<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
ESSEX INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 3357 13-3496934
(Primary Standard (I.R.S. Employer
(State or other Industrial Identification Number)
jurisdiction of Classification Number)
incorporation or
organization)
1601 WALL STREET
FORT WAYNE, IN 46802
(219) 461-4000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------
MR. STEVEN R. ABBOTT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ESSEX INTERNATIONAL INC.
1601 WALL STREET
FORT WAYNE, IN 46802
(219) 461-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
RICHARD HALL, ESQ. Copies to: ROBERT W. REEDER, III, ESQ.
CRAVATH, SWAINE & MOORE SULLIVAN & CROMWELL
825 EIGHTH AVENUE 125 BROAD STREET
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10004
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-33591
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(A) PER SHARE OFFERING PRICE FEE(B)
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value.................. 3,277 $38 $124,526 $38
- ---------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(a) Amount represents an increase in the offering size from 4,800,989 to
4,804,266 shares of Common Stock of which 4,800,989 were previously
registered. Includes 624,266 shares of Common Stock that may be sold
pursuant to the Underwriters' over-allotment options.
(b) Calculated pursuant to Rule 457 under the Securities Act. A portion of the
proposed maximum aggregate offering price represents shares that are to be
offered outside of the United States but that may be resold from time to
time in the United States. Such shares are not being registered for the
purpose of sales outside the United States.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-1 (Registration No. 333-33591) filed by Essex International Inc.
with the Securities and Exchange Commission (the "Commission") on August 14,
1997, as amended by Amendment No. 1 thereto filed on August 28, 1997, which
was declared effective by the Commission on September 17, 1997, including the
exhibits thereto, are incorporated herein by reference.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(a) Exhibits:
All the exhibits filed with or incorporated by reference in Registration
Statement No. 333-33591 are incorporated by reference into, and shall be
deemed part of, this registration statement, except the following which are
filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
5 --Opinion of Cravath, Swaine & Moore
23.1 --Consent of Ernst & Young LLP
23.2 --Consent of Cravath, Swaine & Moore (included in Exhibit 5)
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 September 17, 1997.
Essex International Inc.,
(Registrant)
/s/ David A. Owen
By: _________________________________
David A. Owen
Executive Vice President, Chief
Financial Officer and Treasurer
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.
SIGNATURE TITLE DATE
* President, Chief September 17,
- ------------------------------------- Executive Officer and 1997
STEVEN R. ABBOTT Director (Principal
Executive Officer)
/s/ David A. Owen Executive Vice September 17,
- ------------------------------------- President, Chief 1997
DAVID A. OWEN Financial Officer and
Treasurer (Principal
Financial and
Accounting Officer)
* Director September 17,
- ------------------------------------- 1997
WILLIAM LEE LYONS BROWN, JR.
* Director September 17,
- ------------------------------------- 1997
RODNEY A. COHEN
* Director September 17,
- ------------------------------------- 1997
EDWARD O. GAYLORD
* Director September 17,
- ------------------------------------- 1997
STUART S. JANNEY, III
* Director September 17,
- ------------------------------------- 1997
ROBERT D. LINDSAY
II-2
<PAGE>
SIGNATURE TITLE DATE
* Director September 17,
1997
- -------------------------------------
*By: /s/ David A. Owen
WARD W. WOODS
-------------------------------------
DAVID A. OWEN ATTORNEY-IN-FACT
II-3
<PAGE>
INDEX TO EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-33591 are incorporated by reference into, and shall be
deemed part of, this registration statement, except the following which are
filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
5 --Opinion of Cravath, Swaine & Moore
23.1 --Consent of Ernst & Young LLP
23.2 --Consent of Cravath, Swaine & Moore (included in Exhibit 5)
</TABLE>
<PAGE>
EXHIBIT 5
[Letterhead of Cravath, Swaine & Moore]
September 17, 1997
Essex International Inc.
------------------------
Public Offering of 3,277 Shares of
----------------------------------
Common Stock, Par Value $0.01 Per Share,
----------------------------------------
Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Essex International Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-1 (the "462(b) Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933 (the "Act"), for the
registration under the Act of the public offering of an additional 3,277 shares
of Common Stock, par value $0.01 per share (the "Additional Shares"), of the
Company, including the Additional Shares issuable upon exercise of the over
allotment options. The Additional Shares are to be sold pursuant to a U.S.
Underwriting Agreement (the "U.S. Underwriting Agreement") to be entered into
among the Company, Essex Group, Inc. ("Essex"), certain selling stockholders
listed therein (the "Selling Stockholders"), and Goldman, Sachs & Co., Smith
Barney Inc., Donaldson, Lufkin & Jenrette Securities Corporation and Lehman
Brothers Inc., as representatives of the several U.S. Underwriters named therein
(collectively, the "U.S. Underwriters") and an International Underwriting
Agreement (the "International Underwriting Agreement") to be entered into among
the Company, Essex, the Selling Stockholders, and Goldman Sachs International,
Smith Barney Inc., Donaldson, Lufkin & Jenrette Securities Corporation and
Lehman Brothers International (Europe), as representatives of the several
International Underwriters named therein (the "International Underwriters").
The 462(b) Registration Statement covering the offer and sale of the
Additional Shares is being filed with the Commission in connection with the
proposed public
<PAGE>
offering described in the Company's Registration Statement on Form S-1 (File No.
333-33591) filed with the Commission on August 14, 1997, as amended by Amendment
No. 1 filed with the Commission on August 28, 1997.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satis-faction, 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 Additional Shares have
been duly and validly authorized, and when issued and delivered to and paid for
by the U.S. Underwriters pursuant to the U.S. Underwriting Agreement and the
International Underwriters pursuant to the International Underwriting Agreement,
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the 462(b)
Registration Statement and to the use of our name therein and in the related
Prospectus under the caption "Validity of Common Stock". This consent is not to
be construed as an admission that we are a person whose consent is required to
be filed with the Registration Statement under the provisions of the Securities
Act of 1933.
Very truly yours,
/s/ Cravath, Swaine & Moore
Essex International Inc.
1601 Wall Street
Fort Wayne, IN 46802
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this 462(b) Registration
Statement of Essex International Inc. for the registration of 3,277 shares of
its common stock of our report dated January 28, 1997 (except for Note 13, as to
which the date is February 19, 1997), with respect to the consolidated financial
statements and schedules of Essex International Inc. (formerly known as
BCP/Essex Holdings Inc.) included in Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-33591) and related Prospectus of Essex
International Inc. dated August 28, 1997, for the registration of 4,800,989
shares of its common stock.
Indianapolis, Indiana Ernst & Young LLP
September 16, 1997
