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As filed with the Securities and Exchange Commission on July 15, 1998.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL CABLE CORPORATION
(Exact name of Registrant as specified in its charter)
<S> <C> <C>
Delaware 4 Tesseneer Drive 06-1398235
(State or other jurisdiction of Highland Heights, Kentucky 41076 (I.R.S. Employer
incorporation or organization) (Address of Principal Executive Offices) (Zip Code) Identification Number)
GENERAL CABLE CORPORATION
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
STEPHEN RABINOWITZ
Chairman, President and Chief Executive Officer
General Cable Corporation
4 Tesseneer Drive
Highland Heights, Kentucky 41076
(606) 572-8000
(Name, address, including zip code and
telephone number, including area code,
of agent for service)
Copies of Communications to:
ROBERT J. SIVERD, ESQUIRE FRANCIS E. DEHEL, ESQUIRE
Executive Vice President, General Counsel and Secretary Blank Rome Comisky & McCauley LLP
General Cable Corporation One Logan Square
4 Tesseneer Drive Philadelphia, Pennsylvania 19103-6998
Highland Heights, Kentucky 41076 (215) 569-5500
(606) 572-8890
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 1,050,000 $ 27.28 (2) $28,644,000.00 (2) $8,260.00
per share
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of shares as may
be issued pursuant to stock splits, stock dividends and certain
anti-dilution provisions contained in the Plans.
(2) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457(c) and (h), based upon the average of the high and
low prices of the General Cable Corporation common stock, par value $.01
per share (the "Common Stock") on the New York Stock Exchange on July 13,
1998.
Rule 429 Legend: The prospectus which will be used in connection with the
sale of the securities covered by this Registration Statement issued pursuant to
the General Cable Corporation 1997 Stock Incentive Plan will also be used in
connection with the sale of securities covered by Registration Statement on Form
S-8 (Registration No. 333- 28965) filed with the Securities and Exchange
Commission (the "Commission") on June 11, 1997.
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The purpose of this Registration Statement is to register an additional
1,050,000 shares of Common Stock for issuance pursuant to the General Cable
Corporation 1997 Stock Incentive Plan (the "Plan") as a result of an amendment
to such Plan. Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 333- 28965, filed with the Commission on June 11,
1997, are incorporated herein by reference, except Item 5 is amended and
restated in its entirety as set forth below.
Item 5. Interest of Named Experts and Counsel
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The validity of the Common Stock offered hereby has been passed upon by
Robert J. Siverd, Executive Vice President, General Counsel and Secretary to the
Company. Mr. Siverd has received 12,615 shares underlying stock awards and
57,000 shares underlying stock options under the Plan and may receive future
grants under the Plan.
Item 8. Exhibits
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The following exhibits are filed as part of this Registration Statement or,
where so indicated, have been previously filed and are incorporated herein by
reference.
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Exhibit No. Description
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5.1 Opinion of Robert J. Siverd, Esquire.
23.1 Consent of Robert J. Siverd, Esquire (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page).
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Highland Heights, Kentucky on this 13th day of July, 1998.
GENERAL CABLE CORPORATION
By: /s/ Stephen Rabinowitz
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Stephen Rabinowitz
Chairman, President and Chief
Executive Officer
Each person whose signature appears below hereby authorizes Stephen
Rabinowitz to file one or more Amendments, including Post-Effective Amendments,
to this Registration Statement, which Amendments may make such changes as
Stephen Rabinowitz deems appropriate, and each person whose signature appears
below, individually and in each capacity stated below hereby appoints Stephen
Rabinowitz as attorney-in-fact to execute in his name and on his behalf any such
Amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
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SIGNATURE Capacity Date
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<S> <C> <C>
/s/ Stephen Rabinowitz Chairman, President and July 13, 1998
- --------------------------------------- Chief Executive Officer
Stephen Rabinowitz (Principal Executive Officer)
/s/ Christopher F. Virgulak Executive Vice President, July 13, 1998
- --------------------------------------- Chief Financial Officer and
Christopher F. Virgulak Treasurer (Principal Financial
and Accounting Officer)
/s/ Gregory B. Kenny Executive Vice President and July 13, 1998
- --------------------------------------- Chief Operating Officer and
Gregory B. Kenny Director
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SIGNATURE Capacity Date
- --------------------------------------- ------------------------------ -------------
<S> <C> <C>
/s/ Gregory E. Lawton Director July 13, 1998
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Gregory E. Lawton
/s/ Jeffrey Noddle Director July 13, 1998
- ---------------------------------------
Jeffrey Noddle
/s/ Robert L. Smialek Director July 13, 1998
- ---------------------------------------
Robert L. Smialek
/s/ John E. Welsh, III Director July 13, 1998
- ---------------------------------------
John E. Welsh, III
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EXHIBIT 5.1
Robert J. Siverd
Executive Vice President,
General Counsel and Secretary
Telephone: (606) 572-8890
Facsimile: (606) 572-8444
July 13, 1998
General Cable Corporation
4 Tesseneer Drive
Highland Heights, KY 41076
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I am Executive Vice President, General Counsel and Secretary of General
Cable Corporation, a Delaware corporation (the "Company"), and have acted as
counsel to the Company in connection with the registration under the Securities
Act of 1933, as amended, on Form S-8 (the "Registration Statement") of up to
1,050,000 shares of the Company's Common Stock, $.01 par value (the "Shares")
issuable under the General Cable Corporation 1997 Stock Incentive Plan (the
"Plan").
As counsel for the Company, I have made such legal and factual examinations
and inquiries as I deemed advisable for the purpose of rendering this opinion.
In addition, I have examined such documents and materials, including the Amended
and Restated Certificate of Incorporation and Amended and Restated Bylaws of the
Company, and other corporate records of the Company as I have deemed necessary
and appropriate for the purpose of this opinion.
On the basis of the foregoing, I am of the opinion that the 1,050,000
shares of Common Stock of the Company registered for issuance pursuant to the
Registration Statement, are currently validly authorized and, when issued as
contemplated by the Plan and the Registration Statement, will be legally issued,
fully paid and nonassessable shares of Common Stock of the Company.
I hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and amendments thereto.
Very truly yours,
Robert J. Siverd
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of General Cable Corporation on Form S-8 of our report dated January 28, 1998,
appearing in the Annual Report on Form 10-K of General Cable Corporation for the
year ended December 31, 1997.
Deloitte & Touche LLP
Cincinnati, Ohio
July 13, 1998
