<PAGE> 1
As filed with the Securities and Exchange Commission
August 12, 1996
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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)
MASSACHUSETTS 04-2022285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
POST OFFICE BOX 448, 89 FORBES BOULEVARD
MANSFIELD, MASSACHUSETTS 02048
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK RETAINER PLAN FOR NONEMPLOYEE DIRECTORS
(Full title of the plan)
F. GORDON BITTER
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
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)
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Securities Amount to be maximum offering maximum aggregate Amount of
to be Registered Registered price per share offering price registration fee
-------------------- ------------ ---------------- ----------------- ----------------
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<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 50,000 shares(1) $18.25(2) $912,500(2) $314.66(3)
- -------------------------------------------------------------------------------------------------------------
<FN>
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(1) To be offered by the Registrant 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
August 8, 1996 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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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 1996 Stock Retainer Plan for Nonemployee Directors
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.
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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 $.10
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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The legality of the Common Stock offered by this registration statement
will be passed upon for the Closing by Hale and Dorr (a company which includes
professional corporations),
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60 State Street, Boston, Massachusetts 02109. Thomas E. Neely, Clerk of the
Registrant, is a partner of Hale and Dorr.
Item 6. Indemnification of Directors and Officers.
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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 Registrant has purchased a general liability insurance policy which
covers certain liabilities of directors and officers of the Registrant 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 Registrant.
The Registrant's Articles of Organization provide that a director of
the Registrant shall not be personally liable to either the Registrant or the
Registrant'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.
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
corporation or its shareholders;
(b) Acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
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(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 in violation of the corporation's Articles of
Organization, at a time when the corporation is insolvent,
or which render the corporation insolvent; and the liability
of directors for approving loans to officers or directors of
the corporation 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 Registrant's By-Laws, the Registrant 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
Registrant (or, at the request of the Registrant, 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.
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The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
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1. The Registrant 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
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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 Registrant 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 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 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 therein, and the offering of such securities
at that time shall be deemed to be 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.
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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
8th day of August, 1996.
AUGAT INC.
By: /s/ John N. Lemasters
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John N. Lemasters
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Augat Inc. hereby
severally constitute John N. Lemasters, F. Gordon Bitter 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 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.
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<TABLE>
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.
<CAPTION>
Signature Title Date
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<S> <C> <C>
John N. Lemasters Chairman of the Board, Chief )
_______________________ Officer and Director (Principal )
John N. Lemasters Executive Officer) )
F. Gordon Bitter Vice President and Chief Financial )
_______________________ Officer (Principal Financial Officer )
F. Gordon Bitter and Accounting Officer) )
Marcel P. Joseph President, Chief Operating Officer )
_______________________ and Director )
Marcel P. Joseph )
Thomas C. McDermott Director ) August 8, 1996
_______________________ )
Thomas C. McDermott )
David V. Ragone Director )
_______________________ )
David V. Ragone )
Alan J. Zakon Director )
_______________________ )
Alan J. Zakon )
Jerald G. Fishman Director )
_______________________ )
Jerald G. Fishman )
John D. Curtin, Jr. Director )
_______________________ )
John D. Curtin, Jr. )
Bruce L. Crockett Director )
_______________________ )
Bruce L. Crockett )
</TABLE>
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EXHIBIT INDEX
Exhibit Number Description
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3.1 Restated Articles of Organization of the Registrant
(incorporated herein by reference to Exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, filed March 28, 1996).
3.2 By-Laws of the Registrant, as amended, (incorporated herein
by reference to Exhibit 3(b) to the Registrant's Annual
Report on Form 10-K, for the year ended December 31, 1987).
4.1 (a) Specimen Certificate representing shares of the
Registrant's $.10 par value Common Stock (incorporated
herein by reference to Exhibit 4(a) to the Registrant'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 Registrant's
Registration Statement on Form 8-A, dated August 2, 1988).
5.1* Opinion of Hale and Dorr.
23.1* Consent of Hale and Dorr (included in Exhibit 5.1).
23.2* Consent of Deloitte & Touche LLP.
24.1* Power of Attorney (see signature pages of this Registration
Statement).
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* Filed herewith. All other exhibits previously filed.
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Exhibit 5.1
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Hale and Dorr
60 State Street
Boston, MA 02109
August 12, 1996
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 50,000 shares of Common Stock, $.10 par value per share
(the "Shares"), of Augat Inc., a Massachusetts corporation (the "Company"),
issuable under the Company's 1996 Stock Retainer Plan for Nonemployee Directors
(the "Plan").
We have examined the Restated Articles of Organization 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
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Exhibit 23.2
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Independent Auditors' Consent
Augat Inc.
We consent to the incorporation by reference in this Registration Statement of
Augat Inc. on Form S-8 of our report dated January 30, 1996 appearing in the
Annual Report on Form 10-K of Augat Inc. for the year ended December 31, 1995.
Deloitte & Touche LLP
Boston, Massachusetts
August 6, 1996
