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As filed with Securities and Exchange Commission on January 28, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 95-4062211
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
150 Allen Road
Liberty Corner, New Jersey 07938
(908) 903-1600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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230,000 SHARES OF COMMON STOCK
TO BE ISSUED UNDER THE AMENDED AND RESTATED
1992 LONG TERM INCENTIVE PLAN
(Full title of the plan)
GERALD C. HARVEY, ESQ.
Vice President, Secretary and General Counsel
TRANSTECHNOLOGY CORPORATION
150 Allen Road
Liberty Corner, New Jersey 07938
(908) 903-1600
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
F. RONALD O'KEEFE, ESQ.
Hahn, Loeser & Parks LLP
3300 BP America Building
200 Public Square
Cleveland, Ohio 44114-2301
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each class Amount Maximum Maximum Amount of
of securities to be to be Offering Price Aggregate Registration
registered Registered Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock 230,000 Shares $26.375 $6,066,250 $1,789.54
- -------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices of
TransTechnology Corporation's (the "Company's") Common Stock as reported on the
New York Stock Exchange for January 27, 1998.
Page 1 of 12 pages
Exhibit Index Appears on Page II-8
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Company with the
Commission, as noted below, are incorporated by reference into this
Registration Statement:
(1) The Annual Report of the Company on Form 10-K for the fiscal year
ended March 31, 1997;
(2) All other reports filed by the Company pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since March 31, 1997, the end of the Company's most
recently completed fiscal year for which an Annual Report on Form
10-K was filed; and
(3) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed on December 22, 1987 (File
No. 1-7872).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered hereby have been sold or
that deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
TransTechnology Corporation (the "Company") is a Delaware corporation.
The Company's Certificate of Incorporation provides that the Company may
indemnify its officers and directors to the full extent permitted by law.
Section 145 of the General Corporation Law of the State of Delaware ("GCL")
provides that a Delaware corporation has the power to indemnify its officers
and directors in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith
in a manner reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no reasonable cause to believe his
conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any
claim, issue or matter as to which such director or officer shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that, despite the adjudication of liability, but in view of all the
circumstances of the case, such director or officer is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 145 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; and that the corporation shall have the power to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or incurred by him in any such
capacity or arising out of his status as such whether or not the corporation
would have the power to indemnify him
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against such liabilities under Section 145. Any indemnification under
subsections (a) and (b) (unless ordered by a court) shall be made only as
authorized in the specific case upon a determination by a majority vote of the
directors who are not parties to such action, suit or proceeding (or, if there
are no such directors, by an independent counsel or by the stockholders) that
indemnification is proper in the circumstances because he has met the standard
of conduct set forth in subsections (a) and (b).
The Company's Certificate of Incorporation also provides that, to the
fullest extent permitted by the GCL, a director shall not be liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty
as a director. Section 102 of the GCL authorizes such a provision, and states
that such a provision shall not eliminate or limit the liability of a director
(a) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments
of dividends or unlawful stock purchases or redemptions by the corporation, or
(d) for any transaction from which the director derived an improper benefit.
The Company's Bylaws provide that the Company shall indemnify, to the
fullest extent permitted by law, any person who was or is made or is threatened
to be made a party to (or is otherwise involved in) any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture or other business or
nonprofit entity. The Bylaws provide that the Company shall be required to
indemnify a person in connection with a proceeding initiated by such person
only if the proceeding was authorized by the Board of Directors of the Company.
The Bylaws provide that the Company shall pay the expenses (including
attorneys' fees) incurred in defending any proceeding in advance of its final
disposition, provided that any such advance payments shall be made only upon
receipt of an undertaking by the director or officer to repay all amounts
advanced if it should ultimately be determined that the director or officer is
not entitled to be indemnified under the Bylaws or otherwise.
The Company has entered into indemnity agreements with each of its
directors and executive officers, whereby the Company agrees to indemnify such
persons against liability to the extent permitted by law. The Company may from
time to time enter into indemnity agreements with additional individuals who
become officers and/or directors of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
4.1 Amended and Restated 1992 Long Term Incentive Plan.1
4.2 Form of Restricted Stock Award Agreement for use under the Company's
Amended and Restated 1992 Long Term Incentive Plan.2
4.3 Form of Incentive Stock Option Agreement for use under the Company's
Amended and Restated 1992 Long Term Incentive Plan.3
5.1 Opinion of Hahn Loeser & Parks LLP as to the legality of the Common Stock
registered hereby.
23.1 Consent of Hahn Loeser & Parks LLP - contained in the opinion filed as
Exhibit 5.1.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen.
23.4 Consent of Ocel, Heimer & Associates, Ltd.
24.1 Power of Attorney (included in Page II-6 hereto).
ITEM 9. UNDERTAKINGS.
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, as amended (the "Securities Act");
- ---------------
1 Filed as an exhibit to the Company's Registration Statement on Form S-2
(Registration No. 333-37395) on October 8, 1997.
2 Filed as an exhibit to the Company's Registration Statement on Form S-8
(Registration No. 33-59546) on March 15, 1993.
3 Filed as an exhibit to the Company's Registration Statement on Form S-8
(Registration No. 33-59546) on December 23, 1994.
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(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;
Provided however, that paragraphs (i) and (ii) above 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 Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Liberty Corner, State of New Jersey, on this
15th day of January, 1998.
TransTechnology Corporation
By: /s/ Gerald C. Harvey
--------------------------------------
Gerald C. Harvey
Vice President, Secretary
and General Counsel
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gerald C. Harvey and Joseph F. Spanier, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
II-6
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Michael J. Berthelot Chairman of the Board and January 15,1998
- ------------------------ Chief Executive Officer
Michael J. Berthelot (Principal Executive Officer)
/s/ Patrick K. Bolger President, Chief Operating Officer & January 15,1998
- ------------------------ Director
Patrick K. Bolger
/s/ Joseph F. Spanier Vice President, Treasurer & Chief January 15,1998
- ------------------------ Financial Officer (Principal
Joseph F. Spanier Financial & Accounting Officer)
/s/ Gideon Argov Director January 15,1998
- ------------------------
Gideon Argov
/s/ Walter Belleville Director January 15,1998
- ------------------------
Walter Belleville
/s/ Thomas V. Chema Director January 15,1998
- ------------------------
Thomas V. Chema
/s/ Michel Glouchevitch Director January 20,1998
- ------------------------
Michel Glouchevitch
/s/ James A. Lawrence Director January 15,1998
- ------------------------
James A. Lawrence
/s/ William G. Recker Director January 15,1998
- ------------------------
William G. Recker
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
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Number Description Number
- ------- ----------- ------
<S> <C> <C>
*4.1 Amended and Restated 1992 Long Term Incentive Plan......................
**4.2 Form of Restricted Stock Award Agreement for use under the Company's
Amended and Restated 1992 Long Term Incentive Plan......................
***4.3 Form of Incentive Stock Option Agreement for use under the Company's
Amended and Restated 1992 Long Term Incentive Plan......................
5.1 Opinion of Hahn Loeser & Parks LLP as to the legality of the
Common Stock registered hereby.......................................... II-9
23.1 Consent of Hahn Loeser & Parks LLP (contained in the opinion filed as
Exhibit 5.1)............................................................
23.2 Consent of Deloitte & Touche LLP........................................ II-10
23.3 Consent of Arthur Andersen.............................................. II-11
23.4 Consent of Ocel, Heimer & Associates, Ltd............................... II-12
24.1 Power of Attorney (included in Page II-6 hereto)
</TABLE>
*Filed as an exhibit to the Company's Registration Statement on Form S-2
(Registration No. 333-37395) on October 8, 1997.
**Filed as an exhibit to the Company's Registration Statement on Form S-8
(Registration No. 33-59546) on March 15, 1993.
*** Filed as an exhibit to the Company's Registration Statement on Form S-8
(Registration No. 33-59546) on December 23, 1994.
II-8
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EXHIBIT 5.1
[HAHN LOESER & PARKS LLP LOGO]
Attorneys at Law Telephone: 216/621-0150
3300 BP America Building Facsimile: 216/241-2824
200 Public Square
Cleveland, OH 44114-2301 Cleveland - Columbus
January 26, 1998
TransTechnology Corporation
150 Allen Road
Liberty Corner, New Jersey 07938
Gentlemen:
You have requested our opinion with respect to 230,000 shares of
common stock, $.01 par value per share (the "Shares"), of TransTechnology
Corporation, a Delaware corporation (the "Company"), which Shares are to be
issued to certain officers, key employees and directors of the Company pursuant
to the terms of the Company's Amended and Restated 1992 Long Term Incentive
Plan (the "Plan"). The Shares are the subject of a Registration Statement on
Form S-8 (the "Registration Statement"), to which this opinion is attached as an
exhibit, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
In connection with the foregoing, we have examined (a) the Amended
and Restated Certificate of Incorporation and the Amended Bylaws of the Company
and Agreement filed as an exhibit to the Registration Statement with (b) such
records of the corporate proceedings of the Company and such other documents as
we deemed necessary to render this opinion.
Based upon such examination, we are of the opinion that:
1. The Company is a corporation organized and validly existing
under the laws of the State of Delaware.
2. The Shares to be sold by the Company have been duly
authorized and, when issued and sold pursuant to the Plan,
and in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Hahn Loeser & Parks LLP
HAHN LOESER & PARKS LLP
II-9
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
TransTechnology Corporation on Form S-8 of our reports dated May 12, 1997,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
TransTechnology Corporation for the year ended March 31, 1997.
Deloitte & Touche LLP
Parsippany, New Jersey
January 28, 1998
II-10
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[ARTHUR ANDERSEN LETTERHEAD]
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The New Seeger Group:
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated May 28, 1996 included in the Annual Report on
Form 10-K of TransTechnology Corporation for the year ended March 31, 1997
into this Registration Statement.
ARTHUR ANDERSEN
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH
Laupenmuhlen
Wirtschaftsprufer
(certified auditor)
Eschborn/Frankfurt/M.
January 27, 1998
II-11
<PAGE> 1
[OCEL, HEIMER & ASSOCIATES, LTD. LETTERHEAD]
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
TransTechnology Corporation on Form S-8 of our report dated February 6, 1997 on
our audit of the financial statements of TCR Corporation as of December 31,
1996 and 1995 and for the years then ended, appearing in the Current Report on
Form 8K/A of TransTechnology Corporation dated April 17, 1997, which is also
incorporated by reference in this Registration Statement, and to all references
to us included in this Registration Statement.
Ocel, Heimer & Associates, Ltd.
Minneapolis, MN
January 23, 1998
II-12
