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Registration No. 33-_____
As filed with the Securities and Exchange Commission on January 17, 1996
________________________________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REGAL-BELOIT CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0875718
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 STATE STREET
BELOIT, WISCONSIN 53511
(Address of Principal Executive Offices (ZIP Code)
NONQUALIFIED DIRECTOR
STOCK OPTION PLAN
(Full title of the plan)
Copy to:
GERALD J. BERRES, ESQ. THOMAS W. O'BRIEN, ESQ.
Vice President-Secretary Quarles & Brady
General Counsel 411 East Wisconsin Avenue
REGAL-BELOIT CORPORATION Milwaukee, Wisconsin 53202
200 State Street
Beloit, Wisconsin 53511
(Name and address of agent for service)
(608) 364-8800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
___________________________________________________________________________________________________
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES MAXIMUM AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(1) PRICE(2) FEE
---------- ------------- ------------ -------- ---
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 per share 140,000 shares $7.50 $1,050,000 $362.07
______________________________________________________________________________________________________
</TABLE>
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(1) On January 23, 1992, the Registrant's Board of Directors adopted a
resolution granting each non-employee member of the Board of Directors
a nonqualified stock option grant of 10,000 shares of the Registrant's
common stock, at an exercise price equal to 100% of the closing price
on that date as reported by the American Stock Exchange ("AMEX"). The
closing price on that date was $15.00. The grant of shares under the
Plan did not require the approval of the shareholders. On July 21,
1994, the Registrant's Board of Directors adopted a resolution
approving a two-for-one stock split in the form of a 100% stock
dividend payable on August 12, 1994. As a result of the resolution's
"anti-dilution" provisions, each non-employee member of the Board of
Directors' nonqualified stock option grant was increased to 20,000
shares of the Registrant's common stock and the exercise price was
reduced from $15.00 per share to $7.50 per share. No options have
been executed as of the date hereof.
(2) Pursuant to Rule 457(h), calculated solely for the purpose of
computing the registration fee, based upon the aggregate exercise
price for all 140,000 shares underlying options granted on January 23,
1992 at $7.50 per share.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Regal-Beloit Corporation, a Wisconsin
corporation (the "Registrant") (Commission File No. 1-7283), with the Securities
and Exchange Commission (the "Commission") pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarterly periods ending March 31, June 30 and September 30,
1995; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-B, dated
June 10, 1994, and filed with the Commission on June 16, 1994,
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
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 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 hereof 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3(c) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he or she was a director or officer of the Registrant. In all
other cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she
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was an officer or director of the Registrant, unless it is determined that he
or she breached or failed to perform a duty owed to the Registrant and the
breach or failure to perform constitutes: (i) a willful failure to deal fairly
with the Registrant or its shareholders in connection with a matter in which
the director or officer has a material conflict of interest; (ii) a violation
of criminal law, unless the director or officer had reasonable cause to believe
his or her conduct was lawful or no reasonable cause to believe his or her
conduct was unlawful; (iii) a transaction from which the director or officer
derived an improper personal profit; or (iv) willful misconduct. Section
180.0858(1) of the WBCL provides that, subject to certain limitations, the
mandatory indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the Registrant's articles of incorporation, bylaws, a written agreement
or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.
Article VIII of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(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;
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(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,
represent 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 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 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.
(h) Reference is made to the indemnification provisions referred
to in Item 6 of this Registration Statement.
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
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 the City of Beloit, State of Wisconsin, on December 29,
1995.
REGAL-BELOIT CORPORATION
(Registrant)
By: /s/ Gerald J. Berres
-----------------------------------
Gerald J. Berres
Vice President - Secretary
General Counsel
__________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James L. Packard, Henry W. Knueppel,
and Robert C. Burress, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including 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, and any
other regulatory authority, granting unto said attorneys-in-fact and agents,
and each of them, 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 any 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 by the following persons in the
capacities and on the date indicated.*
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<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ James L. Packard
- --------------------------------------------- Chairman, President, Chief Executive Officer
James L. Packard and Director
(Principal Executive Officer of the Registrant)
/s/ Henry W. Knueppel
- ---------------------------------------------- Executive Vice President - Operations and Director
Henry W. Knueppel
/s/ Robert C. Burress
- ------------------------------------------------ Vice President - Chief Financial Officer
Robert C. Burress (Principal Financial Officer of the Registrant)
(Principal Accounting Officer of the Registrant)
</TABLE>
S-1
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<TABLE>
<S> <C>
/s/ Frank E Bauchiero Director
- ------------------------------------------------
Frank E. Bauchiero
Director
- ------------------------------------------------
J. Reed Coleman
/s/ John M. Eldred Director
- ------------------------------------------------
John M. Eldred
/s/ William M. Keefer Director
- ------------------------------------------------
William M. Keefer
/s/ John A. McKay Director
- ------------------------------------------------
John A. McKay
/s/ Elbert H. Neese Director
- ------------------------------------------------
Elbert H. Neese
/s/ G. Frederick Kasten, Jr. Director
- -----------------------------------------------
G. Frederick Kasten, Jr.
</TABLE>
*Each of these signatures is affixed as of December 29, 1995.
S-2
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REGAL-BELOIT CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-7283)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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<CAPTION>
EXHIBIT INCORPORATED HEREIN FILED SEQUENTIAL
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH PAGE NO.
<S> <C> <C> <C> <C>
4.1 Articles of Incorporation Exhibit B to Regal-
of the Registrant Beloit Corporation's
Proxy Statement dated
March 11, 1994 for
its Annual Meeting of
Stockholders on April 18,
1994 (the "1994 Proxy
Statement")
4.2 Bylaws of the Registrant Exhibit C to the 1994
Proxy Statement
5 Opinion of Counsel X 9
23.1 Consent of Arthur Andersen & Co. X 11
23.2 Consent of Counsel Contained in 9
Opinion Filed
as Exhibit 5
24 Powers of Attorney Signatures Page 7-8
to this
Registration
Statement
</TABLE>
EI-1
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Exhibit 5
December 29, 1995
Regal-Beloit Corporation
200 State Street
Beloit, WI 53511
Gentlemen:
I am providing this opinion in connection with the Registration
Statement of Regal-Beloit Corporation (the "Company") on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed sale by the Company of up to 140,000
shares of Common Stock, par value $0.01 per share, of the Company (the
"Shares") in the form of Stock Options under the Nonqualified Director Stock
Option Plan (the "Plan"). I have examined (i) the Registration Statement; (ii)
the Company's Articles of Incorporation and Bylaws, as amended to date; (iii)
the Plan; (iv) corporate proceedings relating to the adoption of the Plan and
the issuance of the Shares; and (v) such other documents and records as I have
deemed necessary in order to render this opinion. In rendering this opinion, I
have relied as to certain factual matters on certificates of officers of the
Company and of state officials.
Based upon the foregoing, it is my opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Wisconsin.
2. The Shares, when issued (and in the case of Shares issued upon
the exercise of options, paid for) as contemplated by the Registration
Statement and the Plan, will be validly issued, fully paid and non-assessable
by the Company subject to the personal liability which may be imposed on
shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation
Law, as judicially interpreted, for debts owing to employees for services
performed, but not exceeding six months service in any one case. Although
Section 180.0622(2)(b) provides that such personal liability of shareholders
shall be "to an amount equal to the par value of shares owned by them
respectively, and to the consideration for which their shares without par value
was issued," the Wisconsin Supreme Court, by a split decision without a written
opinion, has affirmed a judgment holding shareholders of a corporation liable
under the substantially identical predecessor statute in effect prior to
January 1, 1991 (Section 180.40(6)) for unpaid employee wages to an amount
equal to the consideration for which their par value shares were issued rather
than the shares' lower stated par value. Local 257 of Hotel and Restaurant
Employees and Bartenders International Union v. Wilson Street East Dinner
Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the 1983
decision of the Circuit Court for Dane County, Wisconsin, in Case No.
82-CV-0023). The Wisconsin Supreme Court has held that Section 180.40(6)
applies to shareholders
EI-2
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Regal-Beloit Corporation
December 29, 1995
Page 2
of foreign corporations licensed to do business in the State of Wisconsin,
which the Company is, as well as to shareholders of domestic corporations.
Joncas v. Krueger, 61 Wis. 2d 529, 213 N.W.2d 1 (1973).
I consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving my consent, I do not admit that I am an
"expert" within the meaning of Section 11 of the Act, or that I come within the
category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Gerald J. Berres
--------------------------
Gerald J. Berres
Vice President - Secretary
General Counsel
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 1, 1995
included in Regal-Beloit Corporation's Form 10-K for the year ended December
31, 1994 and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
December 29, 1995.
