As filed with the Commission on May 14, 1996 File No.333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
AEROVOX INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 76-0254329
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
370 Faunce Corner Road
North Dartmouth, Massachusetts 02747
(Address of principal executive offices, including zip code)
1989 STOCK INCENTIVE PLAN
(Full title of the plan)
Ronald F. Murphy
Senior Vice President
Aerovox Incorporated
370 Faunce Corner Road
North Dartmouth, Massachusetts 02747
(508) 995-8000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
__________________________________________________________________
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share<F1> price<F1>
__________________________________________________________________
Common Stock, 250,000 $6.68 $1,670,000 $576.00
par value
$1.00
__________________________________________________________________
Page 1
<F>
<F1> Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and Rule 457 (c) on the basis of the average of the
high and low prices of Aerovox Incorporated Common Stock, par value $1.00,
reported on the NASDAQ National Market System on May 11, 1996.
Exhibit Index on page 7
PAGE 2
Aerovox Incorporated (the "Registrant") hereby incorporates by
reference the contents of the Registrant's Registration Statements on Form S-8,
File No. 33-35029 and 33-68940.
Item 8. Exhibits.
Exhibit
5. Opinion of Ropes & Gray.
23.1. Consent of Coopers & Lybrand
23.2. Consent of Ropes & Gray (contained
in the opinion filed as Exhibit 5
to this Registration Statement).
24. Power of Attorney (included in
Part II of the Registration Statement
under the caption "Signatures").
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,
(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,
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 (a)(1)(i) and (ii) shall 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.
PAGE 3
(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 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.
(h) 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.
PAGE 4
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 on Form S-8 to be signed on its behalf by the
undersigned thereunto duly authorized, in the city of Boston, Massachusetts, on
May 7, 1996.
AEROVOX INCORPORATED
By /s/ CLIFFORD H. TUTTLE, JR.
Clifford H. Tuttle, Jr.,
Chief Executive Officer and
Chairman of the Board of
Directors
PAGE 5
Each person whose signature appears below constitutes and appoints Clifford H.
Tuttle, Jr. and Ronald F. Murphy and each of them singly, his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 to be filed by Aerovox
Incorporated, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their 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 on Form S-8 has been signed below by the following
persons in the capacities indicated on May 7, 1996.
/s/ CLIFFORD H. TUTTLE, JR. /s/ JOHN F. BRENNEN
Clifford H. Tuttle, Jr., John F. Brennen,
Chief Executive Officer Director
Chairman and Director
(Principal executive officer)
/s/ RONALD F. MURPHY
Ronald F. Murphy, Benedict P. Rosen,
Senior Vice President, Treasurer Director
and Director (Principal financial
officer and principal accounting
officer)
/s/ ROBERT D. ELLIOTT /s/ JAMES B. HANGSTEFER
Robert D. Elliott, James B. Hangstefer,
President and Director Director
/s/ WILLIAM G. LITTLE /s/ JOHN L. SPRAGUE
William G. Little, John L. Sprague,
Director Director
/s/ DENNIS HOROWITZ
Dennis Horowitz,
Director
PAGE 6
EXHIBIT INDEX
Exhibit
Number Title of Exhibit Page
5. Opinion of Ropes & Gray. 8
23.1. Consent of Coopers & Lybrand 10
23.2. Consent of Ropes & Gray (contained
in the opinion filed as Exhibit 5
to this Registration Statement).
24. Power of Attorney (included in
Part II of the Registration Statement
under the caption "Signatures").
PAGE 7
Exhibit 5
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 951-7000
FAX: (617) 951-7050
May 13, 1996
Aerovox Incorporated
370 Faunce Corner Road
North Dartmouth, Massachusetts 02747
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 and all exhibits thereto (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of an additional 250,000 shares of
common stock, $1.00 par value (the "Shares"), of Aerovox Incorporated, a
Delaware corporation (the "Company"). The Shares are to be sold pursuant to
Company's 1989 Stock Incentive Plan (the "Plan").
We have acted as counsel for the Company and are familiar with the actions
taken by the Company in connection with the Plan. For purposes of this opinion
we have examined the Registration Statement, the Plan and such other documents,
records, certificates and other instruments as we have deemed necessary.
We express no opinion as to the applicability of, compliance with or
effect of federal law or the law of any jurisdiction other than the General
Corporation Law of Delaware.
Based upon the foregoing, we are of the opinion that, when the Shares have
been issued and sold and consideration received therefor by the Company all in
accordance with the terms of the Plan, the Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the use of our name therein.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ ROPES & GRAY
Ropes & Gray
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Aerovox Incorporated on Form S-8 of our reports dated February 28, 1996, on
our audits of the consolidated financial statements and the financial statement
schedule of Aerovox Incorporated as of December 30, 1995 and December 31, 1994,
and for the years ended December 30, 1995, December 31, 1994, and January 1,
1994 which reports are included or incorporated by reference in the Annual
Report on Form 10-K.
/S/ COOPERS & LYBRAND
COOPERS & LYBRAND
Boston, Massachusetts
May 9, 1996
