AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1996
REGISTRATION NO. 333-08539
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT
NO. 2
on
FORM S-8
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
Crompton & Knowles Corporation
(Exact name of Corporation as Specified in Its Charter)
Massachusetts 04-1218720
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Station Place, Metro Center
Stamford, Connecticut 06902
(203) 353-5400
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Corporation's Principal Executive Offices)
Uniroyal Chemical Corporation Purchase Right Plan
John T. Ferguson II
Vice President, General Counsel And Secretary
Crompton & Knowles Corporation
One Station Place, Metro Center
Stamford, Connecticut 06902
(203) 353-5400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities Be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee
Registered Per Share Offering
Price
Common Stock 443,544 ____ ____ (2)
$.10 par
value(1)
(1) Includes one attached Preferred Share Purchase Right per share of
common stock, par value $.10 per share (together, the "Common Stock") of
Crompton & Knowles Corporation (the "Corporation"). Also includes an
indeterminable number of additional shares that may become issuable
pursuant to the anti-dilution provisions of the Uniroyal Chemical
Corporation Purchase Right Plan.
(2) All filing fees payable in connection with the registration of the
issuance of these securities were paid in connection with the filing of (a)
preliminary proxy materials on Schedule 14A of the Corporation on May 24,
1996, and (b) the Registrant's Form S-4 Registration Statement (333-08539)
on July 22, 1996.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II under
"Introductory Statement."
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Introductory Statement
Crompton & Knowles Corporation (the "Company" or the "Registrant")
hereby amends its Registration Statement on Form S-4 (No. 333-08539) (the
"Form S-4") by filing this Post-Effective Amendment No. 2 on Form S-8
("Amendment No. 2") with respect to up to 443,544 of the Registrant's
Common Shares, par value $.10 per share ("Common Shares"), issuable in
connection with the Uniroyal Chemical Corporation Purchase Right Plan (the
"Plan") of Uniroyal Chemical Corporation ("Uniroyal"). All such Common
Shares were previously included in the Form S-4.
On August 21, 1996, Tiger Merger Corp., a Delaware corporation and a
wholly owned subsidiary of the Registrant ("Subcorp"), was merged with and
into Uniroyal (the "Merger") pursuant to an Agreement and Plan of Merger
dated April 30, 1996, among the Registrant, Subcorp and Uniroyal (the
"Merger Agreement"). As a result of the Merger, each outstanding share of
Uniroyal Common Stock (with certain specified exceptions) was converted
into Common Shares of the Registrant pursuant to the exchange ratio (the
"Exchange Ratio") set forth in the Merger Agreement. Also as a result of
the Merger, shares of Uniroyal Common Stock are no longer issuable upon the
exercise of rights to purchase Uniroyal Common Stock ("Uniroyal Options")
pursuant to the Plan. Instead, participants in the Plan will receive in
lieu of Uniroyal Common Stock that number of Common Shares of the
Registrant equal to the number of shares of Uniroyal Common Stock issuable
immediately prior to the effective time of the Merger upon exercise of a
Uniroyal Option multiplied by the Exchange Ratio, with an exercise price
for such option equal to the exercise price which existed under the
corresponding Uniroyal Option divided by the Exchange Ratio.
This Amendment No. 2 to Registration No. 333-08539 relates only
to the Common Shares issuable pursuant to the Plan, and this is
the second Post-Effective Amendment to the S-4 filed with respect to
such shares.
Item 3. Incorporation of Documents By Reference
There are incorporated herein by reference the following documents of the
Corporation or the Plan filed with the Securities and Exchange Commission
(the "Commission"):
Annual Report of the Corporation on Form 10-K/A for the fiscal year
ended December 30, 1995 (which incorporates by reference certain portions
of the Corporation's 1995 Annual Report to Stockholders);
Quarterly Reports of the Corporation on Form 10-Q for the quarter ended
June 29, 1996, and on Form 10-Q/A for the quarter ended March 30, 1996;
Current Report of the Corporation on Form 8K dated August 21, 1996;
The description of the Corporation's Common Stock contained in any
report or document filed under the Securities Exchange Act of 1934 (the
"Exchange Act"), including any amendment or report filed for the purpose
of updating such description; and
The description of the Corporation's Preferred Share Purchase Rights
(which are currently transferred with the Corporation's Common Stock)
contained in the Registration Statement of the Corporation on Exhibit 1 to
Form 8-A dated July 29, 1988.
All documents filed by the Corporation or the Plan pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of securities
made hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated
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 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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Expert and Counsel
John T. Ferguson II, Vice President, General Counsel and Secretary of
the Corporation, beneficially owns 174,852 shares of Common Stock.
Additional information concerning Mr. Ferguson is hereby incorporated
herein by reference to the Registration Statement on Form S-4 of the
Corporation (Registration No. 333-08539).
Item 6. Indemnification Of Directors And Officers
Section 67 of the Business Corporation Law of the Commonwealth of
Massachusetts (the "B.C.L.") sets forth conditions and limitations
governing the indemnification of officers, directors, and other persons of
the Corporation.
The Corporation's By-laws provide that the Corporation shall, to the
full extent permitted by law, indemnify each of its directors and officers
(including persons who serve at its request as directors, officers, or
trustees of another organization in which it has any interest, direct or
indirect, as a shareholder, creditor, or otherwise or who serve at its
request in any capacity with respect to any employee benefit plan) against
all liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise, or as fines and penalties, and counsel fees,
reasonably incurred by him in connection with the defense or disposition
of any action, suit, or other proceeding, whether civil or criminal, in
which he may be involved or with which he may be threatened, while in
office or thereafter, by reason of his being or having been such a
director, officer, or trustee, except with respect to any matter as to
which he shall have been adjudicated in any proceeding not to have acted
in good faith in the reasonable belief that his action was in the best
interests of the Corporation or, to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of
the participants or beneficiaries of such employee benefit plan; provided,
however, that as to any matter disposed of by a compromise payment by such
director or officer, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless such compromise shall be approved as in the best interests
of the Corporation, after notice that it involves such indemnification: (a)
by a disinterested majority of the directors then in office; or (b) by a
majority of the disinterested directors then in office, provided that there
has been obtained an opinion in writing of independent legal counsel to the
effect that such director or officer appears to have acted in good faith
in the reasonable belief that his action was in the best interests of the
Corporation; or (c) by the holders of a majority of the outstanding stock
at the time entitled to vote for directors, voting as a single class,
exclusive of any stock owned by any interested director of officer.
Expenses, including counsel fees, reasonably incurred by any director
or officer in connection with the defense or disposition of any such
action, suit, or other proceeding may be paid from time to time by the
Corporation, at the discretion of a majority of the disinterested directors
then in office, in advance of the final disposition thereof upon receipt
of an undertaking by such director or officer to repay the amount so paid
to the Corporation if it is ultimately determined that indemnification for
such expenses is not authorized pursuant to the By-laws, which undertaking
may be accepted without reference to the financial ability of such director
or officer to make repayment.
The Corporation's Restated Articles of Organization provide that a
director shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director; provided, however, that this shall not eliminate or limit the
liability of a director to the extent provided by applicable law (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
61 or 62 of the B.C.L. (such sections relate generally to the liability of
directors for authorizing distributions to shareholders at a time when the
Corporation is insolvent or bankrupt and the liability of directors for
approving loans to officers or directors of the Corporation which are not
repaid and which were not approved or ratified by a majority of
disinterested directors or shareholders), or (iv) for any transactions from
which the director derived an improper personal benefit. No amendment to
or repeal of this provision shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
The Corporation has insurance to indemnify its directors and officers,
within the limits of the Corporation's insurance policies, for those
liabilities in respect of which such indemnification insurance is permitted
under the laws of the Commonwealth of Massachusetts.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this Registration Statement are listed on the Index to
the Exhibits on page II-7 of this Registration Statement which Index is
hereby incorporated by reference herein. The undersigned registrant
undertakes that it will submit the Plan and any amendments thereto to the
Internal Revenue Service in a timely manner and will make all changes
required by the Internal Revenue Service in order to qualify the Plan.
Item 9. Undertakings
(a) The Corporation 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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 file by the
Corporation pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporate by reference in this 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; and
(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 Corporation hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Corporation's annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Corporation pursuant to the foregoing provision, or
otherwise, the Corporation 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 Corporation of expenses incurred or paid by
a director, officer or controlling person of the Corporation 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 Corporation 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation 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 Stamford, State of Connecticut,
on the 16th day of October, 1996.
CROMPTON & KNOWLES CORPORATION
By: *
Vincent A. Calarco
Chairman, President And
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vincent A. Calarco and John T. Ferguson II,
and each of them, severally, as his/her attorney-in-fact and agent, with
full power of substitution and resubstitution, for him/her and in his/her
name, place, and stead, in any and all capacities, to sign any and all pre-
or post-effective amendments to this Registration Statement on Form S-8,
and to file the same with all exhibits hereto, and other documents with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, 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/she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his/her substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 16, 1996.
SIGNATURE TITLE
*Vincent A. Calarco Chairman, President and Chief Executive
Officer(principal executive officer)
*Charles J. Marsden Vice President-Finance, Chief Financial
Officer and Director (principal
financial officer)
*Peter Barna Treasurer (principal accounting
officer)
*James A. Bitonti Director
*Robert A. Fox Director
*Roger L. Headrick Director
*Leo I. Higdon, Jr. Director
*Michael W. Huber Director
*C.A. Piccolo Director
*Patricia K. Woolf, Ph.D. Director
*By: /s/John T. Ferguson II Attorney-in-Fact
John T. Ferguson II
EXHIBIT INDEX
Exhibit No. Description
4 Uniroyal Chemical Corporation Purchase Right Plan
5 Opinion of John T. Ferguson II dated October 18, 1996.
23.1 Consent of John T. Ferguson II (included in
Exhibit 5).
23.2 Consent of Independent Auditors, KPMG Peat
Marwick LLP, dated October 17, 1996.
24.1 Power of Attorney (included on signature
page of Registration Statement).