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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1995
REGISTRATION NO. 33-
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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
UST INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 06-1193986
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
100 WEST PUTNAM AVENUE,
GREENWICH, CONNECTICUT 06830
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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UST INC. NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
JONATHAN P. NELSON, ESQ., 100 WEST PUTNAM AVENUE, GREENWICH, CONNECTICUT 06830
(203) 661-1100
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
DAVID J. FRIEDMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE, NEW YORK, NEW YORK 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1)(2) PRICE(2) REGISTRATION FEE
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Common Stock, par value $0.50
per share(1).................. 200,000 shares $29.25 $5,850,000 $2,017.24
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(1) Estimated pursuant to paragraph (h)(1) of Rule 457 under the Securities Act
of 1933, as amended (the "Securities Act"), on the basis of the average of
the high and low sale prices for a share of Common Stock on the New York
Stock Exchange -- Composite Transactions Tape on May 5, 1995, within five
business days prior to filing.
(2) Estimated solely for the purpose of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference in this Registration Statement are the following
documents filed by the registrant, UST Inc., a Delaware corporation (the
"Registrant"), with the Securities and Exchange Commission (the "Commission"):
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1995;
(c) Registrant's description of its common stock, par value $0.50 per
share (the "Common Stock"), contained in Registrant's Registration
Statement on Form S-4, No. 33-12765, filed with the Commission pursuant to
Section 12(b) of the Exchange Act, dated March 20, 1987.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document 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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant is a Delaware corporation. Section 145 of the Delaware General
Corporation Law allows the indemnification of officers and directors of a
corporation against liabilities and expenses arising out of actions brought by a
third party, provided that the Board of Directors determines that such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to a
criminal matter, had no reasonable cause to believe his or her conduct was
unlawful. Such law also permits indemnification against expenses in actions
brought by or in right of a corporation if the standards of conduct required for
indemnification in third party actions are met, and either (1) such person was
not adjudged liable to the corporation, or (2) the Delaware Chancery Court or
other court in which the action was brought determines that such person is
fairly and reasonably entitled to be indemnified. Section 145 also provides that
a corporation may make advances for expenses incurred in defending a suit upon
the receipt of an undertaking by an officer or director to repay such amount if
it is ultimately determined that such person is not entitled to be indemnified.
Indemnification provided by Section 145 is not exclusive, and a corporation is
empowered to purchase and maintain insurance on behalf of any person who is or
was an officer or director of another corporation or other enterprise against
any liability asserted against such person and incurred by him or her in any
such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under such section.
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Registrant maintains, at its expense, a policy of insurance that insures
its directors and officers, subject to certain exclusions or deductions that are
usual in such insurance policies, against certain liabilities that may be
incurred in those capacities, including liabilities arising under the Securities
Act. Registrant has also entered into agreements that provide for the
indemnification of its directors and officers against such liabilities to the
fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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EXHIBIT
NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of Registrant, a copy of which was filed as
Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for its quarter ended
March 31, 1992 (No. 0-17506), is hereby incorporated herein by reference thereto.
4.2 By-Laws of Registrant, a copy of which was filed as Exhibit 3.2 to Registrant's
Registration Statement on Form S-4 (No. 33-12765), are hereby incorporated herein
by reference thereto.
5 Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP to the incorporation by reference in this Registration
Statement of their report on the consolidated financial statements included in
Registrant's Annual Report on Form 10-K for its fiscal year ended December 31,
1994.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom to the filing of their opinion as
Exhibit 5 to this Registration Statement is contained in Exhibit 5.
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ITEM 9. UNDERTAKINGS.
(a) 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 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;
(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) Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to 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
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event
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that a claim for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of 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, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, 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 TOWN
OF GREENWICH, STATE OF CONNECTICUT, ON THE 11TH DAY OF MAY, 1995.
UST INC.
By VINCENT A. GIERER, JR.
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Vincent A. Gierer, Jr.
Chairman of the Board, Chief
Executive Officer and President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON MAY 11, 1995.
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SIGNATURE TITLE
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Chairman of the Board,
Chief Executive Officer
and President (Principal
VINCENT A. GIERER, JR. Executive Officer)
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Vincent A. Gierer, Jr.
Executive Vice President
and Chief Financial Officer
(Principal Financial
JOHN J. BUCCHIGNANO Officer)
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John J. Bucchignano
Controller
(Principal Accounting
ROBERT T. D'ALESSANDRO Officer)
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Robert T. D'Alessandro
LOUIS F. BANTLE Chairman Emeritus
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Louis F. Bantle
JOHN J. BUCCHIGNANO Director
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John J. Bucchignano
JAMES W. CHAPIN Director
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James W. Chapin
EDWARD H. DEHORITY, JR. Director
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Edward H. DeHority, Jr.
VINCENT A. GIERER, JR. Chairman of the Board
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Vincent A. Gierer, Jr.
P.X. KELLEY Director
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P.X. Kelley
RALPH L. ROSSI Director
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Ralph L. Rossi
SPENCER R. STUART Director
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Spencer R. Stuart
JOSEPH R. TADDEO Director
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Joseph R. Taddeo
JOHN P. WARWICK Director
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John P. Warwick
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LIST OF EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of Registrant, a copy of which was filed as
Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for its quarter ended
March 31, 1992 (No. 0-17506), is hereby incorporated herein by reference thereto.
4.2 By-Laws of Registrant, a copy of which was filed as Exhibit 3.2 to Registrant's
Registration Statement on Form S-4 (No. 33-12765), are hereby incorporated herein
by reference thereto.
5 Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP to the incorporation by reference in this Registration
Statement of their report on the consolidated financial statements included in
Registrant's Annual Report on Form 10-K for its fiscal year ended December 31,
1994.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom to the filing of their opinion as
Exhibit 5 to this Registration Statement is contained in Exhibit 5.
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EXHIBIT 5
[LETTERHEAD]
May 11, 1995
UST Inc.
100 West Putnam Avenue
Greenwich, Connecticut 06830
Gentlemen:
You have requested our opinion in connection with the registration
statement on Form S-8 (the "Registration Statement") to be filed by UST Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") relating to 200,000 shares of the Company's common
stock, par value $.50 per share (the "Shares"), which may be issued and sold
pursuant to the UST Inc. Nonemployee Directors' Stock Option Plan (the "Plan").
The Plan provides for the issuance to nonemployee directors of the Company of
options to purchase Shares (the "Options").
In this connection, we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of (i) the Plan;
(ii) the Restated Certificate of Incorporation of the Company; (iii) the By-Laws
of the Company; (iv) resolutions adopted by the Board of Directors of the
Company on September 22, 1994; (v) the proxy statement and certificate of vote
relating to the adoption of the Plan by the Company's stockholders at the Annual
Meeting of Stockholders held on May 2, 1995; (vi) the form of Registration
Statement proposed to be filed with the Commission; and (vii) such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below. In our examination, we have assumed the legal capacity of all
natural persons, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
latter documents. As to any facts material to this opinion that we did not
independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and others.
We are admitted to the Bar of the State of Delaware and express no opinion
as to the laws of any other jurisdiction other than the laws of the United
States of America to the extent applicable hereto.
Based upon the foregoing, we are of the opinion that all necessary
corporate proceedings by the Company have been duly taken to authorize the
issuance of the Shares upon the exercise of Options, and assuming that all
Options issued pursuant to the Plan will be issued in accordance with the Plan,
upon issuance and delivery of such Shares and payment therefor in accordance
with the provisions of the Plan, and as contemplated by the Registration
Statement, the Shares will have been validly issued and will be fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, we do not concede that we are experts within
the meaning of the Securities Act of 1933 (the "Securities Act") or that this
consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the UST Inc. Nonemployee
Directors' Stock Option Plan of our report dated February 1, 1995, with respect
to the consolidated financial statements of UST Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Stamford Connecticut
May 11, 1995
