Registration No. -
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- - - - - - - - - - - - - - - - - - - - - - - -
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PENTAIR, INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-0907434
(State of incorporation) (I.R.S. employer identification no.)
1500 County Road B2 West, Saint Paul, Minnesota 55113
(Address of principal executive offices) (Zip code)
Pentair, Inc. Omnibus Stock Incentive Plan
(Full title of the plan)
Copy to:
Mr. Richard W. Ingman Mr. Louis Ainsworth
Pentair, Inc. Henson & Efron, P.A.
1500 County Road B2 West, Suite 400 400 Second Avenue South, Suite 1200
St. Paul, Minnesota 55113-3105 Minneapolis, Minnesota 55401
(612) 636-7920 (612) 339-2500
(Name, address, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee
Common Stock, 3,200,000 $28 1/2 $91,200,000 $31,448.28
Par Value shares
$.16 2/3
per share
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933 on
the basis of the high and low prices of the Registrant's Common
Stock on the New York Stock Exchange Composite Tape on September
18, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, a Prospectus prepared in accordance with Part I of Form
S-8 will be distributed to holders of options to be granted under the
Pentair, Inc. Omnibus Stock Incentive Plan. This Prospectus
constitutes a Section 10(a) prospectus and is incorporated by
reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Commission are incorporated
herein by reference:
(a) Annual Report of Pentair, Inc. on Form 10-K for the
year ended December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since December 31, 1995.
(c) The description of the shares of Pentair, Inc. common
stock contained in the Form 8a-12b dated January 29, 1996.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable. No description is required because the Company's
common stock is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock offered hereby will be passed
upon for the Company by Henson & Efron, P.A., 1200 Title
Insurance Building, 400 2nd Ave. So., Minneapolis, Minnesota
55401. Lawyers of Henson & Efron, P.A. working on this offering
own, directly or indirectly, 26,412 shares of the Company's common
stock.
Item 6. Indemnification of Directors and Officers
Article III, Section 13 of the Company's Second Amended and
Superseding By-Laws provides for indemnification of Company
directors and officers to the extent legally permissible under
Minnesota Statutes, Section 302A.521. This statute provides for the
indemnification by corporations of persons made or threatened to be
made parties to a proceeding by reason of their former or present
official capacity with the corporation against judgments, penalties,
and fines incurred in connection with the proceeding. To qualify for
such indemnification, the person must not have been indemnified by
another source and must have acted in good faith, received no
improper personal benefit, had no reasonable cause to believe the
conduct was unlawful (with respect to criminal proceedings), and
reasonably believed that the conduct was in the best interests of the
corporation.
The Company also maintains directors' and officers' liability
insurance coverage that insures the Company and its officers and
directors against damages, judgments, settlements, costs, charges,
and expenses incurred by reason of wrongful acts committed by
such persons in their capacities as directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
(4.1) Restated Articles of Incorporation as amended through
April 19, 1995.
(4.2) Resolution Establishing and Designating $7.50 Callable
Cumulative Convertible Preferred Stock, Series 1988, as
a series of Preferred Stock of Pentair, Inc.
(4.3) Resolution Establishing and Designating 8% Callable
Cumulative Voting Convertible Preferred Stock, Series
1990, as a series of Preferred Stock of Pentair, Inc.
(4.4) Second Amended and Superseding By-Laws as
amended through July 21, 1995.
(4.5) Rights Agreement dated as of July 21, 1995 between
Norwest Bank N.A. and Pentair, Inc.
(4.6) Bid Loan Agreement dated December 14, 1988 between
the Company, Continental Bank N.A. for itself and as
Agent, Morgan Guaranty Trust Company of New York,
Morgan Bank (Delaware), First Bank National
Association, Norwest Bank Minnesota, N.A., and Mellon
Bank, N.A.
(4.7) First Amendment to Bid Loan Agreement dated January
1, 1991 between the Company, Continental Bank N.A.
for itself and as Agent, Morgan Guaranty Trust Company
of New York, Morgan Bank (Delaware), First Bank
National Association, Norwest Bank Minnesota, N.A.,
and NBD Bank. (Amending Exhibit 4.6).
(4.8) Second Amendment to Bid Loan Agreement dated as of
February 11, 1994 between Pentair, Inc., Continental
Bank N.A. for itself and as Agent, Morgan Guaranty Trust
Company of New York, J.P. Morgan Delaware, First
Bank National Association, Norwest Bank Minnesota,
N.A., and NBD Bank. (Amending Exhibit 4.6).
(4.9) $125,000,000 Facility Agreement dated as of February
11, 1994 between Pentair, Inc., Continental Bank N.A.
for itself and as Agent, Morgan Guaranty Trust Company
of New York for itself and as Agent, NBD Bank, and J. P.
Morgan Delaware.
(4.10) Amendment Number One to Facility Agreement dated as
of November 1, 1994 between Pentair, Inc., Bank of
America Illinois (formerly known as Continental Bank
N.A.) for itself and as Agent, Morgan Guaranty Trust
Company of New York for itself and as Agent, NBD
Bank, and J. P. Morgan Delaware. (Amending Exhibit
4.9).
(4.11) $45,000,000 Facility Agreement dated as of February 11,
1994 between Pentair, Inc., First Bank National
Association, for itself and as Agent, and Norwest Bank
Minnesota N.A.
(4.12) Amendment Number One to Facility Agreement dated as
of November 1, 1994 between Pentair, Inc., First Bank
National Association, for itself and as Agent, and
Norwest Bank Minnesota N.A.(Amending Exhibit 4.11).
(4.13) DM 115,000,000 Facility Agreement dated as of
February 11, 1994 between EuroPentair, GmbH as
Borrower, Pentair, Inc., as Guarantor, Morgan Guaranty
Trust Company of New York for itself and as Agent,
Continental Bank N.A., for itself and as Agent, NBD
Bank, and Dresdner Bank.
(4.14) Amendment Number One to Facility Agreement dated as
of November 1, 1994 between EuroPentair, GmbH as
Borrower, Pentair, Inc., as Guarantor, Morgan Guaranty
Trust Company of New York for itself and as Agent, Bank
of America Illinois(formerly known as Continental Bank
N.A.), for itself and as Agent, NBD Bank, and Dresdner
Bank. (Amending Exhibit 4.13).
(4.15) Amendment Number Two to Facility Agreement dated as
of February 15, 1995 between EuroPentair, GmbH as
Borrower, Pentair, Inc., as Guarantor, Morgan Guaranty
Trust Company of New York for itself and as Agent, Bank
of America Illinois(formerly known as Continental Bank
N.A.), for itself and as Agent, NBD Bank, and Dresdner
Bank . (Amending Exhibit 4.13).
(4.16) Restatement of Credit Agreement dated July 11, 1989
between Federal-Hoffman, Inc. and First Bank National
Association.
(4.17) Second Amendment to Restatement of Credit Agreement
dated as of January 19, 1993 between Federal-Hoffman,
Inc., Pentair, Inc., and First Bank National Association
(Amending Exhibit 4.16).
(4.18) Third Amendment to Restatement of Credit Agreement
dated as of December 31, 1994 between Federal-Hoffman, Inc.,
Pentair, Inc., and First Bank National
Association (Amending Exhibit 4.16).
(4.19) $25,000,000 Note Purchase Agreement dated December
13, 1991 between Pentair, Inc. and Principal Mutual Life
Insurance Company.
(4.20) $15,000,000 Note Purchase Agreement dated November
1, 1992 between Pentair, Inc. and Nationwide Life
Insurance Company.
(4.21) $15,000,000 Note Purchase Agreement dated January
15, 1993 between Pentair, Inc. and Principal Mutual Life
Insurance Company.
(4.22) $70,000,000 Senior Notes Purchase Agreement dated as
of April 30, 1993 between Pentair, Inc. and United of
Omaha Life Insurance Company, Companion Life
Insurance Company, Principal Mutual Life Insurance
Company, Nippon Life Insurance Company of America,
Lutheran Brotherhood, American United Life Insurance
Company, Modern Woodmen of America, The Franklin
Life Insurance Company and Ameritas Life Insurance
Corp.
(10.1) Company's Omnibus Stock Incentive Plan as Amended
and Restated.
(23.1) Consent of Counsel
(23.2) Independent Auditors' Consent.
Item 9. Undertakings
(a) Rule 415 Offering.
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;
(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 (a)(1)(I) and (a)(1)(ii)
do not apply if the information required to be included in the
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.
(b) Filings Incorporating Subsequent Exchange Act
Documents by Reference.
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 the 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.
(c) Filing of Registration on Form S-8.
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 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.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of St. Paul, State of Minnesota, on the 20th day of
September, 1996.
PENTAIR, INC.
By /s/ Richard W. Ingman
Richard W. Ingman,
Executive Vice President,
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on the 20th day of
September, 1996 by the following persons in the capacities
indicated.
Winslow H. Buxton
/s/ Winslow H. Buxton
Chief Executive Officer,
Chief Operating Officer, President
Director (Principal
Executive Officer)
Richard W. Ingman
/s/ Richard W. Ingman
Executive Vice President,
Chief Financial Officer
(Principal Financial
and Accounting Officer)
D. Eugene Nugent
/s/ D. Eugene Nugent
Director
George N. Butzow
/s/ George N. Butzow
Director
Quentin J. Hietpas
/s/ Quentin J. Hietpas
Director
Harold V. Haverty
/s/ Harold V. Haverty
Director
Richard M. Schulze
/s/ Richard M. Schulze
Director
EXHIBIT INDEX
Exhibit
Number Description
(4.1) Restated Articles of Incorporation as amended through April 19, 1995
(Incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q
for the quarter ended June 30, 1995).
(4.2) Resolution Establishing and Designating $7.50 Callable Cumulative
Convertible Preferred Stock, Series 1988, as a series of Preferred Stock
of Pentair, Inc. (Incorporated by reference to Exhibit 4.1 to Amendment
No. 1 to the Company's Current Report on Form 8-K filed December 30,
1988).
(4.3) Resolution Establishing and Designating 8% Callable Cumulative Voting
Convertible Preferred Stock, Series 1990, as a series of Preferred Stock
of Pentair, Inc. (Incorporated by reference to Exhibit 4 to the Company's
Current Report on Form 8-K filed March 21, 1990).
(4.4) Second Amended and Superseding By-Laws as amended through July
21, 1995 (Incorporated by reference to Exhibit 3.2 to the Company's
Form 10-Q for the quarter ended June 30, 1995).
(4.5) Rights Agreement dated as of July 21, 1995 between Norwest Bank
N.A. and Pentair, Inc. (Incorporated by reference to Exhibit 4.1 to the
Company's Form 10-Q for the quarter ended June 30, 1995).
(4.6) Bid Loan Agreement dated December 14, 1988 between the Company,
Continental Bank N.A. for itself and as Agent, Morgan Guaranty Trust
Company of New York, Morgan Bank (Delaware), First Bank National
Association, Norwest Bank Minnesota, N.A., and Mellon Bank, N.A.
(Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the
Company's Current Report on Form 8-K filed December 30, 1988).
(4.7) First Amendment to Bid Loan Agreement dated January 1, 1991
between the Company, Continental Bank N.A. for itself and as Agent,
Morgan Guaranty Trust Company of New York, Morgan Bank
(Delaware), First Bank National Association, Norwest Bank Minnesota,
N.A., and NBD Bank. (Amending Exhibit 4.6) (Incorporated by reference
to Exhibit 4.9 to the Company's Annual Report on Form 10K for the year
ended December 31, 1990).
(4.8) Second Amendment to Bid Loan Agreement dated as of February 11,
1994 between Pentair, Inc., Continental Bank N.A. for itself and as
Agent, Morgan Guaranty Trust Company of New York, J.P. Morgan
Delaware, First Bank National Association, Norwest Bank Minnesota,
N.A., and NBD Bank. (Amending Exhibit 4.6) (Incorporated by reference
to Exhibit 4.3 to the Company's Current Report on Form 8-K filed March
14, 1994).
(4.9) $125,000,000 Facility Agreement dated as of February 11, 1994
between Pentair, Inc., Continental Bank N.A. for itself and as Agent,
Morgan Guaranty Trust Company of New York for itself and as Agent,
NBD Bank, and J. P. Morgan Delaware (Incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K filed March
14, 1994).
(4.10) Amendment Number One to Facility Agreement dated as of November
1, 1994 between Pentair, Inc., Bank of America Illinois (formerly known
as Continental Bank N.A.) for itself and as Agent, Morgan Guaranty
Trust Company of New York for itself and as Agent, NBD Bank, and J.
P. Morgan Delaware. (Amending Exhibit 4.9) (Incorporated by reference
to Exhibit 4.9 to the Company's Annual Report on Form 10K for the year
ended December 31, 1994).
(4.11) $45,000,000 Facility Agreement dated as of February 11, 1994 between
Pentair, Inc., First Bank National Association, for itself and as Agent,
and Norwest Bank Minnesota N.A. (Incorporated by reference to Exhibit
4.2 to the Company's Current Report on Form 8-K filed March 14, 1994).
(4.12) Amendment Number One to Facility Agreement dated as of November
1, 1994 between Pentair, Inc., First Bank National Association, for
itself and as Agent, and Norwest Bank Minnesota N.A.(Amending Exhibit
4.11) (Incorporated by reference to Exhibit 4.11 to the Company's
Annual Report on Form 10K for the year ended December 31, 1994).
(4.13) DM 115,000,000 Facility Agreement dated as of February 11, 1994
between EuroPentair, GmbH as Borrower, Pentair, Inc., as Guarantor,
Morgan Guaranty Trust Company of New York for itself and as Agent,
Continental Bank N.A., for itself and as Agent, NBD Bank, and
Dresdner Bank (Incorporated by reference to Exhibit 4.4 to the
Company's Current Report on Form 8-K filed March 14, 1994).
(4.14) Amendment Number One to Facility Agreement dated as of November
1, 1994 between EuroPentair, GmbH as Borrower, Pentair, Inc., as
Guarantor, Morgan Guaranty Trust Company of New York for itself and
as Agent, Bank of America Illinois(formerly known as Continental Bank
N.A.), for itself and as Agent, NBD Bank, and Dresdner Bank.
(Amending Exhibit 4.13) (Incorporated by reference to Exhibit 4.13 to the
Company's Annual Report on Form 10K for the year ended December
31, 1994).
(4.15) Amendment Number Two to Facility Agreement dated as of February
15, 1995 between EuroPentair, GmbH as Borrower, Pentair, Inc., as
Guarantor, Morgan Guaranty Trust Company of New York for itself and
as Agent, Bank of America Illinois(formerly known as Continental Bank
N.A.), for itself and as Agent, NBD Bank, and Dresdner Bank .
(Amending Exhibit 4.13) (Incorporated by reference to Exhibit 4.14 to the
Company's Annual Report on Form 10K for the year ended December
31, 1994).
(4.16) Restatement of Credit Agreement dated July 11, 1989 between Federal-
Hoffman, Inc. and First Bank National Association (Incorporated by
reference to Exhibit 4.10 to the Company's Form 10-K for the year
ended December 31, 1989).
(4.17) Second Amendment to Restatement of Credit Agreement dated as of
January 19, 1993 between Federal-Hoffman, Inc., Pentair, Inc., and First
Bank National Association (Amending Exhibit 4.16) (Incorporated by
reference to Exhibit 4.13 to the Company's Form 10-K for the year
ended December 31, 1992).
(4.18) Third Amendment to Restatement of Credit Agreement dated as of
December 31, 1994 between Federal-Hoffman, Inc., Pentair, Inc., and
First Bank National Association (Amending Exhibit 4.16). (Incorporated
by reference to Exhibit 4.17 to the Company's Annual Report on Form
10K for the year ended December 31, 1994).
(4.19) $25,000,000 Note Purchase Agreement dated December 13, 1991
between Pentair, Inc. and Principal Mutual Life Insurance Company.
(Incorporated by reference to Exhibit 4.15 to the Company's Registration
Statement on Form S-8 filed January 13, 1992).
(4.20) $15,000,000 Note Purchase Agreement dated November 1, 1992
between Pentair, Inc. and Nationwide Life Insurance Company
(Incorporated by reference to Exhibit 4.16 to the Company's Form 10-K
for the year ended December 31, 1992).
(4.21) $15,000,000 Note Purchase Agreement dated January 15, 1993
between Pentair, Inc. and Principal Mutual Life Insurance Company
(Incorporated by reference to Exhibit 4.17 to the Company's Form 10-K
for the year ended December 31, 1992).
(4.22) $70,000,000 Senior Notes Purchase Agreement dated as of April 30,
1993 between Pentair, Inc. and United of Omaha Life Insurance
Company, Companion Life Insurance Company, Principal Mutual Life
Insurance Company, Nippon Life Insurance Company of America,
Lutheran Brotherhood, American United Life Insurance Company,
Modern Woodmen of America, The Franklin Life Insurance Company
and Ameritas Life Insurance Corp (Incorporated by reference to Exhibit
4.17 to the Company's Form 10-K for the year ended December 31,
1993).
(10.1) Company's Omnibus Stock Incentive Plan as Amended and Restated.
(Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q
for the quarter ended March 31, 1996).
(23.1) Consent of Counsel
(23.2) Independent Auditors' Consent.
EXHIBIT 23.1
robert f. henson
stanley efron
wellington w. tully, jr.
joseph t. dixon, jr.
alan c. eidsness
william f. forsyth
stuart t. williams
bruce c. recher
louis l. ainsworth
stephen l. hopkins
susan e. vandenberg
clark d. opdahl
karen s. johnston
david bradley olsen
jeffrey n. saunders
daniel a. bueide
scott a. neilson
john a. mack
allan e. wallace
Henson & Efron
professional association
lawyers
1200 title insurance building
400 second avenue south
minneapolis, minnesota 55401
September 19, 1996
telephone
(612) 339-2500
fax
(612) 339-6364
Pentair, Inc.
1500 County Road B2 West
St. Paul, MN 55113-3105
Re: Registration Statement on Form S-8
Our File No. P123-23253
Ladies and Gentlemen:
We have served as counsel for Pentair, Inc. (the "Company")
in connection with the registration on Form S-8 of shares
of the common stock of the Company, $.16 2/3 par value,
to be issued under the Pentair, Inc. Stock Incentive Plan
(the "Plan"). We have examined such documents and have reviewed
such matters of law as we have deemed necessary for the purposes
of rendering this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing in good standing under the laws of the State of Minnesota.
2. The shares of common stock of the Company issuable pursuant
to the Plan will, when issued in accordance with the terms of the Plan,
be legally and validly issued,fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Company's Registration Statement on Form S-8.
Very truly yours,
HENSON & EFRON, P.A.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Pentair,Inc. on Form S-8 of
our report dated February 9, 1996, appearing in the
Annual Report on Form 10-K of Pentair, Inc. for the
year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
September 20, 1996
