Registration No. 333-_____
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.)
10801 Corporate Drive
Kenosha, Wisconsin 53141-1430
(Address of principal executive offices) (Zip Code)
Amended and Restated Snap-on Incorporated 1986 Incentive
Stock Program, as amended
(Full title of the plan)
__________________________
S. F. Marrinan
Vice President, Secretary & General Counsel
2801 - 80th Street
Kenosha, Wisconsin 53141-1410
(414) 656-5200
(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, 6,000,000 $32.8125(1) $196,875,000(1) $59,660
$1 par value shares
Preferred Stock 4,000,000 (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 October 23, 1996.
(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.
<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 30, 1995, which includes certified financial statements as of and
for the year ended December 30, 1995.
2. All other reports filed since December 30, 1995 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) Amended and Restated Snap-on Incorporated
1986 Incentive Stock Program, as amended
(incorporated herein by reference to Exhibit
A to the Company's Proxy Statement for its
Annual Meeting of Stockholders held April 26,
1996 filed on Schedule 14A, File No. 1-7724).
(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 30, 1995, 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 May
21, 1992 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 May
21, 1992 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).
(4.7) Amendment to Rights Agreement dated as of
June 28, 1996 (incorporated by reference to
Exhibit 1.1 to the Company's Amendment to
Form 8-A dated June 28, 1996 (Commission 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
October 23, 1996.
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, the
Registration Statement has been signed below as of October 23, 1996 by the
following persons in the capacities indicated. Each person whose
signature appears below constitutes and appoints Michael F. Montemurro and
Susan F. Marrinan, and each of them individually, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, including any
amendment or registration statement filed pursuant to Rule 462, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitutes, may lawfully do or cause
to be done by virtue hereof.
Signatures Title
/s/ R.A. Cornog Chairman of the Board,
R. A. Cornog President and Chief
Executive Officer (Principal
Executive Officer)
/s/ D.S. Huml Senior Vice President-
D. S. Huml Finance and Chief Financial
Officer (Principal Financial
Officer)
/s/ G.D. Johnson Controller (Principal
G. D. Johnson Accounting Officer)
/s/ D.W. Brinckman Director
D. W. Brinckman
/s/ B.S. Chelberg Director
B. S. Chelberg
/s/ R.J. Decyk Director
R. J. Decyk
/s/ R.F. Farley Director
R. F. Farley
/s/ A.L. Kelly Director
A. L. Kelly
/s/ G.W. Mead Director
G. W. Mead
/s/ E.H. Rensi Director
E. H. Rensi
/s/ J.H. Schnabel Director
J. H. Schnabel
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Amended and Restated Snap-on Incorporated
1986 Incentive Stock Program, as amended
(incorporated herein by reference to
Exhibit A to the Company's Proxy Statement
for its Annual Meeting of Stockholders held
April 26, 1996 filed on Schedule 14A, File
No. 1-7724).
(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 30, 1995,
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).
(4.7) Amendment to Rights Agreement dated as of
June 28, 1996 (incorporated by reference to
Exhibit 1.1 to the Company's Amendment to
Form 8-A dated June 28, 1996 (Commission
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).
SNAP-ON CORPORATION
2801 80th Street
Kenosha, Wisconsin 53141-1410
October 23, 1996
Snap-on Incorporated
2801-80th Street
Kenosha, Wisconsin 53141-1410
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
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
relating to shares of the Company's common stock, $1 par value ("Common
Stock"), and related preferred stock purchase rights (the "Rights") which
may be issued pursuant to the Amended and Restated Snap-on Incorporated
1986 Incentive Stock Program, as amended (the "Plan").
As Vice President, Secretary and General Counsel of the Company,
I am familiar with the Company's Restated Certificate of Incorporation and
By-laws, as amended, and with its affairs. I have examined or caused to
be examined (i) the Plan; (ii) a signed copy of the Registration
Statement; (iii) resolutions of the Company'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 Company is a corporation validly existing and in good
standing under the laws of the State of Delaware.
2. Subject to the second sentence of this paragraph, 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. Section 180.0622(2)(b) of the Wisconsin Statutes
provides that the shareholders of every corporation are personally liable
in an amount equal to the par value of the shares owned by them
respectively for all debts owing to employees of the corporation for
services performed for such corporation, but not exceeding six months'
service in any one case; although the Company is not incorporated in
Wisconsin, the Supreme Court of Wisconsin has construed this statutory
provision to apply to shareholders of foreign corporations licensed to do
business in Wisconsin, which would include the Company.
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,
/s/ Susan F. Marrinan
Susan F. Marrinan
Vice President, Secretary
and General Counsel
Exhibit 23.1
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 24, 1996 included in or incorporated by reference in Snap-on
Incorporated's Annual Report on Form 10-K for the year ended December 30,
1995 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
October 23, 1996.
