<PAGE>
As filed with the Securities and Exchange Commission on June 13, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CENTRAL SPRINKLER CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2328106
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
451 North Cannon Avenue
Lansdale, Pennsylvania 19446
(Address of principal executive offices) (Zip Code)
CENTRAL SPRINKLER CORPORATION
1996 EQUITY COMPENSATION PLAN
(Full title of the plan)
GEORGE G. MEYER
Chief Executive Officer
Central Sprinkler Corporation
451 North Cannon Avenue
Lansdale, Pennsylvania 19446
(Name and address of agent for service)
(215) 362-0700
(Telephone number, including area code, of agent for service)
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Copy of all communications to:
THOMAS J. SHARBAUGH
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
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<S> <C> <C> <C>
Common Stock, par
value $.01 per share 800,000(2) $25.75 $20,600,000 $6,242.42
====================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee, based upon the average of the reported high and low sales
prices of shares of Common Stock of June 10, 1997 as reported on the Nasdaq
National Market System.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by Central Sprinkler Corporation
(the "Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "Commission") are incorporated by reference
in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for
the quarters ended January 31, 1997 and April 30, 1997; and
(c) The description of the Registrant's Common Stock,
$.01 par value (the "Common Stock") that is contained in a
registration statement filed under the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 after the date of this registration
statement, and prior to the filing of a post-effective amendment to this
registration statement that indicates that all securities offered by this
registration statement have been sold or which registers all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be part hereof from the date of filing of such
documents. Each document incorporated by reference into this registration
statement shall be deemed to be a part of this registration statement from the
date of the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed document
which is incorporated by reference into this registration statement.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document that is also 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 hereof.
Experts. The consolidated financial statements of the Registrant
and its subsidiaries as of October 31, 1996 and 1995 and for the years ended
October 31, 1996, October 31, 1995 and October 31, 1994, included in the
Registrant's Annual Report on Form 10-K for the fiscal year ended October 31,
1996, have been incorporated by reference in this registration statement in
reliance upon the report of Arthur Andersen LLP, independent public accountants,
and upon the authority of such firm as experts in accounting and auditing in
giving said report. Future consolidated financial statements of the Registrant
and the reports thereon of Arthur Andersen LLP also will be incorporated by
reference in this registration statement in reliance upon the authority of such
firm as experts in giving those reports to the extent such firm has audited
those consolidated financial statements and consented to the use of their
reports thereon.
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Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the issuance of the shares of Common Stock
described herein has been passed upon for the Company by Morgan, Lewis & Bockius
LLP, Philadelphia, Pennsylvania. Thomas J. Sharbaugh, a partner of Morgan, Lewis
& Bockius LLP, is a member of the Registrant's Board of Directors and serves as
an Assistant Secretary of the Registrant. As of June 12, 1997, Mr. Sharbaugh
beneficially owned 498 shares of Common Stock and options to purchase 6,000
shares of Common Stock, all of which are currently exercisable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
The Pennsylvania Business Corporation Law of 1988, as amended (the
"BCL"), permits a corporation to indemnify its directors and officers against
expenses, judgments, fines and amounts paid in settlements incurred by them in
connection with any pending, threatened or completed action or proceeding, and
permits such indemnification against expenses incurred in connection with any
pending, threatened or completed derivative action, if the director or officer
has acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with respect to
any criminal proceeding, had no reasonable cause to believe his or her conduct
was unlawful. Furthermore, the BCL provides that expenses incurred in defending
any action or proceeding may be paid by the corporation in advance of the final
disposition upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined that the director or
officer is not entitled to be indemnified by the corporation. The corporation is
required to indemnify directors and officers against expenses they may incur in
defending actions against them in such capacities if they are successful on the
merits or otherwise in the defense of such actions.
The BCL provisions for indemnification and advancement of expenses
are non-exclusive with respect to any other rights, such as contractual rights
or under a bylaw or vote of shareholders or disinterested directors, to which a
person seeking indemnification or advancement of expenses may be entitled. Such
contractual or other rights may, for example, under Pennsylvania law, provide
for indemnification against judgments, fines and amounts paid in settlement
incurred by the indemnified person in connection with derivative actions.
Pennsylvania law permits such derivative action indemnification in any case
except where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
The BCL permits a corporation to purchase and maintain insurance on
behalf of any director or officer of the corporation against any liability
asserted against the director or officer and incurred in such capacity, whether
or not the corporation would have the power to indemnify the director or officer
against such liability.
Article VIII of the Company's Bylaws and the form of
indemnification agreement approved by the shareholders provide indemnification
of directors, officers and other agents of the Company to the extent permitted
by the BCL which grants a corporation broad authority to indemnify its
directors, officers and other agents for liabilities and expenses incurred in
such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Article VIII of the Bylaws and the form of indemnification
agreement provide, except as expressly prohibited by law, an unconditional right
to indemnification for expenses and any liability paid or incurred by any
director or officer to the Company, or any other person designated by the Board
of Directors as an indemnified representative, in connection with any actual or
threatened claim, action, suit or proceeding (including derivative suits) in
which he or she may be involved by reason of being or having been a director,
officer, employee or agent of the Company or, at the request of the Company, of
another corporation, partnership, joint venture, trust, employee benefit
plan or other entity.
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<PAGE>
Article VIII also authorizes the Company to further effect or
secure its indemnification obligations by entering into indemnification
agreements and maintaining insurance.
The Company maintains, on behalf of its directors and officers,
insurance protection against certain liabilities arising out of the discharge of
their duties, as well as insurance covering the Company for indemnification
payments made to its directors and officers for certain liabilities.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
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The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares
being registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this Registration
Statement).
Item 9. 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 the
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 the registration statement; and
(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;
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Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this Section 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 the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
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 herein, 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 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lansdale, Pennsylvania, on this 12th day of June, 1997.
CENTRAL SPRINKLER CORPORATION
By: /s/ William J. Meyer
------------------------------
William J. Meyer
President
KNOW ALL MEN BY THESE PRESENTS, that the Securities Act of 1933, each
person whose signature appears below makes, constitutes and appoints Albert T.
Sabol 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 execute and cause to be filed with the Securities and
Exchange Commission any and all amendments and post-effective amendments to this
registration statement and to file the same with all exhibits thereto and other
documents in connection therewith and hereby ratifies and confirms all that said
attorney-in-fact, or his substitute or substitutes, may 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Winston J. Churchill Chairman of the Board and Director June 12, 1997
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Winston J. Churchill
/s/William J. Meyer President and Director June 12, 1997
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William J. Meyer
/s/George G. Meyer Chief Executive Officer, Treasurer, June 12, 1997
- ------------------------------------- Secretary and Director (Principal
George G. Meyer Executive Officer)
/s/Albert T. Sabol Executive Vice-President Finance June 12, 1997
- ------------------------------------- (Principal Financial and Accounting
Albert T. Sabol Officer)
/s/Stephen J. Meyer Director June 12, 1997
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Stephen J. Meyer
/s/Joseph L. Jackson Director June 12, 1997
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Joseph L. Jackson
/s/Barbara M. Henagan Director June 12, 1997
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Barbara M. Henagan
/s/Richard P. O'Leary Director June 12, 1997
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Richard P. O'Leary
/s/Thomas J. Sharbaugh Director June 12, 1997
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Thomas J. Sharbaugh
/s/Timothy J. Wagg Director June 12, 1997
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Timothy J. Wagg
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
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5.1 Opinion of Morgan, Lewis & Bockius LLP as to the
legality of the shares being registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page
of this registration statement).
<PAGE>
Exhibit 5.1
June 12, 1997
Central Sprinkler Corporation
451 North Cannon Avenue
Lansdale, Pennsylvania 19446
Re: Central Sprinkler Corporation - Form S-8 Registration Statement Relating to
the Central Sprinkler Corporation 1996 Equity Compensation Plan
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Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
registration statement (the "Registration Statement") for filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder.
The Registration Statement relates to 800,000 shares of Common Stock, $.01 par
value (the "Common Stock"), of Central Sprinkler Corporation (the "Registrant")
which may be issued pursuant to the 1996 Equity Compensation Plan of the
Registrant (the "Plan"). We have examined the Registrant's Articles of
Incorporation, as amended, By-Laws, as amended, minutes and such other
documents, and have made such inquiries of the Registrant's officers, as we have
deemed appropriate. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all items submitted to us as originals, and the
conformity with originals of all items submitted to us as copies.
Based upon the foregoing, it is our opinion that the Registrant's Common Stock
originally issued by the Registrant to eligible participants through the Plan,
when issued and delivered as contemplated by the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Morgan, Lewis & Bockius LLP
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Morgan, Lewis & Bockius LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our report dated December
11, 1996 included in Central Sprinkler Corporation's Form 10-K for the year
ended October 31, 1996 and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
June 12, 1997
