<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------
Form S-8
Registration Statement Under
The Securities Act of 1933
----------------------------------
ROHR, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-1607455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
----------------------------------
850 Lagoon Drive
Chula Vista, California 91910
(Address of Principal Executive Offices)(Zip Code)
----------------------------------
ROHR, INC. 1995 STOCK INCENTIVE PLAN
(Full Title of the Plan)
----------------------------------
R.W. MADSEN
Vice President, General Counsel and Secretary
Rohr, Inc.
850 Lagoon Drive
Chula Vista, California 91910
(Name and address of agent for service)
(619)691-2025
(Telephone number, including area code, of agent for service)
----------------------------------
With a copy to:
RHONDA S. WAGNER, ESQ.
Gibson, Dunn & Crutcher
750 B Street, Suite 3300
San Diego, California 92101
(619) 544-8025
<TABLE>
<CAPTION>
=========================================================================================================
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Proposed Maximum Amount of
to be registered Registered(1) Maximum Offering Aggregate Offering Registration Fee
Price Per Share(2) Price(2)
- ---------------------------------------------------------------------------------------------------------
Common Stock, par value 1,800,000 $14.00 $25,200,000 $5,040
$1.00 per share
=========================================================================================================
</TABLE>
<PAGE>
1 Pursuant to Rule 416(b), there is also being registered such number of
additional shares of Common Stock of Rohr, Inc. (the "Company") that may become
available for purchase under the 1995 Stock Incentive Plan (the "Plan") in the
event of certain changes in the outstanding shares of Common Stock of the
Company, including among other things, reorganizations, recapitalizations,
restructurings, stock dividends, stock splits, reverse stock splits and
reclassifications.
2 Estimated in accordance with Rule 457(h) and Rule 457(c) solely for
purposes of calculating the registration fee and based on the average of the
high and low prices of the Common Stock of the Company on the New York Stock
Exchange on December 27, 1995 of $14.00.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents of the Company heretofore filed with the
Securities and Exchange Commission are hereby incorporated in this Registration
Statement by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1995;
(2) the Company's Quarterly Report on Form 10-Q for the Quarter ended October
29, 1995; and
(3) the description of the Company's Common Stock contained in the Registration
Statement on Form 8-B, File No. 1-3801.
All other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 of the Delaware General Corporation Law permits
indemnification of officers, directors and employees of domestic or foreign
corporations under certain circumstances and subject to certain limitations.
Article VII of the Company's By-Laws contains a provision for indemnification
involving them because of their positions with the Company, including judgments
or amounts paid in settlement of claims brought by or in the right of the
Company. In addition to maintaining directors' and officers' liability
insurance, the Company has entered into indemnity agreements with certain of its
directors and officers comparable to the directors' and officers' liability
insurance previously maintained by the Company. The form of these agreements
has been approved by the Company's board of directors and stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
3
<PAGE>
ITEM 8. EXHIBITS
--------
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<C> <S>
4.1 Rohr, Inc. 1995 Stock Incentive Plan (the "Plan")
4.2 Restated Certificate of Incorporation of Rohr Industries,
Inc., dated December 7, 1985, incorporated herein by reference
to Exhibit 3.1 filed with Form 10-K for fiscal year ended July
31, 1986
4.3 Certificate of Designations of Series C Junior Participating
Cumulative Preferred Stock $1.00 Par Value of Rohr Industries,
Inc., dated August 15, 1986, incorporated herein by reference
to Exhibit 3.2 filed with Form 10-K for fiscal year ended July
31, 1986
4.4 Certificate of Amendment to Restated Certificate of
Incorporation, dated December 9, 1986, incorporated herein by
reference to Exhibit 3.3 filed with Form 10-K for fiscal year
ended July 31, 1987
4.5 Certificate of Amendment to Restated Certificate of
Incorporation, dated December 10, 1991, incorporated herein by
reference to Exhibit 11 filed with Form 8-K dated as of
December 7, 1991
4.6 Bylaws, as amended December 3, 1994, incorporated herein by
reference to Exhibit 3.8 filed with Form 10-Q for period ended
January 29, 1995
5.0 Opinion of Gibson, Dunn & Crutcher
23.1 Consent of Independent Accountants
23.2 Consent of Gibson, Dunn & Crutcher
(included in Exhibit 5)
24.0 Power of Attorney (included on Signature Pages).
</TABLE>
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 of 1933;
4
<PAGE>
(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)(1)(i) and (a)(1)(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 Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 a 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 purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Chula Vista, State of California on this 28th day
of December, 1995.
ROHR, INC.
By: /s/ R.H. RAU
_______________________
R.H. Rau, President
Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R.H. RAU, LAURENCE A. CHAPMAN and R.W.
MADSEN, and each of them, as his true and lawful attorney-in-fact and agent with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, 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 his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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/ R.H. RAU Director, President December 28, 1995
- ----------------------- and Chief Executive
R.H. Rau Officer
/s/ WALLACE BARNES Director and December 28, 1995
- ----------------------- Chairman of the Board
Wallace Barnes
/s/ LAURENCE A. CHAPMAN Senior Vice President and December 28, 1995
- ----------------------- Chief Financial
Laurence A. Chapman Officer
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ A.L. MAJORS Vice President and December 28, 1995
- ----------------------- Controller
A.L. Majors
/s/ EUGENE E. COVERT Director December 28, 1995
- -----------------------
Eugene E. Covert
/s/ SAM F. IACOBELLIS Director December 28, 1995
- -----------------------
Sam F. Iacobellis
/s/ VINCENT N. MARAFINO Director December 28, 1995
- -----------------------
Vincent N. Marafino
/s/ D. LARRY MOORE Director December 28, 1995
- -----------------------
D. Larry Moore
/s/ ROBERT M. PRICE Director December 28, 1995
- -----------------------
Robert M. Price
/s/ WILLIAM P. SOMMERS Director December 28, 1995
- -----------------------
William P. Sommers
/s/ JACK D. STEELE Director December 28, 1995
- -----------------------
Jack D. Steele
Director December __, 1995
- -----------------------
James R. Wilson
</TABLE>
7
<PAGE>
EXHIBIT 4.1
ROHR, INC.
1995 STOCK INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of this 1995 Stock Incentive Plan ("Plan") of Rohr, Inc., a
Delaware corporation (the "Company"), is to enable the Company and its
Subsidiaries to attract, retain and motivate their employees by providing for
or increasing the proprietary interests in the Company of such employees and
further align their interests with those of the Company's stockholders.
2. PLAN AWARDS
(a) To carry out the purposes of the Plan, the Company and its Subsidiaries
will from time to time enter into various arrangements with persons eligible
to participate therein and confer various benefits upon them. The following
such arrangements or benefits are authorized under the Plan if their terms and
conditions are not inconsistent with the provisions of the Plan: Stock
Options, Forfeitable Stock, and Stock Bonuses. Such arrangements and benefits
pursuant to the Plan are generically sometimes herein referred to as "Awards."
The authorized categories of benefits for which Awards may be granted are
defined as follows:
Stock Options: A Stock Option is a right granted under the Plan to
purchase a specified number of shares of Common Stock at such exercise
price, at such times, and on such other terms and conditions as are
specified in the Award.
Forfeitable Stock: Forfeitable Stock is Common Stock sold under the Plan
at a discount of at least 50 percent from its Fair Market Value or at its
par value, but subject during specified periods of time to such
restrictions on its transferability and repurchase rights as are expressed
in the Award and as may constitute a substantial condition of forfeiture
while in effect.
Stock Bonuses: A Stock Bonus is the issuance or delivery of unrestricted
or restricted shares of Common Stock under the Plan as a bonus for services
rendered or to be rendered in the employ of the Company or Subsidiary.
(b) An Award may consist of one such arrangement or benefit or two or more
of them in tandem or in the alternative. Among other things, any such Award
may but need not also provide for the satisfaction of any applicable tax
withholding obligation by the retention of shares to which the grantee would
otherwise be entitled or by the grantee's delivery of previously owned shares
or other property.
(c) Common Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Committee (as defined in Section 6 below),
including, without limitation, services rendered by the recipient of such
Award.
(d) Subject to the provisions of this Plan, the Committee, in its sole and
absolute discretion, shall determine all of the terms and conditions of each
Award granted under this Plan, which terms and conditions may include, among
other things:
(i) a provision permitting the recipient of such Award, including any
recipient who is a director or officer of the Company, to pay the purchase
price of the Common Shares or other property issuable pursuant to such
Award, or such recipient's tax withholding obligation with respect to such
issuance, in whole or in part, by any one or more of the following:
(A) the delivery of previously owned shares of capital stock of the
Company (including "pyramiding") or other property, provided that the
Company is not then prohibited from purchasing or acquiring shares of
its capital stock or such other property, or
1
<PAGE>
(B) a reduction in the amount of Common Shares or other property
otherwise issuable pursuant to such Award; and
(ii) any provision required in order for such Award to qualify as an
Incentive Stock Option, provided that the recipient of such Award is
eligible under the Internal Revenue Code (the "Code") to receive an
Incentive Stock Option.
(e) Notwithstanding any other provision of this Plan:
(i) no Employee shall be granted Incentive Stock Options that are
exerciseable for the first time by any individual in any one calendar year
(under all plans of the Company and any Subsidiary) with respect to Common
Shares having a value at the time of grant in excess of $100,000;
(ii) the Company may not change the exercise price of or replace any
Stock Option granted hereunder (other than any adjustment provided in
Section 3 below); and
(iii) no Stock Option may be granted with an exercise price less than
100% of the Fair Market Value of the underlying Common Stock on the date
the Committee approves such Stock Option.
(f) Notwithstanding any other provision of this Plan, no Employee shall be
granted Awards hereunder with respect to in excess of 400,000 shares of Common
Stock during any calendar year. This limitation is intended to satisfy the
requirements of Section 162(m) of the Code so that compensation attributable
to Awards hereunder qualify as performance-based compensation under Section
162(m) of the Code. The limitation under this subsection (f) shall be subject
to adjustment under Section 3 hereof, but only to the extent permitted under
Section 162(m) of the Code.
(g) No Employee shall be granted any Award hereunder to replace any Award
granted under any other Company stock incentive plan where the purpose of such
replacement is to reduce the per share exercise or purchase price of such
award.
3. STOCK SUBJECT TO PLAN
(a) The kind and maximum of shares of stock that may be sold or issued under
the Plan, whether upon exercise of Stock Options or in settlement of other
Awards, shall be 1,800,000 shares of Common Stock (subject to the adjustments
set forth hereinbelow). If the outstanding shares of stock of the class then
subject to the Plan are increased or decreased, or are changed into or are
exchanged for a different number or kind of shares or securities or other
forms of consideration, as a result of one or more reorganizations,
recapitalizations, restructurings, reclassifications, stock splits, reverse
stock splits, stock dividends or the like, appropriate adjustments shall be
made in the number and/or kind of shares or securities or other forms of
consideration which may thereafter be sold or issued under the Plan for which
Awards (including Incentive Stock Options) may thereafter be granted and for
which outstanding Awards previously granted under the Plan may thereafter be
exercised or settled; provided, however, that adjustments pursuant to this
Section 3 shall be limited to those that will not adversely affect the status
of outstanding Stock Options as Incentive Stock Options.
(b) The aggregate number of shares that may be issued and issuable as
Forfeitable Stock (including Forfeitable Stock issued as Stock Bonuses) under
this Plan shall not exceed 360,000 shares, subject to adjustments as provided
hereinabove.
(c) For purposes of this Section 3, the aggregate number of Common Shares
issued and issuable pursuant to all Awards granted under this Plan shall at
any time be deemed to be equal to the sum of the following:
(i) the number of Common Shares that were issued prior to such time
pursuant to Awards granted under this Plan, other than Common Shares that
were subsequently reacquired by the
2
<PAGE>
Company for no more than the price at which they were sold (plus any
interest thereon) pursuant to the terms and conditions of the Award,
provided that Common Shares that were subject to a Stock Option, if that
Stock Option has subsequently expired, terminated or been canceled without
such shares having been sold or issued thereunder, shall not be deemed sold
or issued and shall again be considered as shares for which Awards may be
granted under the Plan; plus
(ii) the number of Common Shares that were otherwise issuable prior to
such time pursuant to Awards granted under this Plan, but that were
withheld by the Company as payment of the purchase price of the Common
Shares issued pursuant to such Awards or as payment of the recipient's tax
withholding obligation with respect to such issuance; plus
(iii) the maximum number of Common Shares issuable at or after such time
pursuant to Awards granted under this Plan prior to such time.
(d) The shares of the stock sold or issued under the Plan may be obtained
from the Company's authorized but unissued shares, from reacquired or treasury
shares, or from outstanding shares to be acquired in the market from private
sources.
4. PERSONS ELIGIBLE TO PARTICIPATE
Any person, including any director of the Company, who is a regular salaried
employee of the Company or any of its Subsidiaries (a "Salaried Employee" or
an "Employee") shall be eligible to be considered for the grant of Awards
hereunder.
5. PLAN EFFECTIVENESS AND DURATION
The Plan shall become effective upon its adoption by the Company's Board of
Directors (the "Board"), and shall continue until terminated by the Board, but
no shares may be sold or issued hereunder until the Plan has been approved by
the holders of a majority of the outstanding shares of the Company's Common
Stock present, or represented, and entitled to vote at a meeting of the
Company's stockholders, other than shares awarded subject to the condition
subsequent that such approval is obtained. Incentive Stock Options may not be
granted under the Plan after July 25, 2005, although any such Incentive Stock
Option that was duly granted on or before July 25, 2005, may thereafter be
exercised in accordance with its terms.
6. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board or, in the discretion of the
Board, a committee appointed thereby (the "Committee"). Subject to the
provisions of the Plan, the Board, or the Committee, shall have full and final
authority in its discretion to select the Employees to whom Awards shall be
granted hereunder, to grant such Awards, to determine the terms and provisions
of such Awards and the number of shares to be sold or issued pursuant thereto,
and to adopt, amend, and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. The Committee may
delegate to Company officers or others its authority with respect to any
Awards that may be granted to Employees who are not then officers of the
Company or subject to Section 16 of the 1934 Act; provided, that the issuance
of shares on exercise or settlement of any Awards must be or have been
authorized by the Board or the Committee. The interpretation and construction
by the Board or the Committee of any term or provision of the Plan or of any
Award granted thereunder shall be final and binding upon all participants in
the Plan.
7. SECTION 16 PERSONS
Notwithstanding any other provision herein, any Award granted hereunder to
an Employee who is then subject to Section 16 of the 1934 Act shall be subject
to the following limitations:
(a) The Committee exercising the authority described in Paragraph 6 with
respect to that Award shall consist of two or more members of the Board who
are not Salaried Employees.
3
<PAGE>
(b) The Award may provide for the issuance of shares of Common Stock as a
Stock Bonus for no consideration other than services rendered or to be
rendered.
(c) No Award may be sold or otherwise transferred for at least six months
after it is acquired (except on death or disability or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code
or the Employee Retirement Income Security Act).
(d) Any Stock Option granted to such Employee pursuant to the Plan shall
not be transferable other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined
above, shall be exercisable during the Employee's lifetime only by the
Employee or by his or her guardian or legal representative, and may not be
exercisable for at least six months after it is granted (except on death or
disability or pursuant to a qualified domestic relations order as defined
above).
8. CHANGES IN CONTROL
The Board, may, in its discretion, authorize any or all of the following
actions as a result of or in anticipation of any Change in Control of the
Company, and any Award may but need not expressly provide for such actions
upon the occurrence of a Change in Control: (1) the acceleration of unmatured
installments or vesting provisions under any outstanding Awards, (2) the
lapsing or expiration of restrictions or limitations under any outstanding
Awards, and (3) the settlement for cash of outstanding Awards or portions
thereof.
9. AMENDMENT AND TERMINATION
The Board may alter, amend, suspend or terminate the Plan at any time and in
any manner subject to the following limitations: (a) no such action of the
Board, unless taken with the approval of the shareholders of the Company, may
(i) increase the maximum number of shares that may be made subject to sale or
issuance or may be sold or issued under the Plan, (ii) alter the class of
persons eligible to participate in the Plan, (iii) change the exercise price
of or replace any Stock Option granted hereunder or under any other Company
stock incentive plan where the purpose of such replacement is to reduce the
per share exercise or purchase price of such award (other than any adjustment
provided in Section 3), or (iv) grant a Stock Option with an exercise price
less than 100 percent of the Fair Market Value of the underlying Common Stock
on the date the Committee approves such option; and (b) no such amendment or
termination shall deprive the recipient of any Award theretofore granted under
this Plan, without the consent of such recipient, of any of his or her rights
thereunder or with respect thereto.
However, the Board may in its discretion determine, with respect to any
other amendments of the Plan, that such amendments shall only become effective
upon approval by the stockholders of the Company, if the Board determines that
such stockholder approval may be advisable, such as for the purpose of
obtaining or retaining any statutory or regulatory benefits under securities
or tax or other laws, or of satisfying any applicable stock exchange listing
requirements.
10. CERTAIN DEFINITIONS
The authorized categories of benefits for which Awards may be granted under
this Plan are defined in Paragraph 2 above. In addition, the following terms
used in this Plan shall have the following meanings, subject to any amendments
in accordance with Paragraph 10 above:
An "Acquiring Person" shall mean any Person who or which, together with all
Affiliates and Associates (as such terms are defined in Rule 12b-2 of the
General Rules and Regulations under the 1934 Act, as in effect on July 26,
1995) of such Person, shall be the Beneficial Owner (as defined in Rule 13d-3
of the General Rules and Regulations under the 1934 Act, as in effect on July
26, 1995) of
4
<PAGE>
15% or more of the Voting Shares of the Company then outstanding; provided,
however, that an Acquiring Person shall not include the Company, any wholly-
owned subsidiary of the Company and any employee benefit plan of the Company
or of a subsidiary of the Company or any Person holding Voting Shares of the
Company for or pursuant to the terms of any such plan. For purposes of this
paragraph, the percentage of the outstanding shares of Voting Shares of which
a Person is a Beneficial Owner shall be calculated in accordance with said
Rule 13d-3.
"Change in Control" shall mean: (A) an agreement shall have been entered or
a document signed providing for the merger, consolidation or liquidation of
the Company; (B) the beneficial ownership (the direct or indirect beneficial
ownership for purposes of Section 13(d) of the 1934 Act and Regulations 13D-G
thereunder, or any comparable or successor law or regulation) of 40 percent or
more of the Company's shares is acquired by any person or associated or
affiliated group of persons (as defined by Rule 12b-2 of the General Rules and
Regulations under the 1934 Act, as in effect on July 26, 1995); (C) an
agreement shall have been entered into or a document signed providing for the
sale, mortgage, lease or other transfer in one or more transactions (other
than transactions in the ordinary course or business) of the assets or earning
power aggregating more than 50 percent of the assets or earning power of the
Company and its subsidiaries (taken as a whole) to any Person or associated or
affiliated group of Persons; or (D) any Acquiring Person shall receive the
benefit, directly or indirectly (except proportionately as a shareholder or
upon terms and conditions not less favorable to the Company than the Company
would be able to obtain in arm's length negotiations with an unaffiliated
party) of any loans, advances, guarantees, pledges or other financial
assistance, or any tax credits or other tax advantage provided by the Company
or its subsidiaries; or (E) Change in Control shall also mean, and a Change of
Control shall be deemed to have occurred, if at any time, the Board of
Directors of the Company shall be composed of a majority of Directors which
are not Continuing Directors.
"Common Stock" is the Company's common stock, $1 par value, as constituted
on July 26, 1995, and as thereafter adjusted as a result of any one or more
events requiring adjustment of outstanding Awards under Paragraph 3 above.
"Continuing Director" shall mean a director if he or she was a member of the
Board of Directors as of July 26, 1995 and any successor of a Continuing
Director or director filling a newly created position on the Board of
Directors who is elected or nominated to succeed a Continuing Director or to
fill such newly created position by a majority of Continuing Directors then on
the Board.
"Fair Market Value" of shares of stock shall be calculated on the basis of
the closing price of stock of that class on the day in question (or, if such
day is not a trading day in the U.S. securities markets, on the nearest
preceding trading day), as reported with respect to the principal market (or
the composite of the markets, if more than one) in which such shares are then
traded, or, if no such closing prices are reported, on the basis of the mean
between the high bid and low asked prices that day on the principal market or
national quotation system on which such shares are then quoted or, if not so
quoted, as furnished by a professional securities dealer making a market in
such shares selected by the Board or the Committee.
An "Incentive Stock Option" is a Stock Option that qualifies as an
"incentive stock option" as defined under Section 422 (or any applicable
successor provisions) of the Internal Revenue Code and that includes an
express provision that it is intended to be an Incentive Stock Option.
"Person" shall mean any individual, firm, partnership, corporation, trust,
estate, association, group (as such term is used in Rule 13d-5 under the 1934
Act) or other entity, and any two or more of the foregoing acting in concert
or pursuant to an agreement, arrangement, or understanding for the purpose of
acquiring, holding, voting or disposing of capital stock of the Company, and
shall include any successor (by merger or otherwise) of such entity.
5
<PAGE>
A "Subsidiary" of the Company is any corporation, partnership or other
entity in which the Company directly or indirectly owns 50% or more of the
total combined power to cast votes in the election of directors, trustees,
managing partners or similar officials.
The "1934 Act" means the Securities Exchange Act of 1934, as in effect from
time to time.
"Voting Shares" shall mean (i) shares of the Company's $1 par value common
stock, and (ii) any other share of capital stock of the Company entitled to
vote generally in the election of directors or entitled to vote in respect of
any merger, consolidation, sale of all or substantially all of the Company's
assets, liquidation, dissolution or winding up. References to a percentage or
portion of the outstanding Voting Shares shall be deemed a reference to the
percentage or portion of the total votes entitled to be cast by the holders of
the outstanding Voting Shares.
6
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EXHIBIT 5
December 28, 1995
(619) 544-8000 C77023-00082
Rohr, Inc.
850 Lagoon Drive
Chula Vista, California 91910
Re: Registration of 1,800,000 Shares of Common Stock, par value $1.00
per share, of Rohr, Inc. on Form S-8
Ladies/Gentlemen:
We have acted as counsel for Rohr, Inc., a Delaware corporation (the
"Company"), in connection with the registration of 1,800,000 shares of common
stock, $1.00 par value, of the Company (the "Common Stock"), issuable under its
1995 Stock Incentive Plan (the "Plan"). As counsel to the Company, we have
examined, among other things, the registration statement on Form S-8 to be filed
by the Company with the Securities and Exchange Commission with respect to such
shares (the "Registration Statement"), and have also examined the proceedings
and other actions taken by the Company in connection with the authorization and
reservation of the Common Stock issuable under the Plan.
Based upon the foregoing, and in reliance thereon, we are of the
opinion that the 1,800,000 shares of Common Stock registered under the
Registration Statement, when issued, delivered and paid for in the manner
described in the Plan, will be legally and validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Gibson, Dunn & Crutcher
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration
Statement of Rohr, Inc. on Form S-8 of our reports dated September 11, 1995,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Rohr, Inc. for the year ended July 31, 1995 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
San Diego, California
December 28, 1995
