<PAGE> 1
Registration No._____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________
ESCO ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Missouri 43-1554045
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8888 Ladue Road, Suite 200 63124
St. Louis, Missouri (Zip Code)
</TABLE>
______________________
EMPLOYEE STOCK PURCHASE PLAN OF ESCO ELECTRONICS CORPORATION
(Full title of the plan)
______________________
Walter Stark
ESCO Electronics Corporation
8888 Ladue Road, Suite 200
St. Louis, Missouri 63124
(Name and address of agent for service)
(314) 213-7200
(Telephone number, including area code, of agent for service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
<TABLE>
<CAPTION>
Proposed
Maximum Proposed Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Per Offering Registration
to be Registered Registered Share(1) Price Fee
---------------- ---------- ------ ----- ---
<S> <C> <C> <C> <C>
Common Stock
Trust Receipts 1,500,000(2) $9.9375 $14,906,250 $4,397
Common Stock,
Par value $0.01
Per share
Preferred
Stock Purchase
Rights
</TABLE>
[FN]
1 Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee.
2 Plus such additional securities as may be issued pursuant to antidilution
provisions. Prior to the occurrence of certain events, the Preferred Stock
Purchase Rights will not be evidenced separately from the Common Stock. As
long as the Deposit and Trust Agreement dated as of September 24, 1990 by
and among the registrant, Emerson Electric Co., The Chase Manhattan Bank
(as successor trustee) and the holders of receipts issued from time to time
thereunder is in effect, an employee who purchases shares of Common Stock
will receive a Common Stock Trust Receipt ("Receipt") representing the
Common Stock purchased.
</FN>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Form S-8 Registration Statement filed by ESCO
Electronics Corporation with the Securities and Exchange Commission on May 14,
1992 (Registration No. 33-47916) are incorporated by reference in this
Registration Statement.
<PAGE> 4
SIGNATURES
THE REGISTRANT. 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 County of St. Louis, State of Missouri, on May 6, 1999.
ESCO ELECTRONICS CORPORATION
By: /s/ P.M. Ford
------------------------------------
P.M. Ford, Senior Vice President and
Chief Financial Officer
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints P.M. Ford, W. Stark and T.B. Martin, and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any other documents and instruments
incidental thereto, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, 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, thereby ratifying and confirming all
that said attorneys-in-fact and agents and/or any of them, or their 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 by the following persons in the
capacities indicated on May 6, 1999.
II-2
<PAGE> 5
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ D.J. Moore Chairman, President, Chief
- ----------------------------------- Executive Officer and Director
D.J. Moore
/s/ P.M. Ford Senior Vice President and
- ----------------------------------- Chief Financial Officer
P.M. Ford (Principal Accounting Officer)
/s/ J.J. Adorjan Director
- -----------------------------------
J.J. Adorjan
/s/ W.S. Antle III Director
- -----------------------------------
W.S. Antle III
Director
- -----------------------------------
J.J. Carey
/s/ J.M. McConnell Director
- -----------------------------------
J.M. McConnell
/s/ D.C. Trauscht Director
- -----------------------------------
D.C. Trauscht
</TABLE>
II-3
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Filed Herewith
Exhibit or Incorporated
Number Description by Reference
- ------ ----------- ------------
<S> <C> <C>
4a. Third Amendment and Restatement
of Employee Stock Purchase Plan
4b. Restated Articles of Incorporated by reference to
Incorporation of ESCO Electronics Registration Statement on Form
Corporation 10, as amended on Form 8, filed
September 27, 1990, Exhibit 3.1
4c. Bylaws of ESCO Electronics Incorporated by reference to
Corporation, as amended Form 10-K for fiscal year
ended September 30, 1991,
Exhibit 3(b)
4d. Rights Agreement dated as of Incorporated by reference to
September 24, 1990 between ESCO Registration Statement on Form
Electronics Corporation and 10, as amended on Form 8, filed
Boatmen's Trust Company, as on September 27, 1990, Exhibit
Rights Agent 4.2
4e. Deposit and Trust Agreement dated Incorporated by reference to
as of September 24, 1990 among Registration Statement on
ESCO Electronics Corporation, Form 10, as amended on
Emerson Electric Co., Boatmen's Form 8, filed on September
Trust Company, as Trustee, and 27, 1990, Exhibit 4.3
the holders of receipts from time
to time
5. Opinion of Counsel
23a. Consent of Counsel (included in
Exhibit 5)
23b. Consent of KPMG LLP
24. Power of Attorney (Included in the signature
pages II-2 and II-3)
</TABLE>
<PAGE> 1
EXHIBIT 4a
THIRD AMENDMENT AND RESTATEMENT OF THE
EMPLOYEE STOCK PURCHASE PLAN OF ESCO ELECTRONICS CORPORATION
------------------------------------------------------------
1. TITLE: This Plan, the terms of which are set out below, shall be known
as the "Employee Stock Purchase Plan of ESCO Electronics Corporation." ESCO
Electronics Corporation (the "Company") is a Missouri corporation with its
principal offices located at 8888 Ladue Road, Suite 200, St. Louis, Missouri
63124.
2. PURPOSE: The purpose of the Plan is to provide a convenient method by
which employees of the Company and its domestic subsidiaries, who wish to do so,
may purchase shares of the common stock of the Company (hereinafter referred to
as "Common Stock") represented by common stock trust receipts.
3. ELIGIBILITY: A division or domestic subsidiary of the Company may elect
to permit its employees to participate in the Plan subject to the approval of
the Chairman and Chief Executive Officer of the Company. All current and future
employees of the units listed in Attachment 1 hereto are eligible to participate
in the Plan effective as of the corresponding eligibility date in Attachment 1.
4. PARTICIPATION: Participation in the Plan shall be entirely voluntary.
Upon written application by any eligible employee to the Trustee, an account
shall be opened in the name of such employee. Eligible employees for whom
accounts are opened and maintained in accordance with the terms of the Plan are
herein referred to as "participants."
5. THE TRUSTEE: The Plan shall be administered by one or more Trustees
(herein called the "Trustee," whether one or more) appointed by an officer
designated by the Board of Directors of the Company. The Trustee shall at all
times be "an agent independent of the issuer" as defined in Rule 10b-18 under
the Securities Exchange Act of 1934 (the "1934 Act").
The Trustee shall have power and authority to establish such procedures as
the Trustee shall deem necessary to effect equitably and fairly the provisions
and the intent of the Plan.
6. PAYMENTS BY PARTICIPANTS: Participant contributions to this Plan may
only be through payroll deductions. Participants may authorize the Company to
make deductions from their pay to be applied to the purchase of Common Stock of
the Company under the terms of the Plan.
Deductions authorized for such purpose shall be in whole percentages of
current salary or wages and shall be not less than one percent (1%) nor more
than ten percent (10%). The Company may establish rules of uniform application
regarding a participant's ability to change his deduction authorizations.
<PAGE> 2
7. STOCK PURCHASES AND ALLOCATION TO PARTICIPANTS: Stock purchases under
the Plan, and allocation of such stock to the accounts of participants, shall be
effected pursuant to the following rules and procedures:
(a) Amounts withheld pursuant to payroll authorizations under the
Plan shall be remitted by the Company to the Trustee on a monthly basis and
shall be credited by the Trustee to the respective accounts of the participants
as received by the Trustee.
(b) At the discretion of an officer of the Company, the Company
may contribute (in cash or in Common Stock) an amount not to exceed fifteen
percent of the amounts contributed by participants. The Company's contribution
amounts may be separately determined for each division or subsidiary of the
Company which participates in the Plan.
(c) Cash amounts contributed pursuant to paragraphs (a) and (b)
above shall be used by the Trustee to purchase shares of the Common Stock of the
Company on a monthly basis. Common Stock may be purchased from the Company or
from sellers in private transactions, or such purchases may be effected on the
New York Stock Exchange. No private transaction or transaction with the Company
may be at a price greater than the then-market price of the Company's Common
Stock on the New York Stock Exchange.
(d) Following each stock purchase, the Trustee shall allocate
shares purchased by it to the accounts of participants. The cost per share
charged against the account of each participant for shares allocated to his
account shall be the average cost to the Trustee for the shares purchased by the
Trustee (including brokerage fees and other expenses associated with the
purchase). Both whole and fractional shares shall be allocated.
(e) The Trustee shall maintain a book entry account for each
participant and shall issue stock certificates to a participant only upon the
circumstances and in the manner provided in SECTION 10 of this Plan.
(f) Cash dividends received by the Trustee on shares held by it
under the Plan shall be used by the Trustee to purchase additional shares which
shall be allocated among all participants, pro rata, on the basis of their
respective account balances and credited to the accounts of participants as
additional contributions under the Plan. Account balances for this purpose shall
be determined as of the record date immediately preceding the allocation of
shares to such accounts. Any shares of the Common Stock of the Company received
by the Trustee as a stock dividend on shares held by it shall be treated as
additional shares purchased by the Trustee under the Plan, at no cost, and shall
be allocated and otherwise dealt with by the Trustee in the same manner as any
other shares purchased by the Trustee under the Plan. Dividends received by the
Trustee shall be deemed to have been received by
2
<PAGE> 3
the Trustee on the payment dates provided for the declaration of such
dividends.
(g) Cost of shares to the Trustee shall include all brokerage fees,
taxes and any other expenses directly applicable to the purchase of such
shares.
(h) The Company does not guarantee in any way the price of shares
purchased under the Plan against decline in market value.
8. VOTING STOCK HELD UNDER THE PLAN: For each meeting of stockholders, the
participants will have the right to vote all shares credited to their respective
accounts under the Plan, whether registered in the name of the Trustee or its
nominee. Shares held by the Trustee under the Plan will not be voted by the
Trustee.
9. COSTS OF ADMINISTERING PLAN: All costs and expenses of administering the
Plan, including the fees of the Trustee, shall be paid by the Company.
10. WITHDRAWAL FROM THE PLAN: Any participant may withdraw any portion of
the shares allocated to his account held by the Trustee under the Plan by
submitting an application for withdrawal to the Trustee. A participant shall
specify on the withdrawal application a) the number of shares to be withdrawn
from the Plan from those shares allocated to such participant's account and b)
the number of shares to be issued per stock certificate. Within approximately
seven days of the withdrawal application being submitted, the Trustee will
deliver to such participant the requested stock certificates, and in the case of
a complete withdrawal, an amount in cash equal to the fractional shares
remaining in his account on the date that the withdrawal becomes effective. A
participant may direct the Trustee to make electronic transfers to a broker in
lieu of issuing the shares directly to the participant under this Section. The
Trustee shall complete electronic transfers, on average, fewer than seven days
after the participant submits a withdrawal application to the Trustee requesting
an electronic transfer to a broker. No charges shall be made against a
participant's account at the time of such withdrawal from the Plan except for
the purchase cost of shares allocated to his account. The Trustee may establish
such other procedures necessary to administer withdrawals in accordance with the
intent of the Plan.
Any participant may cease his contribution under the Plan, and revoke any
payroll withholding authorization given to the Company pursuant to the Plan at
any time.
A participant may not assign or pledge any interest he may have under the
Plan.
3
<PAGE> 4
If participation in the Plan ceases because of death, retirement, total
disability, entering military service, or other termination of employment,
settlement will be made as soon as practicable after such event occurs and after
the Trustee receives notice of such termination or in the event of death, after
the appointment of the legal representative of the estate of the deceased and
the satisfaction of any other applicable legal requirements. The certificate for
the shares of stock which have been allocated to the account of such participant
and an amount in cash equal to the fractional share remaining in his account
will be delivered to the former participant or, in the case of death of a
participant, to the legal representative of such participant.
11. REPORTS TO PARTICIPANTS: The Trustee will render regular reports to
each participant under the Plan, showing, for the period of the report, the
contributions made and dividends, if any, credited to such participant's
account; the number of shares allocated to such participant; the purchase price
for such shares charged against his account; and the number of shares withdrawn,
if any. Such reports shall be made not less frequently than once each quarter.
12. AMENDMENT AND TERMINATION OF THE PLAN: The Company reserves the right
with respect to any or all employees, including those who may be participants
under the Plan, to amend or terminate the Plan at any time. In the event of
termination of this Plan, each participant will receive from the Trustee within
sixty (60) days after the date of termination a certificate for the whole shares
which have been acquired for the participant and an amount in cash equal to the
fractional share remaining in the participant's account.
With respect to persons subject to Section 16 of the 1934 Act, transactions
under this Plan are intended to comply with the applicable conditions of Rule
16b-3 or its successors under the 1934 Act. To the extent any provision of the
Plan and any action thereunder fail to so comply, it shall be deemed null and
void to the extent permitted by law.
13. EFFECTIVE DATE: The effective date of this Plan, as amended and
restated, is April 1, 1999.
4
<PAGE> 5
ATTACHMENT 1
<TABLE>
<CAPTION>
UNIT Eligibility Date
- ---- ----------------
<S> <C>
Distribution Control Systems, Inc. July 1, 1992
EMC Test Systems, L.P. July 1, 1993
ESCO Electronics Corporation July 1, 1992
Filtertek Inc. May 1, 1998
PTI Advanced Filtration Inc. July 1, 1998
PTI Technologies Inc. January 1, 1993
Rantec Microwave & Electronics, Inc. July 1, 1992
Systems & Electronics Inc. July 1, 1992
VACCO Industries July 1, 1992
</TABLE>
5
<PAGE> 1
Exhibit 5
May 6, 1999
ESCO Electronics Corporation
8888 Ladue Road, Suite 200
St. Louis, MO 63124
Ladies and Gentlemen:
I am Assistant Secretary and Assistant General Counsel of ESCO Electronics
Corporation, a Missouri corporation (the "Company"), and in such capacity I am
familiar with the Registration Statement on Form S-8 (the "Registration
Statement") relating to the Company's Employee Stock Purchase Plan (the "Plan")
to which this letter is filed as an exhibit. The Registration Statement
registers 1,500,000 shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), offered pursuant to the Plan, including the
Preferred Stock Purchase Rights associated with such Common Stock, and the
Common Stock Trust Receipts (the "Receipts") representing the Common Stock
offered under the Plan (the Receipts together with the Common Stock and its
associated Preferred Stock Purchase Rights, the "Securities").
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I deemed necessary for the purposes of the
opinion expressed herein.
On the basis of the foregoing, I am of the opinion that the Securities to
which the Registration Statement relates, when sold in accordance with the
provisions of the Plan, will be legally issued, fully paid and non-assessable.
I consent to the filing of this letter as an exhibit to the Registration
Statement.
Very truly yours,
Thomas B. Martin
<PAGE> 1
EXHIBIT 23b
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
ESCO Electronics Corporation:
We consent to the use of our reports incorporated herein by reference.
KPMG LLP
St. Louis, Missouri
May 6, 1999
