 Tender and Option Agreement, dated January 16, 2000, among
Siemens Energy & Automation, Inc., Malibu Acquisition Corp.,
Moore Products Co. and the Shareholders of Moore Products Co.
listed on Schedule A thereto (incorporated by reference to
Exhibit (c)(3) to the Schedule 14D-1).
99.1 Joint Press Release of Moore Products Co. and Siemens Energy &
Automation, Inc. dated January 17, 2000 (incorporated by
reference to Exhibit (a)(8) to the Schedule 14D-1).
99.2 Joint Press Release of Moore Products Co. And Siemens Energy &
Automation, Inc. dated January 21, 2000 (incorporated by
reference to Exhibit (a)(9) to the Schedule 14D-1).
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOORE PRODUCTS CO.
Date: January 27, 2000 By: /s/ Robert E. Wisniewski
-----------------------------------------------
Robert E. Wisniewski
Secretary and Treasurer
-5-
<PAGE>
Exhibit Index
-------------
No. Description
- --- -----------
2.1 Agreement and Plan of Merger dated January 16, 2000 among Siemens
Energy & Automation, Inc., Malibu Acquisition Corp., and Moore
Products Co. (incorporated herein by reference to Exhibit (c)(1) to
the Schedule 14D-1).
3(2) Moore Products Co. By-Laws, as amended through January 14, 2000 (filed
herewith).
4.1 Tender and Option Agreement, dated January 16, 2000, among Siemens
Energy & Automation, Inc., Malibu Acquisition Corp., Moore Products
Co. and the Shareholders of Moore Products Co. listed on Schedule A
thereto (incorporated by reference to Exhibit (c)(3) to the Schedule
14D-1).
99.1 Joint Press Release of Moore Products Co. and Siemens Energy &
Automation, Inc. dated January 17, 2000 (incorporated by reference to
Exhibit (a)(8) to the Schedule 14D-1).
99.2 Joint Press Release of Moore Products Co. And Siemens Energy &
Automation, Inc. dated January 21, 2000 (incorporated by reference to
Exhibit (a)(9) to the Schedule 14D-1).
<PAGE>
Exhibit 3(2)
------------
B Y - L A W S
MOORE PRODUCTS CO.
Incorporating All Changes Made
Through January 14, 2000
<PAGE>
B Y - L A W S
MOORE PRODUCTS CO.
ARTICLE I - OFFICES
1. The registered office of the corporation shall be at Sumneytown Pike,
Spring House, Pennsylvania 19477.
2. The corporation may also have offices at such other places as the Board
of Directors may from time to time appoint or the business of the corporation
may require.
ARTICLE II - SEAL
1. The Corporate Seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Pennsylvania."
ARTICLE III - SHAREHOLDERS' MEETING
1. Meetings of the shareholders shall be held at the office of the
corporation at Sumneytown Pike, Spring House, Pennsylvania 19477, or at such
other place or places, either within or without the Commonwealth of
Pennsylvania, as may from time be stated in the notice of meeting.
2. The annual meeting of the shareholders shall be held at a date to be
fixed by the Board of Directors between April 15th and May 15th inclusive in
each year, when they shall elect directors, and transact such other business as
may properly be brought before the meeting. If the annual meeting shall not be
called and held within six months after the designated time, any shareholder may
call such meeting.
3. The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of each class entitled to vote shall constitute a quorum at
all meetings of the shareholders for the transaction of business except as
otherwise provided by law, by the Articles of Incorporation or by these By-Laws.
If, however, such quorum shall not be present or represented at any meeting of
the shareholders, those entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
number of shares shall be present. In the case of any meeting called for the
election of directors, adjournment or adjournments may be taken only from day to
day until such directors have been elected, and those who attend the second of
such adjourned meetings, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing directors.
<PAGE>
4. At each meeting of the shareholders every shareholder having the right
to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing subscribed by such shareholder and delivered to the
secretary at the meeting. No unrevoked proxy shall be valid after eleven months
from the date of its execution, unless a longer time is expressly provided
therein, but in no event shall a proxy, unless coupled with an interest, be
voted on after three years from the date of its execution. In all elections for
directors, no cumulative voting shall be allowed. Except upon demand made by a
shareholder at an election for directors before the voting begins, the election
need not be by ballot. No share shall be voted at any meeting upon which any
installment is due and unpaid. The original share ledger or transfer book, or a
duplicate thereof kept in this Commonwealth, shall be prima facie evidence of
the right of the person named therein to vote thereon.
5. Written notice of the annual meeting shall be mailed to each
shareholder entitled to vote thereat, at such address as appears on the books of
the corporation, at least ten (10) days prior to the meeting.
6. In advance of any meeting of shareholders, the Board of Directors may
appoint judges of election, who need not be shareholders, to act at such meeting
or any adjournment thereof. If judges of election be not so appointed, the
chairman of any such meeting may, and on the request of any shareholder or his
proxy, shall make such appointment at the meeting. The number of judges shall be
one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares present and entitled to vote
shall determine whether one or three judges are to be appointed. On request of
the chairman of the meeting, or of any shareholder or his proxy, the judges
shall make a report in writing of any challenge or question or matter determined
by them, and execute a certificate of any fact found by them. No person who is a
candidate for office shall act as a judge.
7. Special meetings of the shareholders may be called at any time by the
President, or the Board of Directors, or the holders of not less than one-fifth
of any class of shares outstanding and entitled to vote. At any time, upon
written request of any person entitled to call a special meeting, it shall be
the duty of the Secretary to call a special meeting of the shareholders, to be
held at such time as the secretary may fix, not less than ten (10) nor more than
sixty (60) days after receipt of the request.
8. Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto.
9. Written notice of a special meeting of shareholders stating the time
and place and object thereof, shall be mailed, postage prepaid, to each
shareholder entitled to vote thereat at such address as appears on the books of
the corporation, at least ten (10) days before such meeting, unless a greater
period of notice is required by statute in a particular case.
10. The officer or agent having charge of the transfer books shall make, at
least ten (10) days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list shall be
subject to inspection by any shareholder at any time during the usual
-2-
<PAGE>
business hours. Such list shall also be produced and kept open at the time and
place of the meeting, and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger or transfer
book, or a duplicate thereof kept in this Commonwealth, shall be prima facie
evidence as to who are the shareholders entitled to examine such list or share
ledger or transfer book, or to vote in person or by proxy, at any meeting of the
shareholders.
ARTICLE IV - DIRECTORS
1. The business of the corporation shall be managed by a Board of
Directors, not less than five nor more than eleven in number, who need not be
residents of this Commonwealth or shareholders of this corporation. The Board
shall be divided into four classes of directors. At the annual meeting of the
shareholders held in 1973, the shareholders shall elect four classes of
directors to serve for terms of four years, three years, two years and one year.
At each annual meeting of the shareholders held after 1973, the shareholders
shall elect one class of directors to serve for a term of four years. The total
number of directors and the number of directors in each class (all of which
shall be as nearly equal as possible), shall be fixed by resolution of the
Board, and may be changed from time to time by resolution of the Board prior to
any election. Directors may also be elected for terms less than four years, to
fill vacancies or to equalize the classes of directors.
The Board of Directors shall choose one director to serve as Chairman. The
Chairman shall hold office for one year or until a successor is chosen and has
qualified. The Chairman shall preside at all meetings of the shareholders and
directors at which such Chairman is present and shall have such further
authority and duties as from time to time shall be prescribed by the Board. The
position of Chairman may also be accorded officerial status if expressly so
prescribed by resolution of the Board pursuant to Section 1 of Article V of
these By-Laws.
Vacancies in the Board of Directors, including vacancies resulting from an
increase in the number of directors, shall be filled by a majority of the
remaining members of the Board though less than a quorum, and each person so
elected shall be a director until his successor is elected by the shareholders,
who may make such election at the next annual meeting of the shareholders or at
any special meeting duly called for that purpose and held prior thereto.
2. In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the Board may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
or by these By-Laws directed or required to be exercised or done by the
shareholders.
3. The meetings of the Board of Directors may be held at such place within
this Commonwealth, or elsewhere, as a majority of the directors may from time to
time appoint, or as may be designated in the notice calling the meeting.
4. Each newly elected Board shall meet at such place and time as may be
fixed by the shareholders at the meeting at which such directors are elected and
no notice shall be necessary
-3-
<PAGE>
to the newly elected directors in order legally to constitute the meeting, or
(if such place and time are not fixed by the shareholders) they may meet at such
place and time as may be fixed by the consent in writing of all the directors.
5. Regular meetings of the Board shall be held without notice on the
fourth Friday of February, and the first Friday of May, August, and November at
11:30 o'clock A.M. at the registered office of the corporation, or at such other
time and place as shall be determined by the Board.
6. Special meetings of the Board may be called by the President on one
day's notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two directors.
7. A majority of the directors in office shall be necessary to constitute
a quorum for the transaction of business, and the acts of a majority of the
directors present at a meeting at which a quorum is present shall be the acts of
the Board of Directors. If all the directors shall severally or collectively
consent in writing to any action to be taken by the corporation, such action
shall be as valid corporate action as though it had been authorized at a meeting
of the Board of Directors.
8. Directors as such, shall not receive any stated salary for their
services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board PROVIDED, that nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
9. A director of the Corporation shall not be personally liable for
monetary damages for any action taken, or any failure to take any action, as a
director to the fullest extent permitted under the terms of the Directors'
Liability Act, 42 Pa. C.S. S8361 et seq., as the same may be amended from time
to time, or under any applicable Pennsylvania statute thereafter enacted. This
limitation of liability shall be effective, to the extent permitted by
applicable law, with respect to any actions taken or omitted occurring on or
after January 27, 1987. Any repeal or modification of this section shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE V - OFFICERS
1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, Secretary and Treasurer. The Board of
Directors may also, by resolution, accord officerial status to the Chairman, and
may choose as officers one or more Vice-Presidents and such other officers,
assistants and agents as it shall deem necessary. The foregoing officers shall
have such authority and shall perform such duties as from time to time shall be
prescribed by the Board. Any two or more offices may be held by the same person,
except the offices of President and Secretary. It shall not be necessary for the
officers to be directors.
-4-
<PAGE>
2. The salaries of all officers of the corporation shall be fixed by the
Board of Directors. The salaries of assistants, agents or employees shall be
fixed by the President or by such subordinate as he may designate.
3. The officers of the corporation shall hold office for one year and
until their successors are chosen and have qualified. Any officer elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in their judgment the best interests of the corporation will be served
thereby.
4. The President shall be the chief executive officer of the corporation;
he shall have general and active management of the business of the corporation,
and shall see that all orders and resolutions of the Board are carried into
effect, subject, however, to the right of the directors to delegate any specific
powers, except such as may be by statute exclusively conferred on the President,
to any other officer or officers of the corporation. He shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
corporation. He shall be EX-OFFICIO a member of all committees, and shall have
the general powers and duties of supervision and management usually vested in
the office of President of a corporation.
5. The Secretary shall attend all sessions of the Board and all meetings
of the shareholders and act as clerk thereof, and record all the votes of the
corporation and the minutes of all its transactions in a book to be kept for
that purpose; and shall perform like duties for all committees of the Board of
Directors when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall keep in safe custody the corporate
seal of the corporation, and when authorized by the Board, affix the same to any
instrument requiring it.
6. The Treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation, and shall keep the moneys of the corporation in a
separate account to the credit of the corporation. He shall disburse the funds
of the corporation as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the President and directors, at the
regular meetings of the Board, or whenever they may require it, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
ARTICLE VI - VACANCIES
1. If the office of any officer, one or more, becomes vacant for any
reason, the Board of Directors may choose a successor or successors, who shall
hold office for the unexpired term in respect of which such vacancy occurred.
2. Vacancies in the Board of Directors shall be filled by a majority of
the remaining members of the Board though less than a quorum, and each person so
elected shall be a director until his successor is elected by the shareholders,
who may make such election at the next annual
-5-
<PAGE>
meeting of the shareholders or at any special meeting duly called for that
purpose and held prior thereto, to serve for the unexpired term of the director
whose place is being filled.
ARTICLE VII - CORPORATE RECORDS
There shall be kept at the registered office of the corporation an original
or duplicate record of the proceedings of the shareholders and of the directors,
and the original or a copy of its By-Laws, including all amendments or
alterations thereto to date, certified by the Secretary of the corporation. An
original or duplicate share register shall also be kept at the registered
office, or at the office of a transfer agent within this Commonwealth, giving
the names of the shareholders in alphabetical order, and showing their
respective addresses, the number and classes of shares held by each, the number
and date of certificates issued for the shares, and the number and date of
cancellation of every certificate surrendered for cancellation.
ARTICLE VIII - CAPITAL STOCK
1. Certificates for Shares. Subject to the requirements prescribed by law,
-----------------------
the share certificates of the corporation shall be in such form as shall be
approved by the Board of Directors. The certificates of each class shall be
distinctively marked and shall be consecutively numbered and registered in the
share register as they are issued. Every share certificate shall be signed by
the President or Vice-President and the Secretary or the Treasurer, either
manually or by facsimile signature as permitted by law, and shall be sealed with
the corporate seal which may be a facsimile, engraved or printed. In case any
officer who has signed or whose facsimile signature appears on any share
certificate shall have ceased to be such officer because of death, resignation
or otherwise, before the certificate is issued, it may be issued by the
corporation with the same effect as if the officer had not ceased to be such as
of the date of its issue.
2. Registered Shareholders. The corporation shall be entitled to treat the
-----------------------
registered holder of any share or shares as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to, or
interest in, such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, save as otherwise expressly
provided by statute.
3. Transfers of Shares. Shares of the corporation shall be transferred
-------------------
only on its books upon the surrender to the corporation or its transfer agent of
the share certificate or certificates therefor duly endorsed by the person named
therein, or accompanied by proper evidence of succession, assignment or
authority to transfer such shares. In such event, the surrendered certificate or
certificates shall be canceled, a new certificate or certificates shall be
issued to the person entitled thereto, and the transaction shall be recorded
upon the books of the corporation.
4. Lost, Destroyed and Mutilated Certificates. The Board of Directors, by
------------------------------------------
standing resolution or by resolutions with respect to particular cases, may
authorize the issue of new share certificates in lieu of share certificates
lost, destroyed or mutilated, upon such terms and
-6-
<PAGE>
conditions as the Board may direct or as any transfer agent and/or registrar
appointed by the Board may determine.
5. Directors May Fix Record Date. The Board of Directors may fix a time
-----------------------------
not less than seven or more than seventy days prior to the date of any meeting
of the shareholders, or the date fixed for the payment of any dividend or
distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or go into effect, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, or entitled to receive payment of any such
dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or exchange of
shares. In such case, only such shareholders as shall be shareholders of record
on the date so fixed shall be entitled to notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any record date so
fixed.
6. Subject to the provisions of the statutes, the Board of Directors may
declare and pay dividends upon the outstanding shares of the corporation out of
its surplus from time to time and to such extent as they deem advisable, in
cash, property or in shares of the corporation.
7. Before payment of any dividend, there may be set aside out of the net
profits of the corporation such sum or sums as the directors, from time to time,
in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purposes as the directors shall
think conducive to the interests of the corporation, and the directors may
abolish any such reserve in the manner in which it was created.
ARTICLE IX - INDEMNIFICATION
1. Indemnification. The corporation shall indemnify, to the fullest extent
---------------
permitted by the Pennsylvania Business Corporation Law of 1988, as amended, any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, including actions by or
in the right of the corporation, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the corporation, or is or was serving while a director or officer of
the corporation at the request of the corporation as a director, officer or
fiduciary of another corporation for profit or not-for-profit, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
expenses (including attorneys' fees), judgments, fines, excise taxes and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such action or proceeding unless a judgment or other adjudication
establishes that his or her acts or omissions were: (a) committed in bad faith
or were the result of active and deliberate dishonesty and were material to the
cause of action so deliberated or (b) arising out, based upon or attributable to
the gaining in fact of any financial profit or any other advantage to which he
or she is not legally entitled.
-7-
<PAGE>
2. Advancement of Expenses. Expenses (including attorneys' fees) incurred
-----------------------
by an officer or director of the corporation in defending any action or
proceeding referred to in Paragraph 1 above shall be paid by the corporation in
advance of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the corporation.
3. Procedure for Determining Permissibility. To determine whether any
----------------------------------------
indemnification or advance of expenses under this Article IX is permissible, the
Board of Directors by a majority vote of a quorum consisting of directors who
are not parties to such action or proceeding referred to in Paragraph 1 may, and
on request of any person seeking indemnification or advance of expenses shall,
determine in each case whether the standards under applicable law have been met,
or such determination shall be made by independent legal counsel if such quorum
is not obtainable, or, even if obtainable a majority vote of a quorum of
disinterested directors so directs.
4. Other Rights. The indemnification and advancement of expenses provided
------------
by or pursuant to this Article IX shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under the corporation's Articles of Incorporation, any insurance or
other agreement, vote of shareholders or directors or otherwise, both as to
actions in their official capacity and as to actions in another capacity while
holding an office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such person.
ARTICLE X - MISCELLANEOUS PROVISIONS
1. All checks or demands for money and notes of the corporation shall be
signed by such one or more officers or agents, in such combinations, as the
Board of Directors may from time to time designate.
2. The fiscal year shall begin the first day of January each year.
3. Whenever written notice is required to be given to any person, it may
be given to such person, either personally or by sending a copy thereof through
the mail, or by telegram, charges prepaid, to his address appearing on the books
of the corporation, or supplied by him to the corporation for the purpose of
notice. If the notice is sent by mail or by telegraph, it shall be deemed to
have been given to the person entitled thereto when deposited in the United
States mail or with a telegraph office for transmission to such person. Such
notice shall specify the place, day and hour of the meeting and, in the case of
a special meeting, the general nature of the business to be transacted.
4. Whenever any written notice is required by statute, or by the Articles
or By-Laws of this corporation, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Except
in the case of a special meeting, neither the business to be transacted at nor
the purpose of the meeting need be specified in the waiver of notice of such
meeting. Attendance
-8-
<PAGE>
of a person, either in person or by proxy, at any meeting shall constitute a
waiver of notice of such meeting, except where a person attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting was not lawfully called or convened.
5. It is specifically provided that Section 910 of the Pennsylvania
Business Corporation Law shall not be applicable to Moore Products Co.
6. The following provisions of the Act of April 27, 1990 (No. 36) amending
the Pennsylvania Business Corporation Law of 1988 and related statutes shall not
be applicable to the Corporation: (1) Subchapter G of Chapter 25 (15 Pa. C.S.
S2561 through S2567) (including Subchapters I (15 Pa. C.S. S2581 though S2583)
and J (15 Pa. C.S. S2585 through S2588) which are dependent upon Subchapter G);
and (2) Subchapter H of Chapter 25 (15 Pa. C.S. S2571 through S2575). This
Section shall be effective July 25, 1990.
ARTICLE XI - ANNUAL STATEMENT
1. The President shall cause to be sent to the shareholders prior to each
annual meeting a full and complete statement of the business and affairs of the
corporation for the preceding year, certified by independent certified public
accountants.
ARTICLE XII - EXECUTIVE COMMITTEE
The Board of Directors may by resolution adopted by a majority of the whole
Board designate two or more of its number to constitute an Executive Committee,
which to the extent provided in such resolution shall have and exercise the
authority of the Board of Directors in the management of the business of the
corporation. Vacancies in the membership of the committee shall be filled by the
Board of Directors at a regular or special meeting of the Board of Directors.
The Executive Committee shall keep records of its actions and report the same to
the Board when required.
ARTICLE XIII - AMENDMENTS
1. These By-Laws may be altered, amended or repealed by the affirmative
vote of a majority of the shares issued and outstanding and entitled to vote
thereat at any regular or special meeting of the shareholders, if notice of the
proposed alteration, amendment or repeal be contained in the notice of the
meeting.
2. These By-Laws may also be altered, amended or repealed by the vote of a
majority of the whole Board of Directors at any regular meeting or at a special
meeting duly convened after notice to the directors of that purpose, subject
always to the power of the shareholders to change such action by the directors.
-9-
