<PAGE>
As filed with the Securities and Exchange Commission on December
8, 1994
Registration Statement No. 33-
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
_________________
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-1326940
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
1555 Lynnfield Road
Memphis, Tennessee 38119
(Address of principal executive offices, including zip code)
Thomas & Betts Corporation Employees' Investment Plan
(Full title of the plan)
Jerry Kronenberg
Vice President-General Counsel
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
(901) 682-7766
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Lawrence Lederman, Esq. Robert Fischer III, Esq.
Milbank, Tweed, Hadley & McCloy Riker, Danzig, Scherer,
1 Chase Manhattan Plaza Hyland & Perretti
New York, New York 10005 Headquarters Plaza
(212) 530-5000 One Speedwell Avenue
Morristown, NJ 07962-1981
(201) 538-0800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED* SHARE** PRICE** FEE
<S> <C> <C> <C> <C>
Common Stock,
par value 300,000 $66.00 $19,800,000 $6,827.59
$.50 per share shares
<FN>
* 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 plan described herein.
** Pursuant to Rule 457, calculated on the basis of the average
of the high and low prices of the Common Stock on the
composite reporting system for stocks listed on the New York
Stock Exchange on December 2, 1994.
/TABLE
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commissions are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K and the
Plan's Annual Report on Form 11-K for the fiscal years ended
January 2, 1994 and December 31, 1993, respectively.
(b) All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since the end of the fiscal year covered by
the annual reports referred to in (a) above.
(c) The description of the Company's common stock, par
value $.50 per share (the "Common Stock"), which is contained in
the Company's registration statement on Form 8-A dated December
22, 1972 (the "8-A") filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of
updating such description; and which 8-A was filed as an exhibit
to the Company's Form S-8 Registration Statement (No. 33-68370)
on September 3, 1993.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all of the shares of the Common Stock offered
hereunder have been sold or which deregisters all of the shares
of Common Stock 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.
In accordance with Section 14A:2-7 of the New Jersey
Business Corporation Act, which permits New Jersey corporations
to include provisions in their certificate of incorporation
limiting the liability of officers and directors, Article NINTH
of the registrant's certificate of incorporation provides:
NINTH: (1) Elimination of Certain Liability of
Directors. A director of the Corporation shall not be
personally liable to the Corporation or its shareholders for
damages for breach of any duty owed to the Corporation or
its shareholders, except for liability for any breach of
duty based upon an act or omission (a) in breach of such
person's duty of loyalty to the Corporation or its
shareholders, (b) not in good faith or involving a knowing
violation of law or (c) resulting in receipt by such person
of an improper personal benefit.
(2) Elimination of Certain Liability of Officers.
Unless provided otherwise by law, an officer of the
Corporation shall not be personally liable to the
Corporation or its shareholders for damages for breach of
any duty owed to the Corporation or its shareholders, except
for liability for any breach of duty based upon an act or
omission (a) in breach of such person's duty of loyalty to
the Corporation or its shareholders, (b) not in good faith
or involving a knowing violation of law or (c) resulting in
receipt by such person of an improper personal benefit.
(3) Repeal or Modification of Article NINTH. Any
repeal or modification of the foregoing paragraphs by the
shareholders of the Corporation shall not adversely affect
any right or protection of a director or an officer of the
Corporation existing at the time of such repeal or
modification.
Section 14A:3-5 of the New Jersey Business Corporation Act
("Section 14A:3-5") confers broad powers upon corporations
incorporated in that State with respect to indemnification of any
person against liabilities incurred by reason of the fact that he
is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, trustee, employee or agent of
another enterprise, or the legal representative of any such
director, officer, trustee, employee or agent. The provisions of
Section 14A:3-5 are not exclusive of any other rights to which
those seeking indemnification may be entitled under any
certificate of incorporation, bylaw, agreement, vote of
shareholders or otherwise. Section 14A:3-5 also provides that
powers granted pursuant to such Section may be exercised by the
corporation notwithstanding the absence of any provision in its
certificate of incorporation or bylaws authorizing the exercise
of such powers.
Article V of the registrant's bylaws provides:
Indemnification of Officers and Directors
Section 1. Right to Indemnification. Each person who was or
is made 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 (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
director or officer of the Corporation or is or was serving at
the request of the Corporation as a director or officer of
another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer, shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized or permitted by the New Jersey Business
Corporation Act, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as
to a person who has ceased to be a director or officer and shall
inure to the benefit of his or her heirs, executors and
administrators; provided, however, that the Corporation shall
indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board
of Directors. The right to indemnification conferred in this
Section shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the New Jersey
Business Corporation Act requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Section or otherwise.
Section 2. Right of Claimant to Bring Suit. If a claim
under Section 1 of this Article is not paid in full by the
Corporation within ninety days after a written claim has been
received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible
under the New Jersey Business Corporation Act for the Corporation
to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the New Jersey Business Corporation Act, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel, or its shareholders) that
the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
Section 3. Non-Exclusivity of Rights; Continuation of
Rights. The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of
any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation,
By-law, agreement, vote of shareholders or disinterested
directors or otherwise. All rights to indemnification under this
Article shall be deemed to be a contract between the Corporation
and each director or officer of the Corporation who serves or
served in such capacity at any time while this Article is in
effect. Any repeal or modification of this Article or any repeal
or modification of relevant provisions of the New Jersey Business
Corporation Act or any other applicable laws shall not in any way
diminish any rights to indemnification of such director or
officer or the obligations of the Corporation arising hereunder.
Section 4. Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any director or
officer of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any such
expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense,
liability or loss under the New Jersey Business Corporation Act.
The Company has a liability insurance policy in effect which
covers certain claims against any officer or director of the
Company by reason of certain breaches of duty, neglect, errors or
omissions committed by such person in his capacity as an officer
or director.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits on page 8.
The Company received a letter from the Internal Revenue
Service (the "IRS") dated August 6, 1987, stating that
a favorable determination had been made as to the
qualified status of the Thomas & Betts Corporation
Employees' Investment Plan, as amended June 4, 1986
(the "Plan"). The Plan is being amended to comply with
the provisions of the Tax Reform Act of 1986, and the
Company intends to submit the amended Plan to the IRS
for a new determination of its qualified status.
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;
(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 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) 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 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in
the 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.
(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, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) 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 of 1933 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.
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POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints T. Kevin
Dunnigan, Ronald P. Babcock and Jerry Kronenberg as his or her
true and lawful attorney-in-fact and agent, with full power of
substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
and post-effective amendments to this Registration Statement, and
to file the same with all exhibits thereto, 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, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent may lawfully do or cause to be
done by virtue thereof.
SIGNATURES
The Registrant. 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 Memphis, State of
Tennessee, on the 7th day of December 1994.
THOMAS & BETTS CORPORATION
By: /s/ T. Kevin Dunnigan
T. Kevin Dunnigan
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated and on the dates
indicated.
Signatures Title Date
/s/ T. Kevin Dunnigan Chairman of the Board December 7, 1994
(T. Kevin Dunnigan) and Chief Executive
Officer
/s/ Clyde R. Moore President, Chief December 7, 1994
(Clyde R. Moore) Operating Officer
and Director
/s/ Ronald P. Babcock Vice President-Finance December 7, 1994
(Ronald P. Babcock) and Treasurer
(Principal Financial and
Principal Accounting Officer)
/s/ Jerry Kronenberg Vice President-General December 7, 1994
(Jerry Kronenberg) Counsel
/s/ Raymond B. Carey, Jr. Director December 7, 1994
(Raymond B. Carey, Jr.)
/s/ Ernest H. Drew Director December 7, 1994
(Ernest H. Drew)
/s/ Jeanannne K. Hauswald Director December 7, 1994
(Jeananne K. Hauswald)
/s/ Thomas W. Jones Director December 7, 1994
(Thomas W. Jones)
/s/ Robert A. Kenkel Director December 7, 1994
(Robert A. Kenkel)
/s/ J. David Parkinson Director December 7, 1994
(J. David Parkinson)
Director December __, 1994
(Ian M. Ross)
/s/ William H. Waltrip Director December 7, 1994
(William H. Waltrip)<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on the
7th day of December, 1994.
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
By: /s/ David D. Myler
David D. Myler
Plan Administrator
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EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
4.1 Restated Certificate of Incorporation Incorporated
of the Company, as amended. (Incorporated by Reference
herein by reference to Exhibit 3 to the
Company's 1993 Form 10-K File No.
1-4682).
4.2 By-laws of the Company, as amended. Incorporated
(Incorporated herein by reference to by Reference
Exhibit 3 to the Company's 1993 Form 10-K
No. 1-4682).
23 Consent of KPMG Peat Marwick LLP. Electronic
24 Powers of Attorney (precedes signatures) ---
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EXHIBIT 23
ACCOUNTANTS' CONSENT
As independent public accountants, we hereby consent to
the incorporation by reference in this registration statement of
our report dated February 3, 1994, incorporated by reference to
Thomas & Betts Corporation's Annual Report on Form 10-K for the
year ended January 2, 1994 and our report dated June 24, 1994,
incorporated by reference to Thomas & Betts Corporation
Employees' Investment Plan Annual Report on Form 11-K for the
year ended December 31, 1993.
KPMG PEAT MARWICK LLP
Memphis, Tennessee
December 7, 1994
