Registration No. 333-________
As filed with the Securities and Exchange Commission on October 14, 1998.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-------------------
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 02451
(Address of Principal Executive Offices, including zip code)
OAK INDUSTRIES INC.
1995 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the Plan)
----------------------
MELA LEW, ESQ.
Vice President, General Counsel and Secretary
Oak Industries Inc.
1000 Winter Street
Waltham, MA 02451
(781) 890-0400
(Name, address and telephone number, including area code, of agent for
service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum
of Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock 137,363 $38.25 (1) $ 5,254,134.75 (1) $ 1,549.97
$.01 par value shares
Common Stock 6,000 27.5625 (1) 165,375.00 (1) 48.79
$.01 par value shares
Common Stock 1,856,637 22.44 (2) 41,662,934.00 (2) 12,290.57
$.01 par value shares
Totals 2,000,000 ------------ $47,082,443.75 $ 13,889.33
shares
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<FN>
(1) Such 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 purposes of determining the registration fee pursuant to Rule 457(h) on the basis of
the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on October 8,
1998, a date within five (5) business days of the filing of this Registration Statement.
</TABLE>
PART II
Oak Industries Inc. (the "Registrant") hereby incorporates by reference
the contents of the Registrant's Registration Statement on Form S-8, File
No. 33-59073, filed by the Registrant on May 3, 1995.
Item. 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibit
4 Oak Industries Inc. 1995 Stock Option and Restricted Stock Plan, as
amended effective as of April 24, 1998, filed as Exhibit 10.1 to the
Registrant's Form 10-Q dated May 12, 1998, is incorporated herein by this
reference.
5 Opinion of Ropes and Gray as to the legality of the securities being
registered.
23.1 Consent of Counsel (included in Exhibit 5 hereto).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24 Powers of Attorney.
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 Waltham, Commonwealth of
Massachusetts, on this 13th day of October, 1998.
OAK INDUSTRIES INC.
By: /S/ Coleman S. Hicks
----------------------
Coleman S. Hicks
Senior Vice President and
Chief Financial Officer
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------- ------- ------
<S> <C> <C>
/S/ William S. Antle III
-------------------- Chairman of the Board, October 13, 1998
William S. Antle III President and Chief
Executive Officer
(Principal Executive Officer)
/s/ Coleman S. Hicks
---------------------- Senior Vice President October 13, 1998
Coleman S. Hicks and Chief Financial Officer
(Principal Financial Officer)
*
---------------------- Vice Chairman of the October 13, 1998
Roderick M. Hills Board
*
---------------------- Director October 13, 1998
Beth L. Bronner
*
---------------------- Director October 13, 1998
Daniel W. Derbes
*
---------------------- Director October 13, 1998
Gilbert E. Matthews
*
---------------------- Director October 13, 1998
Christopher H. B. Mills
*
---------------------- Director October 13, 1998
Elliot L. Richardson
*By: /S/ Mela Lew October 13, 1998
------------------
Mela Lew
Attorney-in-Fact
8
4
</TABLE>
EXHIBIT 5
October 7, 1998
Oak Industries Inc.
1000 Winter Street
Waltham, Massachusetts 02451
Ladies and Gentlemen:
We have acted as special counsel for Oak Industries Inc., a Delaware
corporation (the "Company") in connection with the preparation of a
registration statement on Form S-8 and all exhibits thereto (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, for the registration of an
additional 2,000,000 shares of Common Stock, $.01 par value (the "Shares").
The Shares will be issuable upon the exercise of options granted pursuant
to the Company's 1995 Stock Option Plan (the "Plan").
For purposes of this opinion, we have examined a copy of the Registration
Statement; a copy of the Plan; the Charter and By-laws of the Company, each
as amended to date; the votes of the Board of Directors and the
stockholders of the Company approving and adopting the Plan; and such other
documents and records as we deem necessary for purposes of this opinion.
We have assumed that the Shares will be issued only in accordance with the
terms of the Plan and that the consideration received by the Company for
such shares will not be less than the par value per share of the Company's
Common Stock. We have also assumed that the issuance of any such shares
will not result in the issuance by the Company of more than its authorized
shares of Common Stock.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a duly organized and validly existing corporation under
the laws of the State of Delaware.
2. The Shares, when issued pursuant to the terms and conditions of the
Plan and upon receipt of the consideration therefor by the Company, will be
validly issued and will be fully paid and nonassessable.
In connection with any issue and sale of the Shares, steps should be taken
to effect compliance with all applicable laws, rules and regulations of
governmental authorities regulating sales and offerings of securities.
We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name therein.
Very truly yours,
/s/
Ropes and Gray
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 21, 1998 appearing on
page 20 of Oak Industries Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1997.
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
October 9, 1998
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints William S. Antle III,
Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each
of them, with full power to act without the other, her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for her and in her name, place and stead in any and all
capacities (until revoked in writing) to execute and file Registration
Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection
with the registration by the Company of additional shares of common stock,
$.01 par value, of the Company under the Oak Industries Inc. 1995 Stock
Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified
Stock Option Plan, and to file the same, with all exhibits thereto and
other documents in connection therewith, including pre- and post-effective
amendments, with the Securities and Exchange Commission or any state
securities commission or other governmental entity pertaining to such
registration and sale, granted 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 and necessary fully to all intents and purposes as she
might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their, his or her
substitute, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of this 22nd day of July, 1998.
/s/ Beth L. Bronner
-------------------
Beth L. Bronner
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints William S. Antle III,
Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each
of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities (until revoked in writing) to execute and file Registration
Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection
with the registration by the Company of additional shares of common stock,
$.01 par value, of the Company under the Oak Industries Inc. 1995 Stock
Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified
Stock Option Plan, and to file the same, with all exhibits thereto and
other documents in connection therewith, including pre- and post-effective
amendments, with the Securities and Exchange Commission or any state
securities commission or other governmental entity pertaining to such
registration and sale, granted 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 and necessary fully to all intents and purposes as he
might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their, his or her
substitute, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of this 22nd day of July, 1998.
/s/ Roderick M. Hills
---------------------
Roderick M. Hills
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints William S. Antle III,
Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each
of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities (until revoked in writing) to execute and file Registration
Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection
with the registration by the Company of additional shares of common stock,
$.01 par value, of the Company under the Oak Industries Inc. 1995 Stock
Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified
Stock Option Plan, and to file the same, with all exhibits thereto and
other documents in connection therewith, including pre- and post-effective
amendments, with the Securities and Exchange Commission or any state
securities commission or other governmental entity pertaining to such
registration and sale, granted 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 and necessary fully to all intents and purposes as he
might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their, his or her
substitute, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of this 22nd day of July, 1998.
/s/ Daniel W. Derbes
------------------
Daniel W. Derbes
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints William S. Antle III,
Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each
of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities (until revoked in writing) to execute and file Registration
Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection
with the registration by the Company of additional shares of common stock,
$.01 par value, of the Company under the Oak Industries Inc. 1995 Stock
Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified
Stock Option Plan, and to file the same, with all exhibits thereto and
other documents in connection therewith, including pre- and post-effective
amendments, with the Securities and Exchange Commission or any state
securities commission or other governmental entity pertaining to such
registration and sale, granted 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 and necessary fully to all intents and purposes as he
might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their, his or her
substitute, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of this 22nd day of July, 1998.
/s/ Gilbert E. Matthews
-----------------------
Gilbert E. Matthews
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints William S. Antle III,
Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each
of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities (until revoked in writing) to execute and file Registration
Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection
with the registration by the Company of additional shares of common stock,
$.01 par value, of the Company under the Oak Industries Inc. 1995 Stock
Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified
Stock Option Plan, and to file the same, with all exhibits thereto and
other documents in connection therewith, including pre- and post-effective
amendments, with the Securities and Exchange Commission or any state
securities commission or other governmental entity pertaining to such
registration and sale, granted 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 and necessary fully to all intents and purposes as he
might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their, his or her
substitute, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of this 22nd day of July, 1998.
/s/ Christopher H.B. Mills
---------------------------
Christopher H. B. Mills
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints William S. Antle III,
Coleman S. Hicks, Pamela F. Lenehan, Paul A. LeBlanc and Mela Lew, and each
of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities (until revoked in writing) to execute and file Registration
Statements on Form S-8 of Oak Industries Inc. (the "Company") in connection
with the registration by the Company of additional shares of common stock,
$.01 par value, of the Company under the Oak Industries Inc. 1995 Stock
Option and Restricted Stock Plan and the Oak Industries Inc. Non-Qualified
Stock Option Plan, and to file the same, with all exhibits thereto and
other documents in connection therewith, including pre- and post-effective
amendments, with the Securities and Exchange Commission or any state
securities commission or other governmental entity pertaining to such
registration and sale, granted 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 and necessary fully to all intents and purposes as he
might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their, his or her
substitute, may lawfully do or cause to be done by virtue hereof.
EXECUTED as of this 22nd day of July, 1998.
/s/ Elliot L. Richardson
------------------------
Elliot L. Richardson
