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As filed with the Securities and Exchange Commission on September 3, 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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BORG-WARNER SECURITY CORPORATION
(Exact name of registrant as specified in the charter)
Delaware 13-3408028
(State of incorporation) (I.R.S. Employer Identification No.)
200 South Michigan Avenue
Chicago, Illinois 60604
(Address of principal executive offices)
---------------------------------
BORG-WARNER SECURITY CORPORATION 1993 STOCK INCENTIVE PLAN
BORG-WARNER SECURITY CORPORATION PERFORMANCE SHARE PLAN
BORG-WARNER SECURITY CORPORATION EXECUTIVE OFFICER INCENTIVE PLAN
(Full title of the plans)
JEFFREY P. BILAS, ESQ.
Borg-Warner Security Corporation
200 South Michigan Avenue
Chicago, Illinois 60604
(312) 322-8500
(Name, address and telephone number of agent for service)
Approximate date of commencement of sale under the Plans;
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered (1) per share (2) price fee
<S> <C> <C> <C> <C>
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Common Stock
($.01 par value) 2,450,000 shares $17.09 $41,870,500 $12,688.03
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</TABLE>
(1) 1,900,000 shares are issuable pursuant to the terms of the 1993 Stock
Incentive Plan, 400,000 shares are issuable pursuant to the terms of the
Performance Share Plan and 150,000 shares are issuable pursuant to the terms of
the Executive Officer Incentive Plan.
(2) Computed pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee and not as a representation as to any actual proposed price.
This amount is based on the average of the high and low prices of such Common
Stock on August 27, 1997 on the consolidated reporting system.
<PAGE>
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997.
(c) The description of the Company's common stock, par value $.01 per
share, contained in its Registration Statement on Form S-2 (No. 33-53480) filed
with the Commission.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 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 in this Registration Statement and to
be a part of this Registration Statement from the date of the 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.
---------------------------------------
The legality of the shares of common stock that may be issued under
the Borg-Warner Security Corporation 1993 Stock Incentive Plan, the Performance
Share Plan and the Executive Officer Incentive Plan has been passed upon for the
Company
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by Robert E.T. Lackey, Vice President and General Counsel of the Company. Mr.
Lackey does not own or have the right to acquire within the next 60 days any
shares of the Company's common stock.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the General Corporation Law of the State of Delaware
("DGCL") provides that a corporation has the power to indemnify its officers and
directors against the expenses, including attorney's fees, judgments, fines or
settlement amounts actually and reasonably incurred by them in connection with
the defense of any action by reason of being or having been directors or
officers, if such person shall have acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that if such action shall be in the right of the
corporation, no such indemnification shall be provided as to any claim, issue or
matter as to which such person shall have been judged to have been liable to the
corporation unless and to the extent that the Court of Chancery of the State of
Delaware, or another court in which the suit was brought, shall determine upon
application that, in view of all of the circumstances of the case, such person
is fairly and reasonably entitled to indemnity.
As permitted by Section 102 of the DGCL, the Company's Certificate of
Incorporation provides that no director shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director
other than (i) for breaches of the director's duty of loyalty to the Company and
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for the unlawful
payment of dividends or unlawful stock purchases or redemptions under Section
174 of the DGCL and (iv) for any transaction from which the director derived an
improper personal benefit.
The Company's Certificate of Incorporation provides for
indemnification of its directors and officers to the fullest extent permitted by
the DGCL, and allows the Company to advance or reimburse litigation expenses
upon submission by the director, officer or employee of an undertaking to repay
such advances or reimbursements if it is ultimately determined that
indemnification is not available to such director or officer.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits
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(5) Opinion of Robert E.T. Lackey, Esq., Vice President of the
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Company.
(23) Consent of Deloitte & Touche LLP.
(24) Power of Attorney.
Item 9. Undertakings.
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(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, represents
a fundamental change in the information set forth in the registration statement;
(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) do not apply if the
registration statement is on Form S-3 or Form S-8 and 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 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
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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
theoffering 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 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
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The Registrant. 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 Chicago, Illinois on August 27, 1997.
BORG-WARNER SECURITY CORPORATION
By: /s/ J. Joe Adorjan
----------------------------------------------
J. Joe Adorjan
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
August 27, 1997.
Signature Title
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/s/ J. Joe Adorjan Chairman of the Board, Chief Executive
- -------------------------------- Officer and President and Director
J. Joe Adorjan (Principal Executive Officer)
/s/ Timothy M. Wood Vice President, Finance
- -------------------------------- (Principal Accounting and Financial Officer)
Timothy M. Wood
/s/ James J. Burke, Jr. Director
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James J. Burke, Jr.
/s/ Albert J. Fitzgibbons III Director
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Albert J. Fitzgibbons III
Director
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Arthur F. Golden
<PAGE>
/s/ Dale W. Lang Director
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Dale W. Lang
/s/ Robert A. McCabe Director
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Robert A. McCabe
Director
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Andrew McNally IV
/s/ Alexis P. Michas Director
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Alexis P. Michas
/s/ H. Norman Schwarzkopf Director
- --------------------------------
H. Norman Schwarzkopf
/s/ Donald C. Trauscht Director
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Donald C. Trauscht
<PAGE>
EXHIBIT 5
August 27, 1997
Borg-Warner Security Corporation
200 South Michigan Avenue
Chicago, Illinois 60604
Ladies and Gentlemen:
I am Vice President and General Counsel of Borg-Warner Security Corporation, a
Delaware corporation ("Borg-Warner"), and have acted as counsel for Borg-Warner
in connection with Registration Statement on Form S-8 ("Registration Statement")
to be filed with the Securities and Exchange Commission relating to the
registration of 2,450,000 shares of Common Stock, par value $.01 per share
("Shares") to be sold pursuant to the terms of Borg-Warner's 1993 Stock
Incentive Plan, as amended, Borg-Warner's Performance Share Plan, as amended,
and Borg-Warner's Executive Officer Incentive Plan (the "Plans"). In that
connection I or attorneys acting under my supervision and control have reviewed
such documents and have made such investigations of law as I have deemed
appropriate as a basis for the opinions expressed below.
Based upon the foregoing and subject to the qualifications set forth herein, I
am of the opinion that the Shares, when issued in accordance with the terms of
the Plans, will be legally issued, fully paid and non-assessable.
I express no opinion as to, or the effect of applicability of, any laws other
than the federal laws of the United States of America and the corporate law of
the State of Delaware. This opinion is limited to the specific issues addressed
and is limited in all respects to laws and facts existing on the date hereof. By
rendering this opinion, I do not undertake to advise you of any changes in such
laws or facts which may occur after the date hereof. This opinion is being
delivered in my official capacity as General Counsel and no individual or
personal liability shall attach hereto.
I consent to the use of this opinion as an exhibit to the Registration Statement
and to the reference to me in the Registration Statement. In giving such
consent, I do not admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Robert E.T. Lackey
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
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We consent to the incorporation by reference in this Registration Statement of
Borg-Warner Security Corporation on Form S-8 pertaining to the Borg-Warner
Security Corporation Executive Officer Incentive Plan, Borg-Warner Security
Corporation Performance Share Plan, and Borg-Warner Security Corporation 1993
Stock Incentive Plan of our reports dated February 4, 1997 appearing in and
incorporated by reference in the Annual Report on Form 10-K of Borg-Warner
Security Corporation for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Chicago, Illinois
August 27, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned officers and directors of Borg-Warner Security Corporation
(the "Corporation") hereby appoint J. Joe Adorjan and John D. O'Brien, and each
of them, as their true and lawful attorneys-in-fact, with full power for and on
their behalf to execute, in their names and capacities as officers and directors
of the Corporation, and to file with the Securities and Exchange Commission on
behalf of the Corporation under the Securities Act of 1933, as amended, any and
all Registration Statements (including any and all amendments or post-effective
amendments thereto) relating to the Corporation's 1993 Stock Incentive Plan.
This Power of Attorney automatically ends as to each appointee upon the
termination of his service with the Corporation.
In witness whereof, the undersigned have executed this Power of Attorney on
August 27, 1997.
/s/ J. Joe Adorjan /s/ Dale W. Lang
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J. Joe Adorjan Dale W. Lang
/s/ Robert A. McCabe
- ---------------------------------- ----------------------------------------
Timothy M. Wood Robert A. McCabe
/s/ James J. Burke, Jr.
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James J. Burke, Jr. Andrew McNally IV
/s/ Albert J. Fitzgibbons III /s/ Alexis P. Michas
- ---------------------------------- ----------------------------------------
Albert J. Fitzgibbons III Alexis P. Michas
/s/ H. Norman Schwarzkopf
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Arthur F. Golden H. Norman Schwarzkopf
/s/ Donald C. Trauscht
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Donald C. Trauscht
