<PAGE> 1
As filed with the Securities and Exchange Commission on January 15, 1998
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
SPS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 23-1116110
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
101 GREENWOOD AVENUE, SUITE 470
JENKINTOWN, PENNSYLVANIA 19046
(215) 517-2000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-------------------------
JAMES D. DEE, ESQ.
SPS TECHNOLOGIES, INC.
101 GREENWOOD AVENUE, SUITE 470
JENKINTOWN, PENNSYLVANIA 19046
(215) 517-2000
(Name, address, including zip code, and telephone number, including area
code, of Registrant's agent for service)
With a copy to:
JOHN R. LECLAIRE, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
-------------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Being Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.50 130,530 $40.125 $5,237,516.25 $1,545.07
per share
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based upon the average of the high and low sale prices of the Common Stock
of SPS Technologies, Inc. reported on the New York Stock Exchange on
January 13, 1998 and estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) of the Securities Act of
1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of any offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any State.
PROSPECTUS SUBJECT TO COMPLETION
- ---------- ---------------------
130,530 SHARES
SPS TECHNOLOGIES, INC.
COMMON STOCK
----------
In accordance with the applicable rules of the Securities and Exchange
Commission (the "Commission"), this Prospectus may be used in connection with
offerings of the common stock, par value $0.50 per share (the "Common Stock"),
of SPS Technologies, Inc., a Pennsylvania corporation ("SPS" or the "Company").
This Prospectus relates to the resale by certain shareholders of SPS (the
"Selling Securityholders") of up to 130,530 shares of Common Stock held by the
Selling Securityholders which were issued without registration under the
Securities Act of 1933 (the "Securities Act") in transactions not involving a
public offering. The registration of shares of Common Stock hereby does not
necessarily mean that any of the shares will actually be offered or sold by the
Selling Securityholders hereunder.
The 130,530 shares of Common Stock registered hereunder may be offered
from time to time by the Selling Securityholders in one or more underwritten
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing for the Common Stock on the New York Stock Exchange at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Securityholders may effect such transactions by
selling directly to purchasers or to or through underwriters, agents or
broker-dealers, and any such underwriters, agents or broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Securityholders and the purchasers of the shares of Common Stock for
which such underwriters, agents or broker-dealers may act as agent or to whom
they sell as principal, or both (which compensation as to a particular
underwriter, agent or broker-dealer might be in excess of customary
commissions). See "Selling Securityholders" and "Plan of Distribution."
The aggregate proceeds to the Selling Securityholders from the sale of
the Common Stock offered hereby will be the purchase price of the Common Stock
sold less the aggregate agents' or broker-dealers' commissions and underwriters'
discount, if any, and other expenses of issuance and distribution not borne by
the Company. The Company will not receive any proceeds from the sale of the
Common Stock offered hereby by the Selling Securityholders. The Company will pay
all of the expenses of the registration of the shares of Common Stock being
offered by the Selling Securityholders pursuant to this Prospectus other than
brokerage or underwriting commissions and fees and expenses of counsel and other
advisors to the Selling Securityholders.
The Common Stock is listed on the New York Stock Exchange under the
symbol "ST."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC" or the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such materials can be obtained upon written
request from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. The Company is
required to file electronic versions of these reports, proxy statements and
other information with the Commission via the Commission's Electronic Data
Gathering, Analysis and Retrieval ("EDGAR") System. The Commission maintains a
site on the World Wide Web (http://www.sec.gov) that contains all EDGAR filings.
In addition, the Common Stock is listed on the New York Stock Exchange and the
aforementioned materials may also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Common Stock. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. The Registration Statement, including exhibits thereto, may be
inspected and copied at the locations described above. Statements contained in
this Prospectus as to the contents of any contract or other document referred to
are not necessarily complete, and in each instance reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are incorporated in this Prospectus by
reference: (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (File No. 1-4416); (ii) the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 1997; (iii) the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997; (iv)
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1997; (v) the description of the Company's Common Stock contained
in its Registration Statement on Form 8-A, including any amendment or report
filed for the purpose of amending such description; and (vi) all other reports
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since December 31, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in an applicable Prospectus Supplement) or in any subsequently filed
document that is incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus or any Prospectus Supplement, except as so
modified or superseded.
The Company will provide, without charge, to each person, including any
owner (beneficial or of record) of Common Stock, to whom a copy of this
Prospectus is delivered, at the written or oral request of such person,
2
<PAGE> 4
a copy of any or all of the documents incorporated herein by reference (other
than exhibits thereto, unless such exhibits are specifically incorporated by
reference into such documents). Requests for such copies should be directed to
James D. Dee, Esq., Vice President, General Counsel and Secretary, SPS
Technologies, Inc., 101 Greenwood Avenue, Suite 470, Jenkintown, PA 19046,
telephone (215) 517-2000.
THE COMPANY
The Company's principal executive offices are located at 101 Greenwood
Avenue, Suite 470, Jenkintown, PA 19046, telephone (215) 517-2000.
SELLING SECURITYHOLDERS
The following table sets forth certain information with respect to the
Selling Securityholders, including the number of shares of Common Stock
beneficially owned by each Selling Securityholder as of the date of this
Prospectus, the percentage of shares of voting stock outstanding held by each
and the number of shares of Common Stock offered hereby. There can be no
assurance that all or any of the shares offered hereby will be sold.
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NUMBER OF SHARES NUMBER OF NUMBER OF SHARES OF VOTING
OF COMMON STOCK SHARES OF OF COMMON STOCK STOCK
BENEFICIALLY HELD COMMON STOCK BENEFICIALLY HELD OUTSTANDING
SELLING SECURITYHOLDER PRIOR TO THE OFFERING STOCK OFFERED AFTER THE OFFERING AFTER THE OFFERING
- ---------------------- --------------------- ------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Carl P. Andersen 3,819 3,819 0 *
G. Thomas Clark 4,623 4,623 0 *
Devora Corman 9,246 9,246 0 *
Isadore Diamond 31,997 31,997 0 *
George D. Eggers, Jr. 4,904 4,904 0 *
Richard S. Hall 4,364 4,364 0 *
Elliott Landsman 23,933 23,933 0 *
Lois Levine 11,428 11,428 0 *
Gordon H. McNeil(1) 21,590 21,590 0 *
Eugene F. Miller 2,898 2,898 0 *
Thomas E. Szulist 3,273 3,273 0 *
Joseph R. Tomaka 5,455 5,455 0 *
John S. Vangellow 3,000 3,000 0 *
</TABLE>
- --------------------------------
* Less than one percent.
(1) The Selling Securityholder is a senior operating officer of Magnetic
Technologies Corporation, a subsidiary of the Company.
3
<PAGE> 5
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time by the
Selling Securityholders of up to an aggregate of 130,530 shares of Common Stock.
The Company is registering the Common Stock at the request of the Selling
Securityholders, but the registration of the Common Stock does not necessarily
mean that any of the Common Stock will be offered or sold by the Selling
Securityholders hereunder. The Company will not receive any proceeds from the
offering of the Common Stock by the Selling Securityholders.
The distribution of the Common Stock may be effected from time to time in
one or more underwritten transactions at a fixed price or prices, which may be
changed, or at market prices prevailing for the Common Stock on the New York
Stock Exchange at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Any such underwritten offering may be on a "best
efforts" or a "firm commitment" basis. In connection with any such underwritten
offering, underwriters or agents may receive compensation in the form of
discounts, concessions or commissions from the Selling Securityholders.
Underwriters may sell the Common Stock to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Any such dealers or agents that participate in the distribution
of the shares of Common Stock offered hereby may be deemed to be "underwriters"
as defined in the Securities Act, and any profit on the sale of such shares of
Common Stock offered hereby by them and any discounts, commissions or
concessions received by any such dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act. The aggregate
proceeds to the Selling Securityholders from sales of the Common Stock offered
by the Selling Securityholders hereby will be the selling price of such Common
Stock less the aggregate agents' or broker-dealers' commissions and
underwriters' discounts, if any.
To the extent required by the Securities Act with respect to underwritten
offerings, the specific shares of Common Stock to be sold, the names of the
Selling Securityholders, the respective purchase prices and public offering
prices, the names of the underwriter or underwriters, and any applicable
commissions or discounts with respect to a particular offer will be set forth in
an accompanying Prospectus Supplement or, if appropriate, a post-effective
amendment to the Registration Statement of which this Prospectus is a part.
The sale of shares of Common Stock by the Selling Securityholders, or by
pledgees, donees, transferees or other successors in interest, may also be
effected from time to time by selling shares directly to purchasers or to or
through broker-dealers. In connection with any such sales, any such
broker-dealer may act as agent for the Selling Securityholders or may purchase
from the Selling Securityholders all or a portion of such shares as principal.
Such sales may be made on the New York Stock Exchange or any exchange on which
the shares of Common Stock are then traded, in the over-the-counter market, in
negotiated transactions or otherwise at prices and at terms then prevailing or
at prices related to the then-current market prices or at prices otherwise
negotiated. Shares may also be sold in one or more of the following
transactions: (i) block transactions (which may involve crosses) in which a
broker-dealer may sell all or a portion of such shares as agent but may position
and resell all or a portion of the block as principal to facilitate the
transaction; (ii) purchases by any such broker-dealer as principal and resale by
such broker-dealer for its own account pursuant to this Prospectus; (iii) a
special offering, an exchange distribution or a secondary distribution in
accordance with applicable New York Stock Exchange rules; (iv) ordinary
brokerage transactions and transactions in which any such broker-dealer solicits
purchasers; (v) sales "at the market" to or through a market maker or into an
existing trading market, on an exchange or otherwise, for such shares; and (vi)
sales in other ways not involving market makers or established trading markets,
including direct sales to institutions or individual purchasers. In effecting
sales, broker-dealers engaged by the Selling Securityholders may arrange for
other broker-dealers to participate. Broker-dealers will receive commissions or
other compensation from the Selling Securityholders in amounts to be negotiated
immediately prior to the sale that are not expected to exceed those customary in
the types of transactions involved. Broker-dealers may also receive compensation
from purchasers of the shares which is not expected to exceed that customary in
the types of transactions involved.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock may be sold only through registered or licensed
brokers or dealers.
4
<PAGE> 6
The Company will pay substantially all the expenses incurred by the Selling
Securityholders and the Company incident to the offering and sale of the shares
of Common Stock offered hereby to the public, but excluding any discounts,
commissions and fees of underwriters, broker-dealers or agents.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by Coopers & Lybrand L.L.P., independent
accountants, as stated in their report, which is incorporated herein by
reference, and has been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
5
<PAGE> 7
================================================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS. IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SECURITYHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
--------------------
TABLE OF CONTENTS
Available Information.............................2
Incorporation of Certain Documents by
Reference........................................2
The Company.......................................3
Selling Securityholders...........................3
Plan of Distribution..............................4
Experts...........................................5
--------------------
130,350 SHARES
SPS TECHNOLOGIES, INC.
COMMON STOCK
------------------
PROSPECTUS
------------------
,1998
================================================================================
<PAGE> 8
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered are set forth in the following table (all amounts
except the registration fee are estimated):
<TABLE>
<CAPTION>
<S> <C>
Registration fee -- Securities and Exchange Commission............ $1,545
Accountants' fees and expenses.................................... 2,200
Blue Sky fees and expenses........................................ *
Legal fees and expenses (other than Blue Sky)..................... 2,500
Miscellaneous..................................................... *
------
TOTAL............................................................. $6,245
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") contains provisions
for mandatory and discretionary indemnification of a corporation's directors,
officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
representative, director or officer of the corporation or serving at the request
of the corporation as a representative of another corporation, partnership,
joint venture, trust or other enterprise, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Under Section 1743, indemnification
is mandatory to the extent that the officer or director has been successful on
the merits or otherwise in defense of any action or proceeding if the
appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative actions except
in respect of any claim, issue or matter as to which a person has been adjudged
to be liable to the corporation unless and only to the extent that the proper
court determines upon application that, despite the adjudication of liability
but in view of all circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and such determination will be made by
the board of directors: (i) by a majority vote of a quorum of directors not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, votes of shareholders or disinterested directors or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding that office.
II-1
<PAGE> 9
Section 1747 also grants to a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him or her in his or her capacity as officer or director, whether or
not the corporation would have the power to indemnify him or her against the
liability under Subchapter 17D of the BCL.
Sections 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.
For information regarding provisions under which a director or officer
of the Company may be insured or indemnified in any manner against any liability
which he or she may incur in his or her capacity as such, reference is made to
Article IX of the Company's Bylaws, which provides in general that the Company
shall indemnify its officers, directors, employees and agents to the fullest
extent authorized by law.
The Company has directors' and officers' liability insurance covering
certain liabilities incurred by the officers and directors of the Company in
connection with the performance of their duties.
ITEM 16. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation (incorporated
herein by reference to Exhibit 3a to the Company's Annual
Report on Form 10-K for the year ended December 31, 1990).
4.2 By-laws, as amended (incorporated herein by reference to
Exhibit 3b to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1993).
5.1 Opinion as to the legality of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
ITEM 17. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made pursuant to this Registration Statement, 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;
(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, represent a fundamental change
in the information set forth in this Registration Statement; and
II-2
<PAGE> 10
(iii) To include any material information with respect 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 (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this 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 therein, and the
offering of such securities at that 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.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
II-3
<PAGE> 11
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Jenkintown, Pennsylvania, on January 12, 1998.
SPS TECHNOLOGIES, INC.
By: /s/ William M. Shockley
-------------------------------------------
WILLIAM M. SHOCKLEY
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
CONTROLLER
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
William M. Shockley and James D. Dee, Esq., and each of them, as her or his true
and lawful attorney-in-fact and agent, with full power of substitution, for her
or him and in her or his name, place and stead, in any and all capacities to
sign any or all amendments or post-effective amendments to this registration
statement (or any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act) and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or her or his substitute may lawfully do or cause to be done by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Charles W. Grigg Chairman, Chief Executive Officer, January 12, 1998
- ---------------------------- President and Director (Principal
CHARLES W. GRIGG Executive Officer)
/s/ William M. Shockley Vice President, Chief Financial January 12, 1998
- ---------------------------- Officer and Controller (Principal
WILLIAM M. SHOCKLEY Financial Officer)
/s/ Harry J. Wilkinson Director January 12, 1998
- ----------------------------
HARRY J. WILKINSON
/s/ Eric M. Ruttenberg Director January 12, 1998
- ----------------------------
ERIC M. RUTTENBERG
/s/ Howard T. Hallowell III Director January 12, 1998
- ----------------------------
HOWARD T. HALLOWELL III
/s/ Richard W. Kelso Director January 12, 1998
- ----------------------------
RICHARD W. KELSO
</TABLE>
II-4
<PAGE> 12
Director January __, 1998
- ----------------------------
RAYMOND P. SHARPE
/s/ James F. O'Connor Director January 12, 1998
- ----------------------------
JAMES F. O'CONNOR
II-5
<PAGE> 13
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Amended and Restated Articles of Incorporation (incorporated
herein by reference to Exhibit 3a to the Company's Annual Report
on Form 10-K for the year ended December 31, 1990).
4.2 By-laws, as amended (incorporated herein by reference to Exhibit
3b to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993).
5.1 Opinion as to the legality of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature pages of this
Registration Statement).
<PAGE> 1
EXHIBIT 5.1
January 14, 1998
SPS Technologies, Inc.
101 Greenwood Avenue, Suite 470
Jenkintown, Pennsylvania 19046
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by SPS
Technologies, Inc., a Pennsylvania corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933 (the "Act"),
of a Registration Statement on Form S-3 (the "Registration Statement") relating
to 130,530 shares of Common Stock, par value $0.50 per share ("Common Stock"),
of the Company (the "Registered Shares") held the selling securityholders which
were issued without registration under the Act. The undersigned is general
counsel to the Company and is an attorney admitted to practice in the
Commonwealth of Pennsylvania. The undersigned expresses no opinion concerning
the laws of any jurisdictions other than the laws of the United States of
America and the Commonwealth of Pennsylvania.
Based upon the foregoing, the undersigned is of the opinion that the
Registered Shares are duly authorized, validly issued, fully paid and
nonassessable.
The foregoing assumes that all requisite steps were taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.
The undersigned hereby consents to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours
/s/ James D. Dee, Esq.
---------------------------------
James D. Dee, Esq.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of SPS Technologies, Inc. on Form S-3 (File No. 333-________) of our
report dated February 4, 1997 on our audits of the consolidated financial
statements of SPS Technologies, Inc. as of December 31, 1996 and 1995, and for
the years ended December 31, 1996, 1995 and 1994, which report is included in
the annual report on Form 10-K of SPS Technologies, Inc. for the year ended
December 31, 1996.
We also consent to the reference to our firm under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania 19103
January 14, 1998
