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As filed with the Securities and Exchange Commission on February 7, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ESCO ELECTRONICS CORPORATION
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(Exact name of registrant as specified in its charter)
MISSOURI 43-1554045
- ------------------------ ------------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
8888 Ladue Road, Suite 200
St. Louis, MO 63124
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(Address of registrant's principal executive offices)
ESCO ELECTRONICS CORPORATION EXECUTIVE STOCK PURCHASE PLAN
(Full title of the Plan)
Alyson S. Barclay, Esq.
Vice President, Secretary and General Counsel
ESCO Electronics Corporation
8888 Ladue Road, Suite 200
St. Louis, MO 63124
(314) 213-7200
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(Name, address, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Proposed Proposed Amount
Securities Amount maximum Maximum of
to be to be offering price Aggregate registration
registered registered per share (1) offering price (1) fee (1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock and 300,000 $ 13.875 $ 4,162,500 $1,099
Preferred Stock
Purchase Rights (2)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed pursuant to Rule 457(h) and (c) solely for the purpose of
determining the registration fee. Proposed maximum offering price represents
the average of the high and low market prices of the Registrant's Common
Stock, par value $.01 per share ("Common Stock"), on February 1, 2000, as
reported on the New York Stock Exchange.
(2) Preferred Stock Purchase Rights are attached to and trade with the Common
Stock. Value attributable to such Preferred Stock Purchase Rights, if any,
is reflected in the market price of the Common Stock.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
("Securities Act"), and the Note to part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the Note to part I of Form
S-8.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by ESCO Electronics Corporation
(the "Company") with the Securities and Exchange Commission (File No. 1-10596)
are incorporated by reference into this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1999, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the
"1934 Act").
(2) The Company's Current Report on Form 8-K dated
October 13, 1999, filed pursuant to Section 13 of the 1934
Act.
(3) The Company's Current Report on Form 8-K dated
February 3, 2000, including but not limited to the
description of the Company's Preferred Stock Purchase Rights
contained therein, filed pursuant to Section 13 of the 1934
Act.
(4) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 10
filed under the 1934 Act, as amended under cover of Form 8
filed on September 27, 1990.
All documents subsequently filed by the Company pursuant to
Section 13(a),13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
Item 4. Description of Securities.
Not Applicable
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Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Company is a Missouri corporation. Section 351.355(1) of
the Revised Statutes of Missouri provides that a corporation may indemnify an
officer, director, employee or agent of the corporation in any action, suit or
proceeding (other than an action by or in the right of the corporation) against
expenses (including attorneys' fees), judgments, fines and settlement amounts
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action, had no reasonable cause to believe his conduct was
unlawful. Section 351.355(2) provides that the corporation may indemnify any
such person in any action or suit by or in the right of the corporation against
expenses (including attorneys' fees) and settlement amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
such person may be indemnified in respect of any matter in which he has been
adjudged liable for negligence or misconduct in the performance of his duty to
the corporation, unless authorized by the court. Section 351.355(3) provides
that the corporation shall indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
action, suit or proceeding if he has been successful in defense of such action,
suit or proceeding and if such action, suit or proceeding is one for which the
corporation may indemnify him under Section 351.355(1) or (2). Section
351.355(7) provides that the corporation shall have the power to give any
further indemnity to any such person, in addition to the indemnity otherwise
authorized under Section 351.355, provided such further indemnity is authorized,
directed or provided for in (i) the articles of incorporation of the
corporation, (ii) any duly adopted amendment thereof or (iii) any bylaw or
agreement of the corporation which has been adopted by the shareholders of the
corporation, provided that no such indemnity may indemnify any person from or on
account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.
The Company's Articles of Incorporation (the
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"Articles") contain provisions indemnifying the Company's directors and officers
(other than a director or officer suing on his own behalf or in the right of the
Company) to the full extent permitted by law. The Articles provide that the
Company will indemnify its directors and officers against all expenses
(including attorneys' fees), judgments, fines and settlement amounts actually
and reasonably incurred by them in any action, suit or proceeding, including any
action by or on behalf of the Company, on account of their services as a
director or officer of the Company, or their services as a director, officer,
employee, member or agent of another corporation, partnership, joint venture,
trust, trade or industry association or other enterprise when they are serving
in such capacities at the request of the Company, excepting only cases where the
conduct of such person is finally adjudged to be knowingly fraudulent,
deliberately dishonest or willful misconduct. The Articles further provide that
the Company shall pay or advance defense expenses to any director or officer of
the Company upon receipt of an undertaking from such director or officer to
repay those expenses if it is ultimately determined that he is not entitled to
be indemnified. The Articles further provide that the Company may indemnify
employees and agents of the Company to the same extent as provided in the
previous sentence or to such lesser extent as the Company in its discretion may
deem appropriate.
The Articles also authorize the Company to enter into
indemnification agreements with any director, officer, employee or agent of the
Company providing for indemnification rights to the maximum extent permitted by
law. The Company has entered into an indemnification agreement with each member
of its board of directors. Each indemnification agreement was approved
separately by all members of the Board of Directors (other than the director
being indemnified under the agreement) at meetings of the Board of Directors. In
each agreement, the Company agreed to indemnify the director and hold him
harmless to the full extent authorized or permitted by the General and Business
Corporation Law of Missouri, or by any amendment thereof, or by any other
statutory provision authorizing or permitting such indemnification which may be
adopted, and specifically against any and all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the director in connection with certain threatened, pending or
completed actions, suits or proceedings, to which the director is, was or
becomes a party. Indemnification will not be provided under certain
circumstances set forth in the indemnification agreements.
The directors and officers of the Company are covered by an
insurance policy which indemnifies them against certain
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civil liabilities including, under certain circumstances, liabilities under the
federal securities laws which might be incurred by them in such capacity.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Filed Herewith
Exhibit or Incorporated
Number Description by Reference
- ------ ------------ ------------
<S> <C> <C>
4a. Restated Articles of Incorporated by reference to Form 10-K
Incorporation of ESCO for fiscal year ended September 30,
Electronics Corporation 1999, Exhibit 3(a)
4b. Bylaws of ESCO Electronics Incorporated by reference to Form 10-K
Corporation, as amended for fiscal year ended September 30,
1991, Exhibit 3(b)
4c. Amended And Restated Rights Agreement, dated as of Incorporated by reference to Current
September 24, 1990 and amended and restated as of Report on Form 8-K, dated February 3,
February 3, 2000, between ESCO Electronics 2000, Exhibit 4.1
Corporation and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent
23. Consent of KPMG LLP
24. Power of Attorney (included on
Page II-7)
</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
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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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective 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;
(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
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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.
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 County of St. Louis, State of Missouri, on February 3,
2000.
ESCO ELECTRONICS CORPORATION
By: /s/ C.J. Kretschmer
-----------------------------
C.J. Kretschmer, Vice
President and Chief Financial
Officer (Principal Accounting
Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints C.J. Kretschmer, A.S. Barclay
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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/D.J. Moore Chairman, President, Chief February 3, 2000
- ------------------- Executive Officer and
D.J. Moore Director
/s/C.J. Kretschmer Vice President and February 3, 2000
- ------------------- Chief Financial Officer
C.J. Kretschmer (Principal Accounting
Officer)
/s/W.S. Antle III Director February 3, 2000
- -------------------
W.S. Antle III
/s/J.J. Carey Director February 3, 2000
- -------------------
J.J. Carey
/s/J.M. McConnell Director February 3, 2000
- -------------------
J.M. McConnell
</TABLE>
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<TABLE>
<S> <C> <C>
- ------------------- Director
L.W. Solley
/s/J.M. Stolze Director February 3, 2000
- -------------------
J.M. Stolze
/s/D.C. Trauscht Director February 3, 2000
- -------------------
D.C. Trauscht
</TABLE>
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INDEX TO EXHIBITS
Exhibits are listed by number corresponding to the Exhibit Table of Item 601 in
Regulation S-K.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<S> <C>
23. Consent of KPMG LLP
24. Power of Attorney (included on Page II-7)
</TABLE>
See Item 8 for a list of exhibits incorporated by reference.
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
ESCO Electronics Corporation:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG LLP
St. Louis, Missouri
February 3, 2000
