<PAGE> 1
As filed with the Securities and Exchange Commission on January 8, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plan)
Copy to:
Debra L. Kackley, Esq. Douglas A. Neary, Esq.
Vice President, General Counsel Calfee, Halter & Griswold LLP
and Corporate Secretary 1400 McDonald Investment Center
Scott Technologies, Inc. 800 Superior Avenue
5875 Landerbrook Drive, Suite 250 Cleveland, Ohio 44114
Mayfield Heights, Ohio 44124 (216) 622-8200
(440) 446-1333
(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 (1) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10
per share ..................... 175,000 (2) $16.28 $2,849,262 $841
====================================================================================================================
</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) To be issued in connection with the Scott Technologies, Inc. Directors'
Stock Option Plan.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of Scott Technologies, 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, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the fiscal
periods ended March 31, 1998, June 30, 1998 and September 30,
1998;
3. The Company's Current Reports on Form 8-K, dated December 31,
1997, May 22, 1998 and December 15, 1998;
4. The Company's Registration Statement on Form 8-A, filed
December 17, 1985;
5. The Company's Amendment No. 1 to its Registration Statement on
Form 8-A, filed December 17, 1985;
6. The Company's Amendment No. 2 to its Registration Statement on
Form 8-A, filed February 4, 1986;
7. The Company's Amendment No. 3 to its Registration Statement on
Form 8-A, filed June 17, 1988.
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.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
or 14 or 15(d) of the Securities and 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 this Registration Statement and to be 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.
<PAGE> 3
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VI of the Company's By-laws, as amended and restated effective
December 26, 1996 (the "By-laws") 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 By-laws 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 By-laws provides that, to the extent 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. Section 145 of the General
Corporation Law of the State of Delaware provides 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.
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;
<PAGE> 4
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this 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 this Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of the securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume
and price represent no more than a 20
percent change in the maximum aggregate
offering price set forth in the "Calculation
of Registration Fee" table in the effective
Registration Statement;
(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, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Sections 13 or 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 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 Sections 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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.
C. 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 described under Item 6 above, 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 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 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE> 5
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 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 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> 6
<TABLE>
<S> <C>
/s/ Frank N. Linsalata
- ----------------------------- Director
Frank N. 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> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<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.
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 Scott Technologies, Inc. Directors' Stock Option Plan. (5)
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 Second Supplemental Indenture, dated as of December (7)
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.
4.4 First Supplemental Indenture, dated as of July 18, (8)
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.
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>
(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).
<PAGE> 8
(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(a) of the
Company's Quarterly Report on Form 10-Q for the quarter ending
June 30, 1998 (File No. 1-8591).
(6) Incorporated herein by reference to Exhibit 4(c) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1989 (File No. 1-8591).
(7) 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).
(8) Incorporated herein by reference to Exhibit 3(4)(f) to the
Company's Form 8-B filed October 19, 1983 (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 175,000 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 Directors'
Stock Option Plan (the "Plan"). As counsel for the Company, we have assisted in
the preparation of a 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 ACCOUNTANT
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 this 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/ Glen W. Lindemann
-------------------------------------
Glen 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 L. Kackley, William
A. Papenbrock and Douglas A. Neary be, and each of them hereby is, appointed as
the attorney of the Corporation, with full power of substitution and
resubstitution for and in the name, place and stead of the Corporation to sign,
attest and file the Registration Statement with respect to the issue and sale of
its Class A Common Stock and interests in the Directors' 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 Securities
and Exchange Commission or any national securities exchange pertaining to the
listing thereon of the Class A Common Stock and interests in the Directors' Plan
covered by the 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 Class A Common Stock
and interests in the Directors' 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 the authority to do the foregoing on behalf and in the name of any
duly authorized officer of the Corporation; and the President and Chief
Executive Officer of the Corporation and the Chief Financial Officer of the
Corporation be and each hereby is separately authorized and directed for and on
behalf of the Corporation to execute a Power of Attorney evidencing the
foregoing appointment.
/s/ Debra L. Kackley
----------------------------
Debra L. Kackley, Secretary
Dated: January 8, 1999.
