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Registration No. ______________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
GENERAL SIGNAL CORPORATION
(Name of registrant as specified in charter)
New York 16-0445660
(State of Incorporation) (I.R.S.No.)
ONE HIGH RIDGE PARK, STAMFORD, CONNECTICUT 06904
(203) 329-4100
(Address of Principal Executive Offices)
GENERAL SIGNAL CORPORATION
1996 STOCK INCENTIVE PLAN
1992 GENERAL SIGNAL CORPORATION STOCK INCENTIVE PLAN
1989 GENERAL SIGNAL CORPORATION STOCK OPTION AND INCENTIVE PLAN
1985 GENERAL SIGNAL CORPORATION STOCK OPTION PLAN
EDGAR J. SMITH, JR., ESQ.
Vice President, General Counsel and Secretary
GENERAL SIGNAL CORPORATION
One High Ridge Park, P.O. Box 10010
Stamford, Connecticut 06904
(203) 329-4100
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE*
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of Securities to be offering price offering registration
to be registered(1) registered per share(3) price(3) fee(4)
(1)(2)
Common Stock,
$1 par value 2,400,000 $38.6875 $92,850,000 $32,017.24
shares
(1) Also includes the associated Common Stock Purchase Rights.
(2) The number of shares of Common Stock stated above is the aggregate
number of such shares which may be issued on the exercise of options or the
award of restricted stock, performance shares or performance units under the
1996 Stock Incentive Plan under this Registration Statement. The maximum
number of shares which may be issued under any of the plans cannot presently
be determined since adjustments in the number of shares may be made in the
event of stock splits, stock dividends, or other changes in the corporate
structure or shares of General Signal Corporation during the period any
offering is in effect. Accordingly, this Registration Statement covers, in
addition to the number of shares of Common Stock stated above, an
indeterminate number of shares, which by reason of any of such event may
become subject to issuance under any of the plans.
(3) Estimated solely for the purpose of calculating the registration
fee, computed pursuant to Rules 457 (c) and (h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low prices of a
share of the Registrant's Common Stock, as reported on the New York Stock
Exchange on May 28, 1996.
(4) Pursuant to Rule 429 under the Securities Act of 1933, as amended,
this Registration Statement also covers 1,588,449 shares of Common Stock,
641,814 shares of Common Stock and 239,620 shares of Common Stock previously
registered under Registration Statement Nos. 33-47495, 33-27395 and 2-96297,
as to which filing fees of $17,544.38, $6,105.00 and $7,425.00, respectively,
were previously paid with such earlier Registration Statement.
____________________
This Registration Statement also serves as a Post-Effective Amendment to
Registration Statement Nos. 33-47495, 33-27395 and 2-96297.
___________________________________________________________________
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GENERAL SIGNAL CORPORATION 1996 STOCK INCENTIVE PLAN
1992 GENERAL SIGNAL CORPORATION STOCK INCENTIVE PLAN
1989 GENERAL SIGNAL CORPORATION STOCK OPTION AND INCENTIVE PLAN
1985 GENERAL SIGNAL CORPORATION STOCK OPTION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The information listed below, which has been filed by the registrant
with the Commission, is specifically incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1995.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996
of the Corporation and Current Reports on form 8-K filed on February 7, 1996
and April 30, 1996.
All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 prior to the filing of a post-effective amendment that indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Item 4. Description of Securities
The authorized capital stock of the Corporation consists of 150,000,000
shares of Common Stock, par value $1.00 per share, and 10,000,000 shares of
Preferred Stock, par value $1.00 per share (the "Preferred Stock"). The
Board of Directors of the Corporation is empowered to cause shares of
Preferred Stock to be issued in one or more series, with the number of shares
in each series and the rights, preferences and limitations of each series
determined by it. As of the date of this Prospectus, no shares of the
Preferred Stock of the Corporation were outstanding.
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Subject to any limitations prescribed in connection with the issuance of
any outstanding shares of Preferred Stock, dividends as determined by the
Board of Directors of the Corporation may be declared and paid on the Common
Stock from time to time out of any funds legally available therefor. The
holders of Common Stock are entitled to one vote per share and do not have
cumulative voting rights or preemptive rights. The Corporation's Common
Stock is not subject to further calls and all of the outstanding shares of
Common Stock are fully paid and non-assessable.
On February 1, 1996, the Board of Directors declared a dividend
distribution of one Common Stock Purchase Right (the "Right") for each share
of Common Stock outstanding on March 21, 1996. Shares issued subsequent to
March 21 automatically receive these Rights. The Rights expire on March 21,
2006, unless redeemed or exchanged earlier by the Corporation. Each Right
entitles its registered holder to purchase from the Corporation one share of
Common Stock at a price of $150 per Share, subject to adjustment to prevent
dilution.
The Rights are not exercisable and cannot be transferred separately from
the Common Stock until: 1) a person or group publicly announces the
acquisition of, or obtains the right to acquire, 20% or more of the
outstanding shares of the Corporation's Common Stock; or 2) a tender or
exchange offer is announced or commenced which would result in such an
acquisition. Within 10 days after such a 20% interest has actually been
obtained, the Corporation is entitled to redeem all of the Rights at a price
of $0.01 per Right.
If certain triggering events occur, and unless the Rights are redeemed
by the Corporation, the Rights holder is entitled to receive for $150 per
Right the number of shares of General Signal's or an acquiring corporation's
common stock having a market value of $300, subject to adjustment to prevent
dilution. This provision does not apply to Rights that are beneficially
owned by the acquirer. These triggering events are: 1) the Corporation is
acquired in a merger or other business combination transaction; 2) 50% or
more of its assets or earnings power are sold or transferred; 3) an acquirer
engages in one of a number of self-dealing transactions specified in the
Rights Agreement; or 4) an acquirer becomes the beneficial owner of 20% or
more of the Corporation's outstanding shares of Common Stock.
The Transfer Agent and Registrar for the Common Stock is First Chicago
Trust Company of New York.
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Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article V, Section 1 of the By-Laws of the Corporation reads as follows:
"SECTION 1: Except to the extent expressly prohibited by the New York
Business Corporation Law, the Corporation shall indemnify each person made or
threatened to be made a party to any action or proceeding, whether civil or
criminal and whether by or in the right of the Corporation or otherwise, by
reason of the fact that such person or such person's testator or intestate is
or was a director or officer of the Corporation or serves or served at the
request of the Corporation any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity while he or
she was such a director or officer (hereinafter referred to as `Indemnified
Person'), against judgments, fines, penalties, amounts paid in settlement and
reasonable expenses, including attorneys' fees, incurred in connection with
such action or proceeding, or any appeal therein, provided that no such
indemnification shall be made if a judgment or other final adjudication
adverse to such Indemnified Person establishes that either (a) his or her
acts were committed in bad faith, or were the result of active and deliberate
dishonesty, and were material to the cause of action so adjudicated, or (b)
that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.
The Corporation shall advance or promptly reimburse upon request any
Indemnified Person for all expenses, including attorneys' fees, reasonably
incurred in defending any action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
Indemnified Person to repay such amount if such Indemnified Person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or
reimbursed exceed the amount to which such Indemnified Person is entitled.
Nothing herein shall limit or affect any right of any Indemnified Person
otherwise than hereunder to indemnification or expenses, including attorneys'
fees, under any statute, rule, regulation, certificate of incorporation,
by-law, insurance policy, contract or otherwise.
Anything in these by-laws to the contrary notwithstanding, no
elimination of this by-law, and no amendment of this by-law adversely
affecting the right of any Indemnified Person to indemnification or
advancement of expenses hereunder shall be effective until the 60th day
following notice to such Indemnified Person of such action, and no
elimination of or amendment to this by-law shall thereafter deprive any
Indemnified Person of his or her rights hereunder arising out of alleged or
actual occurrences, acts or failures to act prior to such 60th day.
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The Corporation shall not, except by elimination or amendment of this
by-law in a manner consistent with the preceding paragraph, take any
corporate action or enter into any agreement which prohibits, or otherwise
limits the rights of any Indemnified Person to, indemnification in accordance
with the provisions of this by-law. The indemnification of any Indemnified
Person provided by this by-law shall be deemed to be a contract between the
Corporation and each Indemnified Person and shall continue after such
Indemnified Person has ceased to be a director or officer of the Corporation
and shall inure to the benefit of such Indemnified Person's heirs, executors,
administrators and legal representatives. If the Corporation fails timely to
make any payment pursuant to the indemnification and advancement or
reimbursement of expenses provisions of this Article V and an Indemnified
Person commences an action or proceeding to recover such payment, the
Corporation in addition shall advance or reimburse such Indemnified Person
for the legal fees and other expenses of such action or proceeding.
The Corporation is authorized to enter into agreements with any of its
directors or officers extending rights to indemnification and advancement of
expenses to such Indemnified Person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such Indemnified Person pursuant to this
by-law, it being expressly recognized hereby that all directors or officers
of the Corporation, by serving as such after the adoption hereof, are acting
in reliance hereon and that the Corporation is estopped to contend otherwise.
Persons who are not directors or officers of the Corporation shall be
similarly indemnified and entitled to advancement or reimbursement of
expenses to the extent authorized at any time by the Board of Directors.
In case any provision in this by-law shall be determined at any time to
be unenforceable in any respect, the other provisions shall not in any way be
affected or impaired thereby, and the affected provision shall be given the
fullest possible enforcement in the circumstances, it being the intention of
the Corporation to afford indemnification and advancement of expenses to its
directors or officers, acting in such capacities or in the other capacities
mentioned herein, to the fullest extent permitted by law whether arising from
alleged or actual occurrences, acts or failures to act occurring before or
after the adoption of this Article V.
For purposes of this by-law, the Corporation shall be deemed to have
requested an Indemnified Person to serve an employee benefit plan where the
performance by such Indemnified Person of his or her duties to the
Corporation also imposes duties on, or otherwise involves services by, such
Indemnified Person to the plan or participants or beneficiaries of the plan,
and excise taxes assessed on an Indemnified Person with respect to an
employee benefit plan pursuant to applicable law shall be considered
indemnifiable fines. For purposes of this by-law, the term `Corporation'
shall include any legal successor to the Corporation, including any
corporation which acquires all or substantially all of the assets of the
Corporation in one or more transactions."
The Corporation also has entered into individual contracts with all its
directors, Chief Financial Officer and General Counsel providing for
indemnification similar to the indemnification provisions in the By-laws.
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Sections 721 through 726 of the New York Business Corporation Law
contain provisions for indemnification by the Corporation, under certain
circumstances, of officers and directors of the Corporation for certain
liabilities which may be incurred by them in their capacities as such.
The Corporation has purchased insurance to indemnify the Corporation and
all of its directors, officers and certain other employees who hold
management positions in the Corporation and its operating divisions and
subsidiaries for those liabilities in respect of which such indemnification
insurance is permitted under the laws of the State of New York.
The Corporation has additionally purchased insurance, as an extension of
the foregoing policy, covering any directors, officers, and full-time
salaried employees who are or shall be in breach of any fiduciary duty
imposed by the Employee Retirement Income Security Act of 1974 upon
fiduciaries as defined under that Act.
The Corporation's Certificate of Incorporation provides that a director
of the Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of duty as a director unless the
director's acts or omissions (a) were in bad faith, (b) involved intentional
misconduct or a knowing violation of law, (c) resulted in the director
deriving an improper personal benefit, or (d) resulted in the paying of a
dividend, the approval of a stock repurchase, the distribution of corporate
assets upon dissolution, or the making of a loan to a director in violation
of Section 719 of the New York Business Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 or amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Stamford, and the State of Connecticut on this 4th day of June, 1996.
GENERAL SIGNAL CORPORATION
By: /s/ Edgar J. Smith, Jr.
Vice President, General Counsel
and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment to the registration statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
Michael D. Lockhart* Chairman and Director June 4,1996
(Principal Executive Officer)
Terence D. Martin* Executive Vice
President- June 4, 1996
and Chief Financial Officer
(Principal Financial Officer)
Terry J. Mortimer* Vice President and
Controller June 4, 1996
(Principal Accounting Officer)
Ralph E. Bailey* Director June 4, 1996
H. Kent Bowen Director June 4, 1996
Van C. Campbell* Director June 4, 1996
Ursula F. Fairbairn Director June 4, 1996
Ronald E. Ferguson* Director June 4, 1996
John P. Horgan* Director June 4, 1996
Roland W. Schmitt* Director June 4, 1996
John R. Selby* Director June 4, 1996
*By /s/ (Edgar J. Smith, Jr., Attorney-in-fact)
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INDEX TO EXHIBITS
GENERAL SIGNAL CORPORATION
EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit No. Description
4.1* Restated Certificate of Incorporation of General
Signal Corporation, as amended through April
21,1994 (Exhibit 3.1 of the registrant's 1994
Form 10-K filed March 21, 1995).
4.2* By-laws of General Signal Corporation, as amended
through February 1, 1996. (Exhibit 3.2 of the
registrant's 1995 Form 10-K filed March 21,1996)
4.3* Rights Agreement, dated as of February 1, 1996,
between General Signal Corporation and First Chicago
Trust Company of New York, as Rights Agent. (Exhibit 4
of the Registrant's Form 8-A filed February 7, 1996).
4.4 General Signal Corporation's 1996 Stock Incentive
Plan (filed herewith).
4.5* General Signal Corporation's 1992 Stock Incentive
Plan as amended and restated July 7, 1993
(Exhibit 10.6 of the registrant's 1993 Form
10-K filed March 21, 1994).
4.6* General Signal Corporation's 1989 Stock Option
and Incentive Plan as amended July 7, 1993
(Exhibit 10.7 of the registrant's 1993 Form 10-K filed
March 21, 1994).
4.7 * General Signal Corporation's 1985 Stock Option Plan,
as amended and restated July 7, 1993,
(Exhibit 10.8 of the registrant's 1993 Form 10-K filed
March 21, 1994).
4.8* Form of Agreement used in regard to grant of options
under General Signal Corporation's 1985 Stock Option
Plan. (Exhibit 15.5 to Post-Effective Amendment No. 5
to R.S. No. 2-96297).
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4.9* Forms of Agreement used in regard to grant of options
under General Signal Corporation's 1989 Stock Option
and Incentive Plan (Exhibit 15.5 to Post-Effective
Amendment No. 1 to R.S. No. 33-27395).
4.10* Form of Agreement used in regard to grant of restricted
stock under General Signal Corporation's 1989 Stock
Option and Incentive Plan (Exhibit 4.10 to R.S.
No. 33-47495).
4.11 Form of Agreement used in regard to grant of restricted
stock under General Signal Corporation's 1992 Stock
Incentive Plan (filed herewith).
4.12 Form of Agreement used in regard to grant of options
under General Signal Corporation's 1992 Stock Incentive
Plan (filed herewith).
5.1 Opinion of Cahill Gordon & Reindel. (filed herewith)
(See also Exhibits 5.1* to R.S.'s and Post-Effective
Amendments to R.S.'s Nos.33-47495, 33-27395 and 2-96297).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 * Consent of Cahill Gordon & Reindel (See Exhibit 5.1
hereto).
24.1* Powers of Attorney (Exhibit 25.1 to R.S. No. 33-46613).
24.2* Power of Attorney (Exhibit 24.2 to Post-Effective Amendment
No. 1 to R.S. No. 33-46613).
24.3 Powers of Attorney H. Kent Bowen and Ursula F. Fairbairn
(filed herewith).
* Incorporated by reference to a previous Registration Statement
("R.S."), Post- Effective Amendment, Form 10-K or Form 10-Q.