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As filed with the Securities and Exchange Commission on September 6, 1995.
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPS TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
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Pennsylvania 23-1116110
(State of Incorporation) (I.R.S. Employer Identification No.)
101 Greenwood Avenue, Suite 470, Jenkintown, PA 19046
(Address of Principal Executives Offices) (Zip Code)
SPS 1988 LONG TERM INCENTIVE STOCK PLAN (As amended, effective May 2, 1995)
SPS Technologies, Inc. Copies to:
101 Greenwood Avenue, Suite 470 Baldo M. Carnecchia, Jr., Esquire
Jenkintown, PA 19046 Montgomery, McCracken, Walker & Rhoads
(Name and address of agent for service) Three Parkway, 20th Floor
(215) 517-2000 Philadelphia, PA 19102
(Telephone number of agent for service) (215) 665-7218
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed
Securities to to be Maximum Offering Maximum Aggregate
be Registered Registered(1) Price per Share Offering Price Fee
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Common Stock, 300,000 $39.125(2) $11,737,500(3) $4,047.09(4)
par value
$1.00 per share
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(1) There are also being registered hereunder such additional number of
shares as may be issued pursuant to the anti-dilution provisions of the
Plan.
(2) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
the registration fee, based on the average of the high and low prices
reported in the consolidated reporting system of the Company's Common
Stock on August 30, 1995 through the New York Stock Exchange.
(3) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h).
(4) Fee required by Section 6(b) of the Securities Act of 1933.
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Sequentially numbered original consisting of 10 pages.
Exhibit Index is located at sequential page 8.
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General Instructions - Paragraph E. Registration of Additional Securities
This Registration Statement on Form S-8 of SPS Technologies, Inc.
("Registrant") relates to the registration of additional securities of the
same class as other securities for which a registration statement is already
effective. On May 2, 1995, the shareholders of the Registrant approved an
amendment to the SPS 1988 Long Term Incentive Stock Plan (the "Plan") that
increases by 300,000 shares the total number of shares available for grant or
award thereunder (as well as effecting certain other changes). As of August
22, 1995, 3,825 Shares have been issued under the Plan as Restricted Share
Awards; Options to purchase 571,925 Shares have been issued and exercised
under the Plan; and Options to purchase 765,261 Shares have been issued under
the Plan, have neither expired nor been exercised, and are outstanding.
Accordingly, 308,989 Shares are available for award as of that date under the
Plan. The total number of shares covered by the Plan, since its inception, is
1,650,000. This Registration Statement incorporates by reference all prior
registration statements filed on Form S-8 with respect to the Plan, including
Registration Statements No. 33-51827, No. 33-23778, No. 2-64082 and No.
2-90908.
Part II - Information Required In The Registration Statement
Item 3. Incorporation of Documents by Reference.
The documents listed below and all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") (prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold) shall be
deemed incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing such documents:
(1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994;
(2) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1995 and June 30, 1995;
(3) The Registrant's Current Report on Form 8-K filed on
August 28, 1995;
(4) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the Registrant's fiscal year covered by the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1994;
and
(5) The description of the Common Stock to be offered by the
Registrant, contained in a Registration Statement registering such Common
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Stock under Section 12 of the Exchange Act, including any amendment or report
filed by the Registrant for the purpose of updating such description.
Item 4. Description of Securities.
Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Exhibit 5 to this Registration Statement contains the opinion of
Aaron Nerenberg, Esquire, Vice President, General Counsel and Secretary of the
Registrant. Mr. Nerenberg, as a participant in the Plan eligible to receive
grants of stock options and restricted shares thereunder, owns outright 2,750
shares of Common Stock, and holds options to purchase up to 23,002 additional
shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Under Article IX of the Registrant's By-laws, indemnification of
directors and officers is mandatory to the fullest extent permitted by
Pennsylvania law, except in the case where the act or failure to act is
determined by a court to have constituted willful misconduct or recklessness.
Additionally, the Registrant has executed an Indemnification Agreement with
each of its directors and officers providing for indemnification in all
circumstances except where (i) payment of an individual's indemnifiable
liability is made under an insurance policy maintained by the Registrant; (ii)
indemnification occurs under a provision of the Registrant's Articles of
Incorporation, By-laws or otherwise than under the Indemnification Agreement;
(iii) the individual is determined to have received a personal pecuniary
profit to which he or she was not entitled; (iv) a successful claim is made
for an accounting of profits made from the purchase or sale of securities of
the Registrant or for illegal use of material, nonpublic information of
Registrant; or (v) such indemnification is finally determined to be unlawful.
Subchapter B of Chapter 5, and Subchapters B, C and D of Chapter 17 of
Pennsylvania's Business Corporation Law of 1988, as amended, contain relevant
statutory provisions. The Registrant also has a policy of directors' and
officers' liability insurance.
Item 7. Exemption From Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
DESCRIPTION EXHIBIT NO.
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(4) Instruments defining the rights of security Incorporated by
holders, including indentures reference
(5) Opinion re legality 5
(15) Letter re unaudited interim financial Not applicable
information
(23) Consents of experts and counsel 23, 5
(24) Power of attorney Not applicable
(25) Statement of eligibility of trustee Not applicable
(27) Financial data schedule Not applicable
(28) Information from reports furnished to Not applicable
state insurance regulatory authorities
(99) Additional exhibits Not applicable
Item 9. Undertakings.
The 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 ("1933 Act"); (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; (iii) to include any material information with respect
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to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement; provided, however, that paragraphs (1)(i) and (1)(ii) hereof shall
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(a) or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
1933 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 the time shall be deemed to be the initial bona
fide offering thereof; and
(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.
The Registrant hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
The Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each person to whom the prospectus is sent or
given a copy of the Registrant's Annual Report to Shareholders for its last
fiscal year, unless such employee otherwise has received a copy of such
report, in which case the Registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report on written
request of the employee. If the last fiscal year of the Registrant has ended
within 120 days prior to the use of the Prospectus, the annual report of the
Registrant for the preceding fiscal year may be so delivered, but within such
120-day period the annual report for the last fiscal year will be furnished to
each such employee.
Insofar as indemnification for liabilities arising under the 1933
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 1933 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
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court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jenkintown, Commonwealth of Pennsylvania, on the
31st of August, 1995.
SPS TECHNOLOGIES, INC.
By: /s/ William M. Shockley
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Name: William M. Shockley
Title: Vice President, Chief Financial
Officer and Controller
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Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
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Signatures Title Date
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/s/ Charles W. Grigg Chief Executive Officer August 31, 1995
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Charles W. Grigg
/s/ Harry J. Wilkinson President and August 31, 1995
- --------------------------------------------- Chief Operating Officer
Harry J. Wilkinson
/s/ William M. Shockley Vice President, Chief Financial August 31, 1995
- --------------------------------------------- Officer and Controller
William M. Shockley
/s/ Howard T. Hallowell, III Director August 31, 1995
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Howard T. Hallowell, III
/s/ Dr. John Francis Lubin Director August 31, 1995
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Dr. John Francis Lubin
/s/ Raymond P. Sharpe Director August 31, 1995
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Raymond P. Sharpe
/s/ Paul F. Miller, Jr. Director August 31, 1995
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Paul F. Miller, Jr.
/s/ Eric M. Ruttenberg Director August 31, 1995
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Eric M. Ruttenberg
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EXHIBIT INDEX
Exhibit Page
Number Description Number
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5 Opinion and Consent of Aaron Nerenberg, Vice 9
President, Corporate Counsel and Secretary, SPS
Technologies, Inc.
23 Consent of Coopers & Lybrand 10
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TO THE BOARD OF DIRECTORS OF
SPS TECHNOLOGIES, INC.
Gentlemen:
I have acted as counsel for SPS Technologies, Inc., a Pennsylvania corporation
(the "Company"), in connection with the Company's preparation and filing of a
Registration Statement on Form S-8 relating to 300,000 shares (the "Shares")
of the Company's Common Stock, par value $1.00 per share, to be offered
pursuant to the SPS 1988 Long Term Incentive Stock Plan (as amended, effective
May 2, 1995) (the "Plan"). On May 2, 1995, the shareholders of the Company
approved the addition to the Plan of 300,000 shares of the Company's Common
Stock which, when added to the 1,350,000 shares of Common Stock of the Company
as to which a registration statement is already effective, brings the
aggregate number of Shares covered by the Plan to a total of 1,650,000.
In connection therewith, I have examined copies of the Articles of
Incorporation and the By-Laws of the Company, each as in effect as of this
date, and resolutions of the Board of Directors of the Company of February 7,
1995 adopting the amendment to the Plan to, among other things, increase the
number of shares available thereunder. In addition, I have examined such other
documents as I have deemed relevant for the purpose of this opinion.
Based on the foregoing, it is my opinion that each of the Shares, when issued
and sold in the manner, and in accordance with the terms, described in the
Plan, at a price not less than the par value thereof, will be legally issued,
fully paid and non-assessable under Pennsylvania law as in effect on the date
hereof.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
SPS TECHNOLOGIES, INC.
August 31, 1995 By: /s/ Aaron Nerenberg
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Name: Aaron Nerenberg
Title: Vice President, General Counsel
and Secretary
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CONSENT OF INDEPENDENT ACCOUNTANTS
TO THE BOARD OF DIRECTORS
SPS TECHNOLOGIES, INC.
We consent to the incorporation by reference in this Registration Statement of
SPS Technologies, Inc. on Form S-8 (File No. 33-_____) of our report dated
February 10, 1995, (which includes an explanatory paragraph regarding the
Company's change in method of accounting for income taxes and post retirement
benefits other than pensions in 1992) on our audits of the consolidated
financial statements and financial statement schedules of SPS Technologies,
Inc. and subsidiaries as of December 31, 1994 and 1993, and for each of the
three years in the period ended December 31, 1994, which report is included in
the SPS Technologies, Inc. Annual Report on Form 10-K for the year ended
December 31, 1994.
COOPERS & LYBRAND, L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
September 1, 1995
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