As filed with the Securities and Exchange Commission on May 2, 1996
Registration Statement No. 33-35297
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_________________
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 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)
1990 STOCK OPTION 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)
Copy to:
Cynthia W. Young, Esq.
Wyatt, Tarrant & Combs
Citizens Plaza
500 West Jefferson Street
Louisville, Kentucky 40202
(502) 589-5235
<PAGE>
_______________________
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-8 is filed pursuant to
Rule 414 under Regulation C of the Securities Act of 1933, as amended, by
Thomas & Betts Corporation, a Tennessee corporation, (the "Company") as the
successor to Thomas & Betts Corporation, a New Jersey corporation (the
"Predecessor"), which had securities registered under the Form S-8
Registration No. 33-35297, filed on June 7, 1990, with respect to the
Predecessor's 1990 Stock Option Plan. The Company files this Post-
Effective Amendment No. 1 for purposes of adopting such Form S-8 as its own
registration statement and to set forth additional information necessary to
reflect material changes made in connection with or resulting from the
succession.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by Thomas & Betts Corporation ("Predecessor"), a New Jersey
corporation and predecessor to the Company, are incorporated by reference
in this Registration Statement:
(a) The Predecessor's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
(b) The description of the Company's common stock, no par value
(the "Common Stock"), which is contained in the Company's registration
statement on Form 8-B dated May 2, 1996 (the "8-B") filed under Section 12
of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
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 48-12-102 of the Tennessee Business
Corporation Act, which permits Tennessee corporations to include a
provision in their charter limiting the liability of directors, Article
VIII of the registrant's charter provides:
LIMITATION OF DIRECTOR LIABILITY
No person who is or was a director of the corporation, or
such person's heirs, executors or administrators, shall be personally
liable to the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director; provided, however, that this
provision shall not eliminate or limit the liability of any such party
(i) for any breach of a director's duty of loyalty to the corporation
or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or
(iii) for unlawful distributions under the Tennessee Business
Corporation Act. Any repeal or modification of the provisions of this
Article VIII, directly or by the adoption of an inconsistent provision
of this Charter, shall not adversely affect any right or protection in
favor of a particular individual at the time of such repeal or
modification.
Sections 48-18-502 and 48-18-507 of the Tennessee Business Corporation
Act confer 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 or she is or was a director, officer, employee
or agent of the corporation. Such indemnification provisions are not
exclusive of any other rights to which those seeking indemnification may be
entitled under any charter, bylaw, agreement, vote of shareholders or
otherwise. The Tennessee Business Corporation Act also provides that
powers granted pursuant to such Sections may be exercised by the
corporation notwithstanding the absence of any provision in its charter or
bylaws authorizing the exercise of such powers.
Article 5 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 Tennessee 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 Tennessee 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
Tennessee 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 Tennessee 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 Charter, Bylaw, 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 Tennessee 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 Tennessee 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits on page 11.
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 with or furnished to the Securities and
Exchange Commission 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.
<PAGE>
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints T. Kevin Dunnigan, Fred R. Jones 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 2nd day of May 1996.
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 May 1, 1996
(T. Kevin Dunnigan) and Chief Executive
Officer
/S/ CLYDE R. MOORE President, Chief May 1, 1996
(Clyde R. Moore) Operating Officer
and Director
/S/ FRED R. JONES Vice President-Finance May 1, 1996
(Fred R. Jones) and Treasurer
(Principal Financial and
Principal Accounting Officer)
/S/ JERRY KRONENBERG Vice President-General May 1, 1996
(Jerry Kronenberg) Counsel
/S/ RAYMOND B. CAREY, JR. Director May 1, 1996
(Raymond B. Carey, Jr.)
/S/ ERNEST H. DREW Director May 1, 1996
(Ernest H. Drew)
/S/ JEANANNNE K. HAUSWALD Director May 1, 1996
(Jeananne K. Hauswald)
/S/ THOMAS W. JONES Director May 1, 1996
(Thomas W. Jones)
/S/ ROBERT A. KENKEL Director May 1, 1996
(Robert A. Kenkel)
/S/ KENNETH R. MASTERSON Director May 1, 1996
(Kenneth R. Masterson)
/S/ J. DAVID PARKINSON Director May 1, 1996
(J. David Parkinson)
/S/ JEAN-PAUL RICHARD Director May 1, 1996
(Jean-Paul Richard)
/S/ IAN M. ROSS Director May 1, 1996
(Ian M. Ross)
/S/ WILLIAM H. WALTRIP Director May 1, 1996
(William H. Waltrip)
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE
4(a) 1990 Stock Option Plan (Filed as an Exhibit to the
Predecessor's Form 10-K for the fiscal year ended December
31, 1995 (Commission File No. 1-4682) and incorporated
herein by reference).
4(b) Charter of the Company (Incorporated herein by reference to
Exhibit 3(i), 4.1 to the Company's Form 8-B, filed May 2,
1996, Commission File No. 1-4682).
4(c) Bylaws of the Company, as amended (Incorporated herein by
reference to Exhibit 3(ii), 4.2 to the Company's Form 8-B,
filed May 2, 1996, Commission File No. 1-4682).
5 Opinion of Wyatt, Tarrant & Combs (which opinion includes a
consent to its use as an exhibit to this
Registration Statement). 12
23(a) Consent of Wyatt, Tarrant & Combs (set forth in Exhibit 5
above).
23(b) Consent of KPMG Peat Marwick LLP. 14
24 Power of Attorney (precedes signatures). 9
EXHIBIT 5
WYATT, TARRANT & COMBS
CRESCENT CENTER
6075 POPLAR AVENUE, SUITE 650
P. O. BOX 775000
MEMPHIS, TENNESSEE 36177-5000 KENTUCKY
901-537-1000 INDIANA
FAX: 901-537-1010 TENNESSEE
------
WRITER'S DIRECT DIAL NUMBER
May 2, 1996
Board of Directors
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
Ladies and Gentlemen:
We have acted as counsel to Thomas & Betts Corporation, a
Tennessee corporation (the "Company"), in connection with the Post-
Effective Amendment No. 1 (the "Amendment") to the Registration
Statement on Form S-8 (the "Registration Statement"), filed on June 7,
1990, (Registration No. 33-35297), being filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"). The Company is the successor of Thomas
& Betts Corporation, a New Jersey corporation (the "Predecessor"), and
it is filing the Amendment to adopt the Registration Statement for the
purpose of continuing the offering of shares of Common Stock of the
Company, no par value, (the "Shares") under the Thomas & Betts Corporation
1990 Stock Option Plan (the "Plan").
We have reviewed applicable provisions of the Tennessee
Business Corporation Act, the Charter and Bylaws of the Company, as
amended, the Plan, the Articles of Merger providing for the merger
of the Predecessor into the Company effective May 2, 1996, and such
other documents and matters as we have considered necessary for the
purpose of this opinion. We have reviewed, and have relied on, the
Registration Statement, and the exhibits thereto.
We have assumed, for purposes of this opinion, that the Shares
will be duly authorized on the respective dates of the grant and
exercise of options under the Plan and that, on the dates of
exercise, the options will have been duly executed and delivered
and will constitute the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their
respective terms.
<PAGE>
WYATT, TARRANT & COMBS
Board of Directors
Thomas & Betts Corporation
May 2, 1996
Page 2.
Based upon the foregoing and subject to the qualifications
hereinafter set forth, we are of the opinion that the Shares are
duly authorized and, when issued and sold in accordance with the
Amendment, the prospectus delivered to participants in the Plan
pursuant to the requirements of the Act, the pertinent provisions
of any applicable state securities laws and the Plan, will be
legally issued, fully paid and nonassessable.
This opinion is limited to the law of the State of Tennessee
and the Federal laws of the United States of America, and we do not
express any opinion as to the laws of any jurisdiction other than
those specified.
Our opinion is directed to the Board of Directors of the
Company and may not be relied upon by any persons other than said
directors. We expressly disclaim any responsibility for advising
you of any change hereafter occurring in circumstances touching or
concerning the transaction which is the subject of this opinion,
including any changes in the law or in factual matters occurring
subsequent to the date of this opinion.
We hereby consent to the filing of this opinion, or copies
thereof, as an Exhibit to the Amendment. In giving this consent,
we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules
and regulations of the Securities and Exchange Commission thereun-
der.
Sincerely,
WYATT, TARRANT & COMBS
/s/ Wyatt, Tarrant & Combs
<PAGE>
KPMG Peat Marwick LLP
EXHIBIT 23(b)
Accountants' Consent
We consent to incorporation by reference in this registration
statement of our reports dated February 8, 1996, relating to the
consolidated balance sheets of Thomas & Betts Corporation and subsidiaries
as of December 31, 1995 and January 1, 1995 and the related consolidated
statements of earnings, cash flows and shareholders' equity for each of the
years in the three-year period ended December 31, 1995, and related
schedule, which reports appear or are incorporated by reference in the
December 31, 1995 annual report on Form 10-K of Thomas & Betts Corporation.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Memphis, Tennessee
May 1, 1996
