As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ESSEX INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3496934
(I.R.S. Employer Identification No.)
(State or other jurisdiction of
incorporation or organization)
1601 Wall Street
Fort Wayne, IN
(Address of Principal Executive Offices) 46802
(Zip Code)
Essex International Inc. Amended and Restated Stock Option Plan
Essex International Inc. 1997 Stock Option Plan for Nonemployee Directors
(Full title of the plans)
Debra F. Minott, Esq.
1601 Wall Street
Fort Wayne, IN 46802
(Name and address of agent for service)
(219) 461-4439
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share (1) price (1) registration fee
Common Stock, 1,275,000 (2) $30.97 $39,486,750 $11,965.68
$0.01 par value
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933
based upon the average of the high and low sales prices per share of
the Registrant's Common Stock as reported on the New York Stock
Exchange on October 28, 1997, solely for purposes of calculating the
registration fee.
(2) This amount includes all the shares that are available under both
plans indicated above and shares that are expected to become available
under the Essex International Inc. Amended and Restated Stock Option
Plan through routine, ordinary course forfeitures of currently
outstanding options through employee termination.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Essex International Inc.
(the "Company" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The final prospectus used in connection with an offering of
the Company's common stock, par value $0.01 per share (the
"Common Stock"), as filed with the Commission pursuant to
Rule 424(b)(4) under the Securities Act of 1933, as amended
(the "Securities Act"), on September 18, 1997. The
prospectus is included in the Company's Registration
Statement on Form S-1 (No. 333-33591).
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by
the document referred to in (a) above.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A (No.
001-10211) filed pursuant to Section 12 of the Exchange Act
and any amendments or reports filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment that indicates that all
securities offered hereunder have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is empowered by Section 145 of the General
Corporation Law of the State of Delaware (the "Delaware Corporation Law"),
subject to the procedures and limitations therein, to indemnify any person
against expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of such person
being or having been a director, officer, employee or agent of the
Registrant. The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any By-law, agreement, vote of stockholders or
disinterested directors, or otherwise. The Amended and Restated By-laws
(the "By-laws") of the Registrant provide for indemnification by the
Registrant of its directors and officers to the fullest extent permitted by
the Delaware Corporation Law.
The foregoing statements are subject to the detailed
provisions of the Delaware Corporation Law, the Registrant's Second Amended
and Restated Certificate of Incorporation (the "Certificate of
Incorporation") and the Registrant's By-laws.
Article X of the Registrant's By-laws allows the Registrant
to maintain director and officer liability insurance on behalf of any
person who is or was director or officer of the Registrant or is or was
serving, serves or served as a director, partner, officer, agent or
employee at another corporation, partnership, joint venture, trust or other
enterprise at the request of the Registrant.
Pursuant to Section 102(b)(7) of the Delaware Corporation
Law, Article X of the Certificate of Incorporation of the Registrant
provides that no director shall be personally liable to the Registrant or
any of its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach
<PAGE>
of the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of
the Delaware Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description
4.1 Stock and Warrant Subscription Agreement dated as of
October 9, 1992 (the "Stock and Warrant Subscription
Agreement"), among B E Acquisition Corporation, certain
affiliates of Donaldson, Lufkin & Jenrette, Inc.,
certain affiliates of Goldman, Sachs & Co. and Chemical
Equity Associates, A California Limited Partnership,
incorporated by reference to Exhibit 4.3 to the
Registrant's Current Report on Form 8-K, filed with the
Securities and Exchange Commission (the "Commission")
on October 26, 1992 (Commission File No. 1-10211).
4.2 Amendment No. 1 dated as of April 1, 1993, to the Stock
and Warrant Subscription Agreement, incorporated by
reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1, filed with the
Commission on August 14, 1997 (Commission File No.
333-33591).
4.3 Amendment No. 2 dated as of June 5, 1995, to the Stock
and Warrant Subscription Agreement, incorporated by
reference to Exhibit 4.04 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1996, filed with the Commission on February 19,
1997 (Commission File No. 1-10211).
4.4 Warrant Agreement dated as of October 9, 1992, among B
E Acquisition Corporation, certain affiliates of
Donaldson, Lufkin & Jenrette, Inc. and certain
affiliates of Goldman, Sachs & Co., incorporated by
reference to Exhibit 4.5 to the Registrant's Current
Report on Form 8-K, filed with the Commission on
October 26, 1992 (Commission File No. 1-10211).
4.5 Indenture dated as of May 7, 1993, among Essex Group,
Inc. and NBD Bank, National Association, as trustee
under which the 10% Senior Notes Due 2003 are
outstanding, incorporated by reference to Exhibit 4.1
to the Essex Registration Statement on Pre- Effective
Amendment No. 1 to Form S-2 (Commission File No.
33-59488).
4.6 Credit Agreement dated as of October 31, 1996, as
amended and restated as of March 31, 1997, among the
Registrant, Essex Group, Inc., the lenders named
therein and The Chase Manhattan Bank, as administrative
agent, incorporated by reference to Exhibit 4.5 to
Amendment No. 2 of the Registrant's Registration
Statement on Form S- 1, filed with the Commission on
April 10, 1997 (Commission File 333-22043).
4.7 Credit Agreement dated as of October 31, 1996, among
the Registrant, Essex Group, Inc., the lenders named
therein and The Chase Manhattan Bank, as administrative
agent, incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q, filed with
the Commission on November 13, 1996 (Commission File
No. 1-10211).
4.8 Agreement and Lease dated as of April 12, 1995, between
Mellon Financial Services Corporation #3 and Essex
Group, Inc., incorporated by reference to Exhibit 10.3
to the Registrant's Quarterly Report on Form 10-Q,
filed with the Commission on May 12, 1995 (Commission
File No. 1-10211).
4.9 Amended and Restated Stock Option Plan (the "Stock
Option Plan") of the Registrant, incorporated by
reference to Exhibit 4.7 to the Registrant's Current
Report on Form 8- K, filed with the Commission on
October 26, 1992 (Commission File No. 1-10211).
<PAGE>
4.10 Amendment No. 1 to the Stock Option Plan, incorporated
by reference to Exhibit 99.04 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on
February 19, 1997 (Commission File No. 1- 10211).
4.11 Amendment No. 2 to the Stock Option Plan, incorporated
by reference to Exhibit 10.10 to the Registrant's
Registration Statement on Form S-1, filed with the
Commission on August 14, 1997 (Commission File No.
333-33591).
4.12 1997 Stock Option Plan for Nonemployee Directors of the
Registrant, incorporated by reference to Exhibit 10.11
to the Registrant's Registration Statement on Form S-1,
filed with the Commission on August 14, 1997
(Commission File No. 333-33591).
5 Opinion of Cravath, Swaine & Moore.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Cravath, Swaine & Moore (included in Exhibit
5).
24 Power of Attorney (included on the signature page
hereof).
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;
(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)(i) and
(a)(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 Exchange Act that are incorporated by reference
in the Registration Statement.
(2) 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.
(3) to remove from registration by means of
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 the
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 this 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.
(c) 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,
<PAGE>
or otherwise, the Registrant has been advised that in the
opinion of the 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>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Fort Wayne, State of Indiana on
October 30, 1997.
ESSEX INTERNATIONAL INC.
(Registrant)
By /s/ David A. Owen
------------------------
David A. Owen
Executive Vice President,
Chief Financial Officer and Treasurer
KNOW ALL PERSONS BY THESE PRESENT, that each person whose
signature appears below constitutes and appoints each of Steven R. Abbott,
Robert D. Lindsay and David A. Owen, or any of them, each acting alone, his
true and lawful attorney-in-fact and agent, with full power of
substitution, for such person and in his name, place and stead, in any and
all capacities in connection with the Registrant's Registration Statement
on Form S-8 under the Securities Act, including to sign this Registration
Statement in the name and on behalf of the Registrant or on behalf of the
undersigned as a director or officer of the Registrant, and any and all
amendments (including post-effective amendments) or supplements to the
Registration Statement, and to file the same, with all exhibits thereto and
all documents in connection therewith, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, 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 his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registrant Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title
/s/ Steven R. Abbott
- ----------------------------
Steven R. Abbott President, Chief Executive Officer
Date: October 30, 1997 and Director
(Principal Executive Officer)
/s/ David A. Owen
- ----------------------------
David A. Owen Executive Vice President,
Date: October 30, 1997 Chief Financial Officer and
Treasurer (Principal Financial
and Accounting Officer)
/s/ Rodney A. Cohen
- ----------------------------
Rodney A. Cohen Director
Date: October 30, 1997
/s/ Stuart S. Janney, III
- ---------------------------- Director
Stuart S. Janney, III
Date: October 30, 1997
/s/ Robert D. Lindsay
- ----------------------------
Robert D. Lindsay Director
Date: October 30, 1997
<PAGE>
/s/ Ward W. Woods
- ----------------------------
Ward W. Woods Director
Date: October 30, 1997
- ----------------------------
Edward O. Gaylord Director
Date:
- ----------------------------
W.L. Lyons Brown, Jr. Director
Date:
Exhibit 5
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
October 30, 1997
Essex International Inc.
1,275,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel for Essex International Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933 (the "Securities Act"). The Registration Statement relates to
1,275,000 shares (the "Shares") of the Company's common stock, par value
$0.01 per share, that will be issuable upon the exercise of stock options
granted under the Company's Amended and Restated Stock Option Plan and
under the Company's 1997 Stock Option Plan for Nonemployee Directors
(collectively, the "Plans").
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion.
Based on the foregoing, we are of opinion that the Shares have
been duly and validly authorized and, when such Shares are issued under the
Plans in accordance with the terms thereof, will be legally issued, fully
paid and non-assessable.
We are admitted to practice in the State of New York, and we
express no opinion as to matters governed by any laws other than the laws
of the State of New York, the General Corporation Law of the State of
Delaware and the
<PAGE>
Federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not hereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Moore
Essex International Inc.
1601 Wall Street
Fort Wayne, IN 46802
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Essex International Inc. of our report dated
January 28, 1997 (except for Note 13, as to which the date is February 19,
1997), relating to the consolidated financial statements and schedules of
Essex International Inc., which appears in the Registration Statement
(No. 333-33591) on Form S-1, as amended on September 18, 1997, of Essex
International Inc.
/s/ Ernst & Young LLP
Indianapolis, Indiana
October 30, 1997
