<PAGE> 1
As filed with the Securities and Exchange Commission on October 25, 1999.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL CABLE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
4 TESSENEER DRIVE
HIGHLAND HEIGHTS, KENTUCKY 41076
(Address of Principal Executive Offices) (Zip Code)
06-1398235
(I.R.S. Employer Identification Number)
BICCGENERAL CABLE INDUSTRIES, INC.
401(K) SAVINGS PLAN
(Full title of the plan)
STEPHEN RABINOWITZ
Chairman 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
Executive Vice President, General Counsel and Secretary
General Cable Corporation
4 Tesseneer Drive
Highland Heights, Kentucky 41076
(606) 572-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================== =================== ======================== ====================== ==================
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
<S> <C> <C> <C> <C> <C> <C>
Common Stock, par value $.01 per 300,000 $ 7.63 (2) $2,289,000 (2) $636.34
share
================================== =================== ======================== ====================== ==================
<FN>
(1) 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 the Plan described herein.
(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 October 20, 1999.
</TABLE>
<PAGE> 2
General Cable Corporation (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register up to 300,000 shares of its Common
Stock under the BICCGeneral Cable Industries, Inc. 401(k) Savings Plan.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the BICCGeneral Cable Industries, Inc.
401(k) Savings Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The document(s) containing the information specified in Item 2 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by the Registrant
with the Commission are hereby incorporated by reference in this Registration
Statement:
(i) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(ii) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ending March 31, 1999 and June 30, 1999;
(iii) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report referred to in (i) above; and
(iv) The description of the Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 1-12983), as filed with the Commission on May
14, 1997, pursuant to Section 12(b) of the Securities Exchange Act of 1934 as
incorporated by reference from the Registrant's Form S-1 (File No. 333-22961)
first filed with the Commission on March 7, 1997.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents. Any statement contained in the
documents incorporated, or deemed to be incorporated, be reference herein or
therein shall be deemed to be modified or superseded for purposes of this
Registration Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
The Registrant shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
<PAGE> 3
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Robert
J. Siverd, Executive Vice President of the Registrant, General Cable
Corporation, 4 Tesseneer Drive, Highland Heights, Kentucky 41076, telephone
number (606) 572-8000.
All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to authority conferred by Section 102 of the Delaware General
Corporation Law ("DGCL"), Article VII of the Registrant's Certificate of
Incorporation contains provisions which eliminate personal liability of members
of its board of directors for violations of their fiduciary duty of care.
Neither the DGCL nor the Certificate of Incorporation, however, limits the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase under circumstances where such
payment or repurchase is not permitted under the DGCL, or obtaining an improper
personal benefit. Article VII of the Registrant's Certificate of Incorporation
also provides that if the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, the liability of a
director of the Registrant shall be eliminated or limited to the fullest extent
permitted by the DGCL, as amended.
In accordance with Section 145 of the DGCL, which provides for the
indemnification of directors, officers and employees under certain
circumstances, Article XIV of the Registrant's Bylaws provides that the
Registrant is obligated to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the Registrant in
which such person has been adjudged liable to the Registrant) by reason of the
fact that he is or was a director, officer or employee of the Registrant, or is
or was a director, officer or employee of the Registrant serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Registrant, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. In the case of any action, suit or proceeding by or in the
right of the Registrant in which a claim, issue or matter as to which such
person shall have been adjudged to be liable to the Registrant, such person
shall be indemnified only to the extent that the Court of Chancery of the State
of Delaware or the court in which such action or suit was brought has determined
that such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
The Registrant currently maintains an insurance policy that provides
coverage pursuant to which the Registrant is to be reimbursed for amounts it may
be required or permitted by law to pay to indemnify directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
<PAGE> 4
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.
Exhibit No. Description
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4.1 Amended and Restated Certificate of Incorporation of
General Cable Corporation, filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File No.
333-22961) as amended, declared effective by the
Commission on May 15, 1997, and incorporated by reference
herein.
4.2 Amended and Restated Bylaws of General Cable
Corporation, filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-22961) as
amended, declared effective by the Commission on May 15,
1997 and incorporated by reference herein.
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).
Pursuant to the requirements of Item 8 of Form S-8, the Registrant
hereby undertakes to submit the Plan and any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and to make all changes required by
the IRS in order to qualify the Plan.
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 Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" Table in the effective Registration
Statement; and
(iii) to include any additional material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement.
2. That, for the purpose of determining any liability under the
Securities 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.
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities 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
Securities 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 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 Securities Act and will be governed by
the final adjudication of such issue.
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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
20th day of October, 1999.
GENERAL CABLE CORPORATION
By: /s/ Stephen Rabinowitz
-------------------------------------------
Stephen Rabinowitz
Chairman 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.
<TABLE>
<CAPTION>
Signature Capacity Date
-------------------------------- ------------------------------------ ------------------------
<S> <C> <C>
/s/ Stephen Rabinowitz Chairman, Chief Executive Officer October 20, 1999
-------------------------------- (Principal Executive Officer) and
Stephen Rabinowitz Director
Executive Vice President,
/s/ Christopher F. Virgulak Chief Financial Officer and October 20, 1999
-------------------------------- Treasurer (Principal Financial and
Christopher F. Virgulak Accounting Officer)
/s/ Gregory B. Kenny President and Chief Operating October 20, 1999
-------------------------------- Officer and Director
Gregory B. Kenny
/s/ Gregory E. Lawton Director October 20, 1999
--------------------------------
Gregory E. Lawton
/s/ Jeffrey Noddle Director October 20, 1999
--------------------------------
Jeffrey Noddle
/S/ Robert L. Smialek Director October 20, 1999
--------------------------------
Robert L. Smialek
/s/ John E. Welsh, III Director October 20, 1999
--------------------------------
John E. Welsh, III
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Highland Heights, Kentucky, on this
20th day of October, 1999.
BICCGENERAL CABLE INDUSTRIES, INC.
401(K) SAVINGS PLAN
By: /s/ Robert J. Siverd
--------------------------------------------
Name: Robert J. Siverd
Title: Member, Retirement Plans Committee of GK
Technologies Incorporated
<PAGE> 7
EXHIBIT INDEX
S-B EXHIBIT NUMBERS DESCRIPTION
- ------------------- -----------
4.1 Amended and Restated Certificate of Incorporation of
General Cable Corporation, filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File No.
333-22961) as amended, declared effective by the SEC on May
15, 1997, and incorporated by reference herein.
4.2 Amended and Restated Bylaws of General Cable Corporation,
filed as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-22961) as amended,
declared effective by the SEC on May 15, 1997 and
incorporated by reference herein.
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).
<PAGE> 1
EXHIBIT 5.1
Robert J. Siverd
Executive Vice President,
General Counsel and Secretary
Telephone: (606) 572-8890
Facsimile: (606) 572-8444
October 20, 1999
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 300,000 shares of the Company's Common Stock, $.01 par
value (the "Shares") issuable under the BICCGeneral Cable Industries, Inc.
401(k) Savings 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 300,000
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
<PAGE> 1
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, 1999,
appearing in the Annual Report on Form 10-K of General Cable Corporation for the
year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
October 22, 1999
