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As filed with the Securities and Exchange Commission on December 1, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FIGGIE INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1297376
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
4420 Sherwin Road
Willoughby, Ohio 44094
(Address of Principal Executive Offices, including Zip Code)
FIGGIE INTERNATIONAL INC. KEY EMPLOYEES' STOCK OPTION PLAN
(Full Title of the Plan)
Copy to:
L.A. Harthun, Esq. Douglas A. Neary, Esq.
Senior Vice President, Calfee, Halter & Griswold
General Counsel and Secretary 800 Superior Avenue
4420 Sherwin Road Cleveland, Ohio 44114
Willoughby, Ohio 44094 (216) 622-8200
(216) 953-2700
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee
<S> <C> <C> <C> <C>
Class A
Common Stock, 1,500,000 $6.6875 $10,031,250 $3,460
par value shares
$.10 per share
_______________________________________________________________________________
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the
high and low prices as quoted on the NASDAQ National Market System
for November 29, 1994.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Figgie International Inc. (the "Company"), previously
filed with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, June 31 and September 30, 1994; and
3. The Company's definitive Proxy Statement used in connection with its
Annual Meeting of Stockholders held on October 19, 1994,
other than the portions of such documents, which by statute, by designation in
such document or otherwise, are not deemed to be filed with the Commission or
are not required to be incorporated herein by reference.
Any document(s) filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Registration
Statement, 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 a part hereof from the date of filing of
such documents, other than the portions of such documents which by statute,
by designation in such document or otherwise, are not deemed to be filed with
the Commission or are not required to be incorporated herein by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other subsequently filed document that also is, or is deemed to be,
incorporated by reference in this Registration Statement 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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Item 6. Indemnification of Directors and Officers
Article VI of the Company's ByLaws provides in part that the Company shall
indemnify any person who was or is an "authorized representative" of the
Company (which means, for purposes of Article VI, a Director or officer of the
Company, or a person serving at the request of the Company as a director,
officer, or trustee, of another corporation, partnership, joint venture,
trust or other enterprise) and who was or is a "party" (which includes, for
purposes of Article VI, the giving of testimony or similar involvement) or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative,
other than an action by or in the right of the Company by reason of the fact
that such person was or is an authorized representative of the Company,
against expenses (including attorneys' fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such third party proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in, or not
opposed to, the best interests of the Company and, with respect to any
criminal third party proceedings (which could or does lead to a criminal
third party proceeding), had no reasonable cause to believe was unlawful.
Article VI of the Company's ByLaws also provides that the Company shall
indemnify any person who was or is an authorized representative of the
Company and who was or is a party or is threatened to be made
a party to any "corporate proceeding" (which means, for
purposes of Article VI, any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor or
investigative proceeding by the Company) by reason of the fact that such
person was or is an authorized representative of the Company,
against expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such corporate action 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, except that no
indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company
unless and only to the extent that the Court of Chancery or the court in
which such corporate proceeding was pending shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such authorized representative is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
In addition, Article VI of the Company's ByLaws provides that, to the extent
that an authorized representative of the Company has been successful on
the merits or otherwise in defense of any third party or corporate
proceedings or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses actually and reasonably
incurred by such person in connection therewith.
Determinations with respect to indemnification shall be made by the Board of
Directors by a majority of a quorum consisting of Directors who were not
parties to such third party or corporate proceedings; or if such a quorum is
not obtainable or, even if obtainable, if a majority vote of such a quorum so
directs, by independent legal counsel in a written opinion; or by the
stockholders.
The General Corporation Law of the State of Delaware provides that the
Company may maintain insurance to cover losses incurred pursuant to
liability of Directors and officers of the Company, which insurance, if any,
may cover liabilities of Directors and officers of the Company arising under
the Securities Act of 1933.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the Exhibit Index at Page E-1 of this Registration Statement.
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; 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 (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 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
that is incorporated by reference in this 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.
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C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions described under Item 6 above, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Company
of expenses incurred or paid by a Director, officer or controlling
person of the Company 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
Company 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 Securities
Act of 1933 and will be governed by the final adjudication of
such issue.
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 Cleveland, State of Ohio, this 1st day of
December, 1994.
FIGGIE INTERNATIONAL INC.
By: /s/ Walter M. Vannoy
Walter M. Vannoy,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on December 1, 1994.
Signature Title
/s/ Walter M. Vannoy Chairman of the Board, Chief Executive
Walter M. Vannoy Officer and Director (Principal
Executive Officer)
/s/ Steven L. Siemborski Senior Vice President, Chief Financial
Officer and Director
Steven L. Siemborski (Principal Accounting and Financial
Officer)
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/s/ Dale S. Coenen Director
Dale S. Coenen
/a/ Alfred V. Gangnes Director
Alfred V. Gangnes
/s/ Harrison Nesbit, II Director
Harrison Nesbit, II
Director
A.A. Sommer, Jr.
/s/ F. Rush McKnight Director
F. Rush McKnight
/s/ John S.Lanahan Director
John S. Lanahan
/s/ Harold B. Scott Director
Harold B. Scott
/s/ Fred J. Brinkman Director
Fred J. Brinkman
Director
Vincent A. Chiarucci
/s/ C.B. Robertson, III Director
C.B. Robertson, III
FIGGIE INTERNATIONAL INC.
EXHIBIT INDEX
Exhibit
Number Description
4.1 Restated Certificate of Incorporation of the Company, as amended,
included as Exhibit 19 to the Company's Quarterly Report on Form 10-Q
for the quarter ending June 30, 1987, File No. 1-8591, is hereby
incorporated herein by reference.
4.2 Bylaws of the Company, as amended and restated, included as Exhibit
(19)(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ending June 30, 1989, is
hereby incorporated herein by reference.
4.3 Specimen Certificate of the Company's Class A Common Stock is
contained in the Restated Certificate of
Incorporation, as amended, and Bylaws, as amended, of the
Company incorporated by reference in Exhibits 4.1 and 4.2 above
and are hereby incorporated herein by reference.
4.4 Figgie International Inc. Key Employees' Stock Option Plan included
as Exhibit A to the Company's definitive Proxy Statement filed
September 22, 1994 with the Commission,
is hereby incorporated herein by reference.
4.5 Indenture, dated as of October 1, 1989, between Figgie International
Inc. and Continental Bank, National Association,
as Trustee, with respect to the 9.875% Senior Notes due
October 1, 1999, included as Exhibit (4)(c) to the Company's Annual
Report on Form 10-K for the year ending December 31, 1989,
is hereby incorporated herein by reference.
State Street Trust succeeded Continental Bank as Trustee pursuant
to an agreement dated as of February 7, 1994,
included as Exhibit 4(c) to the Company's
Annual Report on Form 10-K for the year ending December 31, 1993,
which is hereby incorporated herein by reference.
4.6 Second Supplemental Indenture, dated as of December 31, 1986, among
Figgie International Inc. and Marine Midland Bank, N.A.,
as Trustee, with respect to the 10.375% Subordinated Debentures due
April 1, 1998, included as Exhibit (4)(c) to the Company's Annual
Report on Form 10-K for the year ending December 31, 1986, File
No. 1-8591, and the First Supplemental Indenture, dated as of
July 18, 1983, among Figgie International Inc.,
Figgie International Holdings Inc., and Marine Midland Bank, N.A.,
as Trustee, with respect to the 10-3/8% Subordinated Debentures due
1998, along with the Original Indenture dated as of
April 1, 1978, included as Exhibit (3)(4)(f) to the
Company's Form 8-B filed October 19, 1983, File No. 1-8591, with
the Commission are hereby incorporated herein by reference.
5.1 Opinion of Calfee, Halter & Griswold regarding the validity of
the securities being registered (see Page II-14
of this Registration Statement).
24.1 Consent of Arthur Andersen LLP (see Page II-15 of this Registration
Statement).
24.2 Consent of Calfee, Halter & Griswold (see Page II-16 of this
Registration Statement).
25.1 Power of Attorney and related Certified Resolution (see Pages II-17
and II-18 of this Registration Statement).
EXHIBIT 5.1
December 1, 1994
Figgie International Inc.
4420 Sherwin Road
Willoughby, Ohio 44094
We are familiar with the proceedings taken and proposed to be taken
by Figgie International Inc., a Delaware corporation (the "Company"),
with respect to up to 1,500,000 shares of Class A Common Stock,
par value $.10 per share (the "Shares"), of the Company to be offered and sold
from time to time pursuant to and in accordance with the Company's Key
Employees' Stock Option Plan (the "Plan"). As counsel for the Company,
we have assisted in the preparation of a Registration Statement on Form S-8
to be filed by the Company with the Securities and Exchange
Commission to effect the registration of the Shares under the Securities
Act of 1933, as amended.
In this connection, we have examined the Certificate of
Incorporation and the By-Laws of the Company, both as amended, records of
proceedings of the Board of Directors and stockholders of the Company,
and such other records and documents as we have deemed necessary or
advisable to render the opinion contained herein.
Based upon our examination and inquiries, we are of the opinion that the
Shares, when issued pursuant to and in accordance with the terms and
conditions of the Plan, will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement described above.
Very truly yours,
CALFEE, HALTER & GRISWOLD
EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 registration statement of our report dated
April 15, 1994 included in the Annual Report on Form 10-K of Figgie
International Inc. for the year ended December 31, 1993 and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
December 1, 1994
EXHIBIT 24.2
CONSENT OF COUNSEL
The consent of Calfee, Halter & Griswold is contained in their opinion filed
as Exhibit 5.1 to this Registration Statement.
EXHIBIT 25.1
FIGGIE INTERNATIONAL INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Figgie International Inc. hereby
constitutes and appoints Steven L. Siemborski, L.A. Harthun and Douglas A.
Neary, or any one or more of them, its attorneys-in-fact and agents,
each with full power of substitution and resubstitution for it 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, with the Securities and Exchange
Commission, granting onto 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 substitute or substitutes may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio on December 1, 1994.
FIGGIE INTERNATIONAL INC.
By:
L.A. Harthun, Senior Vice President
General Counsel and Secretary
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EXHIBIT 25.1
(Continued)
FIGGIE INTERNATIONAL INC.
Certified Resolution
I, L. A. HARTHUN, Senior Vice President, General Counsel and Secretary of
Figgie International Inc., a Delaware corporation (the "Company"), do hereby
certify that the following is a true copy of a resolution adopted by the
Board of Directors on October 19, 1994, and that the same has not been changed
and remains in full force and effect:
RESOLVED, that Steven L. Siemborski, L.A. Harthun and Douglas A. Neary,
be, and each of them hereby is appointed as the attorney of the Company
with the full power of substitution and resubstitution for
and in the name, place and stead of the Company to sign, attest and
file the Registration Statement on Form S-8, or any other appropriate
form that may be used from time to time, with respect to the
issue and sale of the Shares of Class A Common Stock issuable
under the Plan, and any and all amendments, post-effective amendments and
exhibits to the Registration Statement and any and all
applications or other documents to be filed with the
Commission or any national securities exchange pertaining to the listing
thereon of the Shares of Class A Common Stock issuable under the Plan,
covered by such Registration Statement or pertaining to such
registration and any and all applications or other documents to be filed
with any governmental or private agency or official relative to the
issuance of said Shares of Class A Common Stock issuable under the Plan,
with full power and authority to do and perform any and all acts and
things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorneys or
any such substitute or substitutes and, without implied limitation,
including in the above authority to do the foregoing on behalf and in
the name of any duly authorized officer of the Company; an
the Secretary of the Company is hereby authorized and directed for
and on behalf of the Company to execute a Power of Attorney evidencing
the foregoing appointment.
L.A. Harthun, Senior Vice President,
General Counsel and Secretary
Dated: December 1, 1994
