<PAGE>
As filed with the Securities and Exchange Commission on July 17, 1998
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AFC CABLE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-1517994
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
50 Kennedy Plaza, Suite 1250
Providence, Rhode Island 02903
(Address of Principal Executive Offices)
1998 EQUITY INCENTIVE PLAN
---------------------------
(Full Title of the Plan)
Raymond H. Keller
Vice President and Chief Financial Officer
AFC Cable Systems, Inc.
55 Samuel Barnet Boulevard
New Bedford, Massachusetts 02745
(508) 998-1131
--------------------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
To Be To Be Offering Price Aggregate Offering Registration
Registered(1) Registered Per Share(1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
Par Value $.01 600,000 Shares $37.13 $22,278,000 $6,572
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee. For
the purpose of determining the registration fee, the Maximum Offering Price
Per Share and Aggregate Offering Price have been determined, pursuant to
Rule 457(h) of the Securities Act of 1933, on the basis of the average of
the high and low prices of the common stock, par value $.01 per share (the
"Common Stock"), of AFC Cable Systems, Inc., reported on the National
Association of Security Dealers, Inc. Automated Quotations National Market
System on July 15, 1998.
Exhibit Index on Page 6
Page 1 of 6 Pages.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
AFC Cable Systems, Inc. (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:
(a) The Registrant's Prospectus as filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, on April 16, 1998 (the
"Prospectus"), in connection with the Registrant's public offering of
Common Stock pursuant to a Registration Statement on Form S-3 (No.
333-50263) (the "S-3 Registration Statement") and containing audited
financial statements for the year ended December 31, 1997.
(b) The Registrant's Quarterly Report on Form 10Q as filed with the
Commission pursuant to Section 13 under the Securities Exchange Act of
1934 (the "Exchange Act") on May 12, 1998.
(c) Description of the Common Stock of the Registrant contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12(g) under the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Section
13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Certificate of Incorporation provides that
the directors of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that the exculpation from liabilities is not permitted
under the Delaware General Corporation Law as in effect at the time such
liability is
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<PAGE>
determined. The Restated Certificate of Incorporation also provides that the
Registrant shall indemnify its directors and officers to the full extent
permitted by the laws of the State of Delaware.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
4.1. Restated Certificate of Incorporation is incorporated herein by
reference to Exhibit 3.1 of the Registrant's Registration Statement on
Form S-1 (File No. 33-87884).
4.2. By-laws of the Registrant are incorporated herein by reference to
Exhibit 3.2 of the Registrant's Registration Statement on Form S-1
(File No. 33-70234).
5. Opinion of Ropes & Gray.
23.1. Consent of Ernst & Young LLP.
23.2. Consent of Ropes & Gray (See Exhibit 5).
24. Power of Attorney (Included on Signature Pages).
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 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered herein, 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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<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
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<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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Bedford, The Commonwealth of Massachusetts,
on this 30th day of June, 1998.
AFC CABLE SYSTEMS, INC.
By: /s/ Raymond H. Keller
---------------------------------
Name: Raymond H. Keller
Title: Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes Ralph R. Papitto and Raymond H. Keller, and
each of them singly, his true and lawful attorneys with full power to them, and
each of them singly, to sign for him and in his name in the capacities indicated
below any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, and he hereby ratifies and confirms his
signature as it may be signed by said attorneys, or any of them, to any and all
such amendments.
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
<S> <C> <C>
/s/ Ralph R. Papitto Chief Executive Officer and June 30, 1998
- ---------------------- Director (Principal Executive
Ralph R. Papitto Officer)
/s/ Raymond H. Keller Chief Financial Officer and June 30, 1998
- ---------------------- Director (Principal Financial
Raymond H. Keller and Accounting Officer)
/s/ Robert R. Wheeler President and Director June 30, 1998
- ----------------------
Robert R. Wheeler
/s/ Malcolm M. Donahue Director June 30, 1998
- ----------------------
Malcolm M. Donahue
/s/ Anthony J. Santoro Director June 30, 1998
- ----------------------
Anthony J. Santoro
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Title of Exhibit Page
------ ---------------- ----
<S> <C> <C>
4.1. Restated Certificate of
Incorporation incorporated herein by
reference to Exhibit 3.1 of the
Registrant's Registration Statement
on Form S-1 (File No. 33- 87884).
4.2. By-laws of the Registrant
incorporated herein by reference to
Exhibit 3.2 of the Registrant's
Registration Statement of Form S-1
(File No. 33-70234).
5. Opinion of Ropes & Gray.
23.1. Consent of Ernst & Young
LLP.
23.2. Consent of Ropes & Gray
(See Exhibit 5).
24. Power of Attorney
(See Signature Page).
</TABLE>
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<PAGE>
[LETTERHEAD]
July 17, 1998
AFC Cable Systems, Inc.
55 Samuel Barnet Boulevard.
New Bedford, MA 02745
Re: AFC Cable Systems, Inc.
Ladies & Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 600,000 shares of Common Stock, par value $.01 per share (the
"Shares"), of AFC Cable Systems, Inc., a Delaware corporation (the "Company").
We have acted as counsel for the Company and are familiar with the
actions taken by the Company in connection with the 1998 Equity Incentive Plan
(the "Plan"). For purposes of this opinion we have examined the Plan and such
other documents, records, certificates and other instruments as we have deemed
necessary.
We express no opinion as to the applicability of compliance with or
effect of Federal law or the law of any jurisdiction other than The Commonwealth
of Massachusetts and the General Corporation law of the State of Delaware.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Shares have been issued and sold and consideration
received therefor by the Company in accordance with the terms of the Plan, the
Shares will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
<PAGE>
AFC Cable Systems, Inc. -2- July 17, 1998
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
/s/ Ropes & Gray
-------------------------
Ropes & Gray
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1998 Equity Incentive Plan of AFC Cable Systems,
Inc. of our report dated February 17, 1998, with respect to the consolidated
financial statements and schedules of AFC Cable Systems, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Providence, Rhode Island
July 13,1998
