Registration No. 333-______
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 or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
1500 County B2 West, Suite 400
Saint Paul, Minnesota 55113-3105
(Address, including zip code, of principal executive offices)
PENTAIR, INC.
INTERNATIONAL STOCK PURCHASE AND BONUS PLAN
(Full title of the plan)
Richard W. Ingman
Pentair, Inc.
1500 County B2 West
Saint Paul, Minnesota 55113
(651) 636-7920
(Name, address and telephone number, including area code,
of agent for service)
Copy to:
James F. Pedersen, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-2600
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered(1) Registered share(2) price(2) fee
Common Stock
($.16 2/3 250,000 $33.40625 $8,351,562 $2,464
par value)
(1) This Registration Statement also relates to the Rights to purchase
shares of Common Stock of the Company which are attached to all shares
of Common Stock outstanding as of, and issued subsequently to, July 31,
1995 pursuant to the terms of the Rights Agreement, dated as of July 21,
1995. Until the occurrence of certain prescribed events, the Rights are
not exercisable, are evidenced by the certificates of Common Stock and
will be transferred with and only with such Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h)(1) and (c), based upon the average of the
high and low prices of the Common Stock as reported on the New York Stock
Exchange Composite Tape on August 27, 1998.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Pentair, Inc. (the "Company")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"),
are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
(d) Current Report on Form 8-K filed on January 13, 1998.
(e) The description of the Company's Common Stock contained in Item 1 of
the Registration Statement on Form 8-A dated January 29, 1996, and any
amendment or report filed for the purpose of updating such description
filed subsequent to the date of this Registration Statement on Form S-8
and prior to the termination of the offering described herein.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold shall be deemed to be incorporated by reference herein and to be a
part hereof from the respective dates of filing of such documents.
Any statement contained herein or in a document all or part of which is
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any 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 Registration Statement.
Item 4. Description of Securities.
The description of the Company's Common Stock to be offered pursuant to this
Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act gives the Company
the power to indemnify any director, officer, manager, employee or agent,
who was or is a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative,
by reason of such person's former or present official capacity, against
certain liabilities and expenses incurred in connection with the
action, suit or proceeding.
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 law. 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 maintains a standard policy of officers' and directors' liability
insurance.
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation as amended through April 19, 1995.
(Incorporated by reference to the Company's 10-Q for the quarter ended
June 30, 1995).
4.2 Second Amended and Superseding By-Laws as amended through July 30,
1996.
4.3 Rights Agreement 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).
4.4 Pentair, Inc. International Stock Purchase and Bonus Plan.
5.1 Opinion and Consent of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Power of Attorney.
Item 9. Undertakings.
(a) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities 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 Securities and
Exchange 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; 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above will not
apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
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) 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) 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, therefor, 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 other 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
Securities Act and will be governed by the final adjudication of such issue.
<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 the City of Saint Paul, State of Minnesota,
on the 28th day of August, 1998.
PENTAIR, INC.
By /s/Richard W. Ingman
Richard W. Ingman
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on the 28th day of August, 1998, by the following
persons in the capacities indicated.
Signature Title
/s/ Winslow H. Buxton Chairman, President, Chief
Executive Officer and Director
Winslow H. Buxton (principal executive officer)
/s/ Richard W. Ingman Executive Vice President and
Chief Financial Officer (principal
Richard W. Ingman financial and accounting officer)
* Director
George N. Butzow
* Director
William J. Cadogan
* Director
Barbara B. Grogan
* Director
Charles A. Haggerty
* Director
Harold V. Haverty
* Director
Quentin J. Hietpas
* Director
Richard M. Schulze
* Director
Karen E. Welke
*By /s/ Richard W. Ingman
Richard W. Ingman
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
4.1 Restated Articles of Incorporation as amended through April 19, 1995.
(Incorporated by reference to Exhibit 3.1 to the Company's 10-Q for the
quarter ended June 30, 1995).
4.2 Second Amended and Superseding By-Laws as amended through July 30,
1996.
4.3 Rights Agreement 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).
4.4 Pentair, Inc. International Stock Purchase and Bonus Plan.
5.1 Opinion and Consent of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Power of Attorney.
EXHIBIT 23.1
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, 1998, appearing in the Annual Report on Form 10-K of Pentair, Inc.,
for the year ended December 31, 1997.
DELOITTE & TOUCHE,LLP
Minneapolis, Minnesota
August 28, 1998
EXHIBIT 24.1
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each director of
Pentair, Inc., a Minnesota corporation, whose
signature appears below hereby constitutes and
appoints Winslow H. Buxton, Richard W. Ingman, Roy T.
Rueb and Louis L. Ainsworth, and each of them, his/her
attorneys-in-fact, with full power of substitution,
for the purpose of signing on his/her behalf as a
director of Pentair, Inc. the Registration Statement
on Form S-8 or other applicable forms relating to the
issuance of 250,000 shares of common stock of Pentair,
Inc. under the Pentair, Inc. International Stock
Purchase and Bonus Plan, and all amendments (including
post-effective amendments) thereto, to be filed with
the Securities and Exchange Commission within the next
sixty days, and to file the same, with all exhibits
thereto and other supporting documents, with the
Commission, granting unto such attorneys-in-fact, and
each of them, full power and authority to do and
perform any and all acts necessary or incidental to
the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney as of the 26th day of August, 1998.
/s/ Winslow H. Buxton Chairman, President and Chief
Executive Officer and
Director
/s/ Richard W. Ingman Executive Vice President and
Chief Financial Officer
/s/ George N. Butzow Director
/s/ William J. Cadogan Director
/s/ Barbara B. Grogan Director
/s/ Charles A. Haggerty Director
/s/ Harold V. Haverty Director
/s/ Quentin J. Hietpas Director
/s/ Richard M. Schulze Director
/s/ Karen E. Welke Director
EXHIBIT 4.2
SECOND AMENDED AND SUPERSEDING
BY-LAWS
OF
PENTAIR, INC.
ADOPTED ON JANUARY 15, 1982
As Amended Through July 30, 1996
All Such Amendments Are Specifically Identified
ARTICLE I
Shareholders' Meetings
Section 1. Place of Meeting. The meetings of the
shareholders shall be held at the principal place of
business of the Corporation or at any other place
designated by the Board of Directors or consented to
in writing by all of the shareholders entitled to
vote thereat.
Section 2. Annual Meeting. Each year, commencing in
1982, the annual meeting of shareholders shall be
held on such date after March 1 and prior to June 1
and at such place as the Board of Directors shall
select by appropriate resolution. This meeting shall
be the only regular meeting of the shareholders in
any one calendar year.
Section 3. Special Meetings. (Amended on July 21,
1995.) Special meetings of the shareholders may be
called for any purpose or purposes at any time by:
(a) the Chief Executive Officer;
(b) the Chief Financial Officer;
(c) two or more members of the Board of Directors;
(d) the Chairman of the Board; or
(e) a shareholder or shareholders holding ten
percent (10%) or more of the voting power of all
shares entitled to vote except that a special meeting
for the purpose of considering any action to directly
or indirectly facilitate or effect a business
combination, including any action to change or
otherwise effect the composition of the Board of
Directors for that purpose, must be called by twenty
five percent (25%) or more of the voting power of all
shares entitled to vote. Any shareholder or
shareholders demanding a special meeting of
shareholders in accordance with the foregoing may
demand a special meeting only by written notice of
demand given to the Chief Executive Officer or Chief
Financial Officer, which written notice shall set
forth the specific purposes of the meeting.
Section 4. Notice of Meeting. Written notice
stating the place, day and hour of the meeting, and
in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be
mailed or personally delivered not less than ten days
nor more than sixty days prior to the date of the
meeting, by the Secretary, to each shareholder of
record entitled to vote at such meeting. Waiver by a
shareholder of notice of a shareholders' meeting,
signed by him, whether before or after the time of
such meeting, or attendance at such meeting, shall be
equivalent to the giving of such notice. In case of
adjournment of a meeting from time to time, no
further notice of the adjourned meeting shall be
necessary if an announcement is made at the meeting
where the adjournment is had, specifying the place,
day and hour of the adjourned meeting.
Section 5. Voting Rights. (Amended on April 21,
1987.) Every holder of record, as provided below, of
common stock or preferred stock having voting rights
shall be entitled to vote, in person or by proxy
executed in writing and delivered to the Secretary at
or before the meeting, and he shall be entitled to
such vote for each share of stock standing in his
name as shall be fixed by the Articles of
Incorporation or by resolution of the Board of
Directors; provided that no revocable proxy shall be
voted if executed more than three years prior to the
date of a meeting. Except as may otherwise be
provided by the Board of Directors from time to time,
only voting shareholders of record at the close of
business on a day ten days prior to the date of a
meeting shall be entitled to vote at such meeting.
Section 6. Quorum; Action by Shareholders.
(a) The presence, in person or by proxy, of the
holders of a majority of the shares entitled to vote
at the meeting shall constitute a quorum for the
transaction of business. In the absence of a quorum
any meeting may be adjourned from time to time. The
shareholders present at a duly called or held meeting
may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders
to leave less than a quorum.
(b) The shareholders shall take action by the
affirmative vote of the holders of a majority of the
voting power of the shares present at a meeting,
except where the articles of incorporation or statute
shall otherwise provide.
ARTICLE II
Directors
Section 1. Number of Directors; Classification.
(Amended on April 23, 1991.) The business of the
Corporation shall be managed by a Board of not less
than three (3) nor more than fifteen (15) directors,
who need not be shareholders of the Corporation; and
the decisions of the Board shall be by a majority of
the members present.
The Board of Directors has been divided into three
classes, as nearly equal in number as may be, with
the terms of office for each class staggered so that
the term for only one class expires each year. When
the number of directors is changed, any newly created
directorships or decrease in directorships shall be
apportioned among the classes so as to make all
classes as nearly equal in number as possible. Such
classification of any newly created directorship
shall be fixed by the Board.
Section 2. Tenure. At each annual meeting the
shareholders shall elect directors to fill the
vacancies of such directors whose terms have expired.
Each newly elected director shall hold office for a
term expiring at the third succeeding annual meeting
or until his successor is elected and qualifies.
Section 3. Vacancies. (Amendment approved by Board
on July 20, 1990 and Ratified by Shareholders on
April 23, 1991.) Any vacancy occurring in the Board
of Directors may be filled by the affirmative vote of
a majority of the remaining directors or by election
at a meeting of shareholders. Any director who is
elected to fill a vacancy by the remaining directors
shall be required to stand for election at the next
regular or special meeting of the shareholders,
regardless of whether the class of directors into
which such director has been placed will otherwise be
elected at such meeting.
Section 4. Meetings of the Board; Notice. (Amended
on October 18, 1985.) The Board of Directors shall
meet each year immediately after the annual meeting
of shareholders, at the same place. No notice of any
kind to either old or new members shall be necessary
for such annual meeting or for any regular meeting of
the directors fixed from time to time by resolution
of a majority of the Board of Directors. Other
meetings of the Board of Directors may be held upon
three (3) days' written notice upon the call of the
Chairman, the Chief Executive Officer, President or
any directors. Notice may be waived in writing
before or after the time of such meeting, and
attendance of a director at a meeting shall
constitute a waiver of notice thereof. Neither the
business to be transacted at, nor the purpose of, any
meeting need be specified in the notice of such
meeting.
Section 5. Quorum. A majority of the directors
shall constitute a quorum for the transaction of
business; provided, however, that if any vacancies
exist for any reason, the remaining directors shall
constitute a quorum for the filling of such
vacancies.
Section 6. Removal of Directors. (Amended on April
22, 1986.)
(a) A director may be removed by the Board at any
time, but only with good cause shown therefor, if
(1) the director was appointed by the board to fill a
vacancy and shareholders have not since such
appointment elected directors in such director's
class; and (2) a majority of the other directors
present affirmatively vote to remove the director.
(b) Any one or all of the directors may be removed
with good cause shown therefor, at any meeting of the
shareholders called for that purpose, by the
affirmative vote of 60% of the voting power of the
shares entitled to vote provided that removal is not
opposed by more than 25% of the voting power of the
shares entitled to vote.
(c) "Good cause" for the purpose of this section
shall mean (i) conviction of a crime involving moral
turpitude, (ii) dishonesty in dealings with the
Corporation or with respect to its assets or (iii)
engaging in competition, directly or indirectly,
with the Corporation, usurping any corporate
opportunity or advantage or knowingly violating
Section 302A.255 of Minnesota Statutes, as amended,
with respect to director conflicts of interest,
without the prior consent of the Board of Directors
after complete disclosure of all material facts with
respect thereto.
(d) This section 6 may be amended or repealed at
any annual or special meeting of the shareholders by
the affirmative vote of the holders of 60% of the
voting power of all shareholders entitled to vote,
provided such amendment or repeal shall not receive
the negative vote of the holders of more than 25% of
the voting power of all shareholders entitled to
vote.
Section 7. Committee of Disinterested Persons.
(a) The board may establish a committee composed of
two or more disinterested directors or other
disinterested persons to determine whether it is in
the best interests of the Corporation to pursue a
particular legal right or remedy of the Corporation
and whether to cause the dismissal or discontinuance
of a particular proceeding that seeks to assert a
right or remedy on behalf of the Corporation.
(b) For purposes of this Section 7, a director or
other person is "disinterested" if the director is
not the owner of more than one percent of the
outstanding shares of, or a present or former
officer, employee, or agent of, the Corporation or of
a related corporation and has not been made or
threatened to be made a party to the proceeding in
question.
(c) The committee, once established, is not
subject to direction, control, or termination by the
Board. A vacancy on the committee may be filled by a
majority vote of the remaining members. The good
faith determinations of the committee are binding
upon the Corporation and its directors, officers and
shareholders. The committee's existence shall
terminate upon issuance of the final written report
of its determinations.
(d) A disinterested person appointed to a committee
so established is deemed to be a director for the
period of existence of the committee but has no power
to act as a director except in conjunction with the
activities of the committee.
Section 8. Executive Committee. (Adopted on July
30, 1996.) The Board of Directors may by resolution
or resolutions, passed by a majority of the total
number of directors, designate an Executive Committee
of three or more directors, one of whom shall be the
Chief Executive Officer of the company and at least
one of whom shall be independent of management. In
the event of an emergency, if one or more of the
members is absent, any of the remaining independent
directors shall be an alternative member for each
member so absent, chosen by the length of service on
the Pentair Board. The Board shall designate one
member of this Committee as Chairman. The Executive
Committee shall not have authority to alter or amend
the By-Laws. It shall exercise all other powers of
the Board of Directors between the meetings of the
Board, except the power to fill vacancies in the
Board and in its own membership. The Board of
Directors shall have the power at any time to change
the membership of or to dissolve the Executive
Committee. The Committee shall take no action except
by unanimous approval of all its members. The
Committee shall meet at the request of the Chairman
or any member with proper notice. In an emergency,
any member of the Board of Directors or any officer
of the corporation may call a meeting of the
Executive Committee. Such meeting may be conducted
in person or by telephonic or other means authorized
by statute. Regular minutes will be kept of
Executive Committee proceedings and shall be reported
at the next following meeting of the Board of
Directors; such report shall become a part of the
record to which such report is presented.
Section 9. Nominations. (Adopted on October 18,
1985.) No candidate may be nominated for election as
a director at the annual meeting of shareholders, and
no votes cast in his or her name for election shall
be counted, unless the nomination of such person has
been previously submitted to the Board of Directors
or its nominating committee in accordance with the
provisions of this Article II. If such nomination
has been duly submitted, the nominee may be nominated
for election at any meeting held within twelve months
thereafter, notwithstanding the fact that such
nominee is not listed as an alternate candidate in
the proxy furnished by management.
Section 10. Designation of Nominees. (Adopted on
October 18, 1985 and Amended on March 6, 1990.) The
Board of Directors, or a nominating committee duly
appointed by the Board and composed of directors not
candidates for election at the annual meeting, shall
have the sole authority to designate candidates to be
nominated by management for election as directors of
the Corporation by the shareholders.
Any holder of voting shares of the Corporation may
submit the nomination of a candidate or candidates
for election as director at the next meeting of
shareholders at which an election is to be held.
Section 11. Information Required. (Adopted on
October 18, 1985 and Amended on March 6, 1990.) Each
nomination for the office of director must be
submitted to the Secretary of the Corporation no
later than sixty (60) days following the end of the
Corporation's fiscal year. Nominations shall only be
deemed to have been submitted on the date on which
all of the following has been received by the
Corporation:
(a) all information about the nominee which may be
required to be provided with any proxy or information
statement pursuant to the Securities Exchange Act of
1934, as amended, and rules promulgated thereunder;
(b) a completed copy of the questionnaire required
by the Corporation for all director nominees,
executed by the nominee;
(c) a statement signed by the nominee consenting to
his nomination and agreeing, if elected, to serve as
a director of the Corporation; and
(d) if submitted by a shareholder, appropriate
evidence that the person submitting the nomination is
a shareholder of the Corporation.
Copies of all appropriate forms for nomination
required hereunder shall be made available by the
Secretary of the Corporation upon request of, and
without charge to, any shareholder.
Section 12. Alternate Nominees. (Adopted on October
18, 1985.) The Board of Directors, or its duly
appointed nominating committee, may designate one or
more nominees submitted by shareholders in accordance
with Section 11 hereof, to appear as alternate
candidates on any proxy solicited by, or in any proxy
or information statement furnished by, management in
connection with such annual meeting. The number of
alternate candidates for election shall not exceed
the number of directors to be elected at the annual
meeting for which nominations are made. The Board of
Directors, or its duly appointed nominating
committee, may use any means it deems reasonably
appropriate to determine which shareholder nominees,
if any, may be listed as alternate candidates on
management's proxy and in any proxy or information
statement supplied by the Corporation in connection
with such annual meeting of shareholders.
ARTICLE III
Officers
Section 1. Number of Officers. (Amended on April
21, 1987.) The officers of the Corporation shall
consist of a Chairman of the Board, Chief Executive
Officer, President, Chief Financial Officer,
Secretary, Treasurer, and such other officers and
assistant officers and agents as may be chosen by the
Board of Directors from time to time. Any two
offices may be held by one person.
Section 2. Election; Vacancies; Tenure. Officers
shall be chosen at the annual meeting of the Board of
Directors, to hold office until the next annual
meeting or until their successors are chosen and
qualified. Any officer may be removed with or
without cause by the affirmative vote of a majority
of the Board of Directors. Any vacancy shall be
filled by the affirmative vote of a majority of the
directors, and an officer so chosen shall hold office
until his successor is chosen and qualified. In the
absence of an election or appointment of a Chief
Executive Officer or Chief Financial Officer by the
board, the person or persons exercising the
principal functions of those offices are respectively
deemed to have been elected to those offices.
Section 3. Chairman of the Board. The Chairman of
the Board of Directors shall preside at all meetings
of shareholders and directors and shall perform such
other duties as may be prescribed from time to time
by these By-Laws or by the Board of Directors.
Section 4. Chief Executive Officer. The Chief
Executive Officer shall:
(a) Have general active management of the business
of the Corporation;
(b) When present, and in absence of the Chairman,
preside at all meetings of the board and of the
shareholders;
(c) See that all orders and resolutions of the
board are carried into effect;
(d) Perform such duties as shall be delegated by
the board; and
(e) Render to the Board, whenever requested, an
account of all transactions by the Chief Executive
Officer.
Section 5. President. The President shall:
(a) Perform such duties as shall be delegated by
the Board or by the Chief Executive Officer; and
(b) Render to the Chief Executive Officer or the
Board, whenever requested, an account of all
transactions by the President.
Section 6. Chief Financial Officer. The Chief
Financial Officer shall:
(a) Keep accurate financial records for the
Corporation;
(b) Deposit all money, drafts, and checks in the
name of and to the credit of the Corporation in the
banks and depositories designated by the Board;
(c) Endorse for deposit all notes, checks, and
drafts received by the Corporation as ordered by the
Board, making proper vouchers therefor;
(d) Disburse corporate funds and issue checks and
drafts in the name of the Corporation, as ordered by
the Board;
(e) Render to the Chief Executive Officer or the
Board, whenever requested, an account of all
transactions by the Chief Financial Officer and of
the financial condition of the Corporation; and
(f) Perform such duties as shall be delegated by
the Board or by the Chief Executive Officer.
Section 7. Treasurer. The Treasurer shall:
(a) Perform such duties as shall be delegated by
the Board, the Chief Executive Officer or the Chief
Financial Officer; and
(b) Render to the Chief Financial Officer, the
Chief Executive Officer or the Board, whenever
requested, an account of all transactions by the
Treasurer.
Section 8. Vice President. Each Vice President
shall perform such duties as may be prescribed from
time-to-time by these By-Laws, the Board of Directors
or the Chief Executive Officer.
Section 9. Secretary. The Secretary shall give
proper notice of meetings of shareholders and Board
of Directors and other notices required by law or by
these By-Laws. He shall attend all meetings of the
shareholders and Board of Directors and shall
maintain records of, and, whenever necessary, certify
all proceedings of the Board and the shareholders.
He shall also perform all duties as these By-Laws,
the Board of Directors, or the Chief Executive
Officer may from time to time prescribe.
Section 10. Salaries. The salaries of all officers
shall be fixed by the Board of Directors and the fact
that any officer is a director shall not preclude him
from receiving a salary or from voting upon the
resolution providing same.
Section 11. Contracts. (Amended on July 18, 1986.)
Except as otherwise provided by the Board of
Directors from time-to-time, all formal contracts of
this Corporation shall be executed on its behalf by
the Chief Executive Officer, the President, or the
Chief Financial Officer.
Section 12. Expenses and Unreasonable Compensation.
In the event any expenses authorized to be reimbursed
to an officer of this Corporation shall be disallowed
as a deduction to this Corporation, such expenses
shall be deemed to be additional compensation to such
officers for the period in which received; provided,
further, that if in the event the treatment of such
expenses as additional compensation, or any other
payments of salaries, bonuses, medical reimbursements
or other benefits paid to an officer of the
Corporation shall be deemed unreasonable compensation
and disallowed as a deduction to this Corporation,
then such officer shall be obligated to immediately
repay to the Corporation the full amount of any such
disallowance and the Board of Directors shall take
whatever action as, in the opinion of counsel to the
Corporation, may be deemed necessary to collect such
disallowance.
Section 13. Indemnity. Each present or future
director or officer, whether or not then in office,
and the executors, administrators, or other legal
representative of any such director or officer,
shall be fully indemnified by the Corporation, in the
manner and to the extent allowed by Minnesota
Statutes 302A.521, or any amendment thereto.
ARTICLE IV
Capital Stock
Section 1. Issuance of Shares. The capital stock,
including both authorized but previously unissued
shares, may be issued for such consideration, not
less than the par value thereof in the case of shares
having par value, as shall be fixed from time to time
by the Board of Directors.
Section 2. Transfer of Shares. (Adopted on January
19, 1993.) The shares of the Corporation shall be
transferable on the books of the Corporation: (a) in
the case of those shares represented by certificates,
only upon surrender of each certificate representing
the same or with separate written assignment
accompanying the certificates, or (b) in the case of
shares without certificates, by delivery of written
assignment in respect of the shares being
transferred. In either case, such certificate or
written assignment shall be properly endorsed by the
registered holder or by his duly authorized attorney,
and any written assignment shall be in form and
substance satisfactory to the Corporation. Within a
reasonable time after the issue or transfer of shares
without certificates, the Corporation shall send the
shareholder a written statement of any information
required by Section 302A.417, Subd. 7 of the
Minnesota Business Corporation Act and by Section
336.8-408 of the Minnesota Uniform Commercial Code,
as each may be amended from time to time.
Section 3. Certificates of Stock. (Adopted on
January 19, 1993.) Each holder of the shares of the
Corporation shall be entitled to a certificate signed
by the Chairman, Chief Executive Officer or President
and by the Chief Financial Officer, Treasurer or
Secretary of the Corporation and sealed with the seal
of the Corporation, if any, or a facsimile thereof.
The certificates shall be in such form as shall be
approved by the Board of Directors. However, unless
the Board of Directors shall provide otherwise, and
except for shares which are subject to any
restriction as to transfer, all of the shares of any
or all of the Corporation's classes or series may be
issued without certificates. Shares represented by
certificates shall not be re-issued without
certificates except upon the request of the
shareholder and until the certificate is surrendered
to the Corporation. A holder of such uncertificated
shares may request that a certificate be provided to
such holder by giving notice to the Secretary of the
Corporation.
For the purposes of Section 3(d) of Article VIII of
the Articles of Incorporation relating to redemption
of the Corporation's shares, the term "certificates"
shall mean certificates or, in the case of shares
without certificates, written assignment.
Section 4. Transfer Agent and Registrar. (Adopted
on January 19, 1993.) The Board of Directors may
appoint a transfer agent and registrar and may
require that any stock certificates issued bear the
countersignature of said transfer agent and
registrar.
The Board of Directors shall have authority to make
and alter such rules and regulations as they may deem
expedient concerning issue, transfer and registration
of shares of the stock of the Corporation and rights
or options relating thereto.
Section 5. Record Date. The Board of Directors may
fix a time, not exceeding sixty (60) days preceding
the date of any meeting of shareholders, as the
record date for determination of shareholders
entitled to notice of and to vote at such meeting and
not exceeding forty (40) days preceding the date
fixed for payment of any dividends, delivery of any
rights, or other distribution allowed by law.
Section 6. Lost Certificates. Any person claiming a
certificate of stock to be lost, stolen, or destroyed
shall furnish an affidavit of such fact and shall
furnish an appropriate bond of indemnity in form,
substance, amount and with surety satisfactory to
legal counsel for the Corporation, in which bond the
Corporation and the Transfer Agent and Registrar
shall be named as obligees.
Section 7. Definitions. (Adopted on October 18,
1985.) The following definitions shall apply herein:
(a) "Acquiring person" means a person, corporation
or other entity proposing to make a control share
acquisition, but does not include a licensed
broker/dealer or underwriter who (i) purchases shares
of the Corporation solely for purposes of resale to
the public, and (ii) is not acting in concert with an
acquiring person.
(b) "Beneficial owner" includes, but is not limited
to, any person who directly or indirectly through any
contract, arrangement, understanding, relationship,
or otherwise has or shares the power to vote or
direct the voting of any shares of the Corporation
and the power to dispose of, or direct the
disposition of, such shares. "Beneficial ownership"
includes, but is not limited to, the right,
exercisable within 60 days, to acquire securities
through the exercise of options, warrants, or rights
or the conversion of convertible securities, or
otherwise. The shares subject to these options,
warrants, rights, or conversion privileges held by a
person shall be deemed to be outstanding for the
purpose of computing the percentage of outstanding
securities of the class owned by this person, but
shall not be deemed to be outstanding for the purpose
of computing the percentage of the class owned by any
other person. A person is the beneficial owner of
securities beneficially owned by any relative or
spouse or relative of the spouse residing in the home
of this person, any trust or estate in which this
person owns ten percent or more of the total
beneficial interest or serves as trustee or executor,
any corporation or entity in which this person owns
ten percent or more of the equity, and any affiliate
or associate of this person.
(c) "Control share acquisition" means an
acquisition of shares of the Corporation resulting in
beneficial ownership by an acquiring person of a new
range of voting power specified in Section 8(d), but
does not include any of the following:
(1) an acquisition before, or pursuant to an
agreement entered into before, the date of adoption
of this section of Article IV of the By-Laws;
(2) an acquisition by a donee pursuant to an inter
vivos gift not made to avoid the provisions of
Sections 7 through 14 of Article IV or by a
distributee as defined in Minn. Stat. Section 524.2-
201, clause (10);
(3) an acquisition pursuant to a security agreement
not created to avoid the provisions of Sections 7
through 14 of Article IV;
(4) an acquisition of shares of the Corporation
pursuant to a merger or exchange of shares, if the
Corporation is a party to the transaction; or
(5) an acquisition of shares from the
Corporation.
Section 8. Information Statement. (Adopted on
October 18, 1985.) An acquiring person shall deliver
to the Corporation at its principal executive office
an information statement containing all of the
following:
(a) The identity of the acquiring person;
(b) a reference that the statement is made under
this section of the By-Laws;
(c) the number of shares of the Corporation
beneficially owned by the acquiring person;
(d) a specification of which of the following
ranges of voting power in the election of directors
would result from consummation of the control share
acquisition:
(1) at least 20 percent but less than 33-1/3
percent;
(2) at least 33-1/3 percent but not more than 50
percent; and
(3) over 50 percent.
(e) the terms of the proposed control share
acquisition, including, but not limited to, the
source of funds or other consideration and the
material terms of the financial arrangements for the
control share acquisition, plans or proposals of the
acquiring person to liquidate the Corporation, to
sell all or substantially all of its assets, or merge
it or exchange its shares with any other person, to
change the location of its principal executive office
or of a material portion of its business activities,
to change materially its management or policies of
employment, to alter materially its relationship with
suppliers or customers or the communities in which it
operates, or make any other material change in its
business, corporate structure, management or
personnel, and such other objective facts as would be
substantially likely to affect the decision of a
shareholder with respect to voting on the proposed
control share acquisition.
Section 9. Special Meeting. (Adopted on October 18,
1985.) Within 5 days after receipt of an information
statement pursuant to Section 8, the Corporation
shall call a special meeting of the shareholders to
vote on the proposed control share acquisition. The
meeting shall be held no later than 55 days after
receipt by the Corporation of the information
statement, unless the acquiring person agrees to a
later date, and no sooner than 30 days after receipt
of the information statement, if the acquiring person
so requests in writing when delivering the
information statement. The notice of the meeting
shall be, at a minimum, accompanied by a copy of the
information statement and a statement disclosing that
the Board of Directors of the Corporation (i)
recommends acceptance of, (ii) expresses no opinion
and is remaining neutral toward, (iii) recommends
rejection of, or (iv) is unable to take a position
with respect to, the proposed control share
acquisition. The notice of meeting shall be given
within 20 days after receipt of the information
statement.
Section 10. Consummation of Acquisition. (Adopted on
October 18, 1985.) The acquiring person may
consummate the proposed control share acquisition if
and only if both of the following occur:
(a) the proposed control share acquisition is
approved by the affirmative vote of the holders of a
majority of the voting power of all shares entitled
to vote under applicable Minnesota law; and
(b) the proposed control share acquisition is
consummated within 180 days after shareholder
approval.
Section 11. Failure to Comply. (Adopted on October
18, 1985.) All shares of the Corporation acquired by
an acquiring person in violation of Section 10 shall
be: (a) denied voting rights for one year after
acquisition; (b) nontransferable on the books of the
Corporation for one year after acquisition; and (c)
subject to the Corporation's option, during such one-
year period, to call the shares for redemption at the
price at which the shares were acquired. Such
redemption shall occur on the date set in the call
notice, which shall not be later than 60 days after
the call notice is given.
Section 12. Proxy Solicitation. (Adopted on October
18, 1985.) Notwithstanding any contrary provision of
these By-Laws, a proxy relating to a meeting of
shareholders required under Section 9 of this Article
IV must be solicited separately from the offer to
purchase or solicitation of an offer to sell shares
of the Corporation. Except for irrevocable proxies
appointed in the regular course of business and not
in connection with a control share acquisition, all
proxies appointed for or in connection with the
shareholder authorization of a control share
acquisition pursuant Sections 7 through 14 of Article
IV shall be at all times terminable at will prior to
the obtaining of the shareholder authorization,
whether or not the proxy is coupled with an interest.
Without affecting any vote previously taken, the
proxy may be terminated in any manner permitted by
Minnesota statutes or by giving oral notice of the
termination in the open meeting of shareholders held
pursuant to Section 9 hereof. The presence at a
meeting of the person appointing a proxy does not
revoke the appointment.
Section 13. Amendments or Repeal. (Adopted on
October 18, 1985.) Notwithstanding any contrary
provision of these By-Laws, the provisions of
Sections 7 through 14 of this Article may be amended
or repealed by the shareholders only by the
affirmative vote of the holders of 85% of each class
of shares of the Corporation entitled to exercise the
voting power of the Corporation; provided, however,
that if no person holds more than twenty percent
(20%) of the Voting Shares and there is no control
share acquisition of which the Board of Directors has
credible notice, the necessary vote for amendment or
repeal may be reduced by the Board of Directors to
not less than a majority of the outstanding shares in
each class; and provided further that no amendment or
repeal of Sections 7 through 14 of this Article
adopted after the notice to shareholders referred to
in Section 9 herein is given shall affect the rights
of any shareholder under said Sections 7 through 14.
Section 14. Dissenting Shareholders. (Adopted on
October 18, 1985.) Shareholders dissenting from a
control share acquisition for which approval of
shareholders is sought shall have the right to obtain
fair value of their shares, pursuant to the
provisions of Minnesota Statutes 302A.473 (1985), as
amended.
ARTICLE V
Miscellaneous
Section 1. Seal. The corporate seal, if any, shall
be circular in form and have inscribed thereon the
name of the Corporation, the State in which it is
incorporated and the words "corporate seal."
Section 2. Fiscal Year. The fiscal year of the
Corporation shall be fixed by the Board of Directors.
ARTICLE VI
Amendments
These By-Laws may be altered, amended or repealed by
the Board of Directors, subject to the power of the
shareholders, by the affirmative vote of a majority
of the shareholders entitled to vote, at any meeting,
to change or repeal such By-Laws; provided that
notice of such proposed amendment shall have been
given in the notice of such meeting. The Board of
Directors shall not make or alter any By-Law fixing
their number, qualifications, classifications or
terms of office.
EXHIBIT 4.4
PENTAIR, INC.
INTERNATIONAL STOCK PURCHASE AND BONUS PLAN
Effective August 31, 1998
PENTAIR, INC., a Minnesota corporation (the
"Company") hereby adopts this International Stock
Purchase and Bonus Plan effective as of August 31,
1998 on the following terms and conditions.
1. Purpose
The Company hereby establishes the Pentair
International Stock Purchase and Bonus Plan in order
to afford the employees of the Company's
international branches and subsidiaries a convenient
and cost-effective means for the regular and
systematic purchase of the Company's Common Stock on
terms substantially comparable to those available to
the Company's U.S. employees. The purpose of the
Plan is to assist the Company and its international
subsidiaries in attracting and retaining personnel of
outstanding abilities and to motivate employees to
dedicate their maximum productive effort on behalf of
the Company and its international branches and
subsidiaries and to encourage long-term ownership of
the Common Stock of the Company by such employees.
The Plan is intended to be exempt from the provisions
of the Employment Retirement Income Security Act of
1974, as amended.
2. Definitions
For purposes of this Plan, where used with an initial
capital letter, the following words, terms and
phrases shall have the meanings set forth below:
(a) "Account" shall mean the account maintained by
the Trustee for each Participant to hold shares of
Common Stock purchased in accordance with the Plan,
together with any other funds belonging to the
Participant from time to time.
(b) "Alternate Currency" shall mean any currency
other than United States dollars.
(c) "Board" or "Board of Directors" shall mean the
Board of Directors of the Company.
(d) "Broker" shall mean the entity selected by the
Trustee from time to time pursuant to Section 7(b)
below to act as the broker for the Plan.
(e) "Committee" shall mean the International Stock
Plan Committee appointed by the Board of Directors.
(1) "Common Stock" shall mean the common stock of the
Company, par value U.S.$ 0.16 2/3 per share.
(f) "Distribution Date" shall mean the last
business day in the jurisdiction of the Trustee of
each calendar quarter.
(g) "Eligible Employee" shall mean each Regular
Employee of each Participating International
Affiliate who is at least eighteen (18) years of age
and has completed at least one (1) year of continuous
employment with the relevant Participating
International Affiliate.
(h) "International Stock Plan Committee" shall mean
that committee of employees of the Company or its
affiliates appointed from time to time by the Board
of Directors to administer the Plan.
(i) "Participant" shall mean an Eligible Employee
who is enrolled in the Plan pursuant to Section 4
below.
(i) "Participating International Affiliate" shall
mean any branch office of the Company, and any
corporation or other form of business or association
owned or controlled, directly or indirectly, by the
Company, whose Regular Employees are, by action of
the Board, permitted to participate in the Plan and
which entity is identified on Schedule 1 hereto.
(j) "Plan" shall mean this Pentair International
Stock Purchase and Bonus Plan, as the same may be
amended from time to time.
(k) "Regular Employee" shall mean each employee of
a Participating International Affiliate who works or
is scheduled to work a minimum of fifteen (15) hours
per week.
(l) "Trust" shall mean the trust established by the
Declaration of Trust dated August 31, 1998 for the
purpose of holding Common Stock purchased by the
Trustee for the benefit of participants in accordance
with this Plan.
(m) "Trustee" shall mean the corporation which from
time to time is the duly appointed and acting trustee
of the Trust.
3. Administration
(a) The Plan shall be administered by the
International Stock Plan Committee. The Committee
shall have full power and authority to interpret and
construe any provision of the Plan, to adopt rules
and regulations not inconsistent with the Plan for
carrying out the purposes of the Plan with respect to
matters not specifically covered herein and to amend
and revoke any rules or regulations so adopted.
Except as otherwise provided herein or to the extent
required by law, any interpretation of the Plan and
any decision on any matter within the discretion of
the Committee which is made by the Committee in good
faith is binding on all persons.
(b) The Committee shall, to the extent necessary or
desirable, establish any special rules for Eligible
Employees, former employees, or Participants located
in a particular country. Such rules shall be set
forth in Appendices to this Plan, which shall be
deemed incorporated into the Plan.
4. Participation
Each Eligible Employee may participate in the Plan at
any time by delivering to the Participating
International Affiliate by which he or she is
employed:
(a) such forms as are required by the Trustee or
the Committee for purposes of establishing an Account
for the Participant and for the purchase by the
Trustee of Common Stock for the account of the
Participant; and
(b) a completed and duly signed form authorizing
the relevant Participating International Affiliate to
make compensation deductions for the Participant for
purposes of enabling the Participant to make
contributions to the Plan as contemplated herein.
Participation in the Plan by Eligible Employees is
entirely voluntary. Participation in the Plan begins
as soon as practicable after the required forms are
received and processed by the Participating
International Affiliate and the Trustee and continues
until the Participant ceases to be an Eligible
Employee, the Trustee terminates the participation of
the Participant pursuant to Section 9 below or until
written termination by the Participant of his or her
participation in the Plan is received and processed
by the relevant Participating International Affiliate
and the Trustee.
5. Participant Contributions
Participants may make contributions for the purchase
of Common Stock under the Plan in accordance with the
following:
(a) Participants may authorize the relevant
Participating International Affiliate to make
periodic payroll deductions from the Participant's
compensation for the purpose of purchasing Common
Stock. The deductions shall be forwarded by the
relevant Participating International Affiliate to the
Trustee on behalf of the Participant. Such
deductions must be the equivalent in the relevant
Alternate Currency of at least the minimum and not to
exceed the maximum amounts set forth on Schedule 2
attached hereto for each Participating Affiliate,
which minimum and maximum amounts shall be reviewed
and adjusted annually by the Committee. Payroll
deductions will be automatically terminated when the
above maximum amount is reached. A payroll deduction
may be decreased or increased (subject to the above
limitations) once each calendar [quarter] by the
Participant completing and returning the appropriate
payroll deduction form to the relevant Participating
International Affiliate. A payroll deduction may be
terminated at any time by the Participant giving
written notice to the relevant Participating
International Affiliate. A Participant who
terminates his or her payroll deduction may not re-
enroll in the Plan until the next calendar year,
unless the termination of participation resulted from
the Participant's termination of employment and he or
she is subsequently reemployed by any Participating
International Affiliate, in which case the
Participant may re-enroll in the Plan in the
following calendar quarter in accordance with the
procedures set forth in Section 4 above.
(b) Participants may also make additional, lump-sum
contributions in amounts not to exceed the equivalent
in the Alternate Currency of US $3,000 per calendar
quarter. Such lump-sum contributions shall be made
to the relevant Participating International Affiliate
which shall forward the contribution to the Trustee
on behalf of the Participant, and such contributions
shall not be subject to the bonus provisions
described in Section 6 below.
(c) The Trustee shall or shall cause the Broker to
convert all funds received from Participants into
United States dollars in accordance with procedures
established by the Committee. Upon conversion into
U.S. dollars, each contribution by way of payroll
deduction or lump-sum contribution under Sections
5(a) and 5(b) above shall remain subject to the U.S.
dollar limits set forth in such Sections, and the
Committee may establish reasonable procedures
concerning such limits as necessary to accommodate
the conversion of funds from an Alternate Currency to
U.S. dollars.
6. Bonus Contributions
(a) Each month, the Participating International
Affiliate which employs the Participant will forward
to the Trustee for the account of each Participant a
bonus equal to 25% of the amount contributed by each
such Participant in the form of payroll deductions
pursuant to Section 5(a) above, subject to the
limitations set forth in such Section 5(a).
Notwithstanding the above, if a Participant sells
shares of Common Stock acquired under this Plan
within the first year after their purchase, the
relevant Participating International Affiliate may
terminate the payment of any further bonus
contributions under this Section 6(a) for such
Participant.
(b) The Participant is responsible for the payment
of all income taxes, employment, social insurance,
welfare and other taxes under applicable law relating
to the bonus contributions made by the relevant
Participating International Affiliate, the purchase
and sale of Common Stock pursuant to this Plan and
the distribution of Common Stock or cash to the
Participant in accordance with this Plan. The
Participating International Affiliate is authorized
to make appropriate withholding deductions from each
Participant's compensation, which shall be in
addition to any payroll deductions made pursuant to
Section 5 above, and to pay such amounts to the
appropriate tax authorities in the relevant country
or countries in order to satisfy any of the above tax
liabilities of the Participant under applicable law.
All such payments of applicable withholding tax in
any relevant jurisdiction shall be the obligation of
the relevant Participating International Affiliate,
and the Trustee shall have no obligation to make any
payments to the appropriate tax authorities in
respect of the tax liabilities of the Participants.
7. Purchases, Sales and Withdrawals
(a) All funds deducted from the Participant's
compensation by the relevant Participating
International Affiliate, the bonus contributions made
by the relevant Participating International Affiliate
and any lump sum contributions made by such
Participant shall be forwarded to the Trustee,
together with a list of Participants and the amounts
allocable to their respective Accounts. No interest
shall be paid on such funds by the Company, the
Participating International Subsidiaries or the
Trustee.
(b) Upon receipt of funds from the Participating
International Affiliates, the Trustee shall transfer
such funds to the Broker selected by the Trustee and
shall direct the Broker to, as promptly as
practicable, purchase on the New York Stock Exchange,
as agent for the Participants, as many whole shares
of Common Stock as the aggregate of such funds will
permit, subject to applicable regulations. The
Trustee shall cause the Broker to purchase such
shares at the best prices obtainable at the time of
purchase. The relevant Participating International
Affiliate shall pay commissions on the purchases of
such Common Stock and such other charges for the
Trustee's and Broker's services as may be agreed from
time to time, but excluding commissions and other,
related charges payable on the sale of shares of
Common Stock.
(c) The Trustee or its agent shall maintain
individual Accounts for each Participant. Shares
shall be allocated by the Trustee or its agent at the
average cost to each Participant's Account in
proportion to the amount received by the Trustee or
its agent for the account of each Participant.
Allocations shall be made in full shares and in
fractional interests in shares to four decimal
places.
(d) At the time of purchase of Common Stock under
the Plan, each Participant for whom funds were
received shall immediately acquire full ownership of
all Common Stock and of any fractional interest in
Common Stock purchased for his or her Account. The
Broker shall hold all shares purchased in street name
for and on behalf of the Trustee until:
(i) the Participant requests that a certificate for
some or all of the shares in his or her Account be
issued in his or her name,
(ii) the Participant requests the Trustee to sell
some or all of the shares in his or her Account, or
(iii)the Participant's Account is terminated.
(e) A Participant may request the Trustee to (i)
deliver certificates for all or some of the shares
held in the Participant's Account or (ii) sell some
or all of the shares held in the Participant's
Account as of any Distribution Date. Selling
commissions, the costs of converting U.S. dollars
into the relevant Alternate Currency after such sale
and other service charges of the Trustee and the
Broker shall be borne by the Participant. Requests
for a distribution of share certificates or the sale
of shares must be submitted to the Trustee no later
than the fifteenth (15th) day of the month in which
the calendar quarter ends. Upon receipt of requests
for distributions or sales as provided in this
subsection, the Trustee shall aggregate the same and
instruct the Broker to sell the shares on the date
determined by the Broker in its discretion, but in no
event later than the Distribution Date. The Trustee
shall convert the proceeds of such sale to the
Alternate Currency specified by the Participant
pursuant to rules established by the Committee. Such
proceeds, minus any costs charged to the Participant
for commissions, currency conversion and other,
related charges, shall be paid to the relevant
Participating International Affiliate on or about the
Distribution Date. The relevant Participating
International Affiliate will distribute such proceeds
to the Participant as soon as administratively
feasible after receiving such proceeds. Any gains or
losses attributable to the conversion of United
States dollars to the Alternate Currency in which the
distribution is made will serve to increase or
decrease, as the case may be, the amount of the
distribution to which the Participant is entitled.
8. Accounts and Reports
Each Participant shall receive a quarterly statement
of activity from the Trustee or its agent which shall
include the following information:
(a) the amount contributed for the period by the
Participant and the relevant Participating
International Affiliate pursuant to the Plan;
(b) the number of shares purchased for the
Participant's Account during the period;
(c) the total number of shares held in the
Participant's Account; and
(d) such other information as the Committee shall
specify from time to time.
9. Termination of Participation
A Participant may voluntarily terminate participation
in the Plan at any time by giving written notice to
the Trustee and the Participating International
Affiliate by which he or she is employed. In
addition, the Trustee may terminate a Participant's
Account and dispose of the shares therein pursuant to
Section 10 below if the Participant dies or
terminates employment for any reason with the
relevant Participating International Affiliate. A
Participant whose participation in the Plan
terminates may not reenter the Plan during the same
calendar year, unless the termination of
participation resulted from the Participant's
termination of employment and he or she is
subsequently reemployed by any Participating
International Affiliate.
10. Disposition of Account Upon Termination of
Participation
A Participant's written notice of termination of
participation shall include instructions to the
relevant Participating International Affiliate as to
the disposition of the shares in his or her Account.
If a Participant elects cash, the Trustee shall
direct the Broker to sell the shares allocated to the
Participant's Account at the then current market
price, and the Trustee shall deliver the proceeds,
less any brokerage commissions, currency conversion
costs and other, related charges, to the
Participating International Affiliate which employs
the Participant, which Participating International
Affiliate will in turn forward such proceeds to the
Participant. If the terminating Participant elects
to receive stock certificates or makes no election,
the Trustee shall deliver to the relevant
Participating International Affiliate for forwarding
to the Participant the number of full shares in his
or her Account plus cash for any fractional shares.
In the event of the death of a Participant, all
elections shall be made by, and all distributions
made to, the designated beneficiary of the
Participant or the legal representative of the
Participant's estate, as more specifically provided
in Section 13(b) below.
11. Voting and Other Rights
As soon as administratively practicable after the
Trustee receives notice of a meeting of the
shareholders of the Company, the Trustee, or its
agent, shall deliver to each Participant by mail or
otherwise, all notices of meetings, proxy statements
and other materials distributed by the Company to its
shareholders. At the meeting, or any adjournment
thereof, the Trustee will vote shares of Company
Stock credited to such Accounts as of the record date
for such vote in accordance with the instructions
received by the Trustee from Participants in time to
be processed. The combined fractional shares of
Participants will be voted to the extent possible to
reflect the instructions of the Participants. The
Trustee will not vote any shares of Company Stock
held in Accounts for which it has not received
instructions from Participants in time to be
processed.
12. Dividends and Other Proceeds
Cash dividends received in respect of Common Stock
held in the Accounts of Participants shall be
credited by the Trustee to such accounts. All such
cash shall be reinvested in shares of Common Stock as
promptly as practicable following receipt thereof.
The relevant Participating International Affiliate
shall pay all regular commissions in connection with
the purchase of shares constituting such reinvestment
of cash dividends. Stock dividends or stock splits
in respect of Common Stock held in the Accounts of
Participants shall be credited to such Accounts
without charge. The Trustee shall direct the Broker
to sell all other securities and rights to subscribe
for shares received in respect of Common Stock, if
any, held in the Accounts of Participants and the
proceeds therefrom shall be treated in the same
manner as cash dividends. All cash dividends payable
on Common Stock held by the Trustee for the Accounts
of Participants shall be paid net of applicable
United States withholding taxes on such dividends
which shall be withheld by the Company and paid to
the appropriate United States tax authorities. The
Trustee or its agent shall annually notify each
Participant as part of its periodic reporting
obligations of the amount of such withholding
applicable to each Participant's Account in order to
enable such Participant to apply for any applicable
tax credit in each such Participant's country.
13. Transfer of Rights
(1) Notwithstanding Section 7(d) above, no shares of
Common Stock held in a Participant's Account or any
Participant's interest in this Plan shall be
transferable by a Participant, subject to the
Participant's right to sell such shares, receive
stock certificates or terminate his or her
participation in this Plan as elsewhere provided
herein, and no assets in any Account or any other
benefit under this Plan may in any manner be
mortgaged, alienated, sold, transferred, assigned,
pledged, encumbered or charged, and any attempt to do
so is void. No such assets in an Account or any such
benefit shall be subject to the debts, contracts,
liabilities, engagements or torts of the person
entitled to such assets or benefits.
(2) Unless otherwise required by local law or the
Committee, a Participant under this Plan may, by
signing a form furnished by the Committee, designate
any legal or natural person or persons (who may be
designated contingently or successively) who shall be
entitled to exercise the Participant's rights
hereunder or to which the Participant's benefits are
to be paid if the Participant dies before receiving
all benefits payable under this Plan. A beneficiary
designation form will be effective only when the
signed form is filed with the Committee while the
Participant is alive and will cancel all beneficiary
designation forms signed earlier. If a Participant
has not designated a beneficiary, the Participant's
assets in his or her Account shall be disposed of and
distributed by the Trustee to the Participating
International Affiliate which employed the
Participant, and the Participating International
Affiliate shall forward such assets to the legal
representative of the Participant's estate in
accordance with applicable law.
14. Amendment and Termination
(a) The Company hereby reserves the right to amend
the Plan, at any time, by action of the Board of
Directors (or, if it will not materially increase the
cost of the Plan, by the unanimous action of the
Committee); provided, that no amendment to the Plan
which would have the effect of materially increasing
the cost of administering the Trust or the
obligations of the Trustee in connection with such
administration shall be adopted by the Company
without the prior written consent of the Trustee,
which consent will not be unreasonably withheld.
(b) The Board of Directors or its designee may at
any time terminate this Plan as to any individual
Participating International Affiliate. All shares
of Common Stock and cash, if any, in Participants'
Accounts shall, pursuant to rules adopted by the
Committee, be distributed as soon as administratively
feasible after such termination.
(c) The funds from time to time held by the Trust
hereunder shall at all times be a trust fund separate
and apart from the assets of the Company and the
Participating International Subsidiaries, and no part
thereof shall be or become available to the Company,
the Participating International Subsidiaries or to
creditors of the Company or the Participating
International Subsidiaries under any circumstances.
15. Employment Relationship
(a) Nothing in this Plan shall confer on any
Participant any express or implied right to
employment or continued employment by the Company or
any Participating International Affiliate, whether
for the duration of the Plan or otherwise.
(b) This Plan shall not form part of any contract
of employment between the Company or any of the
Participating International Subsidiaries nor shall
this Plan amend, abrogate or affect any existing
employment contract between the Company or any of the
Participating International Subsidiaries and their
respective employees. Nothing in this Plan shall
confer on any person any legal or equitable right
against the Company or any of its affiliates,
directly or indirectly, or give rise to any cause of
action at law or in equity against the Company or any
of its affiliates.
(c) Neither the Common Stock purchased hereunder
nor any bonus contributions made hereunder nor other
benefits conferred hereby shall form any part of the
wages or salary of any Eligible Employees for
purposes of severance pay or termination indemnities,
irrespective of the reason for termination of
employment. Under no circumstances shall any person
ceasing to be an employee of the Company or any of
its affiliates be entitled to any compensation for
any loss of any right or benefit under this Plan
which such employee might otherwise have enjoyed but
for ceasing to be an employee, whether such
compensation is claimed by way of damages for
wrongful or unfair dismissal, breach of contract or
otherwise.
16. Acceptance of Terms
By participating in the Plan, each Participant shall
be deemed to have accepted all the conditions of the
Plan and the terms and conditions of any rules and
regulations adopted by the Committee or the Trustee
or its agents and shall be fully bound thereby.
Dated: August 31, 1998
PENTAIR, INC.
Chief Executive Officer
Secretary
Exhibit 5.1
[Dorsey & Whitney LLP Letterhead]
Pentair, Inc.
1500 County B2 West, Suite 400
Saint Paul, Minnesota 55113-3105
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Pentair, Inc., a Minnesota corporation (the
"Company"), in connection with a registration statement on Form S-8 relating
to the sale by the Company from time to time of up to 250,000 shares
(the "Shares") of common stock, par value $.162/3 per share, of the Company.
The shares will be issuable under the Pentair, Inc. International
Stock Purchase and Bonus Plan (the "Plan").
We have examined such documents and have reviewed such questions
of law as we have considered necessary and appropriate for the purposes
of our opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness
of all signatures and the conformity to authentic originals of all
documents submitted to us as copies. We have also assumed the
legal capacity for all purposes relevant hereto of all
natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had
the requisite power and authority (corporate or otherwise) to execute,
deliver and perform such agreements or instruments, that such agreements or
instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that
such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinions,
we have relied upon certificates of officers of the Company and of public
officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, and any relevant agreements thereunder, will
be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Shares.
Dated: August 28, 1998 Very truly yours,
TSH /s/ Dorsey & WhitneyLLP
