<PAGE>
As filed with the Securities and Exchange Commission on June 28, 2000
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)
Washington 91-1011792
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2818 N. Sullivan Road
Spokane, Washington 99216-1897
(Address of principal executive offices, including zip code)
ITRON, INC. 2000 STOCK INCENTIVE COMPENSATION PLAN
(Full title of the plan)
LeRoy D. Nosbaum
President and Chief Executive Officer
Itron, Inc.
2818 N. Sullivan Road
Spokane, Washington 99216-1897
(509) 924-9900
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
LINDA A. SCHOEMAKER
Perkins Coie LLP
1201 Third Avenue, 48th Floor
Seattle, Washington 98101-3099
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------------------------ ----------- -------------------- ------------------- --------------
Title of Securities Number to Proposed Maximum Proposed Maximum Amount of
to Be Registered Be Offering Price Aggregate Registration
Registered(1) Offering Price Fee
------------------------------------------ -------------- -------------------- ------------------- --------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share,
subject to outstanding options underthe:
Itron, Inc. 2000 Stock Incentive 1,800,000 $ 13,725,000(2)$ 13,725,000(2)$ 3,624
Compensation Plan
------------------------------------------ -------------- -------------------- ------------------- --------------
</TABLE>
(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant
to such employee benegit plan as the result of any future stock split,
stock dividend or similar adjustment of the Registrant's outstanding
Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of high and low sales prices for the Common Stock
on June 26, 2000, as reported for such date on the Nasdaq National
Market.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The registrant's annual report on Form 10-K for the year
ended December 31, 1999 filed on March 30, 2000, which contains audited
financial statements for the most recent fiscal year for which such statements
have been filed;
(b) The registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 2000 filed on May 15, 2000;
(c) All other reports filed by the registrant pursuant to
Section 13(a) or 15(d) of the Securites Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Annual Report
on Form 10-K referred to in (a) above; and
(d) The description of the registrant's common stock contained
in the registration statement on Form 8-A filed on September 18, 1993, under
Section 12(g) of the Exchange Act, 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 Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that the 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 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") 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 (the "Bylaws")
provides for indemnification of the registrant's directors and officers and,
with Board approval, the registrant's 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 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 WBCA 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, knowing violations of law or unlawful 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 (the "Articles") contains
provisions implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the registrant and its shareholders.
Any repeal of or modification to the Bylaws and Articles may not
adversely affect any right of indemnification under the Bylaws or Articles of a
director or officer who is or was a director or officer of the registrant at the
time of such repeal or modification.
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 fullest 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. 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,
and amendments thereto, or for damages that have been paid directly to the
executive 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 liabilites 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
5.1 Opinion of Perkins Coie LLP regarding legality of the
Common Stock being registered
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of Perkins Coie LLP (included in opinion filed
as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Itron, Inc. 2000 Stock Incentive Compensation Plan
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;
(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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference 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 benefits 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 thereof.
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 or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 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, 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 28th day of
June, 2000.
ITRON, INC.
By: /s/ LEROY D. NOSBAUM
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LeRoy D. Nosbaum
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
LeRoy D. Nosbaum 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.
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 28th day of June, 2000.
Signature Title
/s/ LEROY D. NOSBAUM President and Chief Executive Officer
-------------------- (Principal Executive Officer)
LeRoy D. Nosbaum
/s/ DAVID G. REMINGTON Vice President and Chief Financial Officer
---------------------- (Principal Financial and Accounting Officer)
David G. Remington
/s/ S. EDWARD WHITE Chairman of the Board
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S. Edward White
/s/ MICHAEL B. BRACY Director
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Michael B. Bracy
/s/ MICHAEL J. CHESSER Director
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Michael J. Chesser
/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/ PAUL A. REDMOND Director
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Paul A. Redmond
/s/ GRAHAM M. WILSON Director
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Graham M. Wilson
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INDEX TO EXHIBITS
Exhibit
Number Description
5.1 Opinion of Perkins Coie LLP regarding legality of the
Common Stock being registered
23.1 Independent Auditors Consent
23.2 Consent of Perkins Coie LLP (included in opinion filed
as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Itron, Inc. 2000 Stock Incentive Compensation Plan
