<PAGE>
As filed with the Securities and Exchange Commission on March 1, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
ROPER INDUSTRIES, INC.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0263969
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 Ben Burton Road
Bogart, Georgia 30622
---------------------
(Address of principal executive offices)
Roper Industries, Inc. 1993 Stock Option Plan for Nonemployee Directors
-----------------------------------------------------------------------
(Full Title of the Plan)
Martin S. Headley
Vice President and Chief Financial Officer
Roper Industries, Inc.
160 Ben Burton Road
Bogart, Georgia 30622
(706) 369-7170
(Name, address and telephone number, including
area code, of agent for service)
----------------------------------
Copies Requested to:
Gabriel Dumitrescu, Esq.
Powell, Goldstein, Frazer & Murphy LLP
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered(1) Registered Offering Price Per Aggregate Offering Registration Fee
Share(2) Price(2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock 160,000 $22.4375 $3,590,000 $999
Preferred Stock
Purchase Rights(3) 160,000
====================================================================================================================
</TABLE>
(1) Representing shares of the Registrant's common stock, $.01 par value (the
"Common Stock"), that may be issued and sold by the Registrant in
connection with the Registrant's 1993 Stock Option Plan for Nonemployee
Directors (the "Plan"). This Registration Statement also covers such
indeterminable number of additional shares as may become issuable to
prevent dilution in the event of stock splits, stock dividends, or similar
transactions pursuant to the terms of the Plan. Pursuant to a separate
Registration Statement on Form S-8 (Reg. No. 33-77770), the Registrant
previously registered 300,000 shares of Common Stock not included in the
above figure subject to issuance under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
and based upon the average of the high and low sales price of the Common
Stock on the New York Stock Exchange on February 24, 1999.
(3) The Preferred Stock Purchase Rights will be attached to the shares of
Common Stock being registered and will be issued for no additional
consideration; therefore, no additional registration fee is required.
<PAGE>
Incorporation by reference of contents of Registration Statement on Form S-8
(File No. 33-77770).
The contents of the Registration Statement on Form S-8 filed by the
Registrant on April 14, 1994 (File No. 33-77770) relating to the Plan are hereby
incorporated by reference pursuant to General Instruction E to Form S-8.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement.
Exhibit
Number Description of Exhibit
------ ----------------------
4.1* Amended and Restated Certificate of Incorporation, including Form of
Certificate of Designation, Preferences and Rights of Series A
Preferred Stock.
4.2** Amended and Restated By-Laws.
5 Opinion of Counsel with respect to the securities being registered.
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Independent Auditors.
24 Power of Attorney (see signature pages to this Registration
Statement).
99.1 Amended and Restated Roper Industries, Inc. 1993 Stock Option Plan for
Nonemployee Directors.
- ------------------------
* Incorporated herein by reference to Exhibit 3.1 of Registrant's Report
on Form 10-K filed on January 21, 1998 (File No. 001-12273).
** Incorporated herein by reference to Exhibit 3 to the Registrant's
Current Report on Form 8-K filed on June 2, 1997 (File No. 001-12273).
<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 Bogart, State of Georgia, on the 16th day of
February, 1999.
ROPER INDUSTRIES, INC.
By: /s/ Derrick N. Key
-------------------
Derrick N. Key
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Derrick N. Key as his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, 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 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 required or 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 attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
<PAGE>
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/ Derrick N. Key Chairman of the Board of February 16, 1999
- --------------------------------- Directors, President and Chief
Derrick N. Key Executive Officer (Principal
Executive Officer)
/s/ Martin S. Headley Vice President and Chief Financial February 16, 1999
- --------------------------------- Officer (Principal Accounting and
Martin S. Headley Financial Officer)
/s/ W. Lawrence Banks Director February 16, 1999
- ---------------------------------
W. Lawrence Banks
/s/ Donald G. Calder Director February 16, 1999
- ---------------------------------
Donald G. Calder
/s/ John F. Fort, III Director February 16, 1999
- ---------------------------------
John F. Fort, III
/s/ Wilbur J. Prezzano Director February 16, 1999
- --------------------------------
Wilbur J. Prezzano
/s/ Georg Graf Schall-Riaucour Director February 16, 1999
- --------------------------------
Georg Graf Schall-Riaucour
/s/ Eriberto R. Scocimara Director February 16, 1999
- ---------------------------------
Eriberto R. Scocimara
/s/ Luitpold von Braun Director February 16, 1999
- ---------------------------------
Luitpold von Braun
/s/ Christopher Wright Director February 16, 1999
- ---------------------------------
Christopher Wright
</TABLE>
<PAGE>
Exhibit Index
-------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1* Amended and Restated Certificate of Incorporation, including Form of
Certificate of Designation, Preferences and Rights of Series A
Preferred Stock.
4.2** Amended and Restated By-Laws.
5 Opinion of Counsel with respect to the securities being registered.
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Independent Auditors.
24 Power of Attorney (see signature pages to this Registration
Statement).
99.1 Amended and Restated Roper Industries, Inc. 1993 Stock Option Plan for
Nonemployee Directors.
- ------------------
* Incorporated herein by reference to Exhibit 3.1 of Registrant's Report on
Form 10-K filed on January 21, 1998 (File No. 001-12273).
** Incorporated herein by reference to Exhibit 3 to the Registrant's Current
Report on Form 8-K filed on June 2, 1997 (File No. 001-12273).
<PAGE>
EXHIBIT 5.1
-----------
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 Peachtree Street N.E.
Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
March 1, 1999
Roper Industries, Inc.
160 Ben Burton Road
Bogart, Georgia 30622
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel for Roper Industries, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8 (the "Registration Statement"), of an aggregate of an additional 160,000
shares (the "Shares") of common stock, par value $.01 per share, of the Company
to be offered and sold by the Company pursuant to the Roper Industries, Inc.
1993 Stock Option Plan for Nonemployee Directors (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the Shares pursuant to the Plan as we have
deemed necessary and advisable. In such examinations, we have assumed the
genuineness of all signatures on all originals and copies of documents we have
examined, the authenticity of all documents submitted to us as originals and the
conformity to original documents of all certified, conformed or photostatic
copies. As to questions of fact material and relevant to our opinion, we have
relied upon certificates or representations of Company officials and of
appropriate governmental officials.
This opinion is limited to the corporate laws of the State of Delaware as
codified in the General Corporation Law of the State of Delaware.
<PAGE>
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares and payment therefor as
provided in the Plan and as contemplated by the Registration Statement, the
Shares will be legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Powell, Goldstein, Frazer & Murphy LLP
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Roper Industries, Inc.
We consent to the use of our report incorporated herein by reference.
/s/ KPMG
--------
KPMG LLP
February 26, 1999
Atlanta, Georgia
<PAGE>
EXHIBIT 99.1
AMENDED AND RESTATED
ROPER INDUSTRIES, INC.
1993 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(November 10, 1998)
1. PURPOSE
The purpose of the Roper Industries, Inc. 1993 Stock Option Plan for
Nonemployee Directors (the "Plan") is to promote the interests of Roper
Industries, Inc. (the "Company") and its shareholders by strengthening the
Company's ability to attract and retain the services of experienced and
knowledgeable nonemployee directors and by encouraging such directors to acquire
an increased proprietary interest in the Company.
2. SHARES SUBJECT TO THE PLAN
The shares of common stock (the "Common Stock") of the Company for which
options under the Plan may be granted (the "Shares") shall be shares currently
authorized but unissued or currently held or subsequently acquired by the
Company as treasury shares, including shares purchased in the open market or in
private transactions. If any option granted under the Plan expires or terminates
for any reason without having been exercised in full, the Shares subject to, but
not delivered under, such option may become available for the grant of other
options under the Plan. No shares delivered to the Company in full or partial
payment of an option price payable pursuant to Paragraph 6.3 shall become
available for the grant of other options under the Plan.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation Committee of the
Company's Board of Directors (the "Committee"). Subject to the terms of the
Plan, the Committee shall have the power to construe the provisions of the Plan,
to determine all questions arising thereunder, and to adopt and amend such rules
and regulations for administering the Plan as the Committee deems desirable.
4. PARTICIPATION IN THE PLAN
Each member of the Company's Board of Directors (a "Director") who is not
otherwise an employee of the Company or any subsidiary of the Company (an
"Eligible Director") shall be eligible to participate in the Plan.
<PAGE>
5. NONSTATUTORY STOCK OPTIONS
All options granted under the plan shall be nonstatutory options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended.
6. OPTION TERMS
Each option granted to an Eligible Director under the Plan and the issuance
of Shares thereunder shall be subject to the following terms:
6.1 Option Agreements
Each option granted under the Plan shall be evidenced by an option
agreement (an "Agreement") duly executed on behalf of the Company and by the
Eligible Director to whom such option is granted and dated as of the applicable
date of grant. Each Agreement shall be signed on behalf of the Company by an
officer or officers delegated such authority by the Committee using either
manual or facsimile signature. Each Agreement shall comply with and be subject
to the terms and conditions of the Plan. Any Agreement may contain such other
terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Committee.
6.2 Option Grant Size and Grant Dates
Following his or her initial appointment or election as a Director, each
Eligible Director shall receive annually a grant (a "Grant") of options to
purchase 4,000 Shares (subject to adjustment pursuant to Article 7). A Grant for
any year shall be made following the Annual Meeting of Shareholders (as
described in the Company's By-Laws) held in that year, provided that such
Eligible Director is serving as a Director at the time of such Annual Meeting of
Shareholders. Such Grants to an Eligible Director first elected at an Annual
Meeting of Shareholders will commence herewith.
6.3 Option Exercise Price
The option exercise price per share for a Grant shall be the average of the
Fair Market Values (as hereinafter defined) for the fifth through the ninth
business days (days on which the NASDAQ National Market System, or such other
exchange on which the Shares shall be traded, is open for trading) following the
date of Grant. For purposes of the Plan, "Fair Market Value" equals the mean of
the high and low per share trading prices for the Common Stock as reported in
THE WALL STREET JOURNAL.
<PAGE>
6.4 Vesting; Exercise
An option shall vest and become nonforfeitable on the day of the Annual
Meeting of Shareholders following the fiscal year in which the option was
granted, if the optionee has continued to serve as a Director until that
meeting. An option shall thereafter become exercisable, subject to Section 6.7,
according to the following schedule.
<TABLE>
<CAPTION>
<S> <C>
Portion of Option Grant Day on Which
that Becomes Exercisable Portion Becomes Exercisable
- ------------------------ ---------------------------
20% Date of the first Annual Meeting after the option grant
additional 20% Date of the second Annual Meeting after the option grant
additional 20% Date of the third Annual Meeting after the option grant
additional 20% Date of the fourth Annual Meeting after the option grant
final 20% Date of the fifth Annual Meeting after the option grant
</TABLE>
6.5 Time and Manner of Option Exercise
Any vested and exercisable option is exercisable in whole or in part at any
time or from time to time during the option period by giving written notice,
signed by the person exercising the option, to the Company stating the number of
Shares with respect to which the option is being exercised and accompanied by
payment in full of the option exercise price for the number of Shares to be
purchased. The date both such notice and payment are received by the office of
the Secretary of the Company shall be the date of exercise of the stock option
as to such number of Shares. No option may at any time be exercised with respect
to a fractional share.
6.6. Payment of Exercise Price
Payment of the option exercise price may be in cash or by bank-certified,
cashier's, or personal check or, to the extent permitted by the Committee,
payment may be in whole or part by:
a. transfer to the Company of shares of Common Stock having a Fair Market
Value equal to the option exercise price at the time of such exercise, or
b. delivery of instructions to the Company to withhold from the Shares
that would otherwise be issued on the exercise that number of Shares having a
Fair Market Value equal to the option exercise price at the time of such
exercise.
If the Fair Market Value of the number of whole shares of Common Stock
transferred or the number of whole option Shares surrendered is less than the
total exercise price of the option, the shortfall must be made up in cash.
<PAGE>
6.7 Term of Options
Each option shall expire ten years from its date of grant, but shall be subject
to earlier termination as follows:
a. In the event of the termination of an optionee's service as a Director,
other than by reason of retirement, total and permanent disability or death, the
then-outstanding options of such optionee shall automatically expire on the
effective date of such termination. For purposes of the Plan, the term "by
reason of retirement" means (i) mandatory retirement pursuant to Board policy
or (ii) termination of service voluntarily at a time when the optionee would be
entitled to a retirement benefit under the Company's "Retirement Savings Plan",
as then in effect, if the Eligible Director were an employee of the Company.
b. In the event of the termination of an optionee's service as a Director
by reason of retirement or total and permanent disability, the then-outstanding
options of such optionee that have vested pursuant to Section 6.4 shall become
exercisable, to the full extent of the number of Shares remaining covered by
such options, regardless of whether such options were previously exercisable,
and each such option shall expire four years after the date of such termination
or on the stated Grant expiration date, whichever is earlier.
c. In the event of the death of an optionee while the optionee is a
Director, the then outstanding options of such optionee that have vested
pursuant to Section 6.4 shall become exercisable, to the full extent of the
number of Shares remaining covered by such options, regardless of whether such
options were previously exercisable, and each such option shall expire four
years after the date of death of such optionee or on the stated expiration date,
whichever is earlier.
Exercise of a deceased optionee's options that are still exercisable shall
be by the estate of such optionee or by a person or persons whom the optionee
has designated in writing filed with the Company, or if no such designation has
been made, by the person or persons to whom the optionee's rights have passed by
will or the laws of descent and distribution.
6.8 Transferability
The right of an optionee to exercise an option granted under the Plan
shall, during the lifetime of such optionee, be exercisable only by such
optionee or pursuant to a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement
Income Security Act, or the rules thereunder (a "QDRO"), and shall not be
assignable or transferable by such optionee other than by will or the laws of
descent and distribution or a QDRO.
<PAGE>
6.9 Limitation of Rights
6.9.1 Limitation as to Shares. Neither the recipient of an option under
the Plan nor an optionee's successor or successors in interest shall have any
rights as a shareholder of the Company with respect to any Shares subject to an
option granted to such person until the date of issuance of a stock certificate
for such Shares.
6.9.2 Limitation as to Directorship. Neither the Plan, nor the granting
of an option, nor any other action taken pursuant to the Plan shall constitute
or be evidence of any agreement or understanding, express or implied, that an
Eligible Director has a right to continue as a Director for any period of time
or at any particular rate of compensation.
6.10 Regulatory Approval and Compliance
The Company shall not be required to issue any certificate or
certificates for Shares upon the exercise of an option granted under the Plan or
to record as a holder of record of Shares the name of the individual exercising
an option under the Plan without obtaining, to the complete satisfaction of the
Committee, the approval of all regulatory bodies deemed necessary by the
Committee and without complying, to the Committee's complete satisfaction, with
all rules and regulations under federal, state, or local law deemed applicable
by the Committee.
7. CAPITAL ADJUSTMENTS
The number and class of Shares with respect to which an option may be
granted to an Eligible Director under the Plan as provided in Article 6, the
number and class of Shares subject to each outstanding option, and the exercise
price per Share specified in each such option shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from a split-up or consolidation of shares or any like capital
adjustment, or the payment of any stock dividend, or other increase or decrease
in the number of such shares effected without receipt of consideration by the
Company.
<PAGE>
8. EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan shall
be done by the Company, and none such expenses shall be charged to any optionee.
9. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective immediately following approval by the Company's
shareholders. The Plan shall continue in effect until it is terminated by action
of the Board of Directors or the Company's shareholders, but such termination
shall not affect the terms of any then-outstanding options.
10. TERMINATION AND AMENDMENT OF THE PLAN
The Board may amend, terminate or suspend the Plan at any time, in its sole
and absolute discretion; provided, however, that, if required to qualify the
Plan under Rule 16b-3 promulgated under Section 16 of the Securities Exchange
Act of 1934, as amended, no amendment shall be made more than once every six
months that would change the amount, price or timing of Grants, other than to
comport with changes in the Internal Revenue Code of 1986, as amended, or the
rules and regulations promulgated thereunder; and provided, further, that if
required to qualify the Plan under Rule 16b-3, no amendment that would:
a. materially increase the number of Shares that may be issued under
the Plan,
b. materially modify the requirements as to eligibility for
participation in the Plan, or,
c. otherwise materially increase the benefits accruing to participants
under the Plan shall be made without the approval of the Company's
shareholders.
