As filed with the Securities and Exchange Commission on June 10, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ITRON, INC.
(Exact name of Registrant as specified in its charter)
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Washington 91-1011792
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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2818 N. Sullivan Road
Spokane, Washington 99216-1897
(Address of Principal Executive Offices)(Zip Code)
ITRON, INC. 1989 RESTATED STOCK OPTION PLAN
(Full title of the plan)
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David G. Remington
Chief Financial Officer
ITRON, INC.
2818 N. Sullivan Road
P.O. Box 15288
Spokane, Washington 99216-1897
(509) 924-9900
(Name, address and telephone number of agent for service)
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Copy to:
Linda A. Schoemaker
Perkins Coie
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
(206) 583-8888
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of
to Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
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Common Stock, no par 1,800,000
value(2) shares (3) $ 25.8125 $ 46,462,500 $ 14,080
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee. The price per share is estimated to
be $25.8125 based on the average of the high ($26.25) and low ($25.375)
sales prices for the Common Stock on June 3, 1997, as reported by the
Nasdaq National Market.
(2) Including associated Common Stock Purchase Rights.
(3) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the Plan as the result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Company.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 filed with the Securities and Exchange
Commission (the "Commission"), which contains audited
financial statements for the most recent year for which such
statements have been filed;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
3. The Company's Current Reports on Form 8-K dated March 18, 1997
and May 2, 1997; and
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on September 18, 1993, including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, after 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 the
securities covered hereby then remaining unsold shall also be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof commencing on the respective dates on which such documents are filed.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 10 of the Registrant's Restated Bylaws provides for
indemnification of the Registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law. Certain of the directors of the
Registrant, who are affiliated with principal shareholders of the Registrant,
also may be indemnified by such shareholders against liability they may incur in
their capacity as a director of the Registrant, including pursuant to a
liability insurance policy for such purpose.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except in
certain circumstances involving intentional misconduct, self-dealing or illegal
corporate loans or distributions, or any transaction from which the director
personally receives a benefit in money, property or services to which the
director is not legally entitled. Article 9 of the Registrant's Restated
Articles of Incorporation contains provisions implementing, to the fullest
extent permitted by Washington law, such limitations on a director's liability
to the Registrant and its shareholders.
The Registrant has entered into an Indemnification Agreement with each of
its executive officers and directors in which the Registrant agrees to hold
harmless and indemnify the officer or director to the full extent permitted by
Washington law. In addition, the Registrant agrees to indemnify the officer or
director against any and all losses, claims, damages, liabilities or expenses
incurred in connection with any actual, pending or threatened action, suit,
claim or proceeding, whether civil, criminal, administrative or investigative
and whether formal or informal, in which the officer or director is, was or
becomes involved by reason of the fact that the officer or director is or was a
director, officer, employee or agent of the Registrant, or that being or having
been such a director, officer, employee or agent, such director is or was
serving at the request of the Registrant as a director, officer, employee,
trustee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan, whether the basis of such proceeding is alleged action (or inaction) by
the officer or director in an official capacity as a director, officer,
employee, trustee or agent or in any other capacity while serving as a director,
officer, employee, trustee or agent. The officer or director is not indemnified
for any action, suit, claim or proceeding instituted by or at the direction of
the officer or director unless such action, suit, claim or proceeding is or was
authorized by the Registrant's Board of Directors or unless the action is to
enforce the provisions of the Indemnification Agreement.
No indemnity pursuant to the Indemnification Agreements may be provided by
the Registrant on account of any suit in which a final, unappealable judgment is
rendered against an officer or director for an accounting of profits made from
the purchase or sale by the officer or director of securities of the Registrant
in violation of the provisions of Section 16(b) of the Exchange Act, or for
damages that have been paid directly to the officer or director by an insurance
carrier under a policy of directors' and officers' liability insurance
maintained by the Registrant.
Officers and directors of the Registrant are covered by insurance (with
certain exceptions and certain limitations) that indemnifies them against losses
and liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
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Item 8. EXHIBITS
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Exhibit Number Description
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5.1 Opinion of Perkins Coie regarding legality of the Common Stock being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney
99.1 1989 Restated Stock Option Plan (incorporated by reference to Appendix A to
the Registrant's Proxy Statement dated April 4, 1997 relating to its 1997
annual shareholders meeting)
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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 of the Securities Act.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of the securities
offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering there of.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer of controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Spokane, State of Washington, on the 6th day of
June, 1977.
ITRON, INC.
/s/ David G. Remington
By: DAVID G. REMINGTONl Officer
Chief Financial Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Johnny M. Humphreys and David G. Remington, or either of them, as
attorneys-in-fact with full power of substitution, to execute in the name and on
the behalf of each person, individually and in each capacity stated below, and
to file, any and all amendments to this Registration Statement, including any
and all post-effective amendments, and any amendment thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 6th day of June, 1997
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Signature Title
/s/ Paul A. Redmond Chairman of the Board
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Paul A. Redmond
/s/ Johnny M. Humphreys President, Chief Executive Officer and Director
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Johnny M. Humphreys
/s/ David G. Remington Chief Financial Officer (Principal Financial
- ------------------------------------------------------ and Accounting Officer)
David G. Remington
/s/ Michael B. Bracy Director
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Michael B. Bracy
/s/ Ted C. DeMerritt Director
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Ted C. DeMerritt
/s/ Jon E. Eliassen Director
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Jon E. Eliassen
/s/ Mary Ann Peters Director
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Mary Ann Peters
/s/ Stuart Edward White Director
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Stuart Edward White
/s/ Graham M. Wilson Director
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Graham M. Wilson
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INDEX TO EXHIBITS
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Exhibit Number Description
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5.1 Opinion of Perkins Coie regarding legality of the Common Stock being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Perkins Coie (included in Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 1989 Restated Stock Option Plan (incorporated by reference to Appendix A to the
Registrant's Proxy Statement dated April 4, 1997 relating to its 1997 annual
shareholders meeting)
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Exhibit 5.1
[Perkins Coie Letterhead]
June 6, 1997
Itron, Inc.
P.O. Box 15288
Spokane, Washington 99215
Re: Registration Statement On Form S-8
Gentlemen and Ladies:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to an additional 1,800,000
shares of Common Stock, no par value per share (the "Additional Shares"), which
may be issued under the Itron, Inc. 1989 Restated Stock Option Plan (the
"Plan"). We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Additional Shares that may be issued upon the exercise of stock options granted
or to be granted pursuant to the Plan have been duly authorized and that, upon
the due execution by the Company and the registration by its registrars of the
Additional Shares and the sale thereof by the Company in accordance with the
terms of the Plan, and the receipt of the consideration therefor in accordance
with the terms of the Plan, the Additional Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
PERKINS COIE
:syh
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Itron, Inc.'s
Registration Statement on Form S-8 of our report dated February 7, 1997,
appearing in the Annual Report on Form 10-K of Itron, Inc. for the year ended
December 31, 1996.
DELOITTE & TOUCHE LLP
Seattle, Washington
June 6, 1997
