<PAGE> 1
As filed with the Securities and Exchange Commission on January 8, 1999
Registration No. 033-56705
---------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCOTT TECHNOLOGIES, 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)
5875 Landerbrook Drive, Suite 250
Mayfield Heights, Ohio 44124
(Address of Principal Executive Offices, including zip code)
--------------------------
SCOTT TECHNOLOGIES, INC. KEY EMPLOYEES' STOCK OPTION PLAN
(Full Title of the Plan)
Copy to:
Debra L. Kackley, Esq. Douglas A. Neary, Esq.
General Counsel and Corporate Secretary Calfee, Halter & Griswold LLP
Scott Technologies, Inc. 400 McDonald Investment Center
5875 Landerbrook Drive, Suite 250 800 Superior Avenue
Mayfield Heights, Ohio 44124 Cleveland, Ohio 44114
(440) 446-1333 (216) 622-8200
(Name, address and Telephone Number, Including Area Code, of Agent For Service)
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
Title Of
Securities Amount Proposed Maximum Proposed Maximum Amount Of
To Be To Be Offering Price Per Aggregate Offering Registration
Registered Registered Share (1) Price Fee
- - --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per share 1,500,000 (2) $ 16.28 $ 24,422,250 $ 7,205
============================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 under the Securities Act of 1933.
(2) The Registrant previously filed an effective Registration Statement
(File No. 033-56705) covering 1,500,000 shares of Class A Common Stock.
On December 15, 1998, Scott Technologies, Inc. amended provisions of
its Certificate of Incorporation to eliminate the Class A Common Stock
and the Class B Common Stock, including the 1,500,000 previously
registered shares of Class A Common Stock, and to provide for the
reclassification and conversion of such classes into one class
designated "Common Stock." This Post-Effective Amendment No. 1 is being
filed to register an additional 1,500,000 shares of Common Stock.
<PAGE> 2
This Amendment No. 1 hereby amends the Registration Statement on Form
S-8 (Commission File No. 33-56705) (the "Registration Statement") for the
following purposes:
(1) to reflect the Company's December 15, 1998 amendment to its
Certificate of Incorporation that eliminated provisions
relating to Class A Common Stock and Class B Common Stock and
provided for the reclassification and conversion of the
previously issued shares of Class A Common Stock and Class B
Common Stock into the newly designated Common Stock;
(2) to reflect the change in the name of the plan from "Figgie
International Inc. Key Employees' Stock Option Plan" to "Scott
Technologies, Inc. Key Employees' Stock Option Plan" (the
"Plan");
(3) to increase the number of shares of Common Stock registered
for offers and sales under the Plan from 1,500,000 shares of
Common Stock (formerly registered shares of Class A Common
Stock) to 3,000,000 shares of Common Stock; and
(4) to file an updated Power of Attorney at Exhibit 24.1.
Pursuant to General Instruction E to Form S-8, the remaining contents
of the Registration Statement are hereby incorporated by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Amendment No. 1 shall be deemed to be modified
or superseded for purposes of this Amendment No. 1 to the extent that a
statement contained in this Amendment No. 1 or in any other subsequently filed
document that also is, or is deemed to be, incorporated by reference in this
Amendment No. 1 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 Amendment No. 1.
<PAGE> 3
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
Post-Effective No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Mayfield Heights,
State of Ohio, this 8th day of January 1999.
SCOTT TECHNOLOGIES, INC.
By:/s/Glen W. Lindemann
----------------------------------
Glen W. Lindemann,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned,
being a director or officer, or both of Scott Technologies, Inc., a Delaware
corporation, hereby constitutes and appoints Glen W. Lindemann, Debra L.
Kackley, Mark A. Kirk and Douglas A. Neary, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power, and authority to do and perform each and every act and thing
requisite, necessary or advisable to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities indicated on January 8,
1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/Glen W. Lindemann
- - ---------------------------- President, Chief Executive Officer and Director
Glen W. Lindemann (Principal Executive Officer)
/s/Mark A. Kirk
- - ---------------------------- Senior Vice President and Chief Financial Officer
Mark A. Kirk (Principal Financial Officer)
/s/Robert P. Collins
- - ---------------------------- Chairman of the Board and Director
Robert P. Collins
/s/Harrison Nesbit, II
- - ---------------------------- Director
Harrison Nesbit, II
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
/s/Frank L. Linsalata
- - ---------------------------- Director
Frank L. Linsalata
/s/John P. Reilly
- - ---------------------------- Director
John P. Reilly
/s/F. Rush McKnight
- - ---------------------------- Director
F. Rush McKnight
/s/N. Colin Lind
- - ---------------------------- Director
N. Colin Lind
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporation. (1)
3.1.1 Certificate of Designations, Preferences, Related (2)
Rights, Qualifications, Limitations and Restrictions
of Series A Junior Participating Preferred Shares of
Scott Technologies, Inc.
3.2 Amended and Restated By-laws of the Company. (3)
4 Rights Agreement, dated as of December 15, 1998, (4)
between Scott Technologies, Inc. and National City
Bank as Rights Agent.
4.1 Amended and Restated Scott Technologies, Inc. (5)
Key Employees' Stock Option Plan.
4.2 Indenture, dated as of October 1, 1989, between (6)
Figgie International Inc. (n/k/a Scott
Technologies, Inc) and Continental Bank, N.A. (n/k/a
State Street Trust), as Trustee, with respect to the
9.875% Senior Notes due October 1, 1999.
4.3 First Supplemental Indenture, dated as of July 18, (7)
1983, among Figgie International Inc. (n/k/a Scott
Technologies, 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.
4.4 Second Supplemental Indenture, dated as of December (8)
31, 1986, among Figgie International Inc. (n/k/a
Scott Technologies, Inc.) and Marine Midland Bank,
N.A., as Trustee, with respect to the 10.375%
Subordinated Debentures due April 1, 1998.
5.1 Opinion of Calfee, Halter & Griswold LLP
regarding the validity of the securities being
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Calfee, Halter & Griswold LLP
(contained in Exhibit 5.1).
24.1 Power of Attorney and
related Certified Resolution.
</TABLE>
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(1) Incorporated herein by reference to Exhibit 3.1 of the Company's
Current Report on Form 8-K, dated December 15, 1998 (File No. 1-8591).
(2) Incorporated herein by reference to Exhibit 3.1.1 of the Company's
Current Report on Form 8-K, dated December 15, 1998 (File No. 1-8591).
(3) Incorporated herein by reference to Exhibit 3.2 of the Company's
Current Report on Form 8-K, dated December 15, 1998 (File No. 1-8591).
(4) Incorporated herein by reference to Exhibit 4 of the Company's Current
Report on Form 8-K, dated December 15, 1998 (File No. 1-8591).
(5) Incorporated herein by reference to Exhibit 10 of the Company's Current
Report on Form 8-K, dated December 15, 1998 (File No. 1-8591).
(6) Incorporated herein by reference to Exhibit 4(c) of the Company's
Annual Report on Form 10-K for the year ending December 31, 1989 (File
No. 1-8591).
(7) Incorporated herein by reference to Exhibit 3(4)(f) to the Company's
Form 8-B filed October 19, 1983 (File No. 1-8591).
(8) Incorporated herein by reference to Exhibit 4(c) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1986 (File
No. 1-8591).
<PAGE> 1
EXHIBIT 5.1
January 8, 1999
Scott Technologies, Inc.
5875 Landerbrook Drive, Suite 250
Mayfield Heights, Ohio 44124
We are familiar with the proceedings taken by Scott Technologies, Inc.,
a Delaware corporation (the "Company"), with respect to the 1,500,000 shares of
Common Stock, par value $.10 per share (the "Common Stock"), of the Company to
be offered and sold from time to time pursuant to the Company's Key Employees'
Stock Option Plan (the "Plan"). As counsel for the Company, we have assisted in
the preparation of a Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission to register the Common Stock.
As counsel, we have examined the Restated Certificate of Incorporation
of the Company, the By-laws of the Company, records of the 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, inquiries and a certificate
executed by an authorized officer of the Company regarding certain factual
matters, we are of the opinion that the Common Stock, when issued pursuant to
the terms and conditions of the Plan, will be duly authorized, legally issued,
fully paid and nonassessable.
This opinion is intended solely for your use in the above-described
transaction and may not be reproduced, filed publicly or relied upon by any
other person for any purpose without the express written consent of the
undersigned.
This opinion is limited to the General Corporation Laws of the State of
Delaware, and we express no view as to the effect of any other law on the
opinion set forth herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Respectfully submitted,
CALFEE, HALTER & GRISWOLD LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 23, 1998 included in the Scott Technologies, Inc. Form 10-K for the
year ended December 31, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
January 8, 1999
<PAGE> 1
EXHIBIT 24.1
SCOTT TECHNOLOGIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Scott Technologies, Inc.
hereby constitutes and appoints Glen W. Lindemann, Debra L. Kackley, Mark A.
Kirk 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 the Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and agents full power
and authority to do and to 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
Mayfield Heights, Ohio on January 8, 1999.
SCOTT TECHNOLOGIES, INC.
By:/s/ Glenn W. Lindemann
-------------------------------------
Glenn W. Lindemann,
President and Chief Executive Officer
<PAGE> 2
EXHIBIT 24.1
(continued)
SCOTT TECHNOLOGIES, INC.
CERTIFIED RESOLUTION
I, DEBRA L. KACKLEY, Secretary of Scott Technologies, Inc., a
Delaware corporation (the "Corporation"), do hereby certify that the following
is a true copy of a resolution adopted by the Board of Directors on December 15,
1998, and that the same has not been changed and remains in full force and
effect.
RESOLVED, that Glen W. Lindemann, Debra Kackley, Mark A. Kirk
and Douglas A. Neary be, and each of them hereby is, appointed as the attorney
of Scott Technologies, Inc., with full power of substitution and resubstitution
for and in the name, place and stead of the Company to sign, attest and file the
Amendment Registration Statement, or any other appropriate form that may be used
from time to time, with respect to the issue and sale of its Common Stock under
the Plan, and any and all amendments, post-effective amendments and exhibits to
such Amended Registration Statement and any and all applications or other
documents to be filed with the Securities and Exchange Commission or any
national securities exchange pertaining to the listing thereon of the Common
Stock covered by such Amended 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
Common Stock 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 the
authority to do the foregoing on behalf and in the name of any duly authorized
officer of the Company; and the President, any Vice President or the Chief
Financial Officer of the Company be and each hereby is separately authorized and
directed for and on behalf of the Company to execute a Power of Attorney
evidencing the foregoing appointment; and
/s/ Debra L. Kackley
---------------------------
Debra L. Kackley, Secretary
Dated: January 8, 1999
