Registration No. 333-________
As filed with the Securities and Exchange Commission on September 27, 1999.
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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.
NON-QUALIFIED STOCK OPTION 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Proposed
Title of Proposed Maximum
of Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 128,500 $32.1875 $4,136,093.75 $1,149.83
$.01 par value shares
Common Stock 1,000 26.00 26,000.00 7.23
$.01 par value shares
Common Stock 50,000 27.0625 1,353,125.00 376.17
$.01 par value shares
Common Stock 7,000 27.00 189,000.00 52.54
$.01 par value shares
Common Stock 10,000 37.3125 373,125.00 103.73
$.01 par value shares
Common Stock 4,000 36.75 147,000.00 40.87
$.01 par value shares
Totals 200,500 ----- $6,224,343.75 $1,730.37
shares
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<FN>
(1) All shares being registered hereby 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 have been computed upon
the basis of the price at which the options may be exercised.
</TABLE>
PART II
Oak Industries Inc. (the "Registrant") hereby incorporates by reference
the contents of the Registrant's Registration Statements on Form S-8, filed
by the Registrant on March 1, 1993 (File No. 33-58878) and October 14, 1998
(File No. 333-65643).
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. Non-Qualified Stock Option Plan, filed as
Exhibit 10(d) to the Registrant's Form 10-K dated March 19,
1999, is incorporated herein by this reference.
5 Opinion of Mela Lew, Vice President, General Counsel and
Secretary to the Registrant, as to the legality of the
securities being registered.
23.1 Consent of General 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 24th day of September, 1999.
OAK INDUSTRIES INC.
By: /s/ Mela Lew
--------------
Mela Lew
Vice President 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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/William S. Antle III Chairman of the Board, September 24, 1999
- ----------------------- President and Chief
William S. Antle III Executive Officer
(Principal Executive
Officer)
/s/Coleman S. Hicks Senior Vice President September 24, 1999
- ------------------- and Chief Financial
Coleman S. Hicks Officer (Principal
Financial Officer)
*------------------- Vice Chairman of the September 24, 1999
Beth L. Bronner Board
*------------------- Director September 24, 1999
Roderick M. Hills
*------------------- Director September 24, 1999
Daniel W. Derbes
*------------------- Director September 24, 1999
Gilbert E. Matthews
*------------------- Director September 24, 1999
Elliot L. Richardson
*By: /s/Mela Lew September 24, 1999
-----------
Mela Lew
Attorney-in-Fact
</TABLE>
EXHIBIT 5
September 24, 1999
Oak Industries Inc.
1000 Winter Street
Waltham, Massachusetts 02451
Re: Registration Statement on Form S-8 Relating to the Oak Industries
Inc. 1992 Non-Qualified Stock Option Plan (the "1992" Plan)
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Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of Oak Industries Inc.,
a Delaware corporation (the "Company").
For purposes of this opinion, I have assumed that the 200,500 shares of
common stock, $.01 par value (the "Shares") will be issued only in
accordance with the terms of the 1992 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. I 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, I am 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
1992 Plan and upon receipt of the consideration therefor by the Company,
will be validly issued and will be fully paid and nonassessable.
I am further of the opinion that no action of any governmental authority is
necessary for the issuance and sale of the Shares by the Company except
that the above-referenced Registration Statement shall have become
effective and such action as may be necessary under the securities laws of
the several states shall have been taken.
I hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement.
Very truly yours,
/s/ Mela Lew
Mela Lew
Vice President and Secretary
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 February 9, 1999 appearing on
page 42 of Oak Industries Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
September 23, 1999
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. 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 18th day of December, 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. 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 18th day of December, 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. 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 18th day of December, 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. 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 18th day of December, 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. 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 18th day of December, 1998.
/s/ Elliot L. Richardson
------------------------
Elliot L. Richardson
8
