<PAGE>
As filed with the Securities and Exchange Commission on December 20, 1999
Registration Statement No. 333____
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)
TENNESSEE 22-1326940
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
8155 T & B Boulevard
MEMPHIS, TENNESSEE 38125
------------------------------------------------------------
(Address of principal executive offices, including zip code)
THOMAS & BETTS CORPORATION EMPLOYEES' INVESTMENT PLAN
-----------------------------------------------------------
(Full title of the plan)
Jerry Kronenberg, Esq.
Vice President-General Counsel and Secretary
Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, Tennessee 38125
(901) 252-8000
---------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Jean D. Renshaw, Esq.
Drinker Biddle & Reath LLP
One Logan Square, 18th and Cherry Streets
Philadelphia, PA 19103-6996
(215) 988-2700
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C>
- ---------------------------- --------------------------------- --------------------------------------------------------------------
PROPOSED MAXIMUM AGGREGATE
TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED(2) OFFERING PRICE(3) AMOUNT OF REGISTRATION FEE
REGISTERED
- ---------------------------- --------------------------------- ------------------------------------ -------------------------------
Common Stock, par value 500,000 Shares $14,515,625.00 $3,833
$0.10 per share and
Preferred Stock Purchase
Rights(1)
- ---------------------------- --------------------------------- ------------------------------------ -------------------------------
</TABLE>
(1) The Preferred Stock Purchase Rights currently trade with the
Registrant's Common Stock. Value attributable to such Preferred Stock
Purchase Rights, if any, is reflected in the market price of the Common
Stock.
(2) 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. This registration statement also covers an indeterminate amount
of shares of Common Stock as may become issuable under the Plan in
connection with share splits, share dividends or similar transactions.
(3) Pursuant to Rule 457(h), calculated on the basis of $29.03125 the
average of the highest and lowest prices of the Common Stock on the
composite reporting system for stocks listed on the New York Stock
Exchange on December 15, 1999.
-1-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(NOT REQUIRED TO BE FILED AS PART OF THIS REGISTRATION STATEMENT)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E (Registration of Additional
Securities) to Form S-8, the Registrant hereby incorporates by reference the
contents of Registration Statement on Form S-8 (Registration No. 33-56789) and
any Post-Effective Amendments thereto except for the items set forth below:
ITEM 8 EXHIBITS
5 Opinion of Penelope Y. Turnbow, Esq.
23 Consent of KPMG LLP, independent public accountants.
24 Powers of Attorney
The Registrant received a letter from the Internal Revenue Service (the
"IRS") dated September 9, 1996 stating that a favorable determination had been
made as to the qualified status of the Thomas & Betts Corporation Employees'
Investment Plan, as amended and restated effective October 12, 1992 and
Amendments Numbers 1 through 3 thereto. The Plan has been amended and restated
to comply with the provisions of the Small Business Job Protection Act of 1996,
the Taxpayer Relief Act of 1997 and other recent legislation, and the Registrant
intends to submit the amended and restated Plan to the IRS for a new
determination of its qualified status.
-2-
<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-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 this 20th day of
December, 1999.
THOMAS & BETTS CORPORATION
(Registrant)
By: /s/Fred R. Jones
----------------------------------------
Fred R. Jones
Vice President-Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on December 20, 1999 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ------
<S> <C>
/s/ Clyde R. Moore* President and Chief Executive Officer and Director
- --------------------------------------- (Principal Executive Officer)
Clyde R. Moore
/s/ Ernest H. Drew* Director
- ---------------------------------------
Ernest H. Drew
/s/ T. Kevin Dunnigan* Chairman of the Board and Director
- ---------------------------------------
T. Kevin Dunnigan
/s/ Jeananne K. Hauswald* Director
- ---------------------------------------
Jeananne K. Hauswald
/s/ Fred R. Jones Vice President-Chief Financial Officer December 20, 1999
- --------------------------------------- (Principal Accounting Officer and
Fred R. Jones Principal Financial Officer)
/s/ Ronald B. Kalich, Sr.* Director
- ---------------------------------------
Ronald B. Kalich. Sr.
/s/ Robert A. Kenkel* Director
- ---------------------------------------
Robert A. Kenkel
/s/ Jerry Kronenberg* Vice President-General Counsel and Secretary
- ---------------------------------------
Jerry Kronenberg
/s/ Kenneth R. Masterson* Director
- ---------------------------------------
Kenneth R. Masterson
/s/ Thomas C. McDermott* Director
- ---------------------------------------
Thomas C. McDermott
/s/ Jean-Paul Richard* Director
- ---------------------------------------
Jean-Paul Richard
/s/ Jerre L. Stead* Director
- ---------------------------------------
Jerre L. Stead
/s/ William H. Waltrip* Director
- ---------------------------------------
William H. Waltrip
*By: /s/ Fred R. Jones Attorney-in-Fact December 20, 1999
- ---------------------------------------
Fred R. Jones
</TABLE>
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<PAGE>
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 20th day of December, 1999.
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
By: /s/David D. Myler
------------------
David D. Myler
Plan Administrator
-4-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- -------- -------
5 Opinion of Penelope Y. Turnbow, Esq.
23 Consent of KPMG LLP, independent public accountants.
24 Powers of Attorney
-5-
<PAGE>
EXHIBIT 5
OPINION OF PENELOPE Y. TURNBOW, ESQUIRE
December 20, 1999
Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, Tennessee 38125
Ladies and Gentlemen:
I am the Assistant Secretary and Corporate Counsel of Thomas & Betts
Corporation (the "Company") and I have acted as its counsel in connection with
the preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") pursuant to the Securities Act of 1933, as amended
(the "Act"), relating to the offering of up to 500,000 shares of the Company's
Common Stock, par value $.10 per share (the "Shares") under the Thomas & Betts
Corporation Employees' Investment Plan (the "Plan"). This opinion is being
furnished to you in response to Item 601(b)(5) of Regulation S-K and the
instructions to the Form S-8. I am familiar with the proceedings to date with
respect to the Plan and have examined such records, documents and matters of
fact as I have considered relevant for purposes of this opinion.
I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Tennessee and is duly authorized to carry on the
business in which it is engaged.
2. The Shares are duly authorized and, when issued and paid for
pursuant to the terms of the Plan will be validly issued, fully paid and
non-assessable shares of Common Stock of the Company.
I express no opinion as to the laws of any jurisdiction other than
those of the State of Tennessee and the federal laws of the United States of
America.
I hereby consent to the use of this opinion as an exhibit to this
Registration Statement. In giving this consent, I do not admit that I come
within the categories of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Penelope Y. Turnbow, Esq.
-----------------------------
Penelope Y. Turnbow, Esq.
-6-
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Thomas & Betts Corporation
We consent to the use of our report incorporated herein by reference.
KPMG LLP
/s/ KPMG LLP
------------------
Memphis, Tennessee
December 20, 1999
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<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Clyde R. Moore, Jerry
Kronenberg and Fred R. Jones, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, to execute a
Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the registration of up to 500,000 shares of Thomas & Betts Corporation Common
Stock in connection with the Thomas & Betts Corporation Employees' Investment
Plan and any and all amendments to such Registration Statement whether filed
prior or subsequent to the time such Registration Statement becomes
effective, including amendments and any post-effective amendments to such
Registration Statement for the same offering that are to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended;
and hereby ratifies and confirms all that such attorneys-in-fact and agents,
or any of them, or their or his substitute or substitutes may lawfully do or
cause to be done by virtue of these presents.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Clyde R. Moore President and Chief Executive Officer and Director February 3, 1999
- --------------------------------------------
Clyde R. Moore
/s/ Ernest H. Drew Director February 3, 1999
- --------------------------------------------
Ernest H. Drew
/s/ T. Kevin Dunnigan Chairman of the Board and Director February 1, 1999
- --------------------------------------------
T. Kevin Dunnigan
/s/ Jeananne K. Hauswald Director February 3, 1999
- ------------------------------------
Jeananne K. Hauswald
/s/ Fred R. Jones Vice President-Chief Financial Officer February 3, 1999
- --------------------------------------------
Fred R. Jones
/s/ Ronald B. Kalich, Sr. Director February 1, 1999
- --------------------------------------------
Ronald B. Kalich, Sr.
/s/ Robert A. Kenkel Director February 3, 1999
- --------------------------------------------
Robert A. Kenkel
/s/ Jerry Kronenberg Vice President-General Counsel and Secretary February 3, 1999
- --------------------------------------------
Jerry Kronenberg
/s/ Kenneth R. Masterson Director February 2, 1999
- --------------------------------------------
Kenneth R. Masterson
/s/ Thomas C. McDermott Director February 1, 1999
- ------------------------------------
Thomas C. McDermott
/s/ Jean-Paul Richard Director February 3, 1999
- --------------------------------------------
Jean-Paul Richard
/s/ Jerre L. Stead Director February 3, 1999
- --------------------------------------------
Jerre L. Stead
/s/ William H. Waltrip Director February 3, 1999
- --------------------------------------------
William H. Waltrip
</TABLE>
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