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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MT ACQUISITION CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3596 APPLIED FOR
(STATE OR OTHER JURISDICTION OF (PRIMARY (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) STANDARD IDENTIFICATION NUMBER)
INDUSTRIAL
CLASSIFICATION
CODE NUMBER)
IM LANGACHER, P.O. BOX MT-100 ROBERT F. SPOERRY
CH 8606 GREIFENSEE, SWITZERLAND MT ACQUISITION CORP.
41-1-944-22-11 PARK AVENUE TOWER
(ADDRESS, INCLUDING ZIP CODE, 65 EAST 55TH STREET, 27TH FLOOR
AND TELEPHONE NUMBER, NEW YORK, NEW YORK 10022
INCLUDING AREA CODE, OF (212) 644-5900
REGISTRANT'S PRINCIPAL (NAME, ADDRESS, INCLUDING ZIP
EXECUTIVE OFFICES) CODE, 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 APPLIED FOR
(STATE OR OTHER JURISDICTION OF (PRIMARY (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) STANDARD IDENTIFICATION NUMBER)
INDUSTRIAL
CLASSIFICATION
CODE NUMBER)
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)
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Copies to:
TIMOTHY E. PETERSON, ESQ. DAVID J. BRITTENHAM, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON DEBEVOISE & PLIMPTON
ONE NEW YORK PLAZA 875 THIRD AVENUE
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10022
(212) 859-8000 (212) 909-6000
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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. /x/ 333-09621
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /x/
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CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES MAXIMUM AGGREGATE
TO BE REGISTERED PRINCIPAL AMOUNT(1) AMOUNT OF REGISTRATION FEE
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9 3/4% Senior Subordinated
Notes due 2006................. $20,000,000 $6,060.60
Mettler-Toledo Holding Inc.
Guarantee(1)................... -- --
(1) No separate consideration will be received from investors for the Guarantee.
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THIS REGISTRATION STATEMENT IS BEING FILED PURSUANT TO RULE 462(B) UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ('RULE 462(B)'), AND INCLUDES THIS
REGISTRATION STATEMENT FACING PAGE, THE SIGNATURE PAGES, AN EXHIBIT INDEX, THREE
ACCOUNTANTS' CONSENTS AND A LEGAL OPINION. PURSUANT TO RULE 462(B), THE CONTENTS
OF THE REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-09621) OF MT ACQUISITION
CORP. AND METTLER-TOLEDO HOLDING INC., INCLUDING THE EXHIBITS THERETO, ARE
INCORPORATED BY REFERENCE INTO THIS REGISTRATION STATEMENT.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in New York, New York on
this 3rd day of October, 1996.
MT ACQUISITION CORP.
By: /s/ ROBERT F. SPOERRY
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Robert F. Spoerry
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
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/s/ ROBERT F. SPOERRY President and Chief Executive October 3, 1996
- ------------------------- Officer and Director
Robert F. Spoerry
* Head, Finance and Control (Principal October 3, 1996
- ------------------------- Financial and Accounting Officer)
Fred Ort
* Director October 3, 1996
- -------------------------
Thomas P. Salice
* Director October 3, 1996
- -------------------------
Charles F. Baird, Jr.
*By: /s/ ROBERT F. SPOERRY
----------------------------
Robert F. Spoerry
Attorney-in-fact
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in New York, New York on
this 3rd day of October, 1996.
METTLER-TOLEDO HOLDING INC.
By: /s/ ROBERT F. SPOERRY
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Robert F. Spoerry
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this 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 Chief Executive October 3, 1996
- ------------------------- Officer and Director
Robert F. Spoerry
* Head, Finance and Control (Principal October 3, 1996
- ------------------------- Financial and Accounting Officer)
Fred Ort
* Director October 3, 1996
- -------------------------
Thomas P. Salice
* Director October 3, 1996
- -------------------------
Alan W. Wilkinson
*By: /s/ ROBERT F. SPOERRY
----------------------------
Robert F. Spoerry
Attorney-in-fact
3
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF DOCUMENT PAGE NO.
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5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson,
counsel to the Company
23.1 -- Consent of KPMG Fides Peat
23.2 -- Consent of KPMG Fides Peat
23.3 -- Consent of KPMG Fides Peat
24.1 -- Powers of Attorney (incorporated by reference to
Registration Statement No. 333-09621)
23.4 -- Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1)
4
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EXHIBIT 5.1
212-859-8212
October 3, 1996 (FAX: 212-859-8586)
MT Acquisition Corp.
Mettler-Toledo Holding Inc.
Im Langacher P.O. Box MT-100
CH 8606 Greifensee, Switzerland
RE: Form S-1 Registration Statement (No. 333-09621)
Ladies and Gentlemen:
We are acting as special counsel to MT Acquisition Corp. (the "Company")
and Mettler-Toledo Holding Inc. ("Holding") (together, the "Registrants"), in
connection with the preparation and filing of a Registration Statement (the
"462(b) Registration Statement") pursuant to Rule 462(b) of the Securities Act
of 1933, as amended (the "Securities Act"), relating to the registration of an
additional $20,000,000 of Senior Subordinated Notes due 2006 (the "Notes") of
the Company, which will be guaranteed by Holding (the "Guarantee") in connection
with the above-referenced Registration Statement (the "Original Registration
Statement"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Original Registration Statement.
In connection with this opinion, we have (i) investigated such questions of
law, (ii) examined originals or certified, conformed or reproduction copies of
such agreements, instruments, documents and records of the Registrants and their
respective subsidiaries, such certificates of public officials and such other
documents, and (iii) reviewed such information from officers and representatives
of the Registrants and their respective subsidiaries and others, in each case,
as we have deemed necessary or appropriate for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all natural
persons executing documents, the genuineness of all signatures on original or
certified copies, the authenticity of all original or certified copies and the
conformity to original or certified documents of all copies submitted to us as
conformed or reproduction copies. As to various questions of fact relevant to
the
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MT Acquisition Corp.
Mettler-Toledo Holding Inc. -2- October 3, 1996
opinions expressed herein, we have relied upon, and assume the accuracy of, the
statements made in the certificates of an officer of each of the Registrants
delivered to us, and certificates and oral or written statements and other
information of or from public officials and officers and representatives of the
Registrants, their respective subsidiaries and others.
We have assumed, for purposes of the opinions expressed herein, that (i)
the Trustee has the power and authority to enter into and perform the Indenture
and (ii) the Indenture has been duly authorized, executed and delivered by the
Trustee and is valid, binding and enforceable upon the Trustee.
Based upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that, when (i) the Original
Registration Statement and the 462(b) Registration Statement have become
effective under the Securities Act, (ii) the terms of the Notes and their issue
and sale have been duly established as authorized and in conformity with the
Indenture pursuant to which the Notes are to be issued so as not to violate any
applicable law or agreement or instrument then binding on the Company and
Holding, and (iii) the Notes have been duly executed and authenticated in
accordance with the terms of the Indenture and delivered and paid for as
contemplated by the Original Registration Statement and the 462(b) Registration
Statement, the Notes and the Guarantee will constitute the valid and binding
obligations of the Company and Holding, respectively.
This opinion is limited to the General Corporation Law of the State of
Delaware and the laws of the State of New York, as currently in effect.
The opinion expressed above is subject to the qualification that the
enforceability of the Notes and the Guarantee against the Company and Holding,
respectively, (i) may be limited by applicable bankruptcy, insolvency,
fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other
laws now or hereafter in effect affecting creditors' rights generally and (ii)
is subject to the general principles of equity (including, without limitation,
standards of materiality, good faith, fair dealing and reasonableness), whether
such principles are considered in a proceeding in equity or at law.
We hereby consent to the filing of this opinion as an exhibit to the 462(b)
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of such persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
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MT Acquisition Corp.
Mettler-Toledo Holding Inc. -3- October 3, 1996
The opinions expressed herein are solely for your benefit and may not be
relied upon in any manner or for any purpose except as specifically provided for
herein.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Timothy E. Peterson
Timothy E. Peterson
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ciba Geigy AG
We consent to the use of our report with respect to Mettler-Toledo Group
included herein and to the reference to our firm under the headings 'Selected
Historical Financial Information' and 'Experts' in the Prospectus.
KPMG FIDES PEAT
October 3, 1996
Zurich, Switzerland
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholder
MT Acquisition Corp.
We consent to the use of our report with respect to MT Acquisition Corp.
included herein and the reference to our firm under the heading 'Experts' in the
Prospectus.
KPMG FIDES PEAT
October 3, 1996
Zurich, Switzerland
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholder
Mettler-Toledo Holding Inc.
We consent to the use of our report with respect to Mettler-Toledo Holding Inc.
included herein and the reference to our firm under the heading 'Experts' in the
Prospectus.
KPMG FIDES PEAT
October 3, 1996
Zurich, Switzerland
8
