<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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 Ben Burton Road
Bogart, Georgia 30622
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(Address of principal executive offices)
Roper Industries, Inc. Employees' Retirement Savings 003 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)
________________________________
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 500,000 $30.41 $15,205,000 $4,015
Preferred Stock
Purchase Rights(3) 500,000
====================================================================================================================
</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 Employees' Retirement Savings 003 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. Pursuant to a separate Registration
Statement on Form S-8 (Reg. No. 33-71094), the Registrant previously
registered 500,000 shares of Common Stock not included in the above figure
subject to issuance under the Plan.
<PAGE>
(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 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>
Incorporation by reference of contents of Registration Statement on Form S-8
(File No. 33-70194).
The contents of the Registration Statement on Form S-8 filed by the Registrant
on November 1, 1993, (File No. 33-71094) 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 [Incorporated by reference to Exhibit 3.1 to the
Registrants Annual Report on Form 10-K filed January 21, 1998.]
4.2 By-Laws Amended and Restated as of February 22, 2000. (Incorporated
by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-8 filed April 26, 2000 (File No. 333-35648)).
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (see signature pages to this Registration
Statement).
<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 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 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, President April 26, 2000
- --------------------------------- and Chief Executive Officer
Derrick N. Key
/s/ Martin S. Headley Vice President and Chief Financial
- --------------------------------- Officer April 26, 2000
Martin S. Headley
/s/ Kevin G. McHugh Controller April 26, 2000
- ---------------------------------
Kevin G. McHugh
/s/ W. Lawrence Banks Director April 26, 2000
- ---------------------------------
W. Lawrence Banks
/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
/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
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
(Incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 filed April 26, 2000 (File No.
333-35648)).
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (see signature pages to this Registration
Statement).
<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
