Registration No. 33 - ________________________
As filed with the Securities and Exchange Commission on March 27, 1998
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________
REGAL-BELOIT CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0875718
(State of Incorporation) (I.R.S. Employer Identification Number)
200 State Street
Beloit, WI 53511
(Address of principal executive offices, including Zip Code)
____________________
REGAL-BELOIT CORPORATION SAVINGS & PROTECTION PLAN
(Full Title of the Plan)
____________________
James L. Packard
Chairman, President and CEO
Regal-Beloit Corporation
200 State Street
Beloit WI 53511
(Name and address of agent for service)
(608) 364-8800
(Telephone Number, including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Proposed
Title of securities Amount to maximum aggregate Amount of
to be registered be registered offering price (1) registration fee
__________________________________________________________________________________________________
Interests in Savings & (2) $1,500,000 $442.50
Protection Plan
_____________________________________________________________________________
[FN]
(1) Computed pursuant to Rule 457(h), only with respect to the estimate
aggregate employee contributions through December 31, 2007.
(2) An indeterminate number of shares as may be purchased from time to time at
market prices for allocation to the amounts of employees participating in
the Plan. Based on a market price of $31.50 on March 23, 1998, and based
on estimate aggregate employee contributions allocated to the
Company Stock Fund of $1,500,000 through December 31, 2007, a maximum of
47,619 shares would need to be registered at this time.
</FN>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission
(the "Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
1. The Company's annual report filed on Form 10-K for the year ended
December 31, 1997.
2. The Company's Current Reports on Form 8-K filed as Exhibits 2.1 and
2.2 dated April 10, 1997 and 2.3 dated August 8, 1997.
3. The Company's proxy statement filed on Schedule 14A dated March
13, 1998.
4. The description of the Company's Common Stock as set forth in
Article 3 of the Articles of Amendment to the Articles of
Incorporation filed as Exhibit B to the 1994 Proxy Statement.
5. Bylaws of the Registrant filed as Exhibit C to the 1994 Proxy
Statement.
6. Agreement and Plan of Merger by and between the Registrant and Regal-
Beloit Corporation, dated as of April 18, 1994 filed as Exhibit A to
Annual Meeting Proxy Statement of Regal-Beloit Corporation dated
March 11, 1994.
7. The Company's Registration Statement on Form S-8 dated
October 28, 1988, Registration No. 33-25233.
All documents subsequently filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, (the Exchange Act ) prior to the filing of a post-effective amendment
which 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 documents.
Item 4. Description of Securities
-------------------------
The securities being offered pursuant to the Registration consist of
participation interests in the Plan which consist of the Company's common stock
at $0.01 par value and a cash component. These securities are purchased by
employees thorough payroll deferral. The securities have been previously
registered by the Company and are purchased on the open market.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Under the provisions of Sections 180.0850 to 180.0859 of the Wisconsin Business
Corporation Law and Article VIII of the Bylaws of the Company, directors,
officers and persons controlling the Company are indemnified by the Company
under certain circumstances for certain liabilities and expenses. In addition,
officers and directors of the Company are insured, under a policy of insurance
paid for by the Company, under certain circumstances for certain liabilities and
expenses.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable
Item 8. Exhibits
-------
The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
Item 9. Undertakings
------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
posteffective 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");
(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. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference 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) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by 3-19 of Regulation S-X at the start
of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Securities Act need not be furnished, provided that
the registrant includes in the prospectus, by means of a post-
effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date
of those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section (10)(a)(3) of the Securities Act or
Rule 3-19 of Regulation S-X if such financial statements and
information are contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the
Form F-3.
(b) That, for the 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.
(h) 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.
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Regal-Beloit Corporation Savings & Protection Plan effective
October 1, 1997, as amended October 2, 1989.
4.2 Regal-Beloit Corporation Master Trust Agreement effective
November 1, 1997.
23.1 Consent of Arthur Andersen, LLP
24.1 Powers of Attorney (filed herein)
24.2 Signature of Marshall & Ilsley Trust Company (Trustee)
99 Internal Revenue Service determination letter of tax qualified
status dated January 20, 1993.