As filed with the Securities and Exchange Commission on September 23, 1996.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
IMO INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware 21-0733751
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1009 Lenox Drive, Building Four West
Lawrenceville, New Jersey 08648
(Address of Principal Executive Offices) (Zip Code)
____________________
IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN
(Full title of plan)
____________________
Thomas J. Bird, Esquire
Executive Vice President, General Counsel and Secretary
1009 Lenox Drive, Building Four West
Lawrenceville, New Jersey 08648
(Name and address of agent for service)
(609) 896-7600
(Telephone number, including area code,
of agent for service)
____________________
Copy to:
John W. Kauffman, Esquire
Duane, Morris & Heckscher
One Liberty Place
Philadelphia, PA 19103-7396
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering aggregate registration
registered(1) registered(1) price per share offering price fee
__________ ____________ _______________ ______________ _____________
Common Stock, 1,000,000 $5.4375(1) $5,437,500 (1) $1,875
$1.00 par shares(1)
value
(1)Pursuant to paragraph (h) of Rule 457, the proposed maximum
offering price per share and the proposed maximum aggregate
offering price have been computed on the basis of $5.4375 per
share, the average of the high and low sales prices of the
Common Stock of the Company on the New York Stock Exchange on
September 19, 1996. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement
also covers an indeterminate amount of interests to be
offered or sold pursuant to the above-referenced plan.
Introductory Statement Pursuant to General Instruction E of Form
S-8
Pursuant to General Instruction E of Form S-8 with respect to
the registration of additional securities hereunder, the contents
of the Company's Registration Statement No. 33-13362 and
Registration Statement No. 33-41260 are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware empowers a Delaware corporation to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon plea of nolo
contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
In the case of an action or suit by or in the right of the
corporation to procure a judgment in its favor, Section 145
empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by reason of the fact that he
is or was acting in any of the capacities set forth above against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, except that indemnification is not permitted
in respect of any claim, issue or matter as to which such person
is adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery of the State of Delaware or
the court in which such action or suit was brought determines
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court deems proper.
Section 145 further provides: that a Delaware corporation
is required to indemnify a director, officer, employee or agent
against expenses (including attorney's fees) actually and
reasonably incurred by him in defense of any action, suit or
proceeding referred to above or in defense of any claim, issue or
matter therein to the extent that such person has been successful
on the merits or otherwise; that the indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; that the
indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs,
executors and administrators; that expenses (including attorneys'
fees) incurred by an officer or director in defending any action,
suit or proceeding referred to above may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of such officer or director to repay such amount if it is
ultimately determined that such person is not entitled to be
indemnified as authorized under Section 145; and that the corpora
tion may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and
incurred by him in any such capacity or arising out of his status
as such, whether or not the corporation would have the power to
indemnify him against such liability under Section 145. A
Delaware corporation may provide indemnification only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he has met the applicable
standard of conduct. Such determination is to be made (i) by
the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or (iii) by the
stockholders.
Article XIII of the By-Laws of the Company provides that
each person who was or is made a party to, or is involved in, any
action, suit or proceeding by reason of the fact that such person
is or was a director, officer or employee of the Company (or was
serving at the request of the Company as a director, officer or
employee for another entity) while serving in such capacity shall
be indemnified by the Company, to the full extent authorized by
Delaware law, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection therewith.
Article XIII of the By-Laws provides that rights conferred
thereby are contract rights and include the right to be paid or
reimbursed by the Company for expenses incurred in defending such
proceedings in advance of their final disposition upon receipt by
the Company from the indemnified party of an undertaking to repay
all amounts so advanced if it is ultimately determined that the
person receiving such payments is not entitled to be indemnified.
Article XIII of the By-Laws provides that the rights
conferred therein to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final dispo
sition are not exclusive of any other right which any person may
have or acquire under any statute, provision of the Company's
Restated Certificate of Incorporation, contract, agreement or By-
Laws, or otherwise. Finally, Article XIII of the By-Laws
provides that the Company may maintain insurance, at its expense,
to protect itself and any of its directors, officers, employees
or agents against any expense, liability or loss, whether or not
the Company would have the power to indemnify such person against
such expense, liability or loss under Delaware law.
The Company's Restated Certificate of Incorporation, as
permitted by the General Corporation Law of the State of
Delaware, provides that a director of the Company shall not be
personally liable to the Company or to its stockholders for
monetary damages for breach of fiduciary duty as a director
except (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any
transaction from which the director derived an improper personal
benefit.
The Company has purchased liability insurance under two
policies for directors and officers for certain losses up to an
aggregate of $20 million arising from claims or charges made
against them while acting in their capacities as directors or
officers of the Company and/or its subsidiaries.
Item 8. Exhibits.
Pursuant to Instruction (b) under Item 8 of Form S-8, the
registrant undertakes that it will submit or has submitted, the
Imo Industries Inc. Employees Stock Savings Plan (the "Plan") and
any amendment thereto to the Internal Revenue Service ("IRS") in
a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.
Exhibit No. Exhibit Description
23 Consent of Ernst & Young LLP
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 autho
rized, in Lawrenceville, New Jersey on September 23, 1996.
IMO INDUSTRIES INC.
By:/s/ Donald K. Farrar
Donald K. Farrar,
Chairman, Chief Executive
Officer and President
Know all men by these presents, that each person whose
signature appears below constitutes and appoints Donald K. Farrar
and Thomas J. Bird, and each or either of them, as his true and
lawful attorneys-in-fact and agents, with full power of substitu
tion, for him, and in his name, place and stead, in any and all
capacities to sign any or all amendments or post-effective
amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or either of them or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Donald K. Farrar Chairman, Chief September 23, 1996
Donald K. Farrar Executive Officer,
President and Director
(principal executive
officer)
/s/ William M. Brown Executive Vice September 23, 1996
William M. Brown President, Chief Finan-
cial Officer and
Corporate Controller
(principal financial
and accounting officer)
/s/ James B. Edwards Director September 23, 1996
James B. Edwards
/s/ Richard J. Grosh Director September 23, 1996
Richard J. Grosh
/s/ Carter P. Thacher Director September 23, 1996
Carter P. Thacher
/s/ Donald C. Trauscht Director September 23, 1996
Donald C. Trauscht
/s/ Arthur E. Van Leuven Director September 23, 1996
Arthur E. Van Leuven
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the administrator of the Plan has duly caused this
Registration Statement to be signed on its behalf by the under
signed, thereunto duly authorized, in Lawrenceville, New Jersey,
on September 23, 1996.
IMO INDUSTRIES INC.,
Administrator of the
Imo Industries Inc.
Employees Stock Savings Plan
By:/s/ Donald F. Vosburgh
Donald F. Vosburgh,
Vice President and
Director, Human Resources
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit No. Exhibit Page
23 Consent of Ernst & Young LLP Filed herewith
Exhibit 23 -- Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 dated September 23, 1996) pertaining to the Imo
Industries Inc. Employees Stock Savings Plan of our report dated
February 15, 1996 (except for Note 15, as to which the date is August
1, 1996), with respect to the consolidated financial statements and
schedules of Imo Industries Inc. included in the Annual Report (Form
10-K/A) for the year ended December 31, 1995 and of our report dated
June 24, 1996, with respect to the financial statements and schedules
of the Imo Industries Inc. Employees Stock Savings Plan included in
the Annual Report (Form 11-K) for the year ended December 31, 1995.
ERNST & YOUNG LLP
Princeton, New Jersey
September 23, 1996
