Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
SNAP-ON INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 39-0622040
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2801 - 80th Street
Kenosha, Wisconsin 53141-1410
(Address of principal executive offices) (Zip Code)
Snap-on Incorporated Employee Stock Ownership Plan
(Full title of the plan)
__________________________
S. F. Marrinan
Vice President, Secretary & General Counsel
2801 - 80th Street
Kenosha, Wisconsin 53141-1410
(414) 636-5200
(Name, address and telephone number,
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registra-
be Registered Registered Per Share Price tion Fee
Common Stock, 650,000 $35.4375(1) $23,034,375(1) $7,943
$1 par value shares
Preferred Stock 650,000 (2) (2) (2)
Purchase Rights rights
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based upon the average of the high and low price of the Common
Stock as reported on the New York Stock Exchange on April 21,
1995.
(2) The value attributable to the Preferred Stock Purchase Rights is
reflected in the market price of the Common Stock to which the
Rights are attached.
_________________________________
Pursuant to Rule 429, the Prospectus referred to herein also
relates to the Registrant's Registration Statements on Form S-8 -
Registration No. 33-7471 and Form S-8 Registration No. 33-22417.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Snap-on
Incorporated (the "Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, which includes audited financial statements as of and
for the year ended December 31, 1994.
2. All other reports filed since December 31, 1994 by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, including any
amendment or report filed for the purpose of updating such description.
4. The description of the Company's Preferred Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on Form
8-A, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of filing of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
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 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.
Section 145 of the Delaware General Corporation Law permits
corporations to indemnify directors and officers. The statute generally
requires that to obtain indemnification the director or officer must have
acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation; and, additionally, in
criminal proceedings, that the officer or director had no reasonable cause
to believe his conduct was unlawful. In any proceeding by or in the right
of the corporation, no indemnification may be provided if the director or
officer is adjudged liable to the corporation (unless ordered by the
court). Indemnification against expenses actually and reasonably incurred
by a director or officer is required to the extent that such director or
officer is successful on the merits in the defense of the proceeding. The
Company's Bylaws provide generally for indemnification, to the fullest
extent permitted by Delaware law, of a director and officer who was or is
a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he is or was a
director or officer of the Company or was serving at the request of the
Company as a director, officer, employee or agent of certain other related
entities. The Bylaws provide that the indemnification will cover all
costs, charges, expenses, liabilities and losses reasonably incurred by
the director or officer. The Bylaws further provide that a director or
officer has the right to be paid expenses incurred in defending a
proceeding, except the amount of any settlement, in advance of its final
disposition upon receipt by the Company of an undertaking from the
director or officer to repay the advances if it is ultimately determined
that he is not entitled to indemnification.
The Company has entered into Indemnification Agreements with its
directors. The Indemnification Agreements provide generally that the
Company must promptly advance the director all reasonable costs of
defending against litigation. However, no indemnification will be made
under the Agreement if the director is found liable for willful
misconduct, unless the court finds that the nature of the conduct is such
that the director is fairly and reasonably entitled to indemnification.
The advance is subject to repayment if stockholders, legal counsel, a
quorum of disinterested directors or a panel of three arbitrators find
that the director has not met the required standards of conduct.
The directors and officers of the Company are also covered by
insurance policies indemnifying them (subject to certain limits and
exclusions) against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, as amended, which might be
incurred by them in such capacities and against which they cannot be
indemnified by the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) Snap-on Incorporated Employee
Stock Ownership Plan.
(4.2) Restated Certificate of
Incorporation of the Company
(incorporated herein by
reference to Exhibit 3(a) to the
Company's Annual Report on Form
10-K for the fiscal year ended
December 31, 1994, File No. 1-
7724).
(4.3) Bylaws of the Company
(incorporated herein by
reference to Exhibit 3(b) to the
Company's Annual Report on Form
10-K for the fiscal year ended
December 31, 1994, File
No. 1-7724).
(4.4) Rights Agreement dated as of
October 23, 1987 between the
Company and Harris Trust and
Savings Bank, as Rights Agent
(incorporated herein by
reference to Exhibit 1 to the
Company's Registration Statement
on Form 8-A dated October 26,
1987, File No. 1-7724).
(4.5) Amendment to Rights Agreement
dated as of October 23, 1987
between the Company and Harris
Trust and Savings Bank
(incorporated herein by
reference to Exhibit 1 to the
Company's Current Report on
Form 8-K dated June 4, 1992,
File No. 1-7724).
(4.6) Amendment to Rights Agreement
dated as of October 23, 1987
between the Company and Harris
Trust and Savings Bank
(incorporated herein by
reference to Exhibit 1 to the
Company's Current Report on
Form 8-K dated January 28, 1994,
File No. 1-7724).
(5) Opinion of Susan F. Marrinan,
Esq.
(23.1) Consent of Arthur Andersen LLP.
(23.2) Consent of Susan F. Marrinan,
Esq.
(contained in Exhibit 5 hereto)
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 of 1933, as amended;
(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, represents 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 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 Securities
Exchange Act of 1934, as amended, that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, 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,
that is incorporated by reference in this Registration Statement 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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.
<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 Kenosha, State of Wisconsin, on
April 28, 1995.
SNAP-ON INCORPORATED
By: /s/ R. A. Cornog
R. A. Cornog
Chairman of the Board, President
and Chief Executive Officer
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.
Signatures Title Date
/s/ R. A. Cornog Chairman of the April 28, 1995
R. A. Cornog Board, President
and Chief Executive
Officer (Principal
Executive Officer)
/s/ D. S. Huml Senior Vice April 28, 1995
D. S. Huml President-Finance
and Chief Financial
Officer (Principal
Financial Officer)
/s/ G. D. Johnson Controller
G. D. Johnson (Principal April 28, 1995
Accounting Officer)
/s/ D. W. Brinckman Director April 28, 1995
D. W. Brinckman
/s/ B. S. Chelberg Director April 28, 1995
B. S. Chelberg
/s/ R. J. Decyk Director April 28, 1995
R. J. Decyk
/s/ R. F. Farley Director April 28, 1995
R. F. Farley
/s/ A. L. Kelly Director April 28, 1995
A. L. Kelly
/s/ G. W. Mead Director April 28, 1995
G. W. Mead
/s/ E. H. Rensi Director April 28, 1995
E. H. Rensi
/s/ J. H. Schnabel Director April 28, 1995
J. H. Schnabel
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Snap-on Incorporated Employee Stock
Ownership Plan.
(4.2) Restated Certificate of Incorporation
of the Company (incorporated herein by
reference to Exhibit 3(a) to the
Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
1994, File No. 1-7724).
(4.3) Bylaws of the Company (incorporated
herein by reference to Exhibit 3(b) to
the Company's Annual Report on Form
10-K for the fiscal year ended
December 31, 1994, File No. 1-7724).
(4.4) Rights Agreement dated as of October
23, 1987 between the Company and
Harris Trust and Savings Bank, as
Rights Agent (incorporated herein by
reference to Exhibit 1 to the
Company's Registration Statement on
Form 8-A dated October 26, 1987, File
No. 1-7724).
(4.5) Amendment to Rights Agreement dated as
of October 23, 1987 between the
Company and Harris Trust and Savings
Bank (incorporated herein by reference
to Exhibit 1 to the Company's Current
Report on Form 8-K dated June 4, 1992,
File No. 1-7724).
(4.6) Amendment to Rights Agreement dated as
of October 23, 1987 between the
Company and Harris Trust and Savings
Bank (incorporated herein by reference
to Exhibit 1 to the Company's Current
Report on Form 8-K dated January 28,
1994, File No. 1-7724).
(5) Opinion of Susan F. Marrinan, Esq.
(23.1) Consent of Arthur Andersen LLP.
(23.2) Consent of Susan F. Marrinan, Esq.
(contained in Exhibit 5 hereto)
EXHIBIT 4.1
SNAP-ON INCORPORATED
EMPLOYEE STOCK OWNERSHIP PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to provide a method by which eligible employees
may purchase shares of Common Stock ("Stock") of Snap-on Incorporated (the
"Company"), by payroll deductions. It is the intention of the Company to
have the Plan qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986 and, therefore, the
provisions of the Plan shall be construed in a manner consistent with the
requirements of Section 423(b) of such Code.
2. ELIGIBILITY TO PARTICIPATE
A. Any employee of the Company or any of its subsidiaries (except
for part-time employees excludable under Section 423(b)(4) of the Code) at
the offering date shall be eligible to participate in the Plan.
B. In any event, no employee shall be granted an option:
(i) if, immediately after the grant, such employee would own or
hold outstanding options to purchase Stock possessing 5% or more of the
total combined voting power or value of all classes of stock of the
Company or any subsidiary of the Company; or
(ii) which permits his rights to purchase Stock under all
employee stock purchase plans of the Company and its subsidiaries to
accrue at a rate which exceeds $25,000 of fair market value of the Stock
(determined at the time such option is granted) for each calendar year in
which such stock option is outstanding at any time.
3. NUMBER OF SHARES TO BE OFFERED
An aggregate of 3,250,000 shares of Stock will be offered for subscription
under this Plan.
4. OFFERING DATES
The date of first offering under this Plan is May 15, 1970. An additional
and separate offering will be made on the 15th day of May in each
following year until the Plan is terminated by the Company, unless all of
the shares reserved hereunder are previously purchased. Each such year
from May 15 to the succeeding May 14 shall hereinafter be referred to as a
"Plan Year."
5. PRICE
The price per share will be the lesser of the market value of the Stock on
(i) May 15 of a Plan Year or (ii) the succeeding May 14 of such Plan Year.
Market value shall be the mean of the high and low prices for the Stock as
reported by the New York Stock Exchange.
6. METHOD OF PAYMENT
For each participant, payment is to be made through payroll deductions on
each payroll date applicable to the participant during the Plan Year
commencing with the first payroll date on or after June 1 of the Plan
Year, with no right of prepayment. Subject to further procedures which
may be established by the Board of Directors for the efficient operation
of the Plan, the specified payroll deduction must be in even dollar
amounts.
7. HOW AND WHEN TO ENTER THE PLAN
If an eligible employee wishes to subscribe, an authorization form
supplied by the Company must be signed and delivered to the Company
between May 15 and June 1 of the Plan Year. The employee shall indicate
on such authorization form the amount of payroll deduction which he has
elected. A separate authorization form must be filed for each Plan Year
during which an employee wishes to participate in the Plan.
8. USE OF FUNDS
All payroll deductions or other funds received or held by the Company
under this Plan may be used for any corporate purpose and need not be
segregated in any way. No interest will be paid or allowed under any
circumstances on any money paid by the participating employees.
9. EXERCISE OF OPTION
Unless a participant gives written notice to the Company as provided in
paragraph 12, his option to purchase Stock will be exercised automatically
for him at the termination of a Plan Year for the number of full shares of
Stock which the accumulated payroll deductions credited to his account at
that time will purchase at the applicable price; provided, however, that
not more than 2,000 shares of the Stock may be purchased in any Plan Year
by a participant employee. Any cash balance remaining in the employee's
account after the termination of a Plan Year will be carried forward to
the employee's account for the purchase of Stock during the next Plan Year
if the employee has elected to continue as a participant in the Plan.
Otherwise, the employee will receive a cash payment equal to the balance
of his account.
10. DELIVERY OF STOCK
Certificates for Stock purchased in each Plan Year will be issued and
delivered as soon as practicable after the end of such year. Until stock
certificates are issued, the employee will not have the rights or
privileges of a shareholder with respect to such shares.
11. REGISTRATION AND QUALIFICATION OF SHARES
The President may postpone the issuance of shares under the Plan for such
reasonable period of time as will enable the Company, if it so elects, to
cause a registration statement in respect of such shares to be filed and
to become effective under the Securities Act of 1933, as amended, or to
cause compliance with applicable provisions of any state securities law.
12. WITHDRAWAL FROM THE PLAN
A participant may withdraw the payroll deductions credited to his account
under the Plan by giving written notice to the Company. Such withdrawal
will become effective on the first day of the month following receipt of
notice thereof, provided notice is received at least 10 days before the
end of the preceding month. In any event an employee's right to withdraw
terminates at the end of a Plan Year. A participant who withdraws from
the Plan will not become eligible to again participate in the Plan until
the beginning of the next Plan Year.
13. TERMINATION OF EMPLOYMENT
In the event of any termination of a participant's continuous service with
the Company or a subsidiary, including death, the entire amount credited
to the account of such a participant shall be paid to the person entitled
thereto.
14. RIGHTS NOT TRANSFERABLE
An employee's rights under the Plan belong to him alone and may not be
sold, assigned, pledged or otherwise transferred in any manner and may not
be availed of for any purpose by any other person.
15. ADJUSTMENT UPON CHANGE IN CAPITALIZATION
If any option under this Plan is exercised subsequent to any stock
dividend, split-up, recapitalization, merger, consolidation, combination,
or exchange of shares, or the like, occurring after such option was
granted, as a result of which shares of any class shall be issued in
respect of the outstanding shares of Stock, or shares of Stock shall be
changed into the same or a different number of the same or another class
or classes, the number of shares to which such option shall be applicable
and the option price for such shares shall be appropriately adjusted by
the Company. Upon the occurrence of any event of the type described in
this paragraph 15, the Board of Directors shall also make appropriate
changes in the number of shares of Stock that may be offered under the
Plan and in the maximum number of shares that may be purchased by any
participant.
16. COSTS OF THE PLAN
The Company will assume all fees and expenses incurred in connection with
the Plan, including any original issue or transfer taxes which may be
applicable to shares issued thereunder.
17. ADMINISTRATION OF THE PLAN
A. Subject to direction of the Board of Directors, the President of
the Company shall administer the Plan and make such interpretations and
regulations as he deems desirable or necessary in connection with its
operation.
B. The Board of Directors of the Company at any time may suspend or
terminate the Plan. No option to purchase shares thereunder shall be
granted during any suspension of the Plan or after the Plan has been
terminated. The Board of Directors may amend the Plan from time to time
except that, without approval by the shareholders of the Company, no
amendment shall be made which would increase the aggregate number of
shares of Stock which may be subject to option under the Plan or change
the terms for computing the market value at which options may be
exercised. Should the Plan be suspended or terminated, any option granted
prior to such time shall not be canceled nor the terms or conditions
thereof altered as a result of such suspension or termination without the
consent of the participant.
18. SHAREHOLDER APPROVAL; EFFECTIVE DATE
This Plan was amended on January 27, 1995 by the Board of Directors, which
amendments shall be effective as of the Plan Year commencing May 15, 1995.
Section Number 3 regarding the number of shares to be offered for
subscription was amended by the Board of Directors, subject to approval by
the holders of outstanding shares of Stock entitled to vote thereon at the
next annual meeting of the Company's shareholders.
April 28, 1995
Snap-on Incorporated
10801 Corporate Drive
Lakeview Office
Kenosha, WI 53142
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 (the
"Registration Statement") to be filed by Snap-on Incorporated (the
"Corporation") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1993, as amended (the
"Securities Act"), relating to shares of the Corporation's common stock,
$1 par value ("Common Stock"), and related preferred stock purchase rights
(the "Rights") which may be issued pursuant to the Corporation's Employee
Stock Ownership Plan (the "Plan").
As Vice President, Secretary and General Counsel of the
Corporation, I am familiar with the Corporation's Restated Certificate of
Incorporation and By-laws, as amended. I have examined or caused to be
examined (i) the Plan; (ii) a signed copy of the Registration Statement;
(iii) resolutions of the Corporation's Board of Directors relating to the
authorization of the issuance of shares of Common Stock under the Plan;
and (iv) such other proceedings, documents and records as I have deemed
necessary or appropriate to enable me to render this opinion.
Based upon the foregoing, it is my opinion that:
1. The Corporation is a corporation validly existing and in
good standing under the laws of the State of Delaware.
2. The Common Stock when issued by the Company in the manner
and for the consideration contemplated under the Plan will be validly
issued, fully paid and nonassessable.
3. The Rights to be issued with the Common Stock have been
duly and validly authorized by all corporate action.
I consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and I further consent to the use of my name in the
Registration Statement. In giving this consent, I do not admit that I am
an "expert" within the meaning of Section 11 of the Securities Act or
within the category of persons whose consent is required by Section 7 of
the Securities Act.
Very truly yours,
Susan F. Marrinan
Vice President, Secretary
and General Counsel
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated
January 31, 1995 included (or incorporated by reference) in Snap-on
Incorporated's Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
April 24, 1995
