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)
____________________
MARATHON ELECTRIC HOURLY 401(k) SAVINGS 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 Marathon (2) $4,000,000 $1,180.00
Electric Hourly 401(k)
Savings Plan
___________________________________________________________________________
(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 accounts 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 $4,000,000
through December 31, 2007, a maximum of 126,984 shares would need
to be registered at this time.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information sepcified 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
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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. Agreement and Plan of Merger among the Registrant, Regal-Beloit
Acquisition Corp., and Marathon Electric Manufacturing Corporation
dated as of February 26, 1997, as amended and restated March 17, 1997
and March 26, 1997 filed as Exhibit 2.1 on Regal-Beloit Corporation's
Form 8-K dated April 10,1997.
8. Credit Agreement among Registrant, Bank of America Illinois, M&I
Marshall & Ilsley Bank and the Other Financial Institutions Party
hereto dated as of March 26, 1997; Schedule 2.01 Guaranty Agreements
dated March 26, 1997; and Promissory Notes dated March 26, 1997
filed as Exhibit 2.2 on Regal-Beloit Corporation's Form 8-K dated
April 10, 1997.
9. Amended and Restated Credit Agreement Dated as of May 30, 1997 among
Registrant, Bank of America Illinois, as Documentation Agent, M&I
Marshall & Ilsley Bank, as Administrative Agent and Letter of Credit
Issuing Bank, Firstar Bank Milwaukee, N.A., Harris Trust and Savings
Bank and The Northern Trust Company, as Co-Agents, and The Other
Financial Institutions Party Hereto Arranged by Bancamerica
Securities, Inc. As Syndication Agent; Disclosure Schedules and
Attached Exhibits; and Promissory Note filed as Exhibit 2.3
to Regal-Beloit Corporation's Quarterly Report on Form 10-Q dated
August 8, 1997.
10. 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
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The securities being offered pursuant to the Registration consist of
participation interests in the Plan which consist of the Company's common
stock at $.01 par value and a cash component. These securities are
purchased by employees through payroll deferral and have been previously
registered by the Company for purchase on the open market.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
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Under 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
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The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. Undertakings
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The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended (the Securities Act );
(ii) To reflect in the prospectus any facts or event 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 statement 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. Page No.
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4.1 Marathon Electric Hourly 401(k) Savings Plan
effective March 1, 1992, as amended through
February 1, 1998.
4.2 Marathon Electric Master Trust Agreement effective
January 1992, as amended effective April 18, 1995.
4.3 Regal-Beloit Corporation Master Trust Agreement
effective November 1, 1997.
23.1 Consent of Wipfli Ullrich Bertelson LLP.
24.1 Powers of Attorney (Signature page of this Registration)
24.2 Signature of Marshall & Ilsley Trust Company (Trustee)
99 Internal Revenue Service determination letter of tax
qualifed status