Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLEASON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 16-1224655
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1000 University Avenue, Rochester, New York 14692
(Address of Principal Executive Offices) (Zip Code)
GLEASON CORPORATION 1992 STOCK PLAN
(Full title of the Plan)
John J. Perrotti
Vice President - Finance and
Chief Financial Officer
Gleason Corporation
1000 University Avenue
Rochester, New York 14692
(716) 473-1000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Julian W. Atwater, P.C.
Nixon, Hargrave, Devans & Doyle LLP
Clinton Square
Box 1051
Rochester, New York 14603
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price Per Offering Registration
Registered Registered Share* Price** Fee
Common Stock 500,000 $32.3125 $12,897,725 $4,447.52
$1.00 par value shares
* Inserted solely for purposes of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933
and based upon average of the high and low prices for the
Company's Common Stock on the New York Stock Exchange
reported as of September 1, 1995.
** Equal to (1) the aggregate exercise price for 180,500 options
which have been granted ($2,716,056), plus (2) the 315,100
remaining shares for which options have not been granted
multiplied by $32.3125 ($10,181,669). No price is attributed
to the 4,400 shares of restricted stock which have been granted
under the 1992 Stock Plan without consideration.
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Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been filed by
Gleason Corporation (the "Company") with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, filed pursuant to Section 13
of the Securities Exchange Act of 1934.
(b) All other reports filed by the Company pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934
since December 31, 1994.
(c) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form S-8
dated June 11, 1984 (Registration Statement No. 2-91656),
including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities of the Company
offered hereby have been sold or which deregisters all securities
of the Company remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Plan has been passed upon by Nixon,
Hargrave, Devans & Doyle, LLP, of which Julian W. Atwater, P.C.,
a professional corporation whose sole shareholder is a director
of the Company, is a partner.
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Item 6. Indemnification of Directors and Officers
Section 1 of Article VII of the By-laws of the Company
reads as follows:
"To the full extent authorized by law, in the case of
directors and officers, and by agreement of the
Corporation or authorization of the Board of Directors
in the case of other employees or agents of the
Corporation, the Corporation shall indemnify any
person, made, or threatened to be made, a party in any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, his
testator or intestate is or was a director, officer,
employee or agent of the Corporation, or served any
other corporation, or any partnership, joint venture,
trust, employee benefit plan or other enterprise, in
any such capacity, at the request of the Corporation,
against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection
therewith."
Section 145 of the Delaware General Corporation Law
permits the Company to indemnify any director or officer of the
Company against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, incurred in defense of any
action (other than an action by or in the right of the Company)
arising by reason of the fact that he is or was an officer or
director of the Company 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 Company and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. Section 145 also permits the Company to indemnify any
such officer or director against expenses incurred in an action
by or in the right of the Company 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 Company, except in respect of any matter as
to which such person is adjudged to be liable to the Company
(subject to a court permitting indemnification under certain
circumstances). This statute requires indemnification of such
officers and directors against expenses to the extent they are
successful in defending any such action and provides that it is
not exclusive of any other rights that directors or officers may
have to indemnification under any bylaw, agreement or otherwise.
The statute permits purchase of liability insurance by the
Company on behalf of officers and directors, and the Company has
purchased such insurance.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement 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.
(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 Company hereby undertakes that, for the
purposes of determining liability under the Securities Act of
1933, each filing of the Company'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 herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the company pursuant to the
foregoing provisions, the Company has been informed 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
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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 Company 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.
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SIGNATURES
The Registrant. 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 Rochester, New York, on
September 8, 1995.
GLEASON CORPORATION
By: /s/ James S. Gleason
James S. Gleason
Chairman of the Board,
President and Chief
Executive Officer
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 September 8,
1995.
/s/ James S. Gleason Chairman of the Board,
James S. Gleason President and Chief
Executive Officer
/s/ John J. Perrotti Vice President-Finance
John J. Perrotti (Principal Financial Officer)
/s/ John W. Pysnack Controller
John W. Pysnack (Principal Accounting Officer)
Directors:
Martin L. Anderson
Julian W. Atwater
Robert W. Bjork
J. David Cartwright
James S. Gleason
Donald E. Lennox
Robert A. Sherman
By: /s/ James S. Gleason
James S. Gleason
By: /s/ Ralph E. Harper
Ralph E. Harper
Attorneys in fact.
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EXHIBIT INDEX
Exhibit
Number Description
4(a) The Restated Certificate of Incorporation of Gleason
Corporation, as filed with the Delaware Secretary of
State on May 5, 1987 is incorporated by reference to
Exhibit A of the Registrant's Form 10-Q for the quarter
ended March 31, 1987.
4(b) The By-Laws of Gleason Corporation, as amended, is
incorporated by reference to Exhibit 3(b) of the
Registrant's Form 10-K, file number 1-8782, for the
year ended December 31, 1991.
4(c) The Gleason Corporation Preferred Stock Purchase
Agreement, dated as of June 8, 1989, as amended, is
incorporated by reference to the Registrant's Form 8-A
Registration Statement dated June 8, 1989, Form 8
Amendment No. 1 dated March 2, 1990 and Form 8
Amendment No. 2 dated February 6, 1992.
4(d) The Gleason Corporation 1992 Stock Plan, as amended, is
incorporated by reference to Exhibit 10(a) of the
Registrant's Form 10-K, file number 1-8782, for the
year ended December 31, 1992.
5 Opinion of Nixon, Hargrave, Devans & Doyle LLP as to
the Legality of the Securities Being Registered is
filed as an Exhibit to this Registration Statement.
23(a) Consent of Nixon, Hargrave, Devans & Doyle LLP is
contained in its opinion filed as Exhibit 5 to this
Registration Statement.
23(b) Consent of Ernst & Young LLP, Independent Auditors is
filed as an Exhibit to this Registration Statement.
24 Power of Attorney is filed as an Exhibit to this
Registration Statement.
EXHIBIT 5
Nixon, Hargrave, Devans & Doyle LLP
Attorneys and Counselors at Law
Clinton Square
Post Office Box 1051
Rochester, New York 14603-1051
(716) 263-1000
FAX: (716) 263-1600
September 8, 1995
Gleason Corporation
1000 University Avenue
Rochester, New York 14692
RE: Gleason Corporation
1992 Stock Plan
Gentlemen:
We have acted as counsel to Gleason Corporation (the
"Company") in connection with the Registration Statement on Form
S-8 filed by the Company with the Securities and Exchange
Commission relating to the registration, pursuant to the
requirements of the Securities Act of 1933 as amended, of 500,000
shares of Common Stock of the Company issuable under the
Company's 1992 Stock Plan (the "Plan").
We have examined originals or copies, certified or
otherwise identified to our satisfaction, of such corporate
records, certificates and other documents, and have made such
investigations of law, as we have deemed necessary or appropriate
as a basis for the opinions expressed below.
Based upon the foregoing, it is our opinion that shares
of Common Stock of the Company, when issued and delivered in
accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
Nixon, Hargrave, Devans & Doyle LLP
EXHIBIT 23(a): Consent of Nixon, Hargrave, Devons, & Doyle LLP is
contained in its opinion filed as Exhibit 5 to this
Registration Statement.
EXHIBIT 23(b):
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Gleason
Corporation 1992 Stock Plan of our report dated February 1, 1995,
with respect to the consolidated financial statements of Gleason
Corporation and subsidiaries incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1994.
Ernst & Young LLP
Syracuse, New York
September 7, 1995
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned directors of GLEASON
CORPORATION, a Delaware corporation (the "Company"), hereby
constitutes and appoints James S. Gleason and Ralph E. Harper, or
either one of them, his respective true and lawful attorney(s)
and agent(s), each with full power and authority to act as such
without the other, to do any and all acts and things and to
execute any and all instruments which either of said attorneys
and agents may deem necessary or advisable to enable the Company
to comply with the Securities Act of 1933, as amended, and with
any regulations, rules or requirements of the Securities and
Exchange Commission ("Commission") thereunder in connection with
any Registration Statements filed under said Act, covering any
offering of securities made, or deemed to be made, in connection
with the 1992 Stock Plan of the Company, including specifically,
but without limiting the generality of the foregoing, full power
and authority to each of said attorneys and agents to sign the
name of the undersigned to any Registration Statements on Form S-
8 or other applicable form filed with the Commission under said
Act in such connection, and any amendment or amendments thereto,
the undersigned hereby ratifying and confirming all that said
attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed and
delivered these presents as of this 18th day of July, 1995.
Capacity Signature
Director /s/Martin L. Anderson
Martin L. Anderson
Director /s/Julian W. Atwater
Julian W. Atwater
Director /s/Robert W. Bjork
Robert W. Bjork
Director /s/J. David Cartwright
J. David Cartwright
Director /s/James S. Gleason
James S. Gleason
Director
John W. Guffey, Jr.
Director /s/Donald D. Lennox
Donald D. Lennox
Director /s/Robert A. Sherman
Robert A. Sherman
