<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 1996
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PACIFIC SCIENTIFIC COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-0744970
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
620 NEWPORT CENTER DRIVE, SUITE 700
NEWPORT BEACH, CALIFORNIA 92660
(714) 720-1714
(ADDRESS, INCLUDING ZIP CODE AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
<TABLE>
<S> <C>
RICHARD V. PLAT COPIES TO:
EXECUTIVE VICE PRESIDENT & SECRETARY STEPHEN D. COOKE, ESQ.
PACIFIC SCIENTIFIC COMPANY PAUL, HASTINGS, JANOFSKY & WALKER
620 NEWPORT CENTER DRIVE 695 TOWN CENTER DRIVE
SUITE 700 SEVENTEENTH FLOOR
NEWPORT BEACH, CALIFORNIA 92660 COSTA MESA, CALIFORNIA 92626
(714) 720-1714 (714) 668-6200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From
time to time after the effective date of this Registration Statement.
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $1.00 PAR VALUE 983,092 SHARES $22.19 $21,814,812 $7,523
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimate based on the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on
March 11, 1996 pursuant to Rule 457(c) promulgated under the Securities Act
of 1933, as amended.
---------------------------------------------------
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 THIS 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> 2
Subject to Completion, dated March 14, 1996
PROSPECTUS
PACIFIC SCIENTIFIC COMPANY
983,092 Shares of Common Stock
This Prospectus relates to the offering and sale by certain holders (the
"Selling Securityholders") of up to 983,092 shares (the "Shares") of Common
Stock, par value $1.00 per share (the "Common Stock"), of Pacific Scientific
Company, a California corporation ("PSC" or the "Company").
The Shares are being offered for the accounts of the Selling
Securityholders. The Shares offered hereby may be sold from time to time through
broker-dealers or otherwise by the Selling Securityholders, or by pledgees,
donees, transferees, agents or other successors in interest. Such sales may be
made on one or more exchanges (including the New York Stock Exchange) or in the
over-the-counter market or otherwise, at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. No representation is made that any Shares will or will not be
offered for sale. See "Plan of Distribution."
The Company will not receive any proceeds from the sale of the shares by
the Selling Securityholders. It is not possible at the present time to determine
the price to the public in any sale of the Shares by the Selling Securityholders
and each Selling Securityholder reserves the right to accept or reject, in whole
or in part, any proposed purchase of Shares. Accordingly, the public offering
price and the amount of any applicable underwriting discounts and commissions
will be determined at the time of such sale by the Selling Securityholders. The
aggregate proceeds to the Selling Securityholders from the sale of the Shares
will be the purchase price of the Shares sold less all applicable commissions
and underwriters' discounts, if any. See "Selling Securityholders" and "Plan of
Distribution."
The shares of Common Stock of the Company are traded on the New York
Stock Exchange ("NYSE") under the symbol "PSX." The last reported sales price of
the Company's Common Stock as reported by the NYSE on ______________ __, 1996
was $______.
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 ___________ __, 1996.
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> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "SEC"). Copies of such reports,
proxy and information statements and other information can be inspected and
copied at the public reference facilities maintained by the SEC at its principal
office located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the following Regional Offices of the SEC: Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661; and
Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company's Common Stock is listed on the New York Stock Exchange and
reports, proxy statements and other information concerning the Company may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
The Company has filed with the SEC a registration statement on Form S-3
(together with any amendments thereto, the "Registration Statement") under the
Securities Act of 1933 (the "Securities Act"), with respect to the Shares to be
offered pursuant to this Prospectus. This Prospectus is part of the Registration
Statement and does not contain all the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations of the SEC. Such additional information may be obtained from the
SEC's principal office in Washington, D.C. Statements contained in this
Prospectus or in any document incorporated by reference in this Prospectus as to
the contents of any contract or other document referred to herein or therein 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 or such other document, each such statement being qualified in all
respects by such reference.
------------------------
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus, and if given or made, such information or representations should not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy the shares of Common Stock
offered by this Prospectus, by anyone in any jurisdiction in which such offer to
sell or solicitation is not authorized, or in which the person making such offer
is not qualified to do so or to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of the Prospectus nor any
distribution of shares pursuant to this Prospectus shall, under any
circumstances, create any implication that there has been no change in the
information set forth or incorporated by reference herein or in the affairs of
the Company since the date of this Prospectus.
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<PAGE> 4
INCORPORATION BY REFERENCE
This Prospectus incorporates by reference certain documents which are
not presented herein or delivered herewith. These documents are available upon
request from Richard V. Plat, Executive Vice President and Secretary, Pacific
Scientific Company, 620 Newport Center Drive, Suite 700, Newport Beach,
California 92660, telephone (714) 720-1714.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such person, a copy of any
and all of the information that has been incorporated herein by reference, other
than exhibits to such information, unless such exhibits are specifically
incorporated herein by reference into the information that this Prospectus
incorporates. Requests for such documents should be directed to the person
indicated in the immediately preceding paragraph.
The following documents, which have been filed with the SEC pursuant to
the Exchange Act, are hereby incorporated by reference herein:
(a) PSC's Current Report on Form 8-K, Date of Report January 29, 1996;
(b) PSC's Annual Report on Form 10-K for the year ended December 29,
1995;
(c) The description of the Common Stock contained in PSC's Form 8-A
filed with the Commission on November 12, 1979; and
(d) The description of the rights to purchase Series A Junior
Participating Preferred Stock contained in the Company's Form 8-A filed with the
Commission on November 22, 1988, as amended by the Company's Form 8 filed with
the Commission on December 21, 1990.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the termination
of this offering shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents. All information
appearing in this Prospectus or in any document incorporated herein by reference
is not necessarily complete and is qualified in its entirety by the information
and financial statements (including notes thereto) appearing in the documents
incorporated by reference herein and should be read together with such
information and documents. Any statement contained in a document incorporated or
deemed to be incorporated herein by reference 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 that is deemed to
be incorporated herein by reference 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.
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<PAGE> 5
THE COMPANY
The Company was incorporated in California in 1937 as the successor to a
company in business since 1919 and has used the name Pacific Scientific Company
since 1923. The Company's business is manufacturing and selling the products of
its two segments, Electrical Equipment and Safety Equipment. Unless the context
otherwise requires, references to "PSC" and the "Company" refer to Pacific
Scientific Company and its subsidiaries. The Company's principal executive
offices are located at 620 Newport Center Drive, Suite 700, Newport Beach,
California 92660 and its telephone number at that location is (714) 720-1714.
INVESTMENT CONSIDERATION
The trading prices of the Company's Common Stock may be subject to wide
fluctuations in response to periodic variations in operating results,
announcements of technological innovations or new programs and products by the
Company or its competitors, or other factors. Those factors, as well as general
economic, political and market conditions, may adversely affect the market price
of the Common Stock offered pursuant to this Prospectus.
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<PAGE> 6
SELLING SECURITYHOLDERS
The following table sets forth as of March 11, 1996, and upon completion
of the offering described in this Prospectus, information with regard to the
beneficial ownership of the Company's Common Stock by Selling Securityholders.
Such Selling Securityholders may not have a present intention of selling the
Shares and may offer less than the amount of Shares indicated.
<TABLE>
<CAPTION>
Shares Beneficially Owned
-------------------------
Shares Beneficially Shares Beneficially
Owned Before Offering(1) Owned After Offering(3)
------------------------ Shares to -----------------------
Number Percentage be Offered(2) Number Percentage
------ ---------- ------------- ------ ----------
Name and Address
- ----------------
<S> <C> <C> <C> <C> <C>
Louis J. Petralli, Jr. 792,364 6.6% 792,364 0 0%
William Petralli 47,682 * % 47,682 0 0%
Ronald R. Siebert 47,682 * % 47,682 0 0%
James R. Wittkopp 47,682(4) * % 47,682 0 0%
Holger Sommer 47,682(4) * % 47,682 0 0%
</TABLE>
- ---------------------------
* Less than one percent.
(1) The persons named in the above table have sole voting and investment power
with respect to all shares beneficially owned by them, subject to community
property laws where applicable.
(2) The Selling Securityholders may offer less than the amount of Shares
indicated. No representation is made that any Shares will or will not be offered
for sale.
(3) This assumes that all Shares owned by the Selling Securityholders are
offered and sold. The Selling Securityholders reserve the right to accept or
reject, in whole or in part, any proposed purchase of Shares.
(4) This number includes 10,000 shares subject to a Stock Pledge Agreement
between the Selling Securityholder and the Company, which agreement secures the
obligations outstanding under a promissory note dated September 1, 1992 issued
by the Selling Securityholder to Met One, Inc. ("Met One").
All of the Shares covered by this Prospectus were issued by the Company
pursuant to an Agreement and Plan of Merger dated as of December 29, 1995 among
the Company, M1 Acquisition, Inc., Met One and each of the Selling
Securityholders.
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<PAGE> 7
None of the Selling Securityholders had any position or a material
relationship with the Company or any affiliate of the Company during the three
years preceding the consummation of the Company's acquisition of Met One. Since
such acquisition, each of the Selling Securityholders except Louis J. Petralli,
Jr. are employed by Met One, which is now wholly-owned by the Company.
Based on information furnished to the Company by the Selling
Securityholders, the only shares of Common Stock owned by each of the Selling
Securityholders at the commencement of this offering were the shares they
acquired in PSC's acquisition of Met One.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Securityholders, or by pledgees, donees, transferees, agents or other successors
in interest. Such sales may be made on one or more exchanges (including the New
York Stock Exchange) or in the over-the-counter market or otherwise, at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Shares may be sold by one or more of
the following: (a) a block trade in which the broker-dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus; (c) certain exchange distributions in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
broker-dealers engaged by the Selling Securityholders may arrange for other
broker-dealers to participate in the resales.
In connection with distributions of the Shares or otherwise, the
Selling Securityholders may enter into hedging transactions with broker-dealers.
In connection with such transactions, broker-dealers may engage in short sales
of the Shares registered hereunder in the course of hedging the positions they
assume with Selling Securityholders. The Selling Securityholders may also enter
into option or other transactions with broker-dealers which require the delivery
to the broker-dealer of the Shares registered hereunder, which the broker-dealer
may resell or otherwise transfer pursuant to this Prospectus. The Selling
Securityholders may also loan or pledge the Shares registered hereunder to a
broker-dealer and the broker-dealer may sell the Shares so loaned, or upon a
default, the broker-dealer may effect sales of the pledged Shares pursuant to
this Prospectus. In this regard, certain Selling Securityholders have obtained,
or intend to obtain, margin loans from Smith Barney Inc. In connection with such
margin loans, such Selling Securityholders have agreed to pledge Shares as
collateral for the loans. Under certain circumstances, Smith Barney Inc. may
foreclose on and sell such pledged Shares.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Securityholders in amounts to
be negotiated in connection with the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
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<PAGE> 8
commission under the Securities Act. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
The Selling Securityholders may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of the Shares against
certain liabilities, including liabilities arising under the Securities Act. The
Company has agreed to indemnify the Selling Securityholders against certain
liabilities in connection with the offering of the Shares, including liabilities
arising under the Securities Act.
It is not possible at the present time to determine the price to the
public in any sale of the Common Stock by the Selling Securityholders.
Accordingly, the public offering price and the amount of any applicable
underwriting discounts and commissions will be determined at the time of such
sale by the Selling Securityholders. The aggregate proceeds to the Selling
Securityholders from the sale of the Common Stock will be the purchase price of
the Common Stock sold less all applicable commissions and underwriters'
discounts, if any. The Company will pay substantially all the expenses incident
to the registration, offering and sale of the Common Stock to the public by
Selling Securityholders other than fees, discounts and commissions of
underwriters, dealers or agents, if any, and transfer taxes.
USE OF PROCEEDS
The Company will not receive any proceeds of the sale of the Shares by
the Selling Shareholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been
passed upon by Paul, Hastings, Janofsky & Walker, Costa Mesa, California.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from the Company's Annual Report on Form 10-K for the year ended
December 29, 1995 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
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<PAGE> 9
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The fees and expenses payable by the Company in connection with the
sale of the shares of Common Stock being registered are estimated as follows:
<TABLE>
<CAPTION>
Amount
------
<S> <C>
SEC Registration Fee.......................................... $ 7,523
Legal Fees and Expenses*...................................... $ 7,000
Accounting Fees*.............................................. $10,000
Printing and Miscellaneous Expenses*.......................... $ 1,477
-------
Total*...................................... $26,000
=======
</TABLE>
- -------------------
*Indicates estimate
Item 15. Indemnification of Directors and Officers.
Article 6 of the Restated Articles of Incorporation of the Company
filed with the Secretary of State of California on May 4, 1988, eliminates the
personal liability of the directors of the corporation for monetary damages to
the fullest extent permissible under California law as the same exists and to
such greater extent as California law may thereafter permit.
Additionally, pursuant to Article 7 of the Restated Articles of
Incorporation of the Company filed with the Secretary of State of California on
May 4, 1988, the corporation is authorized to indemnify any agent (as defined
therein) to the maximum and broadest extent permitted by California law, as the
same exists and to such greater extent as California law may thereafter permit,
if and to the extent such agent becomes entitled to indemnification by bylaw,
agreement, vote of shareholders or disinterested directors or otherwise. This
authorization includes, without limitation, the authority to indemnify any agent
in excess of that otherwise expressly permitted by Section 317 of the California
Corporations Code as to action in an official capacity and as to action in
another capacity while holding such office for breach of duty to the corporation
and its shareholders, provided, however, that the corporation is not authorized
to indemnify any agent for any acts or omissions from which a director may not
be relieved of liability as set forth in the exceptions to Paragraph (10) of
Section 204(a) of the California Corporations Code or as to circumstances in
which indemnity is expressly prohibited by Section 317 of the California
Corporations Code. When used in Article 7 of the Restated
II-1
<PAGE> 10
Articles of Incorporation, "agent" shall have the meaning assigned to this term
in Section 317 of the California Corporations Code. Each reference herein to a
provision of the California Corporations Code shall mean that provision as the
same may be amended from time to time, but only to the extent that such
amendment would broaden or increase the scope or magnitude of permissible
indemnification.
Item 16. Exhibits.
5 Opinion of counsel as to legality of securities being registered.
23.1 Independent auditors' consent.
23.2 Consent of counsel (included in Exhibit 5).
24 Power of Attorney (included herein on the signature page).
27 Financial Data Schedule. Incorporated by reference to Exhibit 27
of Pacific Scientific Company's Annual Report on Form 10-K for
the year ended December 29, 1995.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
II-2
<PAGE> 11
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of post-effective
amendment any of the securities which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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 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.
II-3
<PAGE> 12
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 Newport Beach, County of Orange, State of California,
on March 14, 1996.
PACIFIC SCIENTIFIC COMPANY
By: /s/ RICHARD V. PLAT
------------------------------
Richard V. Plat
Executive Vice President
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Edgar S. Brower and Richard V. Plat, or
any of them, 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, to sign this Registration Statement and any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ EDGAR S. BROWER
- ----------------------- Principal Executive March 14, 1996
Edgar S. Brower Officer and Director
/s/ RICHARD V. PLAT
- ----------------------- Executive Vice President March 14, 1996
Richard V. Plat (Principal Financial Officer)
/s/ WILLIAM L. NOTHWANG
- ----------------------- Controller (Principal Accounting March 14, 1996
William L. Nothwang Officer)
</TABLE>
II-4
<PAGE> 13
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ WALTER F. BERAN
- ------------------------- Director March 14, 1996
Walter F. Beran
/s/ RALPH O. BRISCOE
- ------------------------- Director March 14, 1996
Ralph O. Briscoe
/s/ RALPH D. KETCHUM
- ------------------------- Director March 14, 1996
Ralph D. Ketchum
/s/ WILLIAM A. PRESTON
- ------------------------- Director March 14, 1996
William A. Preston
/s/ MILLARD H. PRYOR, JR.
- ------------------------- Director March 14, 1996
Millard H. Pryor, Jr.
/s/ THOMAS P. STAFFORD
- ------------------------- Director March 14, 1996
Thomas P. Stafford
/s/ HARRY W. TODD
- ------------------------- Director March 14, 1996
Harry W. Todd
</TABLE>
II-5
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5 Opinion of counsel as to legality of securities
being registered.
23.1 Independent auditors' consent.
23.2 Consent of counsel (included in Exhibit 5).
24 Power of Attorney (included herein on
the signature page).
27 Financial Data Schedule. Incorporated by reference to
Exhibit 27 of Pacific Scientific Company's Annual Report
on Form 10-K for the year ended December 29, 1995.
</TABLE>
<PAGE> 1
EXHIBIT 5
Paul, Hastings, Janofsky & Walker
695 Town Center Drive
17th Floor
Costa Mesa, California 92626
(714) 668-6200
(714) 979-1921 FACSIMILE
March 14, 1996
Pacific Scientific Company
620 Newport Center Drive, Ste. 700
Newport Beach, CA 92660
Ladies and Gentlemen:
We are furnishing this opinion of counsel to Pacific
Scientific Company, a California corporation (the "Company"), for filing as
Exhibit 5 to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. The Registration
Statement relates to the resale of up to 983,092 shares (the "Shares") of the
Company's Common Stock, $1.00 par value.
We have examined the Certificate of Incorporation and Bylaws
of the Company, and the originals, or copies certified or otherwise identified,
of records of corporate action of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company, and such
other instruments and documents as we deemed necessary, as a basis for the
opinions hereinafter expressed. In such examination we have assumed the
genuineness of all signatures, the authenticity of all corporate records and
other documents submitted to us and the conformity to original documents
submitted to us as certified or photostatic copies.
Based upon our examination as aforesaid, and in reliance upon
our examination of such questions of law as we deem relevant under the
circumstances, we are of the opinion that the Shares, when sold as described in
the Registration Statement, are and will continue to be validly issued, fully
paid and nonassessable.
This opinion is limited to existing California and Federal law
and we express no opinion with respect to the laws or effects of laws of any
other jurisdiction.
<PAGE> 2
Pacific Scientific Company
March 14, 1996
Page 2
We hereby consent to the filing of this opinion of counsel as
Exhibit 5 to the Registration Statement.
Respectfully submitted,
/s/ Paul, Hastings, Janofsky & Walker
-------------------------------------
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Pacific Scientific Company on Form S-3 of our report dated February 2, 1996,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Pacific Scientific Company for the year ended December 29, 1995, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
Deloitte & Touche LLP
Costa Mesa, California
March 13, 1996
