1
AS FILED WITH THE As Filed With the Securities and Exchange Commission on April 29, 2002
Registration No. 333-84036
SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996
-------------------------------------------------------------------------
REGISTRATION NO. 33-
--------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
----------------------
Amendment No. 3
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
Under
The Securities Act of 1933
IDEX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------------------
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
---------------------------------
36-3555336
(I.R.S. EMPLOYER IDENTIFICATION NO.)
---------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware | | 36-3555336 |
(State or Other Jurisdiction of | | (I.R.S. Employer |
Incorporation or Organization) | | Identification No.) |
630 DUNDEE ROAD
NORTHBROOK, ILLINOISDundee Road
Northbrook, Illinois 60062
(847) 498-7070
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------------------
WAYNE
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Wayne P. SAYATOVIC, SENIOR VICE PRESIDENT-FINANCE
FINANCIAL OFFICER AND SECRETARY
Sayatovic
Senior Vice President—Finance and Chief Financial Officer
IDEX CORPORATION
Corporation
630 DUNDEE ROAD, SUITE 400
NORTHBROOK, ILLINOISDundee Road
Northbrook, Illinois 60062
(847) 498-7070
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
--------------------------------
COPY TO:
MARK A. STEGEMOELLER, ESQ.
LATHAM & WATKINS
233 SOUTH WACKER, SUITE 5800
CHICAGO, ILLINOIS 60606
(312) 876-7700
---------------------------------
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies To:
Christopher D. Lueking, Esq. Latham & Watkins 233 South Wacker Drive, Suite 5800 Chicago, Illinois 60606 (312) 876-7700 | | Rohan S. Weerasinghe, Esq. Shearman Sterling 599 Lexington Avenue New York, New York 10022 (212) 848-4000 |
Approximate date of commencement of proposed sale to the public: From
time to time As soon as practicable after the effective date of thethis Registration Statement as
determined by market conditions.
---------------------------------
becomes effective.
If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] --------------------------------
¨.
If any of the securities being registered on this formForm 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]
---------------------------------
2
¨. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ____________________
¨.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ____________________
¨.
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
______________________________
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Amount to be offering price aggregate offering Amount of
Title of Securities to be registered Registered per unit price (1) registration fee
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share. . . . . 75,700 shares $37.125 $2,810,362 $851.62
- ---------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
and calculated in accordance with Rule 457(c)¨.
The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration
statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statementRegistration Statement shall become effective on such date as the Commission, acting pursuant to said sectionSection 8(a), may determine.
Explanatory Note
This Amendment No. 3
Information contained herein is
subject to completion or amendment. A
registration statement relating to these securities has beenbeing filed
withsolely for the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted priorpurpose of the filing an additional exhibit to the
time the registration statement becomes
effective.Registration Statement. 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.
PROSPECTUS
75,700 SHARES
IDEX CORPORATION
COMMON STOCK
All of the shares of Common Stock of IDEX Corporation (the "Company"
or "IDEX") offered hereby are being sold by a shareholder of the Company (the
"Selling Shareholder"). See "Selling Shareholder." The Company's Common Stock
is traded on the New York Stock Exchange under the symbol "IEX." On October
29, 1996, the last reported sale price of the Common Stock on the New York
Stock Exchange was $37.125 per share. The Company will not receive any
proceeds from the sale of Common Stock by the Selling Shareholder.
The Selling Stockholder has informed the Company that he intends to
dispose of the shares of Common Stock offered hereby from time to time in one
or more of the following transactions: (a) to underwriters who will acquire
the shares for their own account and resell them in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale (any public offering price and
any discount or concessions allowed or reallowed or paid to dealers may be
changed from time to time); (b) through brokers, acting as principal or agent,
in transactions (which may involve crosses and block transactions) on a
stock exchange or in the over-the-counter market, in special offerings, or
otherwise, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices or at fixed prices; (c)
directly or through brokers or agents in private sales at negotiated prices, or
(d) by any other legally available means. To the extent required, the shares
of Common Stock to be sold, the respective purchase price and public offering
price, the names of any such agent, dealer or underwriter, and any applicable
commission or discount with respect to a particular offer will be set forth in
an accompanying Prospectus Supplement. The aggregate proceeds to the Selling
Shareholder from the sale of the shares of Common Stock described herein will
be the purchase price of such shares less the aggregate agents' commissions and
underwriters' discounts, if any. By agreement, IDEX will pay all of the other
expenses of this offering. See "Plan of Distribution."
_________________________________
See "Investment Considerations" for a discussion of certain factors
that should be considered in evaluating an investment in the Common Stock.
_________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________________
The Date of this Prospectus is October 31, 1996
4
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act") with respect to the securities offered
hereby. This ProspectusAmendment No. 3 does not contain all information set fortha copy of the Prospectus included in the Registration Statement, part of which has been omitted in accordance with the
rules and regulations of the Commission. For further information about the
Company and the securities offered hereby, reference is made to the
Registration Statement, including the exhibitsunchanged from Amendment No. 2 filed as a part thereof and
otherwise incorporated therein. Statements made in this Prospectus as to the
contents of any document referred to are not necessarily complete, and in each
instance reference is made to such exhibit for a more complete description and
each such statement is qualified in its entirety by such reference.
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 periodic reports and other information with the
Commission. The Registration Statement, including exhibits thereto, as well as
such reports and other information filed by the Company with the Commission can
be inspected, without charge, and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
Room 1024; 75 Park Place, New York, New York 10007, Room 1400; and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, Room 1024 at prescribed rates.
Such materials can also be inspected at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005. The Commission also maintains a Web site
that contains registration statements, reports, proxy and information
statements and other materials regarding the Company that are filed through the
Commission's Electronic Data Gathering, Analysis and Retrieval System. This
Web site can be accessed at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Company pursuant to the Exchange Act are incorporated by reference in this
Prospectus and made a part hereof: the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995; the Company's Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31 and June 30, 1996; the
Company's Current Report on Form 8-K dated July 29, 1996; the Company's proxy
statement dated March 26, 1996 relating to the 1996 Annual Meeting of
Shareholders; and the description of the Company's Common Stock contained in
the Company's registration under Section 12 of the Exchange Act, dated April 19, 1996, including any amendment or report updating such description. In
addition, 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 Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents (such documents and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents," provided, however, that
documents enumerated above or subsequently filed by the Company pursuant to
Section 13 or 14 of the Exchange Act prior to the filing of the Company's
Annual Report on Form 10-K for the most recent fiscal year with the Commission
shall not be Incorporated Documents or be incorporated by reference in this
Prospectus or be a part hereof from and after such filing of such Annual Report
on Form 10-K).
Any statement contained in an Incorporated Document or deemed to be
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
modifies, supersedes or replaces such statement. Any 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 any person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
the documents so incorporated. Requests for such copies should be directed to
IDEX Corporation, 630 Dundee Road, Northbrook, Illinois 60062 (telephone number
(847) 498-7070), Attention: Secretary.
-2-
5
SELLING SHAREHOLDER
As of July 29, 1996, Mitchell H. Saranow (the "Selling Shareholder"),
owned an aggregate of 75,700 shares of Common Stock of the Company,
constituting approximately 0.4% of the outstanding Common Stock of the Company.
The Selling Shareholder acquired his shares as consideration for the sale of
all of the outstanding shares of The Saranow Company, an entity engaged in the
management of the Fluid Management business, to a subsidiary of the Company as
part of the Fluid Management Acquisition. The Selling Shareholder (together
with his wife and trusts for the benefit of his children) indirectly owned a
substantial equity interest in Fluid Management Limited Partnership and, as
such, received significant proceeds from the Fluid Management Acquisition. The
Selling Shareholder has not had a material relationship with the Company in the
past three years other than in connection with the Fluid Management
Acquisition. The Selling Shareholder is currently the Chairman of the Board
of Directors of Fluid Management, Inc., a subsidiary of the Company.
The Selling Shareholder proposes to sell 75,700 shares of the
Company's Common Stock from time to time and retain no shares upon completion
of the offering.
PLAN OF DISTRIBUTION
The Selling Shareholder may sell Common Stock to or through
underwriters and also may sell Common Stock directly to other purchasers or
through agents.
The Selling Stockholder has informed the Company that he intends to
dispose of the shares of Common Stock offered hereby from time to time in one
or more of the following transactions: (a) to underwriters who will acquire
the shares for their own account and resell them in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale (any public offering price and
any discount or concessions allowed or reallowed or paid to dealers may be
changed from time to time); (b) through brokers, acting as principal or agent,
in transactions (which may involve crosses and block transactions) on a stock
exchange or in the over-the-counter market, in special offerings, or otherwise,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices; (c) directly
or through brokers or agents in private sales at negotiated prices, or (d) by
any other legally available means.
In connection with the sale of Common Stock, underwriters may receive
compensation from the Selling Shareholder or from purchasers of Common Stock
for whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell Common Stock to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. The Selling Shareholder, underwriters, dealers and
agents that participate in the distribution of Common Stock may be deemed to be
underwriters, and any discounts or commissions received by them and any profit
on the resale of Common Stock by them may be
-3-
6
deemed to be underwriting discounts and commissions under the Exchange Act. To
the extent required at the time any particular offer of the shares of Common
Stock described herein is made, a Prospectus supplement will be distributed
which will set forth the aggregate amount of shares of Common Stock being
offered, the terms of the offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions and other items
constituting compensation from the Selling Shareholder and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
Under agreements which may be entered into by the Selling Shareholder,
underwriters, dealers and agents who participate in the distribution of Common
Stock may be entitled to indemnification by the Selling Shareholder against
certain liabilities, including liabilities under the Exchange Act. The
underwriting of any offering of Common Stock by the Selling Shareholder will
conform to the requirements set forth in the applicable sections of Schedule E
to the By-Laws of the National Association of Securities Dealers, Inc.
To comply with certain states' securities laws, if applicable, the
Common Stock will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Common Stock may not be offered or sold unless they have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution, as such term is defined in Rule 10b-6 under
the Exchange Act, of the Securities may not simultaneously engage in certain
market making activities with respect to such Securities for a specified
period or periods prior to the commencement of such distribution. In addition
to and without limiting the foregoing, the Selling Shareholder and any other
person participating in a distribution will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including without
limitation rules 10b-2, 10b-6 and 10b-7, which rules may limit the timing of
purchases and sales of any of the Common Stock by the Selling Shareholder or any
such other person.
Pursuant to agreements entered into with the Selling Shareholder at
the time the Common Stock was issued, IDEX will pay substantially all of the
expenses incident to the registration, offering and sale of the Common Stock to
the public other than commissions and discounts of underwriters, dealers or
agents. Such expenses (excluding such commissions and discounts) are estimated
to be approximately $13,000.
LEGAL MATTERS
The legality of the Common Stock offered hereby has been passed upon
for IDEX by Latham & Watkins, Chicago, Illinois.
EXPERTS
The financial statements and the related financial statement schedules
as of December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995 incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 and
the Financial Statements of Fluid Management Limited Partnership., incorporated
in this Prospectus by reference from the Company's Current Report on Form 8-K
dated July 29, 1996 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports given
upon their authority as experts in accounting and auditing.
-4-
7
___________________________________________________
No dealer, salesman, or other person has been
authorized to give any information or to make any
representation, other than those contained in this
Prospectus, in connection with the offering made
by this Prospectus and information or
representations not herein contained, if given or
made, must not be called upon as having been
authorized. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to
buy, the securities offered hereby. Neither the
delivery of this Prospectus nor any sales made
hereunder shall under any circumstances create any
implication that the information contained herein
is correct as of any time subsequent to the date
hereof.
______________________________
___________________________________________________
75,700 Shares
IDEX CORPORATION
Common Stock
_______________________________
PROSPECTUS
_______________________________
October 31, 1996
___________________________________________________
8
16, 2002.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SetOther Expenses of Issuance and Distribution.
The following table sets forth
below is an estimate (except for the
Commission and NYSE
fees) of the fees andestimated expenses
payable by the Registrant in connection with the distribution of the
Common Stock:
Securities and Exchange Commission registration fee . . . . . . $ 852
Legal fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Accountants' fees . . . . . . . . . . . . . . . . . . . . . . . 5,000
NYSE listing fee . . . . . . . . . . . . . . . . . . . . . . . . 1,500
Chicago Stock Exchange listing fee . . . . . . . . . . . . . . . 379
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 269
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13,000
=======
- -----------------------
ITEMsecurities covered by this Registration Statement. IDEX has agreed to pay all fees and expenses incident to this registration of this offering, other than sales commissions, discounts and applicable taxes. | SEC registration fee | | $ | 20,314 |
| Legal fees and expenses | | | 250,000 |
| Accounting fees and expenses | | | 80,000 |
| EDGAR formatting and related expenses | | | 80,000 |
| Listing application fees and expenses | | | 6,000 |
| Miscellaneous expenses | | | 63,686 |
| | |
|
|
| Total | | $ | 500,000 |
| | |
|
|
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 102(b)(7)Indemnification of Directors and Officers.
As permitted by the Delaware General Corporation Law, (the "DGCL"), which enables a corporation in its original
certificatethe Company’s Restated Certificate of incorporation or an amendment thereto to eliminate or limit the
personal liability ofIncorporation provides that a director for violations of the director's fiduciary
duty, except (i)Company will not be personally liable to the Company or its shareholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for breach of the director's duty of loyalty to the corporationCompany or its stockholders,shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant tounder Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions)Delaware General Corporation Law (governing distributions to shareholders), or (iv) for any transaction fromfor which a director derivedderives an improper personal benefit. Reference also is made toIn addition, Section 145 of the DGCL which provides that
a corporation may indemnify any persons, including officersDelaware General Corporation Law and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reasonArticle III, Section 13 of the factCompany’s Amended and Restated By-Laws, under certain circumstances, provide for the indemnification of the Company’s officers, directors, employees and agents against liabilities which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided is contained herein, but that such person was andescription is qualified in its entirety by reference to Article III, Section 13 of the Company’s Amended and Restated By-Laws.
In general, any officer, director, employee or agent will be indemnified against expenses, including attorney’s fees, fines, settlements or judgments, which were actually and reasonably incurred, in connection with a legal proceeding, other than one brought by or on behalf of the Company, to which he or she was a party as a result of such corporation,relationship, if he or she acted in good faith, and in the manner he or she believed to be in or not opposed to the Company’s best interest and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the action is brought by or on behalf of the Company, the person to be indemnified must have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Company’s best interest, but no indemnification will be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of Delaware, or the court in which such action was brought, determines upon application that, despite adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which such Court of Chancery or such other court shall deem proper.
Any indemnification under the previous paragraphs (unless ordered by a court) will be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper under the circumstances because he or she has met the applicable standard of
II-1
conduct set forth above. Such determination will be made (i) by the Company’s Board of Directors by a majority vote of a quorum of disinterested directors who were not parties to such actions, (ii) by a committee of the Company’s Board of Directors who were not parties to such action, where the committee is designated by majority vote of such directors even though less than a full quorum of the full Board of Directors, (iii) by independent legal counsel in a written opinion, or (iv) by the shareholders. To the extent that a director, officer, employee or agent of the Company is successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the previous paragraph, he or she will be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him or her in connection therewith.
Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Company as authorized by the Company’s Amended and Restated By-Laws. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Company’s Board of Directors deems appropriate.
The indemnification and advancement of expenses provided by, or granted pursuant to, Section 13 of the Company’s Amended and Restated By-Laws is not deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. If a claim for indemnification or payment of expenses under Section 13 of the Company’s Amended and Restated By-Laws is not paid in full within ninety (90) days after a written claim therefore has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company has the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
The Company’s Board of Directors may authorize, by a vote of a majority of a quorum of the Company’s Board of Directors, the Company to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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, trust or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, finesother enterprise against any liability asserted against him or her and amounts paid
in settlement actually and reasonably incurred by him or her in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of Section 13 of the Company’s Amended and Restated By-Laws. The Company’s Board of Directors may authorize the Company to enter into a contract with any person in connection
with such action, suitwho is or proceeding, provided suchwas a director, officer, director, employee or agent actedof 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, trust or other enterprise providing for indemnification rights equivalent to or, if the Company’s Board of Directors so determines, greater than those provided for in good faithSection 13 of the Company’s Amended and Restated By-Laws.
The Company has also purchased insurance for its directors and officers for certain losses arising from claims or charges made against them in a manner he reasonably believed to be in or
not opposed totheir capacities as directors and officers of the corporation's best interests and, for criminal proceedings,
had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnifyCompany.
The Company has entered into contracts with each of its officers and directors in an action by or inrequiring the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudgedCompany to be liableindemnify such persons and advance litigation expenses to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director actually and reasonably incurred.
The Restated Certificate of Incorporation, as amended, and the Amended
and Restated Bylaws of IDEX, as amended (filed as Exhibits 4.1 through 4.2(a)),
provide for indemnification of officers and directorspersons to the fullest extent permitted by applicable law. The Registration Rights Agreementcontracts also require the Company to (i) indemnify such officers and directors upon receipt of an opinion of counsel in certain cases, (ii) pay indemnity demands pending a determination of entitlement thereunder, and (iii) demonstrate, in any action brought thereunder, that such officer or director was not entitled to indemnification under applicable law.
The registration rights agreement between
IDEXthe Company and the
Selling
Shareholderselling shareholder relating to the
Common Stockcommon stock requires
IDEX,the Company, on the one hand, and the
Selling Shareholder,selling shareholder, on the other hand, under certain circumstances, to indemnify each other and their respective officers and directors against certain liabilities, including liabilities under the Securities Act, incurred in connection with the registration of such securities.
II-1
9 II-2
Item 16. Exhibits.
The following documents are filed as exhibits to this Registration Statement, including those exhibits incorporated herein by reference to a prior filing of IDEX has entered into contracts with eachCorporation under the Securities Act or the Exchange Act as indicated in parenthesis:
Exhibit No.
| | Description
|
| **2.1 | | Form of its officers and
directors requiring IDEX to indemnify such persons and to advance litigation
expenses to such persons to the fullest extent permitted by applicable law.
Delaware law presently permits a Delaware corporation (i) to indemnify any
officer or director in any third-party or governmental actions against them
for expenses, judgments, fines and amounts paid in settlement and, in
derivative actions, for expenses, if the indemnitee acted in good faith and in
the manner he believed to be in or not opposed to the best interest of such
corporation, and (ii) to advance expenses in any action, provided that such
officer or director agrees to reimburse the corporation if it is ultimately
determined that he was not entitled to indemnification. The contracts also
require IDEX to (i) indemnify such officers and directors upon receipt of an
opinion of counsel in certain cases, (ii) pay indemnity demands pending a
determination of entitlement thereto, and (iii) demonstrate, in any action
brought thereunder, that such officer or director was not entitled to
indemnification under applicable law.
ITEM 16. EXHIBITS.
Exhibit
Number Description
------ -----------
2.1 Asset Purchase Agreement dated July 26, 1996 betweenamong IDEX, the selling shareholders and Fluid Management
Limited Partnership, Fluid Management U.S. L.L.C., Fluid Management Service,
Inc., Fluid Management Canada, L.L.C., Fluid Management France, SNC, FM
International, Inc., and Fluid Management Europe B.V. (incorporated by reference
to Exhibit No. 2.1 to the Quarterly Report of IDEX on Form 10-Q for the quarter
ended June 30, 1996, Commission File No. 1-10235). A copy of the omitted
schedules will be furnished to the Commission upon request.
4.1 underwriters.| 3.1 | | Restated Certificate of Incorporation of IDEX Corporation (formerly HI, Inc.) (incorporated by reference to Exhibit No. 3.1 to the Registration Statement on Form S-1 of IDEX Corporation, et all.al., Registration No.N. 33-21205, as filed on April 21, 1988).
4.1(a) | | 3.1(a) | | Amendment to Restated Certificate of Incorporation of IDEX as amendedCorporation (formerly HI, Inc.) (incorporated by reference to Exhibit No. 3.1(a) to the Quarterly Report of IDEX on Form 10-Q for the quarter ended March 31, 1996, Commission File No. 1-10235).
4.2 | | 3.2 | | Amended and Restated BylawsBy-Laws of IDEX Corporation (incorporated by reference to Exhibit No.to Exhibit 3.2 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 of IDEX, Corporation, et al., Registration No. 33-21205, as filed on July 17, 1989).
4.2(a) | | 3.2(a) | | Amended and Restated Article III, Section 13 of the Amended and Restated BylawsBy-Laws of IDEX Corporation (incorporated by reference to Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 of IDEX, Corporation, et al., Registration No. 33-21205, as filed on February 12, 1990).
4.3 | | 4.1 | | Restated Certificate of Incorporation and By-Laws of IDEX Corporation (filed as Exhibits 3.1 through 3.2(a)). | | 4.2 | | Specimen of Certificate of Common Stock Certificateof IDEX Corporation (incorporated by reference to Exhibit No. 4.3 to the Registration Statement on FormsForm S-2 of IDEX, Corporation, et al., Registration No. 33-42208, as filed on September 16, 1991).
*5 | | *5.1 | | Opinion of Latham & Watkins regardingas to the legalityvalidity of the securities being
offered.
24(a) common stock. | | 10.1 | | Registration Rights Agreement, dated January 22, 1988, among IDEX, KKR Associates and IDEX Associates, relating to the Common Stock (Incorporated by reference to Exhibit No. 10.8 to the Registration Statement on Form S-1 of IDEX Corporation, et al, Registration No. 33-21205, as filed on April 21, 1988). | | 10.2 | | Form of Shareholder Purchase and Sale Agreement of IDEX Corporation (incorporated by reference to Exhibit No. 10.24 to Amendment No. 1 to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-28317, as filed on June 1, 1989). | | *23.1 | | Consent of Deloitte & Touche LLP, independent auditors. | | *23.2 | | Consent of Latham & Watkins (included in theirthe opinion filed as Exhibit 5)5.1).
*24(b) Consent of Deloitte & Touche LLP for IDEX Financial Statements.
*24(c) Consent of Deloitte & Touche LLP for Fluid Limited Partnership Financial
Statements..
*25 | | *24.1 | | Powers of Attorney (included on the signature page of Messrs. Boyce, Sayatovic, Heath, Luers, Raether,
Robbins, Roberts, Springer and Tokarz.
the initial Registration Statement). |
__________________________________
* filed herewith
II-2
10
II-3
Item 17. 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 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 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.
The undersigned Registrantregistrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the
registrant'sIDEX Corporation’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'splan’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 that insofar (b) 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 provision described underprovisions set forth in Item 15 above, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such as 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 a registrant of expenses incurred or paid by a director, officer, or controlling personsperson of suchthe 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 of whether such indemnification by it is against public policy as expressed in the Act to a court of appropriate jurisdiction and will be governed by the final adjudication of such issue.
II-3
11
The registrant hereby further undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. II-4
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the
Registrantas amended, IDEX 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 Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northbrook, State of Illinois, on the 31st day
of October, 1996.
IDEX CORPORATION
By /S/ WAYNE P. SAYATOVIC
--------------------------------
Wayne P. Sayatovic
Senior Vice President - Finance,
Chief Financial
Officer and Secretary
April 29, 2002. | Senior Vice President – Finance |
| and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 3 to the Registration Statement has been signed below by the following persons in the capacities andindicated on the dates indicated. Signature
| | Title
| | Date
--------- ----- ----
/S/ DONALD N. BOYCE
| *
Dennis K. Williams | | Chairman of the Board, President, October 31, 1996
------------------------------ and Chief Executive Officer Donald N. Boyce
WAYNE(Principal Executive Officer) and Director | | April 29, 2002 | | *
Wayne P. SAYATOVIC* Sayatovic | | Senior Vice President - President—Finance October 31, 1996
--------------------------and Chief Financial Officer and
Wayne P. Sayatovic Secretary (Principal Financial and Accounting Officer)
RICHARD | | April 29, 2002 | | *
Bradley J. Bell | | Director | | April 29, 2002 | | *
Gregory B. Kenny | | Director | | April 29, 2002 | | *
William H. Luers | | Director | | April 29, 2002 | | *
Paul E. HEATH* Raether | | Director October | | April 29, 2002 | | *
Neil A. Springer | | Director | | April 29, 2002 | | *
Michael T. Tokarz | | Director | | April 29, 2002 |
/S/ WAYNE P. SAYATOVIC *By: Wayne P. Sayatovic (Attorney in Fact) II-5
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3 Exhibit No.
| | Description
| | **2.1 | | Form of Purchase Agreement among IDEX, the selling shareholders and the underwriters. | | 3.1 | | Restated Certificate of Incorporation of IDEX Corporation (formerly HI, Inc.) (incorporated by reference to Exhibit No. 3.1 to the Registration Statement on Form S-1 of IDEX et al., Registration N. 33-21205, as filed on April 21, 1988). | | 3.1(a) | | Amendment to Restated Certificate of Incorporation of IDEX Corporation (formerly HI, Inc.) (incorporated by reference to Exhibit No. 3.1(a) to the Quarterly Report of IDEX on Form 10-Q for the quarter ended March 31, 1996, --------------------------------
Richard E. Heath
WILLIAM H. LUERS* Director October 31, 1996
---------------------------------
William H. Luers
PAUL E. RAETHER* Director October 31, 1996
---------------------------------
Paul E. Raether
CLIFTON S. ROBBINS* Director October 31, 1996
-------------------------------
Clifton S. Robbins
GEORGE R. ROBERTS* Director October 31, 1996
-----------------------------
George R. Roberts
NEIL A. SPRINGER* Director October 31, 1996
---------------------------------
Neil A. Springer
MICHAEL T. TOKARZ* Director October 31, 1996
-----------------------------
Michael T. Tokarz
*By: Wayne P. Sayatovic
-----------------------------------------
Wayne P. Sayatovic
IndividuallyCommission File No. 1-10235). | | 3.2 | | Amended and Restated By-Laws of IDEX Corporation (incorporated by reference to Exhibit to Exhibit 3.2 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-21205, as Attorney-in-Fact
filed on July 17, 1989). | | 3.2(a) | | Amended and Restated Article III, Section 13 of the Amended and Restated By-Laws of IDEX Corporation (incorporated by reference to Exhibit 3.2(a) to Post Effective Amendment to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-21205, as filed on February 12, 1990). | | 4.1 | | Restated Certificate of Incorporation and By-Laws of IDEX Corporation (filed as Exhibits 3.1 through 3.2(a)). | | 4.2 | | Specimen of Certificate of Common Stock of IDEX Corporation (incorporated by reference to Exhibit No. 4.3 to the Registration Statement on Form S-2 of IDEX, et al., Registration No. 33-42208, as filed on September 16, 1991). | | *5.1 | | Opinion of Latham & Watkins as to the validity of the common stock. | | 10.1 | | Registration Rights Agreement, dated January 22, 1988, among IDEX, KKR Associates and IDEX Associates, relating to the Common Stock (Incorporated by reference to Exhibit No. 10.8 to the Registration Statement on Form S-1 of IDEX Corporation, et al, Registration No. 33-21205, as filed on April 21, 1988). | | 10.2 | | Form of Shareholder Purchase and Sale Agreement of IDEX Corporation (incorporated by reference to Exhibit No. 10.24 to Amendment No. 1 to the Registration Statement on Form S-1 of IDEX, et al., Registration No. 33-28317, as filed on June 1, 1989). | | *23.1 | | Consent of Deloitte & Touche LLP, independent auditors. | | *23.2 | | Consent of Latham & Watkins (included in the opinion filed as Exhibit 5.1). | | *24.1 | | Powers of Attorney (included on the signature page of the initial Registration Statement). |
II-4
|