AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
OCTOBER 15, 1996
REGISTRATION NO. 333-09621
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
METTLER-TOLEDO, INC.
(SUCCESSOR BY MERGER TO MT ACQUISITION CORP.)
(Exact name of registrant as specified in its charter)
DELAWARE 3596 34-1538688
(State or other (Primary (I.R.S. Employer
jurisdiction of Standard Identification Number)
incorporation or Industrial
organization) Classification
Code Number)
IM LANGACHER, P.O. BOX ROBERT F. SPOERRY
MT-100 METTLER-TOLEDO, INC.
CH 8606 GREIFENSEE, PARK AVENUE TOWER
SWITZERLAND 65 EAST 55TH STREET,
41-1-944-22-11 27TH FLOOR
(Address, including zip NEW YORK, NEW YORK
code, and telephone 10022
number, including area (212) 644-5900
code, of registrant's (Name, address,
principal executive including zip code,
offices) and telephone number,
including area code,
of agent for service
for registrants)
METTLER-TOLEDO HOLDING INC.
(Exact name of registrant as specified in its charter)
DELAWARE 3596 13-3900409
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification
incorporation or Code Number) Number)
organization)
IM LANGACHER, P.O. BOX MT-100
CH 8606 GREIFENSEE,
SWITZERLAND
41-1-944-22-11
(Address, including zip
code, and telephone number,
including area code, of
registrant's principal
executive offices)
-----------------------
COPIES TO:
TIMOTHY E. PETERSON, ESQ. DAVID J. BRITTENHAM, ESQ.
FRIED, FRANK, HARRIS, SHRIVER DEBEVOISE & PLIMPTON
& JACOBSON 875 THIRD AVENUE
ONE NEW YORK PLAZA NEW YORK, NEW YORK 10022
NEW YORK, NEW YORK 10004 (212) 909-6000
(212) 859-8000
-----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. []
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. []
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. []
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following
box. []
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
EXPLANATORY NOTE
This Amendment is filed for the purpose of including as an exhibit
to the Registration Statement (No. 333-09621) the Assumption of 1933
Act Liabilities (the "Assumption"), dated as of October 15, 1996,
executed by Mettler-Toledo, Inc. ("MTI"), successor by merger to
MT Acquisition Corp. ("Issuer").
This Amendment includes the Amendment facing page, this page,
the Exhibit list, the signature page, an Exhibit index and the
Assumption. The Prospectus has been omitted from this Amendment
as no changes have been made to the Prospectus previously filed
on October 4, 1996.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
- ------- ------------------------
1.1 -Form of Purchase Agreement**
2.1 -Stock Purchase Agreement between AEA-MT Inc., AG fur
Prazisionsinstrumente and Ciba-Geigy AG, as amended**
3.1 -Certificate of Incorporation of the Issuer**
3.2 -By-laws of the Issuer**
3.3 -Certificate of Incorporation of Holding**
3.4 -By-laws of Holding**
4.1 -Form of Indenture**
4.2 -Form of Supplemental Indenture (included in Form of
Indenture filed as Exhibit 4.1)**
4.3 -Specimen Note (included in Form of Indenture filed as
Exhibit 4.1)**
5.1 -Opinion of Fried, Frank, Harris, Shriver & Jacobson,
counsel to the Company**
10.1 -Form of Credit Agreement between MT Acquisition Corp.
and Mettler-Toledo Holding AG, as borrowers, and
Merrill Lynch Capital Corporation, as documentation
agent and the lenders party thereto**
10.2 -Form of Management Consulting Agreement between the
Company and AEA Investors Inc.**
10.3 -Form of Tax Sharing Agreement between Mettler-Toledo,
Inc. and MT Investors**
12.1 -Computation of Ratio of Earnings to Fixed Charges**
21.1 -Subsidiaries of the Company**
23.1 -Independent Auditors' Report on Schedule and Consent
of KPMG Fides Peat**
23.2 -Consent of KPMG Fides Peat**
23.3 -Consent of KPMG Fides Peat**
23.4 -Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in opinion filed as Exhibit 5.1)**
24.1 -Powers of Attorney**
25.1 -Statement of Eligibility of Trustee**
27.1 -Financial Data Schedule**
99. -Assumption of 1933 Act Liabilities, dated as of
October 15, 1996, executed by Mettler-Toledo, Inc.
(as successor by merger to MT Acquisition Corp.)*
* Filed herewith
** Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Amendment to the
Registration Statement (No. 333-09621) to be signed on its behalf
by the undersigned, thereunto duly authorized, in New York, New
York on this 15th day of October, 1996.
METTLER-TOLEDO HOLDING INC.
By: /s/ ROBERT F. SPOERRY
-----------------------
Robert F. Spoerry
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been
signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
--------- ----- ----
/s/ ROBERT F. SPOERRY President and October 15, 1996
- ------------------------- Chief Executive
Robert F. Spoerry Officer and
Director
October 15, 1996
* Head, Finance and
- ------------------------- Control (Principal
Fred Ort financial and
accounting
officer)
October 15, 1996
* Director
- -------------------------
Thomas P. Salice
* Director October 15, 1996
- -------------------------
Alan W. Wilkinson
By: /s/ ROBERT F. SPOERRY
------------------------
Robert F. Spoerry
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Amendment to the
Registration Statement (No. 333-09621) to be signed on its behalf
by the undersigned, thereunto duly authorized, in New York, New
York on this 15th day of October, 1996.
METTLER-TOLEDO, INC.
(Successor by merger to MT
Acquisition Corp.)
By: /s/ ROBERT F. SPOERRY
-----------------------
Robert F. Spoerry
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ ROBERT F. SPOERRY President and October 15, 1996
- ------------------------- Chief Executive
Robert F. Spoerry Officer and
Director
October 15, 1996
* Head, Finance and
- ------------------------- Control (Principal
Fred Ort financial and
accounting
officer)
October 15, 1996
* Director
- -------------------------
Thomas P. Salice
* Director October 15, 1996
- -------------------------
Alan W. Wilkinson
By: /s/ ROBERT F. SPOERRY
------------------------
Robert F. Spoerry
Attorney-in-Fact
INDEX TO EXHIBITS
-----------------
EXHIBIT Sequential
NUMBER DESCRIPTION OF DOCUMENTS Page No.
- ------- ------------------------ ----------
1.1 -Form of Purchase Agreement**
2.1 -Stock Purchase Agreement between AEA-
MT Inc., AG fur
Prazisionsinstrumente and Ciba-Geigy
AG, as amended**
3.1 -Certificate of Incorporation of the
Issuer**
3.2 -By-laws of the Issuer**
3.3 -Certificate of Incorporation of
Holding**
3.4 -By-laws of Holding**
4.1 -Form of Indenture**
4.2 -Form of Supplemental Indenture
(included in Form of Indenture filed
as Exhibit 4.1)**
4.3 -Specimen Note (included in Form of
Indenture filed as Exhibit 4.1)**
5.1 -Opinion of Fried, Frank, Harris,
Shriver & Jacobson, counsel to the
Company**
10.1 -Form of Credit Agreement between MT
Acquisition Corp. and Mettler-Toledo
Holding AG, as borrowers, and
Merrill Lynch Capital Corporation,
as documentation agent and the
lenders party thereto**
10.2 -Form of Management Consulting
Agreement between the Company and
AEA Investors Inc.**
10.3 -Form of Tax Sharing Agreement
between Mettler-Toledo, Inc. and MT
Investors**
12.1 -Computation of Ratio of Earnings to
Fixed Charges**
21.1 -Subsidiaries of the Company**
23.1 -Independent Auditors' Report on
Schedule and Consent of KPMG Fides
Peat**
23.2 -Consent of KPMG Fides Peat**
23.3 -Consent of KPMG Fides Peat**
23.4 -Consent of Fried, Frank, Harris,
Shriver & Jacobson (included in
opinion filed as
Exhibit 5.1)**
24.1 -Powers of Attorney**
25.1 -Statement of Eligibility of
Trustee**
27.1 -Financial Data Schedule**
99. -Assumption of 1933 Act Liabilities,
dated as of October 15, 1996,
executed by Mettler-Toledo, Inc. (as
successor by merger to MT
Acquisition Corp.)*
* Filed herewith
** Previously filed
ASSUMPTION OF 1933 ACT LIABILITIES
KNOW ALL MEN BY THESE PRESENTS, that Mettler-Toledo, Inc. a
Delaware corporation (the "Company"), does hereby assume and
agree to be responsible for all liabilities arising out of or
relating to the Registration Statement on Form S-1, filed by MT
Acquisition Corp. and Mettler-Toledo Holding Inc., with the
United States Securities and Exchange Commission, file No. 333-
09621, any pre-effective or post-effective amendment filed in
connection therewith and any additional Registration Statement
filed under Rule 462(b) of the Securities Act of 1933, as amended,
and the Securities and Exchange Act of 1934, as amended, in
connection therewith, whether such liability is contingent or
absolute, of whatever kind or nature, whether arising prior to or
on or after, and whether determined or indeterminable on, the date
hereof, and whether or not specifically referred to in this Assumption
of 1933 Act Liabilities to the same extent as MT Acquisition Corp.
has been or may be liable.
IN WITNESS WHEREOF, the Company has caused this Assumption
of 1933 Act Liabilities to be executed as of this 15th day of
October, 1996.
METTLER-TOLEDO, INC.
/s/ Robert F. Spoerry
-----------------------------
By: Robert F. Spoerry
Title: President
