As filed with the Securities and Exchange Commission on February 26, 1999.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(YORK INTERNATIONAL CORPORATION)
(Exact name of Registrant as specified in its charter)
631 South Richland Avenue
Delaware York, Pennsylvania 17403 13-3473472
(State of Incorporation) (Address of principal (I.R.S. Employer
executive offices)(Zip Code) Identification No.)
YORK INTERNATIONAL CORPORATION
INVESTMENT PLAN
(Full Title of the Plan)
Jane G. Davis
Vice President, Secretary and General Counsel
York International Corporation
631 South Richland Avenue
York, Pennsylvania 17403
(Name and address of agent for service)
(717) 771-7890
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Paul S. Kimbol, Esquire
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
(215) 994-2603
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price per offering registration
to be registered registered share(2) price(2) fee
- -------------------------------------------------------------------------------
Common Stock
par value $.005 725,000 $37.50 $27,187,500 $7,558.00
per share Interests shares
in the Plan(1)
- --------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminable
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) The amounts are based upon the average of the high and low sale
prices for the Common Stock as reported on the New York Stock
Exchange on February 22, 1999, and are used solely for the purpose of
calculating the registration fee in accordance with paragraphs (c)
and (h) of Rule 457 under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will be
sent or given to employees eligible to participate in the York International
Corporation Investment Plan (the "Plan") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Those documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of York International Corporation (the
"Registrant") and the Plan filed or to be filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement as of their respective dates:
(a) The Plan's annual report filed on Form 11-K by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), for the fiscal year ended December 31, 1997;
(b) The Registrant's annual report filed on Form 10-K by the Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act, for the fiscal year
ended December 31, 1997;
(c) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the "Exchange Act" since December 31, 1997; and
(d) All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement.
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(e) Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the Delaware General Corporation law, (the "Delaware Code")
Article V of the Corporation's By-Laws provides that a director or officer of
the Corporation shall have no personal liability to the Corporation or its
stockholders for monetary damages for breach or alleged breach of fiduciary duty
as a director or officer. This provision has no effect on the liability of a
director (i) for any breach of the duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, (iii) under Section 174 of
Title 8 of the Delaware Code for illegal payment of dividends, stock
repurchases, or stock redemption, and (iv) for any transaction from which a
director or officer derived an improper personal benefit.
Also, pursuant to the Delaware Code, the Corporation's By-Laws set forth
the extent to which the Corporation is authorized to indemnify and advance
expenses to its directors or officers. The Corporation may indemnify any person
subject to any action by reason of the fact that he is or was a director or
officer of the Corporation so long as he acted in good faith and in a manner
which he believed was not opposed to the best interests of the Corporation and,
with respect to any criminal action, he had no reasonable cause to believe his
conduct was unlawful. In any action by or in right of the Corporation, however,
indemnity may not be made for any claim, issue or matter as to which such person
is adjudged liable to the Corporation. To the extent that a director or officer
is successful on the merits of any action described above, indemnification by
the Corporation is mandatory. Any determination that indemnification by the
Corporation in a specific case is proper must be made by the stockholders of the
Corporation, a majority of uninterested directors or independent legal counsel.
The Corporation must advance to officers and directors their expenses incurred
in defending a civil or criminal action in advance of the final disposition of
such action upon receipt of an undertaking by or on behalf of the director or
officer to repay such amounts if it is determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the Corporation.
The By-Laws also authorize the Corporation to purchase and maintain
insurance, or make other financial arrangements, on behalf of any director,
officer, employee or agent of the Corporation for any liability incurred by him
in his capacity as such, whether or not the Corporation has the authority to
indemnify him against such liability.
The Corporation maintains directors' and officers' liability insurance, as
permitted by its By-Laws.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
Exhibit
Number Description
4.1 Amended and Restated Certificate of Incorporation of the
Registrant, incorporated herein by reference to the Registrant's
Registration Statement on Form S-3. (File No. 1-10863)
4.2 By-laws of the Registrant, incorporated herein by reference to
the Registrant's report on form 10-K for the year ended December
31, 1996. (File No. 1-10863)
23.1 Consent of KPMG LLP
24.1 Power of Attorney (set forth on signature page of this
Registration Statement).
The Registrant hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and to make
all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
Undertakings required by Item 512(a)
of Regulation S-K
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,
represent a fundamental change in the information set forth in the
Registration Statement;
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(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 (i) and (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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or 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.
Undertakings required by Item 512(b)
of Regulation S-K
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 an initial bona fide offering thereof.
Undertakings required by Item 512(h)
of Regulation S-K
Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
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 the County of York, Commonwealth of Pennsylvania, on
February 16, 1999.
YORK INTERNATIONAL CORPORATION
By: /s/ Robert N. Pokelwaldt
----------------------------------
Robert N. Pokelwaldt,
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Charles F. Cargile
----------------------------------
Charles F. Cargile, Controller
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of York International Corporation, a Delaware Corporation (the "Company"),
hereby constitute and appoint Jane G. Davis, and Charles F. Cargile, or any of
them acting singly or jointly, the true and lawful agents and attorneys-in-fact
of the undersigned with full power of substitution and revocation, for such
person and in such person's name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 under the Securities Act, and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully as to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof. Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date indicated.*
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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 dates indicated.
/s/ Robert N. Pokelwaldt
- -----------------------------------------------
Robert N. Pokelwaldt, Chairman of the Board February 16, 1999
of Directors and Chief Executive Officer
(Principal Executive Officer)
/s/ Charles F. Cargile
- -----------------------------------------------
Charles F. Cargile, Controller February 16, 1999
(Principal Accounting Officer)
/s/ John R. Tucker
- -----------------------------------------------
John R. Tucker, President, Chief Operating February 16, 1999
Officer and Director
/s/ Malcolm W. Gambill
- -----------------------------------------------
Malcolm W. Gambill, Director February 16, 1999
/s/ Robet F. B. Logan
- -----------------------------------------------
Robert F. B. Logan, Director February 16, 1999
/s/ Gerald C. McDonough
- -----------------------------------------------
Gerald C. McDonough, Director February 16, 1999
/s/ Donald M. Roberts
- -----------------------------------------------
Donald M. Roberts, Director February 16, 1999
/s/ James A. Urry
- -----------------------------------------------
James A. Urry, Director February 16, 1999
/s/ Walter B. Wriston
- -----------------------------------------------
Walter B. Wriston, Director February 16, 1999
* Signatures representing a majority of the
Registrant's Board of Directors
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of York, Commonwealth of
Pennsylvania, on February 16, 1999.
YORK INTERNATIONAL CORPORATION
INVESTMENT PLAN
By: /s/ Jane G. Davis
------------------------------
Jane G. Davis
Member, Pension & Investment
Committee
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EXHIBIT INDEX
Exhibit No. Document
4.1 Certificate of Incorporation of the Registrant, incorporated herein by
reference to the Registrant's Registration Statement on Form S-3.
(File No. 1-10863)
4.2 By-laws of the Registrant, incorporated herein by reference to the
Registrant's report on form 10-K for the year ended December 31, 1996.
(File No. 1-10863)
23.1 Consent of KPMG LLP
24.1 Power of Attorney (set forth on signature page of this Registration
Statement)
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
York International Corporation:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of York International Corporation of our reports dated February 10, 1998,
relating to the consolidated balance sheets of York International Corporation
and subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations, cash flows and stockholders' equity for each of the
years in the three-year period ended December 31, 1997, and the related
schedules, which reports appear in or are incorporated by reference in the
December 31, 1997 annual report on Form 10-K of York International Corporation.
Our reports refer to the adoption by the Company, effective October 1, 1995, of
the provisions of Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of."
/s/ KPMG LLP
Harrisburg, Pennsylvania
February 23, 1999
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