<PAGE>
Registration Statement Consists of 13 pages.
The Exhibit Index appears on page 7.
Registration No. 33-_________
As filed with the Securities and Exchange Commission on May 3, 1995.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OAK INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-1569000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1000 WINTER STREET, WALTHAM, MASSACHUSETTS 02154
(Address of Principal Executive Offices)
OAK INDUSTRIES INC.
1995 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the Plan)
------------------------
PAUL J. HALAS
Senior Vice President, General Counsel and Secretary
Oak Industries Inc.
1000 Winter Street
Waltham, MA 02154
(Name and address of agent for service)
(617) 890-0400
(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock 538,515 (1) $26.625 $14,337,961.88 $ 4,944.12
$.01 par value shares
Common Stock 56,000 (1) $25.375 $ 1,421,000.00 $ 490.00
$.01 par value shares
Common Stock 1,405,485 $29.000 (2) $40,759,065.00 $14,054.85
- ---------------------------------------------------------------------------
<FN>
(1) These shares are issuable upon the exercise of outstanding options with
fixed exercise prices. Pursuant to Rule 457(h)(1), the aggregate offering
price and the fee has been computed upon the basis of the price at which the
options may be exercised.
(2) Estimated solely for the purpose of calculating the aggregate offering
price and registration fee for those shares without a fixed exercise price
pursuant to Rule 457(h)(1) using the basis of $29.00, the average of the high
and low reported prices as posted in the Wall Street Journal, New York Stock
Exchange Composite Transactions on April 28, 1995, a date within 5 days prior
to the date of filing this Registration Statement.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of this
Form S-8 and the statement of availability of Registrant information, and
other information required by Item 2 of this Form will be sent or given to
employees as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Act"). In accordance with Rule 428 and the requirements of Part
I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
Oak Industries Inc. (the "Company" or the "Registrant") shall maintain a file
of such documents in accordance with the provisions of Rule 428. Upon
request, the Registrant shall furnish to the Commission or its staff a copy of
any or all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Oak Industries Inc. hereby incorporates by reference the documents listed
in (a) and (b) below, which have previously been filed with the Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the period ended March
31, 1995.
(c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission under the
Securities Exchange Act of 1934, as amended, on December 8, 1986.
In addition, all documents subsequently filed with the Commission by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder 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 a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party 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 such corporation) by reason of the fact
that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A Delaware corporation may indemnify officers and directors in
an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable
to the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses (including attorneys' fees) which he
actually and reasonably incurred in connection therewith. The indemnification
provided is not deemed to be exclusive of any other rights to which an officer
or director may be entitled under any corporation's by-laws, agreement, vote
or otherwise.
In accordance with Section 145 of the Delaware General Corporation Law, the
Restated Certificate of Incorporation, as amended, of the Company contains the
following provisions with respect to indemnification of directors, officers,
employees or agents of the Company and with respect to limitations on the
personal liability of directors of the Company:
"TWELFTH: The Corporation shall, to the fullest extent to which it is
empowered to do so by the General Corporation Law of Delaware, or any other
applicable laws, as from time to time in effect, indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Corporation or a division thereof, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding.
The provisions of this Article shall be deemed to be a contract between the
Corporation and each director or officer who serves in any such capacity at
any time while this Article and the relevant provisions of the General
Corporation Law of Delaware or other applicable law, if any, are in effect,
and any repeal or modification of any such law shall not affect any rights or
obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts.
Persons who are not covered by the foregoing provisions of this Article and
who are or were employees or agents of the Corporation or a division thereof,
or are or were serving at the request of the Corporation as employees or
agents of another corporation, partnership, joint venture, trust or other
enterprise, may be indemnified to the extent authorized at any time or from
time to time by the Board of Directors of the Corporation.
The indemnification provided or permitted by this Article shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled by law or otherwise, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article.
THIRTEENTH: A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware General Corporation Law is
amended after approval by the stockholders of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification."
In addition to restating the language of ARTICLE TWELFTH of the Company's
Restated Certificate of Incorporation, as amended, the Company's by-laws
provide that the Company may, although it is not so required, indemnify any
person by reason of the fact that such person is or was a director, officer,
employee or agent of a constituent corporation absorbed in a consolidation or
merger in which the corporation was the resulting or surviving corporation.
The Company has an insurance policy that insures the Company's directors
and officers against certain liabilities which may be incurred in connection
with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM. 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibit
5.1 Opinion of Ropes & Gray as to the legality of the securities being
registered.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
23.2 Consent of Price Waterhouse LLP, Independent Auditors
24.1 Powers of Attorney (included in Part II 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) herein 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 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; and
(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 Section 13(a) or Section 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
the 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,
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 Act, 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Boston, Commonwealth of
Massachusetts, on this 2nd day of May, 1995.
OAK INDUSTRIES INC.
By: /S/ PAUL J. HALAS
PAUL J. HALAS
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints Paul J.
Halas as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, 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 all exhibits thereto and
other documents in connection therewith, with the Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute, may lawfully do or cause to be done by virtue hereof.
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <C>
<S>
/S/ WILLIAM S. ANTLE III President and May 2,1995
(WILLIAM S. ANTLE III) Chief Executive Officer
/S/ WILLIAM C. WEAVER Senior Vice President and May 2, 1995
(WILLIAM C. WEAVER) Chief Financial Officer
/S/ THE LORD STEVENS OF LUDGATE Director May 2, 1995
(THE LORD STEVENS OF LUDGATE)
/S/ RODERICK M. HILLS Director May 2, 1995
(RODERICK M. HILLS)
/S/ DANIEL W. DERBES Director May 2, 1995
(DANIEL W. DERBES)
/S/ GEORGE W. LEISZ Director May 2, 1995
(GEORGE W. LEISZ)
/S/ GILBERT E. MATTHEWS Director May 2, 1995
(GILBERT E. MATTHEWS)
/S/ CHRISTOPHER H.B. MILLS Director May 2, 1995
(CHRISTOPHER H.B. MILLS)
/S/ ELLIOT L. RICHARDSON Director May 2, 1995
(ELLIOT L. RICHARDSON)
</TABLE>
<PAGE>
EXHIBIT 5.1
May 3, 1995
Oak Industries Inc.
Bay Colony Corporate Center
1000 Winter Street
Waltham, MA 02154
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are furnishing this opinion in connection with your Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), covering, among other things, 2,000,000
shares of your Common Stock, $.01 par value (the "1995 Plan Shares"), to be
registered for offering pursuant to your 1995 Stock Option and Restricted
Stock Plan.
We have examined and relied upon:
(a) Copies of your Certificate of Incorporation and By-Laws, as amended to
date;
(b) A copy of said Registration Statement in the form to be filed with the
Commission together with the exhibits thereto; and
(c) Such other documents and records as we have deemed necessary for
purposes of this opinion.
We assume that you will take all steps necessary to comply with the Act and
applicable state laws in connection with the offering and sale of the above-
mentioned shares.
Based upon the foregoing, we are of the opinion that the 1995 Plan Shares
have been duly authorized and, upon their issuance and sale against receipt of
the agreed consideration therefor in accordance with the terms and provisions
of the 1995 Stock Option and Restricted Stock Plan, the 1995 Plan Shares will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with and as part of said
Registration Statement on Form S-8.
Very truly yours,
Ropes & Gray
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 20, 1995 appearing on page
21 of Oak Industries Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1994.
Price Waterhouse LLP
Boston, Massachusetts
May 3, 1995
<PAGE>
OAK INDUSTRIES INC.
1000 Winter Street
Waltham, MA 02154
May 3, 1995
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Oak Industries 1995 Stock Option and Restricted Stock Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
On behalf of Oak Industries Inc. (the "Company"), being submitted herewith for
filing pursuant to the Securities Act of 1933, as amended, please find one
copy of a Registration Statement on Form S-8, including all exhibits thereto.
The Company caused the filing fee in the aggregate amount of $19,488.97 to be
wire transferred to the Securities and Exchange Commission's account at the
Mellon Bank in Pittsburgh earlier today, May 3, 1995.
Please do not hesitate to telephone the undersigned collect at (617) 890-0400
for any further information.
Very truly yours,
Mela Lew
Senior Counsel
