<PAGE> 1
As filed with the Securities and Exchange Commission on August 10, 1998
REGISTRATION STATEMENT NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
C.P. CLARE CORPORATION
(Exact name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2561471
(State of Incorporation) (I.R.S. Employer Identification #)
78 CHERRY HILL DRIVE
BEVERLY, MA 01915-1048
(978) 524-6700
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
C.P. CLARE CORPORATION NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
----------
ARTHUR R. BUCKLAND
PRESIDENT AND CHIEF EXECUTIVE OFFICER
C.P. CLARE CORPORATION
78 CHERRY HILL DRIVE
BEVERLY, MA 01915-1048
(978) 524-6700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
With copy to:
STUART M. CABLE, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
----------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
Being Registered Registered(1) Per Share Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 184,830 shares $9.0625(2) $1,675,022 $494.13
========================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
C.P. Clare Corporation Non-Qualified Stock Option Plan in the event of a
stock dividend, reverse stock split, split-up, recapitalization, forfeiture
of stock under the Plan or other similar event.
(2) This is the price at which outstanding options may be exercised and is used
for the purposes of determining the registration fee.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
C.P. Clare Corporation (the "Company") hereby incorporates by reference
the following documents which have been previously filed with the Securities and
Exchange Commission:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1998;
(b) the Company's Report on Form 8-K, dated July 6, 1998; and
(c) the description of the Company's Common Stock, $.01 par value
per share, contained in the Company's registration statement
on Form 8-A under the Securities Exchange Act of 1934, dated
May 15, 1995 which incorporates by reference the description
of the Company's Common Stock contained in the Company's
registration statement on Form S-1 under the Securities Act
dated May 5, 1995 (File No. 33-91972), and any amendments or
reports filed for the purpose of updating such description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section
14 and Section 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment hereto that indicates
that all securities offered hereunder have been sold or that 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.
As permitted under the Business Corporation Law of the Commonwealth of
Massachusetts, Article VI(B) of the Company's Amended and Restated Articles of
Organization limit the liability of a Director of the Company to (i) a breach of
the Director's duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) Sections 61 or 62 of Chapter 156B of the General Laws of
the Commonwealth of Massachusetts, or (iv) transactions from which the Director
derived an improper personal benefit.
Furthermore, the Company's Amended and Restated By-Laws require the
Company to indemnify officers and Directors of the Company and permit the
Company, at the discretion of the Board of Directors, to indemnify non-officer
employees and agents of the Company, to the fullest extent authorized by
Massachusetts law, as it now exists or may in the future be amended, against
expenses and liabilities reasonably incurred in connection with service for or
on behalf of the Company. The Amended and Restated By-Laws also provide that the
right of Directors and officers to indemnification shall not be exclusive of any
other right to which such Directors or officers may be entitled under law,
agreement, vote of stockholders of Directors or otherwise.
<PAGE> 3
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement:
EXHIBIT
**4.1 Amended and Restated Articles of Organization
*4.2 Amended and Restated By-Laws
4.3 C.P. Clare Corporation Non-Qualified Stock Option Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included on signature page to this
registration statement).
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1 under the Securities Act filed on May 5, 1995 (File No. 33-91972), as
amended.
** Incorporated by reference from the Registrant's Registration Statement on
Form S-1 under the Securities Act filed on October 27, 1995 (File No. 33-98646),
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;
(ii) To reflect in the prospectus any acts 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 the
registration statement; and
(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) herein 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 undersigned registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement;
2
<PAGE> 4
(2) That, for the purpose of determining any liability
under the Securities 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 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 the 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 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 Securities 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
Securities Act and will be governed by the final adjudication of such
issue.
3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, C.P. Clare
Corporation 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 Town of Beverly, State of Massachusetts, on this 14th
day of July, 1998.
C.P. CLARE CORPORATION
By: /s/ Arthur R. Buckland
------------------------------
Arthur R. Buckland, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of C.P. Clare Corporation hereby severally constitute Arthur R.
Buckland, Michael J. Ferrantino and Thomas B. Sager and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable C.P. Clare Corporation to comply
with the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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.
SIGNATURE TITLE DATE
/s/ Arthur R. Buckland President and Chief Executive July 14, 1998
- ----------------------------- Officer (Principal Executive
Arthur R. Buckland Officer) and Director
/s/ Michael J. Ferrantino Vice President and Chief July 14, 1998
- ----------------------------- Operating Officer
Michael J. Ferrantino
/s/ Thomas B. Sager Vice President and Chief July 14, 1998
- ----------------------------- Financial Officer (Principal
Thomas B. Sager Financial Officer and Principal
Accounting Officer)
/s/ Winston R. Hindle, Jr. Director July 14, 1998
- -----------------------------
Winston R. Hindle, Jr.
/s/ Clemente E. Tiampo Director July 14, 1998
- -----------------------------
Clemente C. Tiampo
4
<PAGE> 6
EXHIBIT INDEX
Exhibit No. Description Page+
- ----------- ----------- -----
**4.1 Amended and Restated Articles of Organization. -
*4.2 Amended and Restated By-Laws. -
4.3 C.P. Clare Corporation Non-Qualified Stock 7
Option Plan.
5.1 Opinion of Goodwin, Procter & Hoar as to the 12
legality of the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar (included 12
in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP. 14
24.1 Powers of Attorney (included on signature page 5
to this registration statement).
- ----------
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1 under the Securities Act of 1933 (File No. 33-91972), as amended.
** Incorporated by reference from the Registrant's Registration Statement on
Form S-1 under the Securities Act filed on October 27, 1995 (File No.
33-98646), as amended.
+ Refers to sequentially numbered copy.
5
<PAGE> 1
Exhibit 4.3
GRANT NUMBER: 544
C.P. CLARE CORPORATION
C.P. CLARE NON-QUALIFIED STOCK OPTION PLAN
GRANTED TO DENNIS COCCO
No. of Shares: 184,830 July 6, 1998
CP Clare Corporation (the "Company") hereby grants to Dennis Cocco (the
"Optionee") an Option to purchase on or prior to July 6, 2008 (the "Expiration
Date") all or any part of 184,830 shares (the "Option Shares") of common stock
of the Company, par value $0.01 per share ("Common Stock"), at a price of
$9.0625 per share, the fair market value on the date of grant, and subject to
the terms and conditions set forth hereinafter. This Option is intended to be a
Non-Qualified Stock Option and shall not be treated as an "incentive stock
option" within the meaning of Section 422(b) of the Internal Revenue Code. This
Option is not granted pursuant to the Company's 1995 Stock Option and Incentive
Plan (the "Plan"), but capitalized terms not otherwise defined herein shall have
the meanings assigned to them by Section 1 of the Plan.
1. VESTING SCHEDULE. Subject to Section 4 and Section 8 hereof, and subject to
the determination of the Committee to accelerate the vesting schedule
hereunder due to other circumstances, the Option shall become vested and
exercisable with respect to the following numbers of Option Shares at the
expiration of each of the following periods from the date of the Option:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Number of Option Shares Period from the date of the Option
for which Option Exercisable after which it becomes Exercisable
- --------------------------------------------------------------------------------
<S> <C>
36,966 July 6, 1999
- --------------------------------------------------------------------------------
36,966 July 6, 2000
- --------------------------------------------------------------------------------
36,966 July 6, 2001
- --------------------------------------------------------------------------------
36,966 July 6, 2002
- --------------------------------------------------------------------------------
36,966 July 6, 2003
- --------------------------------------------------------------------------------
</TABLE>
In any event the Option shall become fully vested and exercisable with respect
to all of the Option Shares five years after the date hereof. Once vested, the
Option shall continue to be exercisable to purchase Option Shares at any time or
times prior to the Expiration Date.
2. MANNER OF EXERCISE. The Optionee may exercise this Option only in the
following manner: from time to time on or prior to the Expiration Date, the
Optionee may give written notice to the Company of his election to purchase
some or all of the vested
<PAGE> 2
Option Shares purchasable at the time of such notice. This notice shall
specify the number of Option Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (a) in cash, by certified or bank check or
other instrument acceptable to the Committee; (b) in the form of shares of
Common Stock that are not then subject to restrictions under any Company
plan and that have been held by the Optionee for at least six months; or
(c) by the Optionee delivering to the Company a properly executed exercise
notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the
Company to pay the option purchase price as so provided, the Optionee and
the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Committee shall prescribe as a
condition of such payment procedure. Payment instruments will be received
subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for
the Option Shares, as set forth above and any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance
of Common Stock to be purchased pursuant to the exercise of Options
hereunder and any subsequent resale of the shares of Common Stock will be
in compliance with applicable laws and regulations.
3. NON-TRANSFERABILITY OF OPTION. This Option shall not be transferable by the
Optionee otherwise than by will or by the laws of descent and distribution
and this Option shall be exercisable, during the Optionee's lifetime, only
by the Optionee.
4. TERMINATION OF EMPLOYMENT. If the Optionee's employment by the Company or a
Subsidiary is terminated, the extent to which and the period within which
the Option may be exercised shall be as set forth below:
(a) TERMINATION DUE TO DEATH. If the Optionee's employment terminates by
reason of death, the Option shall become fully exercisable and may
thereafter be exercised by the Optionee's legal representative or
legatee for a period of 12 months from the date of death or until the
Expiration Date, if earlier.
(b) TERMINATION DUE TO DISABILITY. If the Optionee's employment terminates
by reason of Disability, the Option shall become fully exercisable and
may thereafter be exercised for a period of 12 months from the date of
termination or until the Expiration Date, if earlier. The death of the
Optionee during the 12 month period provided in this Section 4(b)
shall extend such period for six months from the date of death or
until the Expiration Date, if earlier.
(c) TERMINATION DUE TO RETIREMENT. If the Optionee's employment terminates
by reason of Retirement, the Option may thereafter be exercised to the
extent it was exercisable on the date of termination for a period of
12 months from the date of termination or until the Expiration Date,
if earlier. The death of the Optionee
2
<PAGE> 3
during the 12-month period provided in this Section 4(c) shall extend
such period for six months from the date of death or until the
Expiration Date, if earlier.
(d) TERMINATION FOR GOOD CAUSE. If the Optionee's employment terminates
for Good Cause, as defined in the Employment Agreement between
Optionee and the Company dated July 6, 1998, the Option shall
immediately terminate and be of no further force and effect.
(e) OTHER TERMINATION. If the Optionee's employment is terminated by the
Company for any reason other than death, Disability, Retirement or
Good Cause, the Option shall continue to vest on the schedule set
forth in Section 1 hereof, and thereafter may be exercisable until the
Expiration Date.
(f) RESIGNATION. If the Optionee's employment terminates due to his
resignation from the Company, the Option may thereafter be exercised,
to the extent it was exercisable on the date of termination, for a
period of three months from the date of such termination or until the
Expiration Date, if earlier.
5. NO SPECIAL EMPLOYMENT RIGHTS. This Option will not confer upon the Optionee
any right with respect to continued employment by the Company or a
Subsidiary, nor will it interfere in any way with any right of the
Optionee's employer to terminate the Optionee's employment at any time.
6. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a shareholder
with respect to any shares of Common Stock that may be purchased by
exercise of this Option unless and until a certificate or certificates
representing such shares of Common Stock are duly issued and delivered to
the Optionee. Adjustment shall be made for dividends or other rights for
which the record date is prior to the date such stock certificate is issued
only to the extent such adjustment would be made under the Plan for an
option issued pursuant to the Plan.
7. TAX WITHHOLDING. No later than the date as of which part or all of the
value of any shares of Common Stock received under the Option first becomes
includible in the Optionee's gross income for Federal tax purposes, the
Optionee shall make arrangements with the Company regarding the payment of
any federal, state or local taxes required to be withheld with respect to
such income.
8. ACCELERATION. Upon a Change in Control, the Option shall automatically
become fully exercisable notwithstanding any provision to the contrary
herein.
9. RECAPITALIZATIONS; MERGERS. In the event of any merger, consolidation, sale
of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other similar transaction, the outstanding shares of Common
Stock are increased or decreased or are exchanged for a different number or
kind of shares or other securities of the Company,
3
<PAGE> 4
or additional shares or new or different shares or other securities of the
Company or other non-cash assets are distributed with respect to such
shares of Common Stock or other securities consolidation or merger or sale
of all or substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for securities, cash or
other property of any other corporation or business entity or in the event
of a liquidation of the Company, the Option shall be treated as if it had
been issued pursuant to the Plan.
10. MISCELLANEOUS.
(a) NOTICES. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business, 78 Cherry Hill Drive, Beverly, MA
01915-1048 and shall be mailed or delivered to the Optionee at the
address set forth below, or in either case at such other address as
one party may subsequently furnish to the other party in writing.
(b) ENTIRE AGREEMENT; MODIFICATION. This Option constitutes the entire
agreement between the parties relative to the subject matter hereof,
and supersedes all proposals, written or oral, and all other
communications between the parties relating to the subject matter of
this Option. This Option may be modified, amended or rescinded only by
a written agreement executed by both parties; PROVIDED, HOWEVER, that
the Committee may, at any time, amend or cancel the Option (or provide
a substitute Award at the same or reduced exercise or purchase price
or with no exercise or purchase price) for the purpose of satisfying
changes in law or for any other lawful purpose, but no such action
shall adversely affect Optionee's rights under the Option without the
Optionee's consent.
(c) SEVERABILITY. The invalidity, illegality or unenforceability of any
provision of this Option shall in no way affect the validity, legality
or enforceability of any other provision.
(d) SUCCESSORS AND ASSIGNS. This Option shall be binding upon the inure to
the benefit of the parties hereto and their respective successors and
assigns, subject to the limitations set forth in Section 3 hereof.
(e) GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts without
reference to the conflict of laws provisions thereof.
4
<PAGE> 5
(f) EFFECTIVE DATE. This Agreement shall be effective as of the date of
execution thereof by the Company and the Optionee. This Agreement was
adopted by the Compensation Committee of the Board of Directors of the
Corporation on June 17th, 1998 and is intended to be an approved plan
in accordance with Rule 16b-3 (d) (1) promulgated pursuant to the
Securities Exchange Act of 1934, as amended.
CP CLARE CORPORATION
By: ______________________________________
Title: ___________________________________
Receipt of the foregoing Option is acknowledged and its terms and conditions are
hereby agreed to:
Date: , 1998 Optionee: ________________________________
Dennis Cocco
Address: 4 Little Pond,
Laguna Niguel, CA 92677
Social Security Number:_________
5
<PAGE> 1
Exhibit 5.1
[GOODWIN, PROCTER & HOAR LLP LETTERHEAD]
July 30, 1998
CP Clare Corporation
78 Cherry Hill Drive
Beverly, MA 01915-1048
Re: The CP Clare Corporation
Non-Qualified Stock Option Plan
-------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended (the "Act"), of 184,830 shares of the
Common Stock, par value $.01 per share (the "Shares"), of CP Clare Corporation
(the "Company") which may be issued by the Company pursuant to the Company's
Non-Qualified Stock Option Plan (the "Plan").
We have acted as counsel to the Company in connection with the
preparation of the Plan and the registration of the Shares under the Act. We
have examined the Restated Articles of Organization, together with all
amendments thereto, and the By-Laws of the Company; such records of proceedings
of the Company's Board of Directors as we have deemed material; a Registration
Statement on Form S-8 under the Act relating to the Shares (the "Registration
Statement"); and such other certificates, records, instruments and documents as
we considered necessary for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the Commonwealth of
Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that
upon the issuance and delivery of the Shares in accordance with the terms of the
Registration Statement and the Plan, the Shares will be legally issued, fully
paid and non-assessable shares of the Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Act and applicable requirements of state laws
regulating the offer and sale of securities.
<PAGE> 2
[GOODWIN, PROCTER & HOAR LLP LETTERHEAD]
CP Clare Corporation
July 30, 1998
Page 2
We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the use of our name in the Registration
Statement and the filing of this opinion with the Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
Goodwin, Procter & Hoar LLP
<PAGE> 1
EXHIBIT 23.2
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 April 29, 1998
included in C.P. Clare Corporation's Form 10-K for the year ended March 31, 1998
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 6, 1998
