Registration No. 333-21277
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
AMENDMENT NO. 1
TO
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 Tools Corporation 401(k) Personal Savings Plan
Sun Electric Corporation Retirement Plan
Snap-on Tools Corporation Personal Savings Plan for Collective
Bargained Groups
Snap-on Incorporated 401(k) Savings Plan for Subsidiaries
(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)
_________________________________
Pursuant to Rule 429, the Prospectus referred to herein also
relates to the Registrant's Registration Statement on Form S-8,
Registration No. 33-57898.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
<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") or by the Snap-on Tools 401(k) Personal
Savings Plan, the Sun Electric Corporation Retirement Plan, the Snap-on
Tools Corporation Savings Plan for Collective Bargained Groups or the
Snap-on Incorporated 401(k) Savings Plan for Subsidiaries (collectively,
the "Plans") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
January 3, 1998, which includes certified financial statements of the
Company as of and for the year ended January 3, 1998.
2. The Plans' Annual Reports on Form 11-K for the year ended
December 28, 1996, as applicable, which include certified financial
statements of the Plans as of and for the year ended January 3, 1998.
3. All other reports filed since January 3, 1998 by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934.
4. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated January
12, 1978, including any amendment or report filed for the purpose of
updating such description.
5. The description of the Company's Preferred Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on Form
8-A, dated October 14, 1997, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company or the Plans
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 and certain officers. The Indemnification Agreements provide
generally that the Company must promptly advance directors and certain
officers all reasonable costs of defending against certain litigation upon
request, and must indemnify such director or officer against liabilities
incurred in connection with such litigation to the extent that such
director or officer is successful on the merits of the proceeding, or, if
unsuccessful, to the extent that such director or officer acted in good
faith. However, no indemnification will be made under the Agreement if
the director or officer is found to not have acted in good faith. The
advance is subject to repayment under certain circumstances.
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 exhibits filed herewith or incorporated herein by reference
are set forth on the attached Exhibit Index.
The undersigned Registrant has submitted the Plans to the
Internal Revenue Service ("IRS") in a timely manner and has made all
changes required by the IRS in order to qualify the Plans under Section
401 of the Internal Revenue Code of 1986, as amended.
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
March 31, 1998.
SNAP-ON INCORPORATED
By: /s/ D. S. Huml
D. S. Huml
Senior Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
R. A. Cornog* Chairman of the Board, March 31, 1998
President and Chief
Executive Officer (Principal
Executive Officer)
/s/ D. S. Huml Senior Vice President- March 31, 1998
D. S. Huml Finance and Chief Financial
Officer (Principal Financial
Officer)
/s/ N. T. Smith Controller (Principal March 31, 1998
N. T. Smith Accounting Officer)
Director March 31, 1998
B. M. Beronja*
D. W. Brinckman* Director March 31, 1998
B. S. Chelberg* Director March 31, 1998
R. J. Decyk* Director March 31, 1998
L. A. Hadley* Director March 31, 1998
A. L. Kelly* Director March 31, 1998
G. W. Mead* Director March 31, 1998
E. H. Rensi* Director March 31, 1998
Director March 31, 1998
R. F. Teerlink
*By:/s/ D. S. Huml
D.S. Huml
Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
following persons who administer the respective employee benefit plans
have duly caused this Registration Statement to be signed on behalf of
each by the undersigned, thereunto duly authorized, in the city of
Kenosha, State of Wisconsin, on March 31, 1998.
Snap-on Tools Corporation 401(k)
Personal Savings Plan
Sun Electric Corporation Retirement
Plan
Snap-on Tools Corporation Personal
Savings Plan for Collective Bargained
Groups
Snap-on Incorporated 401(k) Savings
Plan for Subsidiaries
By:/s/ Donald S. Huml
Donald S. Huml
Senior Vice President - Finance
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) 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 January 3,
1998, File No. 1-7724).
(4.2) 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).
(4.3) Rights Agreement dated as of August 22, 1997
between the Company and First Chicago Trust
Company of New York, as Rights Agent
(incorporated herein by reference to Exhibit 4 to
the Company's Current Report on Form 8-K dated
August 22, 1997, 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)
(24) Power of Attorney*
* Previously filed
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement filed on Form S-8 of our
reports dated January 27, 1998, included and incorporated by reference in
Snap-on Incorporated's Form 10-K for the fiscal year ended January 3, 1998
and all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
March 27, 1998
