As filed with the Securities and Exchange Commission on October 2, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 UNIVERSITY AVENUE
ROCHESTER, NEW YORK 14692-2970
(716) 473-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOHN J. PERROTTI
VICE PRESIDENT-FINANCE
AND CHIEF FINANCIAL OFFICER
GLEASON CORPORATION
1000 UNIVERSITY AVENUE
ROCHESTER, NEW YORK 14692-2970
(716) 473-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
COPIES TO:
JUSTIN P. DOYLE, ESQ.
NIXON, HARGRAVE, DEVANS & DOYLE LLP
CLINTON SQUARE
ROCHESTER, NEW YORK 14603-1051
(716) 263-1000
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC:
From time to time after this Registration Statement becomes
effective as determined by market conditions.
____________________
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
___________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF NUMBER OF SHARES TO BE OFFERING PRICE PER AGGREGATE OFFERING
SECURITIES TO BE REGISTERED SHARE (1) PRICE (1) AMOUNT OF REGISTRATION
REGISTERED FEE
- ----------------------- ---------------------- ------------------ ------------------- ---------------------
Common Stock, par value
$1.00 per share 1,300,000 $ 27.40625 $35,628,125 $10,796
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. Based on
the average of the high and low prices reported for the registrant's
common stock on September 30, 1997.
____________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION DATED OCTOBER 2, 1997
PROSPECTUS
UP TO 1,300,000 SHARES
GLEASON CORPORATION
COMMON STOCK
(PAR VALUE $1.00)
__________________
All of the shares of Common Stock, par value $1.00 (the "Common
Stock"), of Gleason Corporation (together with its subsidiaries, the "Company")
being offered hereby are being sold by the Gleason Foundation and by The
Retirement Plan of the Gleason Works (collectively, the "Selling
Stockholders"). The Common Stock may be offered, from time to time, in
amounts, at prices and on terms to be set forth in a supplement to this
Prospectus (a "Prospectus Supplement"). The Company will not receive any of
the proceeds from the sale of Common Stock by the Selling Stockholders. The
registration of the shares of Common Stock does not necessarily mean that any
shares will be sold by the Selling Stockholders.
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "GLE." On October 1, 1997, the last reported sale price of
the Company's Common Stock was $28.75 per share.
This Prospectus sets forth the information about the Company that a
prospective investor should know before purchasing Common Stock. Prospective
investors are advised to read this Prospectus and retain it for future
reference.
The Selling Stockholders and any underwriters, dealers or agents
that participate with the Selling Stockholders in the distribution of the
shares of Common Stock may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), and any
commissions received by them and any profit on the resale of the shares may be
deemed to be underwriting commissions or discounts under the Securities Act.
_______________
SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS FOR
INFORMATION THAT PROSPECTIVE INVESTORS SHOULD CONSIDER IN CONNECTION WITH THEIR
INVESTMENT DECISION.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________
The date of this Prospectus is __________________.
******************************************************************************
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed with the*
* Securities and Exchange Commission. These securities may not be sold nor *
* may offers to buy be accepted prior to the time the Registration Statement *
* becomes effective. This Prospectus shall not constitute an offer to sell *
* or the solicitation of an offer to buy nor shall there be any sale of these*
* securities in any state in which such offer, solicitation or sale would be *
* unlawful prior to registration or qualification under the securities laws *
* of any such state. *
******************************************************************************
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN IN CONNECTION
WITH THE MATTERS DESCRIBED HEREIN, AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY HEREOF AT ANY TIME NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
Available Information 2
Incorporation of Certain Documents by Reference 3
Forward Looking Statements 3
The Company 4
Risk Factors 5
Selling Stockholders 7
Description of Captial Stock 7
Certain Anti-Takeover Provisions 8
Plan of Distribution 11
Legal Matters 12
Experts 12
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information can
be inspected and copied at prescribed rates at the public reference facilities
maintained by the Commission at its offices at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Commission's regional offices located
at Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such material may also be accessed electronically by means
of the Commission's Web site on the Internet at http://www.sec.gov.
In addition, the Common Stock is listed on the New York Stock Exchange
under the symbol "GLE," and reports proxy statements and other information
concerning the Company may also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the Shares
of Common Stock offered hereby. This Prospectus, which forms a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. Statements contained
in this Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by reference to
such contract or document. For further information regarding the Company and
the Common Stock offered hereby, reference is hereby made to the Registration
Statement and the exhibits and schedules thereto which can be obtained from the
Public Reference Section of the Commission, Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Exchange Act are incorporated by reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, as amended by the Company's Form 10-K/A relating thereto
filed on October 2, 1997;
(2) The Company's Proxy Statement relating to its 1997 Annual Meeting of
Stockholders filed on March 27, 1997;
(3) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997, as amended by the Company's Form 10-Q/A's
relating thereto filed on October 2, 1997;
(4) The Company's Current Report on Form 8-K filed on August 14, 1997,
as amended by the Company's Form 8-K/A's relating thereto filed on
September 25, 1997 and October 2, 1997; and
(5) The Company's Current Report on Form 8-K filed on October 2, 1997.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
Prospectus and prior to the termination of this Offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein 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 Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of any such person,
a copy of any and all of such documents (other than exhibits to such documents
which are not specifically incorporated by reference into such documents).
Requests for such copies should be directed to Controller, Gleason Corporation,
1000 University Avenue, Rochester, New York 14692-2970 (telephone number
(716) 473-1000).
FORWARD LOOKING STATEMENTS
CERTAIN INFORMATION INCLUDED OR INCORPORATED HEREIN CONTAINS
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT, WHICH REPRESENT THE
COMPANY'S EXPECTATIONS OR BELIEFS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS
CONCERNING INDUSTRY PERFORMANCE, THE COMPANY'S OPERATIONS, PERFORMANCE,
FINANCIAL CONDITION, GROWTH AND ACQUISITION OBJECTIVES, MARGINS AND GROWTH IN
SALES OF THE COMPANY'S PRODUCTS. FOR THIS PURPOSE, ANY STATEMENTS CONTAINED IN
THIS PROSPECTUS THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE
FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
WORDS SUCH AS "MAY," "WILL," "EXPECT," "BELIEVE," "ANTICIPATE," "INTEND,"
"COULD," "ESTIMATE" OR "CONTINUE" OR THE NEGATIVE OR OTHER VARIATIONS THEREOF
OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES,
CERTAIN OF WHICH ARE BEYOND THE COMPANY'S CONTROL, AND ACTUAL RESULTS MAY
DIFFER MATERIALLY DEPENDING ON A VARIETY OF IMPORTANT FACTORS, INCLUDING THOSE
DESCRIBED BELOW UNDER THE CAPTION "RISK FACTORS."
3
<PAGE>
THE COMPANY
Founded in 1865, Gleason Corporation is a global leader in the
development and manufacture of technologically advanced gear production
machinery and associated tooling products. The gear production market is
comprised of two segments, the bevel gear market and the cylindrical gear
market. Bevel gears transmit power at a right angle, such as from the drive
shaft to the drive-axle of a vehicle. Cylindrical gears transmit power in
parallel axes of rotation and have a wider variety of applications, including
as components in the transmissions of vehicles. The Company believes it is the
market leader in the bevel gear machinery market and that it has a leading
position in the cylindrical gear equipment market. The Company's extensive
product line includes machinery for the production, finishing and testing of
gears. In addition, the Company offers a global support system providing
tooling, replacement parts, field service, application development services,
gear design and inspection software, training programs, engineering support and
machine rebuild and upgrade services. The Company is also a leader in the
theory of gear design and in the application, testing and analysis of prototype
and production gears.
Over the past five years, approximately two-thirds of the Company's net
sales were made to customers outside the United States. Approximately 76% of
the Company's net sales for the year ended December 31, 1996 were to the
automotive and truck industries. The Company also sells to the aerospace, farm
equipment, construction equipment and power tool industries and to jobbers who
distribute to a variety of industries. For the year ended December 31, 1996,
the Company's top ten customers (which included subsidiaries of Ford Motor
Company, Daimler-Benz AG, Chrysler Corporation, General Motors Corp. and Dana
Corp.) accounted for 44% of the Company's net sales.
The Company's corporate office is located in Rochester, New York, and its
manufacturing operations are conducted at plants in Rochester, New York;
Rockford, Illinois; Munich and Ludwigsburg, Germany; Plymouth, England; Bologna
and Porretta Terme, Italy; Bangalore, India; and Biel, Switzerland. The
Company's executive offices are located at 1000 University Avenue, Rochester,
New York 14692-2970, and its telephone number is (716) 473-1000.
4
<PAGE>
RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE SPECIFIC FACTORS SET
FORTH BELOW, AS WELL AS THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS,
BEFORE DECIDING WHETHER TO INVEST IN THE COMMON STOCK OFFERED HEREBY.
CYCLICALITY OF MARKETS
The primary markets for the Company's products include the automotive,
truck, aerospace, farm equipment, construction equipment and power tool
industries. The Company's sales to these industries have historically been
subject to cyclical variation extending over a number of years, based on
general economic conditions. The demand for, price of and margins for the
Company's products may be adversely impacted by decreases in its customers'
capital spending during periods of economic contraction.
DEPENDENCE ON AUTOMOTIVE AND TRUCK INDUSTRIES
The automotive and truck industries accounted for approximately 76% of
the Company's net sales for the year ended December 31, 1996. For the year
ended December 31, 1996, the Company's top ten customers, all of which were
affiliated with the automotive or truck industries, accounted for approximately
44% of the Company's net sales. A decline in automotive or truck sales and
production could result in a decline in the Company's results of operations or
a deterioration in the Company's financial position. The loss of, or reduced
demand for products from, one or more of the Company's significant customers
could have a material adverse effect on the Company's business, financial
condition or results of operations.
IMPACT AND RISKS OF ACQUISITIONS
Generally, acquisitions involve significant potential risks, including
but not limited to those associated with: (i) the ability to identify and
consummate potential acquisitions; (ii) the diversion of management's attention
to the assimilation of the businesses to be acquired; (iii) the risk that the
acquired business will fail to maintain the operating performance it achieved
historically; (iv) the need to implement financial and other systems and add
management resources; (v) the risk that key employees of the acquired business
will leave after the acquisition; (vi) potential liabilities of the acquired
business; (vii) adverse short-term effects on the Company's operating results;
(viii) lack of success in assimilating or integrating the operations of
acquired businesses with those of the Company; (ix) the incurrence of
additional debt; (x) the amortization of goodwill and other intangible assets
for acquisitions that are accounted for using the purchase method of
accounting; and (xi) unforeseen difficulties in the acquired operations.
On July 31, 1997, the Company acquired The Hermann Pfauter Group
("Pfauter"). On a combined pro forma basis, Pfauter would have accounted for
42% of the Company's net sales for the year ended December 31, 1996. There can
be no assurance when or the extent to which the Company will be able to
successfully integrate the operations of Pfauter or that the Company will be
able to do so with any future acquisitions.
RISKS OF INTERNATIONAL OPERATIONS AND FOREIGN EXCHANGE FLUCTUATIONS
The Company has substantial operations and sales outside of the United
States. Foreign operations are subject to special risks that can materially
affect the sales, profits, cash flows and financial position of the Company,
including taxes on distributions or deemed distributions from subsidiaries,
currency exchange rate fluctuations, inflation, maintenance of minimum capital
requirements, import and export controls, exchange controls, social (labor)
programs and/or changes in the regulatory or political environment. Exchange
rates may affect the Company's pricing in local currencies, possibly impairing
its ability to effectively compete with other companies in such markets. Since
the Company's financial statements are denominated in U.S. dollars, changes in
exchange rates between the dollar and other currencies have had and will have
an impact on the reported results of the Company. While the Company engages in
hedge transactions to reduce the risk of currency exchange rate fluctuations,
there can be no assurances regarding the effectiveness or adequacy of such
transactions.
5
<PAGE>
COMPETITION
The markets in which the Company participates are competitive. Many of
the programs for which the Company competes require bids or proposals from
multiple vendors. The Company's competitors include manufacturers of gear
production equipment, principally in Europe and Japan, some of which have
greater financial resources than the Company. In addition, the Company may
face competition from new entrants into these markets and increased competition
from existing competitors that may develop products which are superior to those
offered by the Company. While the Company believes its product lines compete
effectively in their markets, there can be no assurance that they will continue
to do so. Competition is also encountered from alternative manufacturing
processes for the production of gears, such as forging, forming and molding of
plastic and powder metal.
TECHNOLOGICAL CHANGE
The industrial manufacturing industry, in general, and the gear
production machinery sector, in particular, are subject to technological
change, evolving industry specifications and regulatory requirements, changing
customer requirements and improvements in and expansion of product offerings.
The Company's ability to meet changes in technology, industry specifications,
customer requirements and competitive product offerings as well as to introduce
new and enhanced products on a timely basis which are accepted in the market
are significant factors in the Company's competitive position and its prospects
for growth. Although the Company believes that it has the technological
capabilities to remain competitive, there can be no assurance that developments
by competitors will not render the Company's products or technologies
noncompetitive or obsolete. Failure by the Company to anticipate or respond
rapidly to technological advances, new products and enhancements by
competitors, or changes in customer requirements could have a material adverse
effect on the Company. In addition, technological developments may increase
the productivity or performance of gear production equipment or diminish the
need for gears in certain applications, in either case potentially reducing the
level of demand for the Company's products.
POTENTIAL EFFECT OF ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation, By-laws and Shareholder
Rights Plan contain certain provisions that could hamper the acquisition of the
Company by means of a tender offer, a proxy contest or otherwise. These
provisions include staggered terms for members of the Company's Board of
Directors, advance notice procedures for stockholders to designate nominees for
election as directors of the Company and for stockholders to submit proposals
for consideration at stockholders' meetings and a voting requirement that 85%
of the stockholders entitled to vote to effect certain mergers or acquisition
transactions. In addition, Delaware corporate law contains certain provisions
that restrict certain business combinations. All of the foregoing may have the
effect of deterring certain potential acquisitions of the Company or making
more difficult a change in control of the Company or the removal of incumbent
management or the Board of Directors of the Company, which may thereby inhibit
a change in control of the Company under circumstances that could give the
stockholders the opportunity to realize a premium over the then-prevailing
market prices. See "Certain Anti-Takeover Provisions."
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock has increased
substantially over the past year. The market price of the Common Stock could
continue to fluctuate substantially due to a variety of factors, including
illiquidity due to limited trading volume, quarterly fluctuations in results of
operations, the impact of acquisitions, adverse circumstances affecting the
introduction or market acceptance of new products and services offered by the
Company or its customers, changes in the general economic climate, changes in
earnings estimates by analysts, changes in accounting principles, sales of
Common Stock by existing stockholders, loss of key personnel and other factors.
The market price for the Company's Common Stock may also be affected by the
Company's ability to meet analysts' expectations, and any failure to meet such
expectations, even if minor, could have a material adverse effect on the market
price of the Company's Common Stock. In addition, market conditions in the
industrial manufacturing and automotive industries, or forecasts related
thereto, may have an impact on the market price of the Common Stock. The stock
market historically has experienced volatility which has affected the market
price of securities of many companies and which has sometimes been unrelated to
their operating performance.
6
<PAGE>
FLUCTUATIONS IN QUARTERLY RESULTS
In general, the Company recognizes net sales when products have been
shipped or services have been provided. The Company's quarterly results can be
subject to significant fluctuation based on the timing of its shipments.
Shipments are dependent upon customer delivery requirements and the Company's
ability to satisfy order specifications on a timely basis. In addition, orders
for certain of the Company's products can be large, and a relatively limited
number of orders can constitute a meaningful percentage of the Company's net
sales in any quarterly period.
DEPENDENCE ON INTELLECTUAL PROPERTY RIGHTS
The Company's ability to compete effectively will depend, in part, on its
ability to protect its intellectual property, including its patents,
trademarks, copyrights and trade secrets, and on its ability to obtain future
patents. In addition to patents, the Company relies on a combination of
trademark registrations, copyrights and confidentiality agreements to protect
its proprietary rights in intellectual property. The Company's ability to
compete effectively also depends on its ability to avoid infringing on the
proprietary rights of others. Because pending U.S. patent applications are
confidential for a period of time after they are filed, it is impossible to
anticipate all potential patent infringement issues for products under
development. There can be no assurance that the steps taken by the Company to
protect its intellectual property will be adequate to prevent misappropriation
or that others will not independently develop technologies or products that
compete with or are superior to the products of the Company. Likewise, there
can be no assurance that the Company will not inadvertently infringe on the
intellectual property rights of others.
SELLING STOCKHOLDERS
The Selling Stockholders are the Gleason Foundation and The Retirement
Plan of The Gleason Works. The following table sets forth certain information
concerning the beneficial ownership of the Common Stock as of October 1, 1997
and as adjusted to reflect the sale of 1,300,000 shares of Common Stock by the
Selling Stockholders. Share and percentage information reflects the stock
distribution in the form of a two-for-one stock split declared on August 28,
1997 and payable September 26, 1997.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES TO BE SHARES BENEFICIALLY
OWNED PRIOR SOLD IN OWNED AFTER
TO OFFERING OFFERING OFFERING (1)
NAME OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
<S> <C> <C> <C> <C> <C>
Gleason Foundation(1) 1,359,126 13.7% 529,896(2) 829,230 8.3%
The Retirement Plan of The 770,104 7.7% 770,104(2) 0 0.0%
</TABLE>
Gleason Works(3)
_________________
(1) Gleason Foundation is a not-for-profit corporation of which James S.
Gleason, Ralph E. Harper and John B. Kodweis, executive officers of the
Company, are directors and/or officers.
(2) Assumes the maximum number of shares of Common Stock registered for sale by
each Selling Shareholder is sold in this offering.
(3) Messrs. Gleason, Harper and Kodweis comprise a committee vested with the
powers to vote and dispose of the shares of Common Stock owned by The
Retirement Plan of The Gleason Works.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock, par value $1.00 per share, and 500,000 shares of Preferred
Stock, par value $1.00 per share. As of September 30, 1997, 11,594,140 shares
of Common Stock were issued, of which 9,952,912 were outstanding and held by
approximately 3,000 stockholders of record. As of such date, there were
presently exercisable options outstanding under the Company's 1981 and 1992
Stock Plans to purchase an aggregate of up to approximately 621,650 shares
of Common Stock, which options had
7
<PAGE>
a weighted average exercise price of approximately $9.98 per share, and there
were 57,544 hypothetical shares outstanding under the Company's Directors Fees
Deferral Plan (which hypothetical shares are held by certain directors of the
Company and have no voting rights). No shares of Preferred Stock have been
issued by the Company. The Board of Directors has, however, established the
Series A Junior Participating Preferred Stock, consisting of 87,500 shares, and
fixed by resolution the designation and other terms thereof, for use in
connection with the Company's Shareholder Rights Plan. No such shares have
been issued and the related rights (the "Rights") are not currently
exercisable.
COMMON STOCK
Subject to the right of holders of Preferred Stock issued in the future
to elect one or more directors if dividends on such shares are in default, the
holders of shares of Common Stock are entitled to one vote per share on all
matters to be voted on by stockholders. The holders of shares of Common Stock
are not entitled to cumulate their votes in the election of directors and, as a
consequence, minority stockholders will not be able to elect directors on the
basis of their votes alone. Subject to any dividend preferences that may be
applicable to any shares of Preferred Stock issued in the future, holders of
shares of Common Stock are entitled to receive ratably such dividends as may be
declared from time to time by the Board of Directors, in its discretion, from
any assets legally available therefor. In the event of a liquidation,
dissolution or winding up of the Company, holders of the Common Stock are
entitled to share ratably in all assets remaining after payment of liabilities
and any liquidation preferences that may be applicable to any shares of
Preferred Stock issued in the future. The holders of Common Stock are not
entitled to preemptive, subscription or conversion rights, and there are no
redemption or sinking fund provisions applicable to the Common Stock. The
holders of Common Stock are not subject to further calls or assessments by the
Company. All outstanding shares of Common Stock are validly issued, fully paid
and nonassessable. See "Certain Anti-Takeover Provisions-Series A Junior
Participating Stock" below.
The Common Stock is quoted on the New York Stock Exchange under the
symbol "GLE." The Company's transfer agent and registrar for its Common Stock
is American Stock Transfer & Trust Company, New York, New York 10005.
CERTAIN ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation and Bylaws contain certain
provisions that could make more difficult the acquisition of the Company, or
control of the Company, by means of a tender offer, a proxy contest, or
otherwise. These provisions are intended to discourage certain types of
coercive takeover practices and inadequate takeover bids and to encourage
persons seeking to acquire control of the Company to negotiate first with the
Board of Directors. The Company believes that the benefits of these provisions
outweigh the potential disadvantages of discouraging such proposals because,
among other things, negotiation of such proposals might result in an
improvement of their terms. The description set forth below is intended as a
summary only and is qualified in its entirety by reference to the Certificate
of Incorporation, the Bylaws, and the Rights Agreement dated as of June 8, 1987
between the Company and Chase Lincoln First Bank, N.A. (now The Chase Manhattan
Bank), as Rights Agent, all as amended, which are incorporated by reference
into the Registration Statement of which this Prospectus is a part.
SHAREHOLDER RIGHTS PLAN
Pursuant to the Company's Shareholder Rights Plan (the "Plan"), which was
adopted by the Board of Directors in June 1989, each outstanding share of the
Company's Common Stock carries one Preferred Stock purchase Right. Each Right,
when exercisable, entitles the holder to purchase from the Company for $22.50,
one two-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $1 per share, of the Company. The Rights become exercisable, subject
to certain exceptions, upon announcement that a person or group has acquired
15% or more of the Company's outstanding Common Stock, or 10 days, or such
other period as the Board may determine, following commencement of, or
announcement of an intention to commence, a tender or exchange offer the
consummation of which would result in a person or group owning 15% or more of
the Company's outstanding Common Stock, whichever occurs first. Until the
Rights become exercisable, they will be evidenced
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<PAGE>
by the certificates for the shares of Common Stock. If and when they become
exercisable, Rights Certificates will be issued which will trade separately
from the shares of Common Stock.
If any person or group becomes the beneficial owner of 15% of the
outstanding Common Stock, other than pursuant to a Permitted Offer, as defined
in the Plan, each holder of a Right, other than an Acquiring Person as defined
in the Plan, will have the right to receive, upon exercise, Common Stock of the
Company (or, in certain circumstances, cash, property or other securities of
the Company or to a reduction in the purchase price) having a value equal to
two times the exercise price of $22.50, or the Board may elect to issue without
any payment Common Stock and/or equivalents of the Company with a value equal
to the exercise price. If a person or group becomes the beneficial owner of
15% or more of the Company's outstanding Common Stock and the Company is
thereafter acquired by another entity, by merger, consolidation, or transfer of
50% or more of the Company's assets, in one or more transactions, each holder
of a Right, other than an Acquiring Person, will have the right to receive,
upon exercise, common shares of the acquiring company (including the Company if
it is the surviving company) having a value equal to two times the exercise
price ($22.50) of the Right. The Rights will expire on June 15, 1999, unless
exercised by the holder or redeemed by the Company prior to that date. The
Company may, subject to certain conditions, redeem the Rights at a price of
$.005 per Right.
The Shareholder Rights Plan is designed to protect stockholders against
unsolicited attempts to acquire control of the Company, whether through
accumulation of shares in the open market or tender offers that do not offer
what the Board believes to be an adequate price to all stockholders.
STAGGERED BOARD OF DIRECTORS
The Certificate of Incorporation and the Bylaws provide that the Board of
Directors will be divided into three classes of directors, each class
constituting approximately one-third of the total number of directors and with
the classes serving staggered three-year terms. The classification of
directors will have the effect of making it more difficult for stockholders to
change the composition of the Board of Directors. The Company believes,
however, that the longer time required to elect a majority of a classified
Board of Directors will help to ensure continuity and stability of the
Company's management and policies.
The classification provisions could also have the effect of discouraging
a third party from accumulating large blocks of the Company's stock or
attempting to obtain control of the Company, even though such an attempt might
be beneficial to the Company and its stockholders. Accordingly, stockholders
could be deprived of certain opportunities to sell their shares of Common Stock
at a higher market price than might otherwise be the case.
NUMBER OF DIRECTORS; REMOVALS; FILLING VACANCIES
The Bylaws of the Company provide that the number of directors will be
fixed by the Board of Directors, but shall consist of not less than 5 nor more
than 15 directors. In addition, the Bylaws provide that any vacancies may be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum. Accordingly, the Board of Directors could temporarily
prevent any stockholder from enlarging the Board of Directors and filling the
new directorships with such stockholder's own nominees.
Under the Delaware General Corporation Law ("DGCL"), directors serving on
a classified board may only be removed by the stockholders for cause.
NO STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS
The Company's Certificate of Incorporation provides that stockholder
action can be taken only at a meeting of stockholders. The DGCL provides that
special meetings of stockholders may be called by the Board of Directors or by
such person or persons authorized by the certificate of incorporation or the
bylaws. The Company's Bylaws provide only for the calling of such meetings by
the Board of Directors. These provisions could have the effect of delaying
consideration of a stockholder proposal until the next annual meeting.
ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS AND STOCKHOLDER PROPOSALS
9
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The Bylaws establish an advance notice procedure for stockholders to make
nominations of candidates for election as directors or bring other business
before an annual meeting of stockholders of the Company (the "Stockholder
Notice Procedure").
The Stockholder Notice Procedure provides that (i) only persons who are
nominated by, or at the direction of, the Board of Directors, or by a
stockholder who has given timely written notice containing specified
information to the Secretary of the Company prior to the meeting at which
Directors are to be elected, will be eligible for election as directors of the
Company and (ii) at an annual meeting only such business may be conducted as
has been brought before the meeting by, or at the direction of, the Board of
Directors, or by a stockholder who has given timely written notice to the
Secretary of the Company of such stockholder's intention to bring such business
before such meeting. For notice of stockholder nominations or business to be
made at an annual meeting to be timely, such notice must be received by the
Company not less than 60 days nor more than 90 days prior to the scheduled date
of the meeting, except that, if less than 70 days notice or prior public
disclosure of the date of such meeting is given, then within 10 days following
the earlier of mailing such notice or making such public disclosure.
The purpose of requiring stockholders to give the Company advance notice
of nominations and other business is to afford the Board of Directors a
meaningful opportunity to consider the qualifications of the proposed nominees
or the advisability of the other proposed business and, to the extent deemed
necessary or desirable by the Board of Directors, to inform stockholders and
make recommendations about such qualifications or business, as well as to
provide a more orderly procedure for conducting meetings of stockholders.
Although the Bylaws do not give the Board of Directors any power to disapprove
stockholder nominations for the election of directors or proposals for action,
they could have the effect of precluding a contest for the election of
directors or the consideration of stockholder proposals if the proper
procedures are not followed, and of discouraging or deterring a third party
from conducting a solicitation of proxies to elect its own slate of directors
or to approve its own proposal, without regard to whether consideration of such
nominees or proposals might be harmful or beneficial to the Company and its
stockholders.
PREFERRED STOCK
The Certificate of Incorporation authorizes the Board of Directors to
establish one or more series of Preferred Stock and to determine, with respect
to any series of Preferred Stock, the preferences, rights and other terms of
such series. The Company believes that the ability of the Board of Directors
to issue one or more series of Preferred Stock will provide the Company with
increased flexibility in structuring possible future financing and acquisitions
and in meeting other corporate needs which might arise. The authorized shares
of Preferred Stock will be available for issuance without further action by the
Company's stockholders, unless such action is required by applicable law or the
rules of any stock exchange or automated quotation system on which the
Company's securities are listed or traded. Although the Board of Directors has
no intention at the present time of doing so, it could issue a series of
Preferred Stock that could, depending on the terms of such series, impede a
merger, tender offer or other transaction that some, or a majority, of the
Company's stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their stock over the then current
market price of such stock.
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
As indicated above, the Board of Directors has established the Series A
Junior Participating Preferred Stock ("Series A Preferred Shares"), consisting
of 87,500 shares. Each Right under the Company's Shareholder Rights Plan will
become exercisable for one two-hundredth of such a share if the Distribution
Date under the Plan occurs.
The holders of Series A Preferred Shares will be entitled with respect to
each such share to: (i) subject to the rights of holders of any senior
preferred shares, receive quarterly dividends in an amount per share equal to
the greater of $1 or 100 times the dividend paid on a share of Common Stock;
(ii) 100 votes on all matters on which holders of Common Stock vote, voting
together with holders of Common Stock as a single class, except that, if
dividends on the Series A Preferred Shares are in default for six consecutive
quarters, holders of the Series A Preferred Shares will be entitled to elect
two directors until such default is cured; and (iii) subject to the rights of
holders of any senior preferred shares, receive on liquidation $100 per share,
plus any accrued unpaid dividends, and then, following payment to the holders
of Common Stock of $.50 per share, holders of Preferred Shares and
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holders of Common Stock will share in the remaining assets in the ratio of 200
per Preferred Share to 1 per share of Common Stock. The Preferred Shares are
not redeemable.
FAIR PRICE PROVISION
The Company's Certificate of Incorporation contains a Fair Price
Provision which was adopted prior to the adoption of Section 203 of the DGCL
(see "-Anti-takeover Legislation" below) and which, while generally similar in
effect to that Section, has a number of differences from it. The Company
provision provides that any Business Combination with or involving a
stockholder ("Interested Stockholder") which, with its affiliates, beneficially
owns 10% or more of the Company's outstanding Common Stock ("Major
Stockholder") shall require the affirmative vote of at least the holders of 85%
of the outstanding shares of Common Stock and the holders of 2/3rds of the
outstanding shares of Common Stock not owned by such stockholder, unless:
(i) the Business Combination shall have been approved by a majority of the
Disinterested Directors, as defined in the provision; or (ii) the consideration
paid in the Business Combination shall be in an amount and form specified in
the provision; a proxy or information statement for the Business Combination
complying with the requirements of the Securities Exchange Act of 1934 shall be
provided; the Interested Stockholder shall have received no benefits specified
in the provision since becoming a Major Stockholder; and, except as approved by
a majority of Disinterested Directors, dividends shall have continued to be
paid at at least the highest rate paid since one year before the Interested
Stockholder became a Major Stockholder, and it shall not have acquired
additional shares since becoming a Major Stockholder.
The provision is designed to prevent two-step acquisitions in which an
acquiring person or company obtains a sufficient number of shares to enable it
to vote for a merger in which the remaining stockholders are forced out,
receiving less than the acquirer offered in the first step and perhaps also
receiving unmarketable securities rather than cash, and perhaps being oppressed
in the interim, and may accordingly make it more difficult for an Interested
Stockholder to effect a Business Combination with the Company.
ANTI-TAKEOVER LEGISLATION
Section 203 of the DGCL provides that, subject to certain exceptions
specified therein, a corporation shall not engage in any business combination
with any interested stockholder (generally a 15% stockholder) for a three-year
period following the date that such stockholder becomes an interested
stockholder unless (i) prior to such date, the board of directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder, or (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock at the time the transaction commenced (excluding certain shares),
or (iii) on or subsequent to such date, the business combination is approved by
the board of directors of the corporation and by the affirmative vote of at
least 66 2/3 % of the voting stock which is not owned by the interested
stockholder. Section 203 of the DGCL may acccordingly make it more difficult
for an interested stockholder to effect various business combinations with a
corporation for a three-year period.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Common Stock through underwriters
or dealers, directly to one or more purchasers, through agents or through a
combination of any such methods of sale. Any such underwriter, dealer or agent
involved in the offer and sale of the Common Stock will be named in the
applicable Prospectus Supplement.
The distribution of the Common Stock may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices.
In connection with the sale of the Common Stock, underwriters or agents
may receive compensation from the Company or from purchasers of the Common
Stock, for whom they may act as agents, in the form of discounts, concessions
or commissions. Underwriters may sell the Common Stock to or through dealers,
and such dealers may
11
<PAGE>
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agents. The Selling Stockholders and the underwriters, dealers and agents
that participate in the distribution of the Common Stock may be deemed to be
underwriters under the Securities Act, and any discounts or commissions they
receive from the Company and any profit on the sale of the Common Stock they
realize may be deemed to be underwriting discounts and commissions under the
Securities Act. Any discounts, commissions or other compensation paid by the
Selling Stockholders to underwriters, dealers or agents will be described in
the applicable Prospectus Supplement.
Any Common Stock that may be sold pursuant to a Prospectus Supplement is
listed on the New York Stock Exchange.
Under agreements into which the Selling Stockholders and the Company may
enter, underwriters, dealers and agents who participate in the distribution of
the Common Stock may be entitled to indemnification by the Selling Stockholders
and the Company against certain liabilities, including liabilities under the
Securities Act.
In the event of a "distribution" of the shares, the Selling Stockholders,
any selling underwriter, dealer or agent and any "affiliated purchasers" may be
subject to Rule 102 under the Exchange Act, which would prohibit, with certain
exceptions, any such person from bidding for or purchasing any security which
is the subject of such distribution until such person's participation in that
distribution is completed.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Common Stock may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered hereby
will be passed upon for the Company by Nixon, Hargrave, Devans & Doyle LLP,
Rochester, New York.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in the Company's Annual Report (Form 10-K, as amended) for the year
ended December 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon authority of such firm as experts in accounting and auditing.
The consolidated balance sheets of Hermann Pfauter GmbH & Co. and its
consolidated subsidiaries at December 31, 1996 and 1995, the related
consolidated financial statements of cash flows for the years then ended and
the related consolidated statements of income for the years ended December 31,
1996, 1995 and 1994 appearing in the Company's Current Report on Form 8-K dated
August 14, 1997, as amended, have been audited by Ernst & Young GmbH,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference which, as to the years 1995 and 1994, are
based in part on the reports of Dugan & Lopatka, CPAs, PC, independent
auditors. The financial statements referred to above are incorporated herein
by reference in reliance upon such reports given upon authority of such firms
as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table is an itemized listing of expenses to be incurred in
connection with the issuance and distribution of the shares of Common Stock
being registered hereby, other than underwriting discounts and commissions.
These expenses will be borne by the Selling Stockholders. All amounts shown
are estimates, except the SEC Registration fee:
SEC Registration Fees $ 10,796
Printing and Engraving Expenses 55,000
Legal Fees and Expenses 110,000
Accounting Fees and Expenses 125,000
Miscellaneous 36,704
--------
Total $ 337,500
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") permits the
Company to indemnify any director or officer of the Company against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
or 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 in any civil action or proceeding it is determined
that 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, it is determined that he 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, unless allowed by the court in which such action is
brought. This statute requires indemnification of such officers and directors
against expenses to the extent they may be successful in defending any such
action. The statute also permits purchase of liability insurance by the
Company on behalf of its officers and directors.
Article VII of the Company's By-laws provide for the mandatory
indemnification of and advancement of litigation expenses to any person to the
full extent permitted by the DGCL against expenses, judgments, fines and
amounts paid in settlement reasonably incurred in connection with any action,
suit or proceeding in which he is made, or threatened to be made, a party by
reason of the fact he is or was a director or officer of the Company or, at its
request, of another entity. These provisions are not exclusive of any other
indemnification rights to which a person may otherwise be entitled. The
Company may also purchase liability insurance on behalf of its directors and
officers and has done so.
Reference is made to any Underwriting Agreement to be incorporated by
reference herein for provisions relating to the indemnification of the
Underwriters named in such agreement and persons who control such Underwriters
within the meaning of Section 15 of the Securities Act of 1933, and to
indemnification of the Company by any such Underwriters.
See also the undertaking made with respect to indemnification matters
involving the Company's directors, officers and controlling persons, found in
Item 17 below.
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ITEM 16. EXHIBITS.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
1 Form of Underwriting Agreement(1)
3(a) Restated Certificate of Incorporation of the Company(2)
3(b) Certificate of Amendment to Restated Certificate of Incorporation
as filed with the Delaware Secretary of State on May 8, 1996 is
incorporated herein by reference to Exhibit 3 to the
registrant's Form 10-Q for the period ending March 31, 1996.
3(c) By-laws of the Company, as amended(2)
4(a) Specimen of Common Stock Certificate(2)
4(b) Gleason Corporation Preferred Stock Purchase Rights Agreement, as
amended(2)
5 Opinion of Nixon, Hargrave, Devans & Doyle LLP(1)
23(a) Consent of Nixon, Hargrave, Devans & Doyle LLP (1)
23(b) Consent of Ernst & Young LLP
23(c) Consent of Ernst & Young GmbH
23(d) Consent of Dugan & Lopatka, CPAs, PC
24 Powers of Attorney (contained in the signature page)
_______________
(1)To be filed by amendment or as an exhibit to a document to be incorporated
by reference herein in connection with an offering of the Common Stock.
(2)Incorporated herein by reference to the registrant's Form 8-K dated and
filed October 2, 1997.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended
("Securities Act"), each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
("Exchange Act") (and, where applicable, each filing of an employee benefit
plan's Annual Report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 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 that 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 such 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 and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby further 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;
(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,
II-2
<PAGE>
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of 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% 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 (i) and (ii) above do not apply if 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
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act 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 the 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.
The undersigned Registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and
contained in a form of Prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this Registration Statement as of the time
it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of
Prospectus 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.
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<PAGE>
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rochester, State of New York, on this
October 1, 1997.
GLEASON CORPORATION
By: /S/ JAMES S. GLEASON
James S. Gleason
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints James S. Gleason, David J.
Burns and John J. Perrotti, and each of them, his true and lawful attorneys-in-
fact and agent, with full power of substitution, 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 or necessary 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 and on the dates indicated:
SIGNATURE TITLE DATE
/s/ James S. Gleason Chairman, President and Chief October 1, 1997
- ---------------------- Executive Officer and Director
James S. Gleason
/s/ John J. Perrotti Vice President-Finance and Chief October 1, 1997
- ---------------------- Financial Officer
John J. Perrotti (PRINCIPAL FINANCIAL OFFICER)
/s/ John W. Pysnack Controller October 1, 1997
- ---------------------- (PRINCIPAL ACCOUNTING OFFICER)
John W. Pysnack
/s/ Martin L. Anderson Director October 1, 1997
- ----------------------
Martin L. Anderson
/s/ Julian W. Atwater Director October 1, 1997
- -----------------------
Julian W. Atwater
/s/ Robert W. Bjork Director October 1, 1997
- -----------------------
Robert W. Bjork
/s/ David J. Burns Director October 1, 1997
- -----------------------
David J. Burns
/s/ J. David Cartwright Director October 1, 1997
- -----------------------
J. David Cartwright
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/s/ John W. Guffey, Jr. Director October 1, 1997
- -------------------------
John W. Guffy, Jr.
/s/ Donald D. Lennox Director October 1, 1997
- --------------------------
Donald D. Lennox
/s/ William P. Montague Director October 1, 1997
- --------------------------
William P. Montague
/s/ Robert A. Sherman Director October 1, 1997
- -------------------------
Robert A. Sherman
/s/ Robert L. Smialek Director October 1, 1997
- -------------------------
Robert L. Smialek
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EXHIBIT 23(B)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Gleason Corporation
for the registration of 1,300,000 shares of its common stock and to the
incorporation by reference therein of our report dated January 30, 1997 (except
for Note 19, as to which the date is October 1, 1997), with respect to the
consolidated financial statements of Gleason Corporation incorporated by
reference in its Annual Report (Form 10-K, as amended) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Syracuse, New York
October 1, 1997
<PAGE>
EXHIBIT 23(C)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Gleason Corporation
for the registration of 1,300,000 shares of its common stock and to the
incorporation by reference therein of our report dated March 27, 1997 (except
for Note 14g., as to which the date is June 4, 1997), with respect to the
consolidated financial statements of Hermann Pfauter GmbH & Co. and its
consolidated subsidiaries included in its Current Report on Form 8-K dated
August 14, 1997, as amended, filed with the Securities and Exchange Commission.
/s/ Ernst & Young GmbH
Stuttgart, Germany
October 1, 1997
EXHIBIT 23(D)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Gleason Corporation
for the registration of 1,300,000 shares of its common stock and to the
incorporation by reference therein of our reports dated February 22, 1996
with respect to the financial statements of American Pfauter Management, Inc.
with respect to the consolidated financial statements of Hermann Pfauter
GmbH & Co. and its consolidated subsidiaries included in its Current Report
on Form 8-K dated August 14, 1997, as amended, filed with the Securities
and Exchange Commission.
/s/ Dugan & Lopatka
Wheaton, Illinois
October 2, 1997
