As filed with the Securities and Exchange Commission on December 13, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
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 Number)
1555 LYNNFIELD ROAD
MEMPHIS, TENNESSEE 38119
(901) 682-7766
(Address, of principal executive offices, including zip code)
JERRY KRONENBERG, ESQUIRE
Vice President - General Counsel
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
(901) 682-7766
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
------------------
Please send copies of all communications to:
WINTHROP G. MINOT, ESQUIRE
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617) 951-7000
Approximate date of commencement of proposed sale to the public: From time to
time after the effectiveness of the 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]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of each class Amount to offering price aggregate offering registration
securities to be registered be registered per share(1) price(1) fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock -- $.50 Par Value 314,860 Shares $74.375 $23,417,712.50 $8,075.07
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. The maximum
price per share information is based on the average of the high and the low
sale price on December 8, 1995.
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 this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 13, 1995
PROSPECTUS
THOMAS & BETTS CORPORATION
COMMON STOCK
314,860 SHARES
---------------
All of the shares of Thomas & Betts Corporation (the "Company" or
"Thomas & Betts") Common Stock, par value $.50 per share (the "Common Stock"),
offered hereby are being sold by the holders of the Common Stock named herein
under "Selling Stockholders" (the "Selling Stockholders"). The outstanding
Common Stock of Thomas & Betts is listed on the New York Stock Exchange (the
"NYSE"). On December 8, 1995, the last reported sale price of the Common Stock
on the NYSE was $74.25 per share.
The Company will not receive any of the proceeds from the sale of the
Common Stock. Any or all of such Common Stock covered by this Prospectus may be
sold, from time to time, by means of ordinary brokerage transactions or
otherwise. See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The Selling Stockholders named herein, or any pledgees, donees,
transferees or other successors in interest, directly, through agents to be
designated from time to time, or through dealers or underwriters also to be
designated, may sell the Common Stock from time to time in one or more
transactions on the New York Stock Exchange or in the over-the-counter market
and in negotiated transactions, on terms to be determined at the time of sale.
To the extent required, the specific Common Stock to be sold, the names of the
Selling Stockholders, the respective purchase prices and public offering prices,
the names of any such agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer will be set forth in
any accompanying Prospectus Supplement or, if appropriate, a post-effective
amendment to the Registration Statement of which this Prospectus is a part. See
"Plan of Distribution." By agreement, the Company will pay all the expenses of
the registration of the Common Stock by the Selling Stockholders other than
underwriting discounts and commissions and transfer taxes, if any. Such expenses
to be borne by the Company are estimated at $31,000.
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Common
Stock may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commissions received by
them and any profit on the resale of the Common Stock purchased by them may be
deemed underwriting commissions or discounts under the 1933 Act.
---------------
The date of this Prospectus is December 13, 1995.
<PAGE>
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 an offer to buy nor shall there by 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 such state.
<PAGE>
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 "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at its regional offices at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such materials can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, on payment of prescribed charges. Such
reports, proxy statements and other information concerning the Company can 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 (the "Registration Statement") under the Securities Act, with respect
to the shares of Common Stock offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which have been omitted in accordance with the rules and regulations of the
Commission, and the exhibits relating thereto, which have been filed with the
Commission. Copies of the Registration Statement and the exhibits are on file at
the offices of the Commission and may be obtained upon payment of the fees
prescribed by the Commission, or examined without charge at the public reference
facilities of the Commission described above.
No person is authorized in connection with the offering made hereby to
give any information or to make any representation not contained or incorporated
by reference in this Prospectus, and any information or representation not
contained or incorporated herein must not be relied upon as having been
authorized by the Company, the Selling Stockholders set forth under "Selling
Stockholders" or any underwriter. This Prospectus relates solely to the Common
Stock and it may not be used or relied on in connection with any other offer or
sale of securities of the Company. This Prospectus does not constitute an offer
to sell or a solicitation of any offer to buy by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or solicitation.
Neither the delivery of this Prospectus at any time nor any sale made hereunder
shall under any circumstance imply that the information herein is correct as of
any date subsequent to the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously or simultaneously filed with the
Commission by the Company are incorporated herein by reference and made a part
hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended April 2, 1995, July 2, 1995 and October 1, 1995.
(c) The Company's Current Report on Form 8-K filed on December 12, 1995.
<PAGE>
(d) The description of the Company's Common Stock, contained in the
Company's Registration Statement on Form 8-A dated December 22, 1972,
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 Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act after the date
of this Prospectus prior to the termination of the offering shall be deemed
incorporated herein by reference from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any other subsequently filed
document that also is incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents that have been incorporated by reference in this
Prospectus, other than exhibits to such documents. Such documents may be
obtained by writing to Thomas & Betts Corporation, 1555 Lynnfield Road, Memphis,
Tennessee 38119, Attention: Corporate Secretary, or by calling (901) 682-7766.
THE COMPANY
Thomas & Betts designs, manufacturers and markets a broad line of
electrical and electronic connectors and components as well as other related
products for worldwide construction and original equipment manufacturer ("OEM")
markets. In North America, the Company is one of the largest manufacturers of
electrical connectors and accessories for industrial, commercial and residential
construction, renovation, and maintenance applications and is a leading supplier
of transmission poles, towers and industrial lighting products to the utility
and telecommunications industries. The Company is also a worldwide designer and
manufacturer of electronic connectors and flat cable, which are sold primarily
to OEMs in the automotive, computer, office equipment, test equipment,
instrumentation, industrial automation and telecommunications industries.
USE OF PROCEEDS
The Company will not receive any of the proceeds of the Common Stock
offered hereunder by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders have acquired the 314,860 shares of Common
Stock offered hereby from Thomas & Betts pursuant to an Agreement and Plan of
Merger (the "Merger Agreement") by and among the Company, CMI Acquisition Corp.,
a wholly-owned subsidiary of the Company, and Catamount Manufacturing, Inc.
("Catamount"), pursuant to which Catamount became a wholly-owned subsidiary of
the Company. Thomas & Betts may from time to time supplement or amend this
Prospectus, as required, to provide other information with respect to the
Selling Stockholders.
<PAGE>
None of the Selling Stockholders holds any position or office with, has
been employed by, or otherwise has a material relationship with the Company, or
any of its predecessors or affiliates, other than as stockholders and creditors
of Catamount.
The following table sets forth certain information regarding ownership
of the Company's Common Stock by the Selling Stockholders. None of the Selling
Stockholders owns in excess of 1% of the Common Stock and, because the Selling
Stockholders may offer all or part of the Common Stock which they hold pursuant
to the offering contemplated by this Prospectus and because their offering is
not being underwritten on a firm commitment basis, no estimate can be given as
to the amount of the Common Stock that will be held by Selling Stockholders upon
termination of this offering.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON NUMBER OF SHARES
SELLING SECURITYHOLDER STOCK BENEFICIALLY OWNED OFFERED HEREBY(1)
- ---------------------- ------------------------ --------------
<S> <C> <C>
John B. Glode 130,377(2)(10) 123,363
William M. Glode 29,453 29,453
James M. Glode 25,105 25,105
Kristen Glode 24,443 24,443
Deanna Lurvey 2,828 2,828
Brenda Hawkins 2,828 2,828
Darrin Hawkins 2,828 2,828
Andrew Lurvey 831 831
Mathew Lurvey 831 831
John Lurvey 831 831
Alexandra Hawkins 831 831
M.T. Glode Trust 6,262 6,262
Henry E. Schweitzer, III 12,870(3)(11) 11,022
Massachusetts Capital Resource Co. 18,787 18,787
Genesee Funding, Inc. 6,961 6,961
Robert P. Davis 17,722(4)(12) 1,252
Francine Duncan 1,002(11) 1,002
Steven Grenier 1,878(5)(11) 1,002
Kathleen Hawkins 1,002 1,002
David Sinnery 876(6)(11) 501
Robert Kopnisky 501(11) 501
Laurie Melanson 626(7)(11) 501
Lee Peters 626(8)(11) 501
John Fitzpatrick 1,753(9)(13) 250
John Doughty 250(11) 250
First New England Capital L.P. 24,393 24,393
Pioneer Ventures L.P. 26,501 26,501
</TABLE>
- --------------------
1 Of the total number of shares offered hereby by each Selling
Stockholder 6.57714% of the shares are held in escrow until the earlier of (i)
the date on which the Company's independent auditors shall
<PAGE>
deliver their signed report on their audit of the Company's financial statements
for the 1995 Fiscal Year of the Company, or (ii) April 30, 1996.
2 Includes options for 7,014 shares of Company Common Stock.
3 Includes options for 1,848 shares of Company Common Stock.
4 Includes options for 16,470 shares of Company Common Stock.
5 Includes options for 876 shares of Company Common Stock.
6 Includes options for 375 shares of Company Common Stock.
7 Includes options for 125 shares of Company Common Stock.
8 Includes options for 125 shares of Company Common Stock.
9 Includes options for 1,503 shares of Company Common Stock.
10 Mr. Glode served as Chief Executive Officer, Treasurer and a
Director of Catamount within the past three years.
11 Mr. Schweitzer, Ms. Duncan, Mr. Grenier, Mr. Sinnery, Mr.
Kopnisky, Ms. Melanson, Mr. Peters and Mr. Doughty have been employees of
Catamount within the past three years.
12 Mr. Davis served as President and Director of Catamount within
the past three years.
13 Mr. Fitzpatrick served as Marketing Director of Catamount
within the past three years.
<PAGE>
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the Common Stock offered hereby. Any or all of the
shares of Common Stock may be sold from time to time (i) to or through
underwriters or dealers, (ii) directly to one or more other purchasers, (iii)
through agents on a best-efforts basis, or (iv) through a combination of any
such methods of sale.
The shares of the Common Stock offered hereby (the "Shares") may be
sold from time to time by the Selling Stockholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one or
more exchanges or in the over-the-counter market, or otherwise at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The Shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. In effecting sales, brokers or dealers engaged
by the Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated prior to the sale. In addition,
any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Stockholders and any such underwriters, dealers or agents
that participate in the distribution of the Common Stock may be deemed to be
underwriters within the meaning of the Securities Act, and any profit on the
sale of the Common Stock by them and any discounts, commissions or concessions
received by them may be deemed to be underwriting discounts and commissions
under the Securities Act. The Common Stock may be sold from time to time in one
or more transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the Selling Stockholders or by an agreement between
the Selling Stockholders and underwriters or dealers. Brokers or dealers acting
in connection with the sale of Common Stock contemplated by this Prospectus may
receive fees or commissions in connection therewith.
At the time a particular offer of Common Stock is made, to the extent
required, a supplement to this Prospectus will be distributed which will
identify and set forth the aggregate number of shares of Common Stock being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
Common Stock purchased from the Selling Stockholders, any discounts, commissions
and other items constituting compensation from the Selling Stockholders and/or
the Company and any discounts, commissions or concessions allowed or reallowed
or paid to dealers, including the proposed selling price to the public. Such
supplement to this Prospectus and, if necessary, a post-effective amendment to
the Registration Statement of which this Prospectus is a part, will be filed
with the Commission to reflect the disclosure of additional information with
respect to the distribution of the Common Stock.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Common Stock may not simultaneously
engage in market making activities with respect
<PAGE>
to the Common Stock for a period of nine business days prior to the commencement
of such distribution. In addition and without limiting the foregoing, the
Selling Stockholders and any person participating in the distribution of the
Common Stock will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including without limitation rules 10b-6
and 10b-7, which provisions may limit the timing of purchases and sales of the
Common Stock by the Selling Stockholders or any such other person.
In order to comply with certain states' securities laws, if applicable,
the Common Stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the Common Stock may not be sold
unless its has been registered or qualified for sale in such state, or unless an
exemption from registration or qualification is available.
The Company has agreed to indemnify the Selling Stockholders and
certain other persons against certain liabilities, including liabilities arising
under the Securities Act.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee................................................. $ 8,075.07
Blue Sky Fees and Expenses*.......................................... 0.00
Legal fees and expenses*............................................. 14,000.00
Printing Expenses.................................................... 300.00
Accounting fees and expenses*........................................ 7,500.00
Miscellaneous*....................................................... 1,000.00
----------
Total Expenses.............................................. $30,875.07
</TABLE>
- --------------------
* Estimated
ITEM 15. 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 Company'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 of an improper personal benefit.
(2) Elimination of Certain Liability of Officers. Unless
otherwise provided 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.
<PAGE>
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 Company'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
<PAGE>
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 providing 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 standards 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 or her capacity as an officer or director.
<PAGE>
For the undertaking with respect to indemnification, see Item 17
herein.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Title of Exhibit
----------------
<S> <C>
5.1 Opinion of Jerry Kronenberg, Esq. re legality
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Jerry Kronenberg (to be included in the opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (to be included as part of signature page
filed herewith)
</TABLE>
ITEM 17. UNDERTAKINGS
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 provisions set forth in Item 15 above, 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.
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.
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:
<PAGE>
a. To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
b. 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;
c. 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 (1)(a) and (1)(b) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, on the 8th day of
December, 1995.
THOMAS & BETTS CORPORATION
By: /s/ T. Kevin Dunnigan
---------------------------------------
Name: T. Kevin Dunnigan
Title: Chairman of the Board and Chief
Executive Officer
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Thomas & Betts
Corporation, hereby severally constitute Jerry Kronenberg, T. Kevin Dunnigan and
Fred R. Jones, 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 (including post-effective
amendments), and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Thomas & Betts 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.
Witness our hands on the date set forth below.
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ T. Kevin Dunnigan
- ----------------------------
(T. Kevin Dunnigan) Chairman of the Board, Chief
Executive Officer and Director December 8, 1995
/s/ Clyde R. Moore
- ----------------------------
(Clyde R. Moore) President, Chief Operating Officer
and Director December 8, 1995
/s/ Fred R. Jones
- ----------------------------
(Fred R. Jones) Vice President - Finance and
Treasurer (Chief Financial Officer
and Principal Accounting Officer) December 8, 1995
/s/ Jerry Kronenberg
- ----------------------------
(Jerry Kronenberg) Vice President - General Counsel December 8, 1995
/s/ Raymond B. Carey, Jr.
- ----------------------------
(Raymond B. Carey, Jr.) Director December 12, 1995
/s/ Ernest H. Drew
- ----------------------------
(Ernest H. Drew) Director December 11, 1995
/s/ Jeananne K. Hauswald
- ----------------------------
(Jeananne K. Hauswald) Director December 11, 1995
/s/ Thomas W. Jones
- ----------------------------
(Thomas W. Jones) Director December 11, 1995
/s/ Robert A. Kenkel
- ----------------------------
(Robert A. Kenkel) Director December 11, 1995
/s/ Kenneth R. Masterson
- ----------------------------
(Kenneth R. Masterson) Director December 11, 1995
/s/ J. David Parkinson
- ----------------------------
(J. David Parkinson) Director December 11, 1995
- ----------------------------
(Ian M. Ross) Director December __, 1995
/s/ William H. Waltrip
- ----------------------------
(William H. Waltrip) Director December 11, 1995
</TABLE>
<PAGE>
EXHIBIT INDEX
Number Title of Exhibit Page
5.1 Opinion of Jerry Kronenberg, Esq. re legality
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Jerry Kronenberg (to be included in
the opinion filed as Exhibit 5.1)
24.1 Power of Attorney (to be included as part of
signature page filed herewith)
Exhibit 5.1
[Letterhead of Jerry Kronenberg]
December 7, 1995
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
Ladies and Gentlemen:
This opinion is rendered to you in connection with the Registration
Statement on Form S-3 of Thomas & Betts Corporation (the "Company") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Registration Statement"), covering the offering and possible
future sale by certain holders of 314,860 shares of common stock of the Company
(the "Common Stock").
I have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. For purposes of my
opinion, I have examined and relied upon such documents, records, certificates
and other instruments as I have deemed necessary. I have assumed the genuineness
and authenticity of all documents submitted to me as originals and the
conformity to originals of all documents submitted to me as copies.
I express no opinion as to the laws of any jurisdiction other than
those of The State of New Jersey and the federal laws of the United States of
America.
For purposes of this opinion, I have examined and relied upon the
information set forth in the Registration Statement and such other documents and
records that I have deemed necessary.
Based on and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of New Jersey.
2. The shares of Common Stock have been duly authorized and validly
issued and are fully paid and nonassessable.
<PAGE>
I understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Common Stock to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. I consent to the filing of this opinion with and as a part of said
Registration Statement and the use of my name therein.
Very truly yours,
/s/ Jerry Kronenberg
Jerry Kronenberg, Esq.
Exhibit 23.1
ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our reports
dated February 2, 1995 included in Thomas & Betts Corporation's Annual Report on
Form 10-K for the fiscal year ended January 1, 1995.
/s/ KPMG Peat Marwick LLP
Memphis, Tennessee
December 8, 1995
