<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
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(Address of principal executive offices)
Roper Industries, Inc. Employee Stock Purchase Plan
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(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 500,000 $30.41 $15,205,000 $4,015
Stock
Preferred Stock 500,000
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 Employee Stock Purchase 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
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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
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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
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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.
(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)).
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. Employee Stock Purchase Plan (Incorporated
by reference to Annex B 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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board,
President and Chief Executive April 26, 2000
/s/ Derrick N. Key Officer
- ------------------------------------
Derrick N. Key Director
/s/ Martin S. Headley Vice President and Chief April 26, 2000
- ------------------------------------
Martin S. Headley Financial Officer
/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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/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
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<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
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)).
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. Employee Stock Purchase Plan (Incorporated by reference to
Annex B of the Registrant's definitive Proxy Statement, dated February 4, 2000).
</TABLE>
<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 500,000
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.
Employee Stock Purchase 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
