<PAGE> 1
As filed with the Securities and Exchange Commission
on October 20, 1994
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AUGAT INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Massachusetts 04-2022285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
Post Office Box 448, 89 Forbes Boulevard
Mansfield, Massachusetts 02048
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK PLAN
(Full title of the plan)
Ellen B. Richstone
Augat Inc.
P.O. Box 448
89 Forbes Boulevard
Mansfield, Massachusetts 02048
(Name and address of agent for service)
(508) 543-4300
(Telephone number, including area code, of agent for service)
<TABLE>
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CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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<S> <C> <C> <C> <C>
Common Stock, 750,000 $20.56(2) $15,420,000(2) $5,317.28(3)
$.10 par value shares(1)
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<FN>
(1) To be offered by the Company pursuant to the Plan described herein.
(2) Estimated solely for the purpose of calculating the
registration fee, and based upon the average of the high and
low prices of the Registrant's Common Stock on the New York
Stock Exchange on October 14, 1994 in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933.
(3) Computed in accordance with Securities Act Rules 457(c) and (h).
</TABLE>
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<PAGE> 2
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents
sent or given to participants in the 1994 Stock Plan of Augat
Inc., a Massachusetts corporation (the "Registrant") pursuant to
Rule 428(b)(1).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities
Exchange Act of 1934 (as amended, the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. The
following documents, which are filed with the Securities and
Exchange Commission, are incorporated in this Prospectus by
reference:
(1) The Registrant's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act, or
the latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933 (as amended, the "Securities Act"),
that contains audited financial statements for the
Registrant's latest fiscal year for which such statements
have been filed.
(2) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the document referred to in (1) above.
(3) The description of the Common Stock, par value $.01
per share ("Common Stock"), contained in a registration
statement filed under the Exchange Act, 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 Exchange Act prior
to the filing of a post-effective amendment which indicates that
all shares of Common Stock offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
<PAGE> 3
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock offered by this registration
statement will be passed upon for the Closing by Hale and Dorr (a
partnership which includes professional corporations), 60 State
Street, Boston, Massachusetts 02109. As of October 17, 1994,
Samuel S. Dennis 3d, the sole owner of a professional corporation
which is a partner of Hale and Dorr, counsel to the Company, was
the beneficial owner of 3,200 shares of the Common Stock of the
Company. Mr. Dennis is a director of the Company. Thomas E.
Neely, Clerk of the Company, is also a partner of Hale and Dorr.
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the General Laws of
Massachusetts (such chapter, the "Massachusetts Business
Corporation Law") permits a Massachusetts corporation to indemnify
its directors, officers, employees and other agents to whatever
extent specified in or authorized by the articles of organization,
a by-law adopted by the stockholders or a vote adopted by the
holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as otherwise provided in the
articles of organization or the by-laws, any of these persons who
are not directors may be indemnified to the extent authorized by
the directors. Indemnification may include payment of expenses
incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, and
may be provided although the person is no longer affiliated with
the corporation. No indemnification shall be provided, however,
for any person with respect to any matter as to which such person
shall have been adjudicated in any proceeding not to have acted in
good faith in the reasonable belief that an action was in the best
interests of the corporation. A corporation also has the power to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or other agent of the
corporation against any liability incurred by such person in any
such capacity, or arising out of their status as such, whether or
not the corporation would have the power to indemnify such person
against such liability.
The Company has purchased a general liability insurance
policy which covers certain liabilities of directors and officers
of the Company arising out of claims based on acts or omissions in
their capacity as directors or officers and for which they are not
indemnified by the Company.
The Company's Articles of Organization provide that a
director of the Company shall not be personally liable to either
the Company or the Company's shareholders for monetary damages
resulting from a breach of fiduciary duty as a director, to the
fullest extent permitted by the Massachusetts Business Corporation
Law.
<PAGE> 4
Section 13(b) of the Massachusetts Business Corporation Law,
as amended, permits a Massachusetts corporation to provide in its
articles of organization that a director of the corporation shall
not be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except for liability for any of the following:
(a) Breaches of the director's duty of loyalty to the
Company or its shareholders;
(b) Acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(c) Acts covered by Sections 61 or 62 of the Massachusetts
Business Corporation Law (which relate generally to the liability
of directors for authorizing distributions to shareholders at a
time when the Company is insolvent or bankrupt and the liability
of directors for approving loans to officers or directors of the
Company which are not repaid and which were not approved or
ratified by a majority of disinterested directors or
shareholders); and
(d) Transactions from which the director derived an improper
personal benefit.
Under the Company's By-Laws, the Company must indemnify each
director and officer against all liabilities and expenses
reasonably incurred in connection with any suit or proceeding in
which such director or officer may be a party defendant or with
which such person may be threatened or otherwise involved by
reason of their being or having been a director or officer of the
Company (or, at the request of the Company, of another
organization), except in relation to matters as to which any such
director or officer is finally adjudged to have been liable for
negligence or misconduct in the performance of his duty. No
indemnity will be made, however, with respect to any amounts paid
in compromise or settlement unless the Board of Directors
determines that the officer or director was not liable for
negligence or misconduct in the performance of their duty in
connection with the matter out of which the compromise or
settlement arose.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
<PAGE> 5
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) 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;
(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; and
(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 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 Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act, 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.
(c) 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.
2. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, 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
<PAGE> 6
therein, and the offering of such securities at that time shall be
deemed to be in the initial bona fide offering thereof.
3. 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.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Town of Mansfield, Commonwealth of
Massachusetts on the 18th day of October, 1994.
AUGAT INC.
/s/ Marcel P. Joseph
By: -------------------------------
Marcel P. Joseph
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Augat Inc.
hereby severally constitute Marcel P. Joseph, Ellen B. Richstone
and Thomas E. Neely, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and
all amendments to said Registration Statement, and generally to do
all such things in our names and behalf in our capacities as
officers and directors to enable Augat Inc. to comply with the
provisions of the Securities Exchange Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by
said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Marcel P. Joseph Chairman of the Board, )
- ------------------------- Chief Executive Officer )
Marcel P. Joseph and Director )
(Principal Executive )
Officer) )
)
/s/ Ellen B. Richstone Vice President, and, )
- ------------------------- Chief Financial Officer )
Ellen B. Richstone (Principal Financial )
Officer and Accounting )
Officer )
)
/s/ Vernon R. Alden Director )
- ------------------------- )
Vernon R. Alden )
)
)
/s/ Samuel S. Dennis 3d Director )
- ------------------------- )
Samuel S. Dennis 3d )
)
) October 18, 1994
/s/ John N. Lemasters Director )
- ------------------------- )
John N. Lemasters )
)
)
/s/ David V. Ragone Director )
- ------------------------- )
David V. Ragone )
)
)
/s/ William R. Fenoglio Director )
- ------------------------- )
William R. Fenoglio )
)
)
/s/ Alan J. Zakon Director )
- ------------------------- )
Alan J. Zakon )
)
)
/s/ Jerald G. Fishman Director )
- ------------------------- )
Jerald G. Fishman )
)
)
/s/ Thomas L. King Director )
- ------------------------- )
Thomas L. King )
)
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
)
/s/ John D. Curtin, Jr. Director )
- ---------------------------- )
John D. Curtin, Jr. )
)
)
/s/ Bruce L. Crockett Director )
- ---------------------------- )
Bruce L. Crockett )
</TABLE>
<PAGE> 10
Exhibit Index
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Restated Articles of Organization of the
Company, as amended, (incorporated herein
by reference to Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1992, filed March 28, 1992).
4.2 By-Laws of the Company, as amended,
(incorporated herein by reference to Exhibit
3(b) to the Company's Annual Report on Form
10-K, for the year ended December 31, 1987).
4.3 (a) Specimen Certificate representing shares
of the Company's $.10 par value Common Stock
(incorporated herein by reference to Exhibit
4(a) to the Company's Annual Report on Form
10-K for the year ended December 31, 1988).
(b) Trust Indenture dated as of August 2, 1988
between Augat Inc. and The Chase Manhattan Bank,
N.A. as Trustee, (incorporated by reference to
Exhibit 2 of the Company's Registration
Statement on Form 8-A, dated August 2, 1988).
5.1* Opinion of Hale and Dorr.
23.2* Consent of Deloitte & Touche LLP.
24.1* Consent of Hale and Dorr (included in
Exhibit 5.1).
25.1* Power of Attorney (see signature pages of
this Registration Statement).
_______________________________
<FN>
* Filed herewith. All other exhibits previously filed.
</TABLE>
<PAGE> 1
Exhibit 5.1
Hale and Dorr
60 State Street
Boston, MA 02109
October 20, 1994
Augat Inc.
P.O. Box 448
89 Forbes Boulevard
Mansfield, MA 02048
Ladies and Gentlemen:
We have assisted in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission relating to 750,000
shares of Common Stock, $.10 par value per share (the "Shares"),
of Augat Inc., a Massachusetts corporation (the "Company"),
issuable under the Company's 1994 Stock Plan (the "Plan").
We have examined the Amended and Restated Certificate of
Incorporation and Amended By-Laws of the Company, the Registration
Statement and originals, or copies certified to our satisfaction,
of all pertinent records of the meetings of the directors and
stockholders of the Company and such other documents relating to
the Company as we have deemed material for the purposes of this
opinion.
In our examination of the foregoing documents, we have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized for issuance under the Plan and the
Shares, when issued in accordance with the terms of the Plan, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ HALE AND DORR
HALE AND DORR
<PAGE> 1
Exhibit 23.2
Independent Auditors' Consent
Augat Inc.
We consent to the incorporation by reference in this Registration
Statement of Augat Inc. on Form S-8 of the report of Deloitte &
Touche dated January 27, 1994 appearing in the Annual Report
on Form 10-K of Augat Inc. for the year ended December 31, 1993.
Deloitte & Touche LLP
Boston, Massachusetts
October 18, 1994
