As filed with the Securities and Exchange Commission on April 30, 1998
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
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1601 Wall Street 46802
Fort Wayne, IN (Zip Code)
(Address of Principal Executive Offices)
Savings Plan for Nonunion Hourly Employees of Essex Group, Inc.
Restated Savings Plan for Salaried Employees of Essex Group, Inc.
Retirement Savings Plan for Hourly Employees of Essex Group, Inc.
401(k) Savings Plan for Hourly Employees of Essex Group, Inc.
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate offering Amount of
be registered registered per share (1) price (1) registration fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 (2) $34.9375 $34,937,500 $10,307
$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 April 29, 1998, solely for purposes of calculating the
registration fee.
<PAGE>
(2) This amount includes all the shares that are available under the Plans
indicated above. The shares of Common Stock being registered consist
of shares to be acquired by the trustees pursuant to the Plans for the
accounts of participants.
<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") (File No. 1-10211) with the Securities and
Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
(b) The Company's Current Report on Form 8-K filed on April 7,
1998.
(c) 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.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A 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 a 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 any breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions
not in good
<PAGE>
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
23.1 Consent of Ernst & Young LLP.
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, 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
<PAGE>
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
April 29, 1998.
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 and Director
Date: April 29, 1998 (Principal Executive Officer)
/s/ David A. Owen
- ---------------------------- Executive Vice President, Chief Financial
David A. Owen Officer and Treasurer (Principal Financial
Date: April 29, 1998 and Accounting Officer
/s/ Rodeny A. Cohen
- ----------------------------
Rodney A. Cohen Director
Date: April 29, 1998
/s/ Stuart S. Janney, III
- ----------------------------
Stuart S. Janney, III Director
Date: April 29, 1998
<PAGE>
/s/ Robert D. Lindsay
- ----------------------------
Robert D. Lindsay Director
Date: April 29, 1998
/s/ Ward W. Woods
- ----------------------------
Ward W. Woods Director
Date: April 29, 1998
/s/ Edward O. Gaylord
- ----------------------------
Edward O. Gaylord Director
Date: April 29, 1998
/s/ W.L. Lyons Brown, Jr.
- ----------------------------
W.L. Lyons Brown, Jr. Director
Date: April 29, 1998
Exhibit Description
23.1 Consent of Ernst & Young LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-_____) pertaining to the Savings Plan for Nonunion Hourly
Employees of Essex Group, Inc.; Restated Savings Plan for Salaried Employees
of Essex Group, Inc.; Retirement Savings Plan for Hourly Employees of Essex
Group, Inc.; and 401(k) Savings Plan for Hourly Employees of Essex Group,
Inc. of our report dated January 27, 1998, with respect to the consolidated
financial statements and schedules of Essex International Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1997.
/s/ Ernst & Young LLP
Indianapolis, Indiana
April 29, 1998
