<PAGE>
As filed with the Securities and Exchange Commission on April 26, 2000
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. 2000 Stock Incentive Plan
------------------------------------------------
(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 of process)
__________________________
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 1,000,000 $30.41 $30,410,000 $8,029
Stock
Preferred Stock 1,000,000
Purchase Rights (3)
====================================================================================================================
</TABLE>
(1) Represents shares of the Registrant's Common Stock, $.01 par value per
share (the "Common Stock") that may be issued and sold by the Registrant in
connection with its 2000 Stock Incentive Plan (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.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1993, 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 April 25, 2000.
(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>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") have been or will be sent
or given to participants in the plan listed on the cover of the Registration
Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"). Such document(s) are not being filed with
the Commission but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- ------- ---------------------------------------
The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by Roper
Industries, Inc. (the "Company") and the Plan pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (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 a part hereof from the date of filing such documents:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1999 (File No. 1-12273);
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 2000 (File No. 1-12273);
(c) the Company's definitive Proxy Statement, dated February 4, 2000, as
filed with the Securities and Exchange Commission in connection with the
Company's 2000 Annual Meeting of Shareholders (File No. 1-2273);
(d) the description of the Common Stock, $.01 par value ("Common Stock")
of the Company which is contained in the Company's Registration Statement on
Form 8-A (File No. 1-12273); and
(e) the description of the Preferred Stock Purchase Rights with respect to
the Common Stock, $.01 par value, of the Company which is contained in the
Company's Registration Statement on Form 8-A dated October 4, 1996 (File No.
1-12273).
II-1
<PAGE>
Item. 6. Indemnification of Directors and Officers.
- -------- -----------------------------------------
The Company's Amended and Restated Certificate of Incorporation contains
provisions which eliminate the personal liability of its directors for monetary
damages resulting from breaches of their fiduciary duty other than liability for
breaches of the duty of loyalty, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, violations under
Section 174 of the Delaware General Corporation Law ("DGCL") or any transaction
from which the director derived an improper personal benefit.
Section 145 of the DGCL generally provides for indemnification by the
Company of its directors and officers, and the Company's By-Laws contain
provisions requiring the indemnification of the Company's directors and officers
to the fullest extent permitted by Section 145 of the DGCL, including
circumstances in which indemnification is otherwise discretionary.
The Company has also agreed to indemnify each director and certain officers
pursuant to Indemnification Agreements from and against any and all expenses,
losses, claims, damages and liabilities incurred by such director for or as a
result of actions taken or not taken while such director or officer was acting
in his or her capacity as a director, officer, employee or agent of the Company.
In addition, the Company maintains directors' and officers' liability insurance
which insures the Company against indemnification payments made to directors and
officers of the Company.
II-2
<PAGE>
Item 8. Exhibits.
- ------- --------
The following exhibits are filed with or incorporated by reference into
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 (Incorporated by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K filed
January 21, 1998).
4.2 By-Laws Amended and Restated as of February 22, 2000.
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect
to the securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of counsel (included in Exhibit 5).
24 Power of Attorney (see signature pages to this Registration
Statement).
99 Roper Industries, Inc. 2000 Stock Incentive Plan (Incorporated
by reference to Annex C of the Registrant's definitive Proxy
Statement, dated February 4, 2000).
_____________________________
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 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
II-3
<PAGE>
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 Registration Statement is on Form S-3 on Form S-8 and 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 1934 Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
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 1933 Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) 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 the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933 Act 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the 1933 Act, 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 this the 26 day of April, 2000.
ROPER INDUSTRIES, INC.
By: /s/ Derrick N. Key
------------------
Derrick N. Key
Chairman of the Board, 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 requisite 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>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Derrick N. Key Chairman of the Board, President and
- ------------------------------------ Chief Executive Officer April 26, 2000
Derrick N. Key Director
/s/ Martin S. Headley Vice President and Chief Financial April 26, 2000
- ------------------------------------ Officer
Martin S. Headley
/s/ Kevin G. McHugh Controller April 26, 2000
- ------------------------------------
Kevin G. McHugh
/s/ W. Lawrence Banks
- ------------------------------------
W. Lawrence Banks Director April 26, 2000
/s/ Luitpold von Braun Director April 26, 2000
- ------------------------------------
Luitpold von Braun
/s/ Donald G. Calder Director April 26, 2000
- ------------------------------------
Donald G. Calder
/s/ John F. Fort, III Director April 26, 2000
- ------------------------------------
John F. Fort, III
/s/ Wilbur J. Prezzano Director April 26, 2000
- ------------------------------------
Wilbur J. Prezzano
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Georg Graf Schall-Riaucour
- ------------------------------------ Director April 26, 2000
Georg Graf Schall-Riaucour
/s/ Eriberto R. Scocimara Director April 26, 2000
- ------------------------------------
Eriberto R. Scocimara
/s/ Christopher Wright Director April 26, 2000
- ------------------------------------
Christopher Wright
</TABLE>
<PAGE>
Exhibit Index
-------------
Exhibit No. 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 (Incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K filed January 21, 1998).
4.2 By-Laws Amended and Restated as of February 22, 2000.
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to
the securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of counsel (included in Exhibit 5).
24 Power of Attorney (see signature pages to this Registration
Statement).
99 Roper Industries, Inc. 2000 Stock Incentive Plan (Incorporated by
reference to Annex C of the Registrant's definitive Proxy
Statement, dated February 4, 2000).
<PAGE>
EXHIBIT 4.2
ROPER INDUSTRIES, INC.
BY-LAWS
AMENDED AND RESTATED AS OF FEBRUARY 22, 2000
ARTICLE I
---------
Stockholders' Meetings
----------------------
1. Places of meetings. All meetings of stockholders shall be held
------------------
at such place or places in or outside of Delaware as the board of directors may
from time to time determine or as may be designated in the notice of meeting or
waiver of notice thereof, subject to any provisions of the laws of Delaware.
2. Annual Meetings. The annual meeting of the stockholders shall be
---------------
held on such date as the board of directors may determine and at the time and
place as shall be decided by the board of directors and indicated in the notice
of the meeting. The board of directors shall be elected thereat and such other
business transacted as may be specified in the notice of the meeting, or as may
be properly brought before the meeting. Written notice of the time and place of
the annual meeting shall be given by mail to each stockholder entitled to vote
at his address as it appears on the records of the corporation not less than the
minimum nor more than the maximum number of days permitted under the laws of
Delaware prior to the scheduled date thereof, unless such notice is waived as
provided by Article VIII of these By-laws.
3. Special Meetings. A special meeting of stockholders may be
----------------
called at any time by order of the board of directors or the executive
committee. Written notice of the time, place and specific purposes of such
meetings shall be given by mail to each stockholder entitled to vote thereat at
his address as it appears on the records of the corporation not less than the
minimum nor more than the maximum number of days prior to the scheduled date
thereof permitted under the laws of Delaware, unless such notice is waived as
provide by Article VIII of these By-laws.
4. Meetings without notice. Meetings of the stockholders may be
-----------------------
held at any time without notice when all the stockholders entitled to vote
thereat are present in person or by proxy.
5. Voting. At all meetings of stockholders, each stockholder
------
entitled to vote on the record date as determined under Article V Section 3 of
these By-laws or if not so determined as prescribed under the laws of Delaware
shall be entitled to such number of votes for each share of stock standing on
record in his name, as shall be determined in accordance with the provisions of
Article 4 of the certificate of incorporation or any amendment thereto.
6. Quorum and Action. At any stockholders' meeting, a
-----------------
majority of the number of shares of stock outstanding and entitled to vote
thereat present in person or by proxy
<PAGE>
shall constitute a quorum, but a smaller interest may adjourn any meeting from
time to time, and the meeting may be held as adjourned without further notice,
subject to such limitations as may be imposed under the laws of Delaware. When a
quorum is present at any meeting, a majority of the voting power present in
person or by proxy and entitled to vote on any question shall decide any such
question brought before such meeting unless the question is one upon which a
different vote is required by express provision of the laws of Delaware, the
certificate of incorporation or these By-laws, in which case such express
provision shall govern.
7. List of stockholders. At least ten days before every
--------------------
meeting, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of and the number of
shares registered in the name of each stockholder, shall be prepared by the
secretary or the transfer agent in charge of the stock ledger of the
corporation. Such list shall be open for examination by any stockholder as
required by the laws of Delaware. The stock ledger shall be the only evidence
as to who are the stockholders entitled to examine such list or the books of the
corporation or to vote in person or by proxy at such meeting.
8. Advance Notice of Stockholder Nominees for Director and Other
-------------------------------------------------------------
Stockholder Proposals.
---------------------
(a) The matters to be considered and brought before any annual
or special meeting of stockholders of the corporation shall be limited
to only such matters, including the nomination and election of
directors, as shall be brought properly before such meeting in
compliance with the procedures set forth in this Section 8.
(b) For any matter to be properly brought before any annual
meeting of stockholders, the matter must be (i) specified in the
notice of annual meeting given by or at the direction of the board of
directors, (ii) otherwise brought before the annual meeting by or at
the direction of the board of directors or (iii) brought before the
annual meeting in the manner specified in this Section 8(b) by a
stockholder of record entitled to vote at the annual meeting of
shareholders on such matter. In addition to any other requirements
under applicable law and the certificate of incorporation and By-laws
of the corporation, persons nominated by stockholders for election as
directors of the corporation and any other proposals by stockholders
shall be properly brought before the meeting only if notice of any
such matter to be presented by a stockholder at such meeting of
stockholders (the "Stockholder Notice") shall be delivered to the
secretary of the corporation at the principal executive office of the
corporation not less than ninety (90) not more than one hundred and
twenty (120) days prior to the first anniversary date of the annual
meeting for the preceding year; provided, however, if and only if the
annual meeting is not scheduled to be held within a period that
commences 30 days before such anniversary date and ends 30 days after
such anniversary date (an annual meeting date outside such period
being referred to herein as an "Other Meeting Date"), such Stockholder
Notice shall be given in the manner provided herein by the later of
the close of business on (i) the date ninety days (90) prior to such
Other Meeting Date or (ii) the tenth day following the date such Other
<PAGE>
Meeting Date is first publicly announced or disclosed. Any
stockholder desiring to nominate any person or persons (as the case
may be) for election as a director or directors of the corporation
shall deliver, as part of such Stockholder Notice, a statement in
writing setting forth the name of the person or persons to be
nominated, the number and class of all shares of each class of stock
of the corporation owned of record and beneficially by each such
person, as reported to such stockholder by such nominee(s), the
information regarding each such person required by paragraphs (a), (e)
and (f) of Item 401 of Regulation S-K adopted by the Securities and
Exchange Commission (or the corresponding provisions of any regulation
subsequently adopted by the Securities and Exchange Commission
applicable to the corporation), each such person's signed consent to
serve as a director of the corporation if elected, such stockholder's
name and address, the number and class of all shares of each class of
stock of the corporation owned of record and beneficially by such
stockholder. Any stockholder who gives a Stockholder Notice of any
matter proposed to be brought before the meeting (other than to
nominate a director or directors) shall deliver, as part of such
Stockholder Notice, the text of the proposal to be presented and a
brief written statement of the reasons why such stockholder favors the
proposal and setting forth such stockholder's name and address, the
number and class of all shares of each class of stock of the
corporation owned of record and beneficially by such stockholder, if
applicable, any material interest of such stockholder in the matter
proposed (other than as a stockholder). As used herein, shares
"beneficially owned" shall mean all shares which such person is deemed
to beneficially own pursuant to Rules 13d-3 and 13d-5 under the
Securities and Exchange Act of 1934 (the "Exchange Act"). If a
stockholder is entitled to vote only for a specific class or category
of directors at a meeting (annual or special), such stockholder's
right to nominate one or more individuals for election as a director
at the meeting shall be limited to such class or category of
directors.
Notwithstanding anything in this Section 8(b) to the contrary, in the
event that the number of directors to be elected to the board of
directors of the corporation at the next annual meeting is increased
and either all of the nominees for director at the next annual meeting
or the size of the increased board of directors is not publicly
announced or disclosed by the corporation at lease one hundred (100)
days prior to the first anniversary of the preceding year's annual
meeting, a Stockholder Notice shall also be considered timely
hereunder, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the secretary of
the corporation at the principal executive office of the corporation
not later than the close of business on the tenth day following the
first date all of such nominees or the size of the increased board of
directors shall have been publicly announced or disclosed.
(c) Except as provided in the immediately following sentence,
only such matters shall be properly brought before a special meeting
of stockholders as shall have been brought before the meeting pursuant
to the corporation's notice of meeting. In the event the corporation
calls a special meeting of stockholders for
<PAGE>
the purpose of electing one or more directors to the board of
directors, any stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the
corporation's notice of meeting, if the Stockholder Notice required by
Section 8(b) hereof shall be delivered to the secretary of the
corporation at the principal executive office of the corporation not
later than the close of business on the tenth day following the day on
which the date of the special meeting and either the names of the
nominees proposed by the board of directors to be elected at such
meeting or the number of directors to be elected is publicly announced
or disclosed.
(d) For purposes of this Section 8, a matter shall be deemed to
have been "publicly announced or disclosed" if such matter is
disclosed in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news or wire service or in a
document publicly filed by the corporation with the Securities and
Exchange Commission.
(e) In no event shall the adjournment of an annual meeting or
special meeting or the postponement of any meeting that does not
require a change in the record date for such meeting, or any
announcement thereof, commence a new period for the giving notice as
provided in this Section 8. This Section 8 shall not apply to (i)
shareholders proposals made pursuant to and in compliance with Rule
14a-8 under the Exchange Act or (ii) the election of directors
selected by or pursuant to the provisions of Article 4 of the
certificate of incorporation relating to the rights of the holders of
any class or series of stock of the corporation having a preference
over the common stock as to dividends or upon liquidation to elect
directors under specified circumstances.
(f) The person presiding at any meeting of stockholders, in
addition to making any other determinations that may be appropriate to
the conduct of the meeting, shall have the power and duty to determine
whether notice of nominees and other matters proposed to be brought
before a meeting has been duly given in the manner provided in this
Section 8 and, if not so given, shall direct and declare at the
meeting that such nominees and other matters are out of order and
shall not be considered.
9. Conduct of Meetings. The board of directors may adopt by
-------------------
resolution such rules, regulations and procedures for the conduct of meetings of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with applicable law and such rules and regulations adopted by the board of
directors, the chairman of each meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts, including causing an adjournment of such meeting, as, in the judgment of
such chairman, are appropriate. Such rules, regulations or procedures, whether
adopted by the board of directors or prescribed by the chairman of the meeting,
may include, without limitation, the following: (a) the establishment of an
agenda or order of business for the meeting, including fixing the time for
opening and closing the polls for voting on each matter; (b) rules and
procedures for maintaining order at the meeting and the safety of those present;
(c) limitations on attendance at or
<PAGE>
participation in the meeting to stockholders of record of the Company, their
duly authorized and constituted proxies or such other persons as the chairman
shall permit; (d) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (e) limitations on the time allotted to questions
or comments by participants. Unless, and to the extent determined by the board
of directors or the chairman of the meeting, meetings of stockholders shall not
be required to be held in accordance with rules of parliamentary procedure.
10. Organization of Meetings. Meetings of stockholders shall be
------------------------
presided over by the chairman of the board of directors, or in his or her
absence by the president, or in the absence of the foregoing persons by a
chairman designated by the board of directors, or, in the absence of any such
designation, by a chairman chosen at the meeting. The secretary, or in the
absence of the secretary, an assistant secretary, shall act as the secretary of
the meeting, but in the absence of the secretary or assistant secretary, the
chairman of the meeting may appoint any person to act as secretary of the
meeting.
ARTICLE II
----------
Board of Directors
------------------
1. Number and qualification. Subject to the rights of the holders
------------------------
of any series of preferred stock then outstanding, members of the board of
directors shall be elected at each annual meeting of stockholders, in accordance
with and subject to the provisions of the certificate of incorporation. Each
director so elected shall serve until the election and qualification of his
successor or until his earlier resignation or removal as provided in these By-
laws. The initial number of directors shall be such as may be determined by the
incorporators unless the initial directors are named in the certificate of
incorporation, and thereafter the number of directors shall be such as may be
determined, subject to the rights of the holders of any series of preferred
stock then outstanding, from time to time by the affirmative vote of the
majority of the members of the board of directors, but in no event shall the
number be less than the minimum authorized under the laws of Delaware. In case
of any increase in the number of directors between elections by the
stockholders, the additional directorships shall be considered vacancies and
shall be filled in the manner prescribed in Article IV of these By-laws.
Directors need not be stockholders. The initial board of directors shall be
elected by the incorporators, unless such directors are named in the certificate
of incorporation.
2. Powers. The business and affairs of the corporation shall be
------
carried on by or under the direction of the board of directors, which shall have
all the powers authorized by the laws of Delaware, subject to such limitations
as may be provided by the certificate of incorporation or these By-laws.
3. Compensation. The board of directors may from time to time by
------------
resolution authorize the payment of fees or other compensation to the directors
for services as such to the corporation, including, but not limited to, fees for
attendance at all meetings of the board or of the executive or other committees,
and determine the amount of such fees and compensation. Directors shall in any
event be paid their traveling expenses for attendance at all meetings of the
board or of the executive or other committees. Nothing herein contained shall be
<PAGE>
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor in amounts authorized or otherwise
approved from time to time by the board or the executive committee.
4. Meetings and quorum. Meetings of the board of directors may be
-------------------
held either in or outside of Delaware. A quorum shall be one-third the then
authorized total number of directors, but not less than two directors unless a
board of one director is authorized under the laws of Delaware in which event
one director shall constitute a quorum. A director will be considered present
at a meeting, even though not physically present, to the extent and in the
manner authorized by the laws of Delaware.
The board of directors may from time to time provide for the holding
of regular meetings with or without notice and may fix the times and places at
which such meetings are to be held. Meetings other than regular meetings may be
called at any time by the president or the chairman of the board and must be
called by the president or by the secretary or an assistant secretary upon the
request of any director.
Notice of each meeting, other than a regular meeting (unless required
by the board of directors), shall be given to each director by mailing the same
to each director at his residence or business address at least ten days before
the meeting or by delivering the same to him personally or by telephone or
telecopy at least two days before the meeting.
Notice of any meeting shall state the time and place of such meeting,
but need not state the purposes thereof unless otherwise required by the laws of
Delaware, the certificate of incorporation, the By-laws, or the board of
directors.
5. Executive Committee. The board of directors may by resolution
-------------------
passed by a majority of the whole board provide for an executive committee of
two or more directors and shall elect the members thereof to serve at the
pleasure of the board and may designate one of such members to act as chairman.
The board may at any time change the membership of the committee, fill vacancies
in it, designate alternate members to replace any absent or disqualified members
at any meeting of the committee, or dissolve it.
During the intervals between the meetings of the board of directors,
the executive committee shall possess and may exercise any or all of the powers
of the board of directors in the management or direction of the business and
affairs of the corporation and under the By-laws to the extent authorized by
resolution adopted by a majority of the entire board of directors, subject to
such limitations as may be imposed by the laws of Delaware.
The executive committee may determine its rules of procedure and the
notice to be given of its meetings, and it may appoint such committees and
assistants as it shall from time to time deem necessary. A majority of the
members of the committee shall constitute a quorum.
6. Other committees. The board of directors may by resolution
----------------
provide for such other committees as it deems desirable and may discontinue the
same at its pleasure. Each
<PAGE>
such committee shall have the powers and perform such duties, not inconsistent
with law, as may be assigned to it by the board.
7. Action without meetings. Any action required or permitted to be
-----------------------
taken at any meeting of the board of directors or any committee thereof may be
taken without meeting to the extent and in the manner authorized by the laws of
Delaware.
ARTICLE III
-----------
Officers
--------
1. Titles and election. The officers of the corporation shall be
-------------------
a president, a secretary and a treasurer, who shall initially be elected as soon
as convenient by the board of directors and thereafter, in the absence of
earlier resignations or removals, shall be elected at the first meeting of the
board following any annual stockholders' meeting, each of whom shall hold office
at the pleasure of the board except as may otherwise be approved by the board or
executive committee, or until his earlier resignation, removal under these By-
laws or other termination of his employment. Any person may hold more than one
office if the duties can be consistently performed by the same person, and to
the extent permitted by the laws of Delaware.
The board of directors, in its discretion, may also at any time elect
or appoint a chairman of the board of directors who shall be a director, and one
or more vice presidents, assistant secretaries and assistant treasurers and such
other officers as it may deem advisable, each of whom shall hold office at the
pleasure of the board, except as may otherwise be approved by the board or
executive committee, or until his earlier resignation, removal or other
termination of employment, and shall have such authority and shall perform such
duties as may be prescribed or determined from time to time by the board or in
case of officers other than the chairman of the board, if not so prescribed or
determined by the board, as the president or the then senior executive officer
may prescribe or determine.
The board of directors may require any officer or other employee or
agent to give bond for the faithful performance of his duties in such form and
with such sureties as the board may require.
2. Duties. Subject to such extension, limitations, and other
------
provisions as the board of directors or the By-laws may from time to time
prescribe or determine, the following officers shall have the following powers
and duties:
(a) Chairman of the Board. The chairman of the board, when
---------------------
present, shall preside at all meetings of the stockholders and of the
board of directors and shall be charged with general supervision of
the management and policy of the corporation, and shall have such
other powers and perform such other duties as the board of directors
may prescribe from time to time.
(b) President. Subject to the board of directors and the
---------
provisions of these By-laws, the president shall be the chief
executive officer of the corporation, shall exercise the powers and
authority and perform all of the duties commonly
<PAGE>
incident to his office, shall in the absence of the chairman of the
board preside at all meetings of the stockholders and of the board of
directors if he is a director, and shall perform such other duties as
the board of directors or executive committee shall specify from time
to time. The president or a vice president, unless some other person
is thereunto specifically authorized by the board of directors or
executive committee, shall sign all bonds, debentures, promissory
notes, deeds and contracts of the corporation.
(c) Vice President. The vice president or vice presidents shall
--------------
perform such duties as may be assigned to them from time to time by
the board of directors or by the president if the board does not do
so. In the absence or disability of the president, the vice
presidents in order of seniority may, unless otherwise determined by
the board, exercise the powers and perform the duties pertaining to
the office of president, except that if one or more executive vice
presidents has been elected or appointed, the person holding such
office in order of seniority shall exercise the powers and perform the
duties of the office of president.
(d) Secretary. The secretary or in his absence an assistant
---------
secretary shall keep the minutes of all meetings of stockholders and
of the board of directors, give and serve all notices, attend to such
correspondence as may be assigned to him, keep in safe custody the
seal of the corporation, and affix such seal to all such instruments
properly executed as may require it, and shall have such other duties
and powers as may be prescribed or determined from time to time by the
board of directors or by the president if the board does not do so.
(e) Treasurer. The treasurer, subject to the order of the board
---------
of directors, shall have the care and custody of the moneys, funds,
valuable papers and documents of the corporation (other than his own
bond, if any, which shall be in the custody of the president), and
shall have, under the supervision of the board of directors, all the
powers and duties commonly incident to his office. He shall deposit
all funds of the corporation in such bank or banks, trust company or
trust companies, or with such firm or firms doing a banking business
as may be designated by the board of directors or by the president if
the board does not do so. He may endorse for deposit or collection all
checks, notes, etc., payable to the corporation or to its order. He
shall keep accurate books of account of the corporation's
transactions, which shall be the property of the corporation, and
together with all its property in his possession, shall be subject at
all times to the inspection and control of the board of directors. The
treasurer shall be subject in every way to the order of the board of
directors, and shall render to the board of directors and/or the
president of the corporation, whenever they may require it, an account
of all his transactions and of the financial condition of the
corporation. In addition to the foregoing, the treasurer shall have
such duties as may be prescribed or determined from time to time by
the board of directors or by the president if the board does not do
so.
<PAGE>
3. Delegation of authority. The board of directors or the
-----------------------
executive committee may at any time delegate the powers and duties of any
officer for the time being to any other officer, director or employee.
4. Compensation. The compensation of the Chairman of the
------------
Board, the president, all vice presidents, the secretary and the treasurer shall
be fixed by the board of directors or the executive committee, and the fact that
any officer is a director shall not preclude him from receiving compensation or
from voting upon the resolution providing the same.
ARTICLE IV
----------
Resignations, Vacancies and Removals
------------------------------------
1. Resignations. Any director or officer may resign at any
------------
time by giving written notice thereof to the board of directors, the president
or the secretary. Any such resignation shall take effect at the time specified
therein or, if the time be not specified, upon receipt thereof; and unless
otherwise specified therein, the acceptance of any resignation shall not be
necessary to make it effective.
2. Vacancies.
---------
(a) Directors. When the office of any director becomes vacant or
---------
unfilled whether by reason of death, resignation, removal, increase in
the authorized number of directors or otherwise, such vacancy or
vacancies may be filled, subject to the rights of the holders of any
series of preferred stock then outstanding, by a majority vote of the
directors then in office, although less than a quorum. Any director so
elected by the board shall serve until the election and qualification
of his successor or until his earlier resignation or removal as
provided in these By-laws. The directors may also reduce their
authorized number by the number of vacancies in the board, in
accordance with the provisions of the certificate of incorporation,
provided such reduction does not reduce the board to less than the
minimum authorized by the laws of Delaware.
(b) Officers. The board of directors may at any time or from
--------
time to time fill any vacancy among the officers of the corporation.
3. Removals.
--------
(a) Directors. Except as may otherwise be prohibited or
---------
restricted under the laws of Delaware, the stockholders may, at any
meeting called for such purpose, remove any director from office, but
only for cause, as such term is defined in, and subject to the
provisions of, Article 8 of the certificate of incorporation.
(b) Officers. Subject to the provisions of any validly existing
--------
agreement, the board of directors may at any meeting remove from
office any
<PAGE>
officer, with or without cause, and may elect or appoint a successor;
provided that if action is to be taken to remove the president the
notice of meeting or waiver of notice thereof shall state that one of
the purposes thereof is to consider and take action on his removal.
ARTICLE V
---------
Capital Stock
-------------
1. Certificate of stock. Every stockholder shall be entitled to a
--------------------
certificate or certificates for shares of the capital stock of the corporation
in such form as may be prescribed or authorized by the board of directors, duly
numbered and setting forth the number and kind of shares represented thereby.
Such certificates shall be signed by the chairman of the board, the president or
a vice president and by the treasurer or an assistant treasurer or by the
secretary or an assistant secretary. Any or all of such signatures may be in
facsimile if and to the extent authorized under the laws of Delaware.
In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on a certificate has ceased to be such
officer, transfer agent or registrar before the certificate has been issued,
such certificate may nevertheless be issued and delivered by the corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.
2. Transfer of stock. Shares of the capital stock of the
-----------------
corporation shall be transferable only upon the books of the corporation upon
the surrender of the certificate or certificates properly assigned and endorsed
for transfer. If the corporation has a transfer agent or agents or transfer
clerk and registrar of transfers acting on its behalf, the signature of any
officer or representative thereof may be in facsimile.
The board of directors may appoint a transfer agent and one or more
co-transfer agents and a registrar and one or more co-registrars of transfer and
may make or authorize the transfer agents to make all such rules and regulations
deemed expedient concerning the issue, transfer and registration of shares of
stock.
3. Record dates.
------------
(a) In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the board of directors
may fix in advance a record date which, in the case of a meeting,
shall be not less than the minimum nor more than the maximum number of
days prior to the scheduled date of such meeting permitted under the
laws of Delaware and which, in the case of any other action, shall be
not more than the maximum number of days prior to any such action
permitted by the laws of Delaware.
<PAGE>
(b) If no such record date is fixed by the board, the record date
shall be that prescribed by the laws of Delaware.
(c) A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
4. Lost certificates. In case of loss or mutilation or
-----------------
destruction of a stock certificate, a duplicate certificate may be issued upon
such terms as may be determined or authorized by the board of directors or
executive committee or by the president if the board or the executive committee
does not do so.
<PAGE>
ARTICLE VI
----------
Fiscal Year, Bank Deposits, Checks, etc.
---------------------------------------
1. Fiscal Year. The fiscal year of the corporation shall commence
-----------
or end at such time as the board of directors may designate.
2. Bank deposits, checks etc. The funds of the corporation
-------------------------
shall be deposited in the name of the corporation or of any division thereof in
such banks or trust companies in the United States or elsewhere as may be
designated from time to time by the board of directors or executive committee,
or by such officer or officers as the board or executive committee may authorize
to make such designations.
All checks, drafts or other orders for the withdrawal of funds from
any bank account shall be signed by such person or persons as may be designated
from time to time by the board of directors or executive committee or as may be
designated by any officer or officers authorized by the board of directors or
executive committee to make such designations. The signatures on checks, drafts
or other orders for the withdrawal of funds may be in facsimile if authorized in
the designation.
ARTICLE VII
-----------
Books and Records
-----------------
1. Place of keeping books. Unless otherwise expressly required by
----------------------
the laws of Delaware, the books and records of the corporation may be kept
outside of Delaware.
2. Examination of books. Except as may otherwise be provided by
--------------------
the laws of Delaware, the certificate of incorporation or these By-laws, the
board of directors shall have power to determine from time to time whether and
to what extent and at what times and places and under what conditions any of the
accounts, records and books of the corporation are to be open to the inspection
of any stockholder. No stockholder shall have any right to inspect any account
or book or document of the corporation except as prescribed by statute or
authorized by express resolution of the stockholders or of the board of
directors.
ARTICLE VIII
------------
Notices
-------
1. Requirements of notice. Whenever notice is required to be
----------------------
given by statute, the certificate of incorporation or these By-laws, it shall
not mean personal notice unless so specified, but such notice may be given in
writing by depositing the same in a post office, letter box, or mail chute,
postpaid and addressee to the person to whom such notice is directed at the
address of such person on the records of the corporation, and such notice shall
be deemed given at the time when the same shall be thus mailed.
<PAGE>
2. Waivers. Any stockholder, director or officer may, in writing
-------
or by telegram or cable, at any time waive any notice or other formality
required by statute, the certificate of incorporation or these By-laws. Such
waiver of notice, whether given before or after any meeting or action, shall be
deemed equivalent to notice. Presence of a stockholder either in person or by
proxy at any stockholders' meeting and presence of any director at any meeting
of the board of directors shall constitute a waiver of such notice as may be
required by any statute, the certificate of incorporation or these By-laws.
ARTICLE IX
----------
Seal
----
The corporate seal of the corporation shall consist of two concentric
circles between which shall be the name of the corporation and in the center of
which shall be inscribed "Corporate Seal, Delaware".
ARTICLE X
---------
Powers of Attorney
------------------
The board of directors or the executive committee may authorize one or
more of the officers of the corporation to execute powers of attorney delegating
to named representatives or agents power to represent or act on behalf of the
corporation, with or without power of substitution.
In the absence of any action by the board or the executive committee,
the president, any vice president, the secretary or the treasurer of the
corporation may execute for and on behalf of the corporation waivers of notice
of stockholders' meetings and proxies for such meetings in any company in which
the corporation may hold voting securities.
ARTICLE XI
----------
Indemnification of Directors and Officers
-----------------------------------------
1. Definitions. As used in this article, the term "person" means
-----------
any past, present or future director or officer of the corporation or a
designated officer of an operating division of the corporation.
2. Indemnification granted. The corporation shall indemnify, to the
-----------------------
full extent and under the circumstances permitted by the Delaware General
Corporation Law in effect from time to time, any person as defined above, made
or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer of the corporation or
designated officer of an operating division of the corporation, or is or was an
employee or agent of the corporation, or is or was serving at the specific
request of the corporation as a director, officer, employee or agent of another
company or other enterprise in
<PAGE>
which the corporation should own, directly or indirectly, an equity interest or
of which it may be a creditor.
This right of indemnification shall not be deemed exclusive of any
other rights to which a person indemnified herein may be entitled by By-law,
agreement, vote of stockholders or disinterested directors or otherwise, and
shall continue as to a person who has ceased to be a director, officer,
designated officer, employee or agent and shall inure to the benefit of the
heirs, executors, administrators and other legal representatives of such person.
It is not intended that the provisions of this article be applicable to, and
they are not to be construed as granting indemnity with respect to, matters as
to which indemnification would be in contravention of the laws of Delaware or of
the United States of America whether as a matter of public policy or pursuant to
statutory provision.
3. Miscellaneous. The board of directors may also on behalf
-------------
of the corporation grant indemnification to any individual other than a person
defined herein to such extent and in such manner as the board in its sole
discretion may from time to time and at any time determine.
ARTICLE XII
-----------
Amendments
----------
These By-laws may be amended or repealed either:
(a) at any meeting of stockholders at which a quorum is present
by vote of at least sixty-six and two-thirds percent (66-2/3%) of the
number of shares of stock entitled to vote present in person or by
proxy at such meeting as provided in Article I Sections 5 and 6 of
these By-laws, or
(b) at any meeting of the board of directors by a majority vote
of the directors then in office;
provided the notice of such meeting of stockholders or directors or
waiver of notice thereof contains a statement of the substance of the proposed
amendment or repeal.
/s/ Shanler D. Cronk
- ---------------------------
Shanler D. Cronk, Secretary
<PAGE>
Exhibit 5
April 25, 2000
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 1,000,000
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.
2000 Stock Incentive Plan (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>
Roper Industries, Inc.
April 25, 2000
Page 2
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 23.1
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 LLP
-----------------------------
KPMG LLP
April 26, 2000
Atlanta, Georgia
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Roper Industries, Inc.
As independent public accountants, we hereby consent to the incorporation
of our report included in the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1999 (File No. 1-12273) into this Registration
Statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
April 26, 2000
Atlanta, Georgia
