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As filed with the Securities and Exchange Commission on
November 21, 1995
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WYMAN-GORDON COMPANY
(Exact name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-1992780
(State of Incorporation) (I.R.S. Employer Identification No.)
244 WORCESTER STREET, BOX 8001
GRAFTON, MA 01536-8001
(508)839-4441
(Address, including zip code, and telephone number, including
area code, of Registrant s principal executive offices)
WYMAN-GORDON COMPANY EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
WALLACE F. WHITNEY, JR., ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND CLERK
WYMAN-GORDON COMPANY
244 WORCESTER STREET, BOX 8001
GRAFTON, MASSACHUSETTS 01536-8001
(508)839-8110
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copy to:
MARIAN A. TSE, ESQ.
GOODWIN, PROCTER & HOAR
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
BEING TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE PRICE FEE
Common Stock, 450,000 $14.50(2) $6,525,000 $2,250
$1.00 par shares
value
Interests in $6,525,000 N/A N/A N/A
the Wyman-Gordon
Company Employee
Stock Purchase
Plan
[FN]
(1) Plus such additional number of shares of the Registrant's
Common Stock as may be required pursuant to the Wyman-Gordon
Company Employee Stock Purchase Plan in the event of a stock
dividend, reverse stock split, split-up, recapitalization,
forfeiture of stock under the Plan or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under
the Securities Act of 1933, as amended (the "Securities Act"),
solely for the purposes of determining the amount of the
registration fee. The registration fee is based upon the
average of the high and low prices for the Registrant's Common
Stock, $1.00 par value per share as reported on the NASDAQ
National Market on November 17, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Wyman-Gordon Company (the "Company") hereby incorporates by
reference the following documents which have previously been filed
with the Securities and Exchange Commission:
(a) The Company s Annual Report on Form 10-K for the fiscal
year ended June 3, 1995.
(b) The Company s Quarterly Report on Form 10-Q for the
quarter ended September 2, 1995; and
(c) The description of the Company s Common Stock, $1.00 par
value, contained in the Company s Registration Statement on Form S-
3 dated October 17, 1995.
In addition, all documents subsequently filed with the
Securities and Exchange Commission by the Company pursuant to
Sections 13(a) and 13(c), Section 14 and Section 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 67 of the Business Corporation Law of the
Commonwealth of Massachusetts provides that indemnification of
directors, officers, employees or other agents may be provided by
the corporation. Section 13(b)(1-1/2) of the Business Corporation
Law of the Commonwealth of Massachusetts provides that the Articles
of Organization may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit
the liability of a director (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 Sections 61
or 62 of the Massachusetts Business Corporation Law, or (iv) for
any transaction form which the director derived an improper
personal benefit.
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Article 6(b) of the Company s Restated Articles of
Organization states that:
No director of the Company shall have any personal liability
to the Company or its Stockholders for monetary damages for breach
of fiduciary duty as a director notwithstanding any provision of
law imposing such liability; provided, however, that this
Article 6(b) shall not eliminate or limit the liability of a
director (i) for any breach of the director s duty of loyalty to
the Company 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 Chapter 156B of
the Massachusetts General Laws, or (iv) for any transaction from
which the director derived an improper personal benefit. The
preceding sentence shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the date upon
which this Article 6(b) becomes effective. No amendment to or
repeal of this Article 6(b) shall apply to or have any effect on
the elimination pursuant hereto of liability or alleged liability
of any director of the Company for or with respect to any acts or
omissions of such director occurring prior to such amendment or
repeal. Nothing in this Article 6(b) shall limit any lawful right
to indemnification existing independently of this Article.
Article V of the Company s By-laws further states that:
1. Right of Indemnification
Every person who is or was a Director, officer or employee of
this Corporation or of any other corporation which he served at the
request of the Corporation and in which the Corporation owns or
owned shares of capital stock or of which it is a creditor shall
have the right to be indemnified by this Corporation against all
reasonable expenses incurred by him in connection with or resulting
from any action, suit or proceeding in which he may become involved
as a party or otherwise by reason of his being or having been a
Director, officer or employee of the Corporation or such other
corporation, provided (a) said action, suit or proceeding shall be
prosecuted to a final determination and he shall be vindicated on
the merits, or (b) in the absence of such final determination
vindicating him on the merits, the Board of Directors shall
determine that he acted in good faith in the reasonable belief that
his action was in the best interests of the Corporation or such
other corporation and that he cooperated effectively with the
Corporation in the defense and disposition of any said action, suit
or proceeding, said determinations to be made by the Board of
Directors acting through a quorum of disinterested directors, or in
its absence on the opinion of counsel.
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2. Definitions
For purposes of Section 1 of this Article V: (a) "reasonable
expenses" shall include but not be limited to reasonable counsel
fees and disbursements, amounts of any judgment, fine or penalty,
and reasonable amounts paid in settlement, but in no event shall
"reasonable expenses" include any item for which indemnification
would be contrary to law; (b) "action, suit or proceeding" shall
include every claim, action, suit or proceeding, whether civil or
criminal, derivative or otherwise, administrative, judicial or
legislative, any appeal relating thereto, and shall include any
reasonable apprehension or threat of such a claim, action, suit or
proceeding; and (c) a settlement, plea of nolo contendere, consent
judgment, adverse civil judgment, or conviction shall not of itself
create a presumption that the person seeking indemnification did
not act in good faith in the reasonable belief that his action was
in the best interests of this Corporation or such other
corporation, but the Board of Directors shall be bound by a civil
judgment or conviction which adjudges that the person did not act
in good faith in the reasonable belief that his action was in the
best interests of this Corporation or such other corporation.
3. Persons Entitled to Indemnification
The right of indemnification shall extend to any person
otherwise entitled to it under this Article V whether or not that
person continues to be a director or officer of this Corporation at
the time such liability or expense shall be incurred. The right of
indemnification shall extend to the legal representatives and heirs
of any person otherwise entitled to indemnification. If a person
meets the requirements of this Article V with respect to some
matters in an action, suit or proceeding, but not with respect to
others, he shall be entitled to indemnification as to the former.
Advances against liability and expenses may be made by the
Corporation on terms fixed by the Board of Directors subject to an
obligation to repay if indemnification proves unwarranted.
4. Bylaw Not Exclusive
This Article V shall not exclude any other rights of
indemnification or other rights to which any Director, officer or
employee may be entitled by contract, by vote of the Board of
Directors, or as a matter of law. If any clause, provision or
application of this Article V shall be determined to be invalid,
the other clauses, provisions or applications of these Bylaws shall
not be affected but shall remain in full force and effect. The
provisions of this Article V shall be applicable to actions, suits
or proceedings commenced after the adoption hereof, whether arising
from acts or omissions occurring before or after the adoption
hereof.
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(b) In addition to the indemnification provided under the
Company s By-laws, the Company has entered into agreements with its
directors and certain of its executive officers which, subject to
certain limitations, provide for indemnification of such directors
and executive officers to the full extent authorized by Section 67
of the Massachusetts Business Corporation Law or Article V of the
By-Laws, whichever is more favorable to the director or executive
officer. In addition, the agreements provide that if the Company
elects not to maintain director and officer liability insurance
policies, the Company will indemnify the officer or director to the
full extent of the coverage which would otherwise have been
provided pursuant to the insurance policy as it was last in effect
between the insurer and the Company.
(c) The Company maintains insurance covering the directors
and executive officers of the Company and its subsidiaries against
certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed.
Exhibits
4.3 Wyman-Gordon Company Employee Stock Purchase Plan
(incorporated by reference to Appendix B to the
registrant's definitive Proxy Statement dated August 30,
1995 in connection with its 1995 Annual Meeting).
5.1 Opinion of Goodwin, Procter & Hoar as to the legality of
the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on signature pages to this
registration statement).
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;
(ii) To reflect in the prospectus any acts 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
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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 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 "Calculation of Registration Fee" table
in the effective registration statement; and
(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) herein 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 undersigned 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; 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 registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act, each filing of the registrant s annual
report pursuant to Section 13(a) or 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.
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(c) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Wyman-Gordon Company 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
Town of Grafton, State of Massachusetts, on this 20th day of
November, 1995.
WYMAN-GORDON COMPANY
By: /S/ DAVID P. GRUBER
David P. Gruber, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of Wyman-Gordon Company hereby severally
constitute and appoint David P. Gruber, Andrew C. Genor and Wallace
F. Whitney, Jr., and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign
for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all
amendments to said Registration Statement, and generally to do all
such things in our names and in our capacities as officers and
directors to enable Wyman-Gordon Company to comply with the
provisions of the Securities Act of 1933, and all requirements of
the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ JOHN M. NELSON Chairman of the Board November 20, 1995
John M. Nelson
/S/ DAVID P. GRUBER President and November 20, 1995
David P. Gruber Chief Executive Officer
/S/ ANDREW C. GENOR Vice President, Chief November 20, 1995
Andrew C. Genor Financial Officer and
Treasurer (Principal
Financial Officer)
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/S/ JEFFREY B. LAVIN Assistant Corporate November 20, 1995
Jeffrey B. Lavin Controller (Principal
Accounting Officer)
/S/ E. PAUL CASEY Director November 20, 1995
E. Paul Casey
/S/ DEWAIN K. CROSS Director November 20, 1995
Dewain K. Cross
/S/ WARNER S. FLETCHER Director November 20, 1995
Warner S. Fletcher
/S/ ROBERT G. FOSTER Director November 20, 1995
Robert G. Foster
/S/ RUSSELL E. FULLER Director November 20, 1995
Russell E. Fuller
/S/ M HOWARD JACOBSON Director November 20, 1995
M Howard Jacobson
/S/ JUDITH S. KING Director November 20, 1995
Judith S. King
/S/ GEORGE S. MUMFORD, JR. Director November 20, 1995
George S. Mumford, Jr.
/S/ H. JOHN RILEY, JR. Director November 20, 1995
H. John Riley, Jr.
/S/ JON C. STRAUSS Director November 20, 1995
Jon C. Strauss
/S/ CHARLES A. ZRAKET Director November 20, 1995
Charles A. Zraket
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
4.3 Wyman-Gordon Company 1995 Employee Stock -
Purchase Plan (incorporated by reference
to Appendix B to the registrant's definitive
Proxy Statement dated August 30, 1995 in
connection with its 1995 Annual Meeting).
5.1 Opinion of Goodwin, Procter & Hoar as to E-2
the legality of the securities being
registered.
23.1 Consent of Goodwin, Procter & Hoar -
(included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP. E-3
24.1 Powers of Attorney (included on signature 9
pages to this registration statement).
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EXHIBIT 5.1
GOODWIN, PROCTER & HOAR
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE: (617)570-1000
TELECOPIER: (617)523-1231
CABLE - GOODPROCT, BOSTON
November 20, 1995
Wyman-Gordon Company
244 Worcester Street, Box 8001
Grafton, MA 01536-8001
RE: Wyman-Gordon Company
Employee Stock Purchase Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the registration,
pursuant to the Securities Act of 1933, as amended (the "Act"), of
450,000 shares of the Common Stock, par value $1.00 per share (the
"Shares"), of Wyman-Gordon Company (the "Company") which may be
issued upon the exercise of options granted under the Company's
Employee Stock Purchase Plan (the "Plan").
We have acted as counsel to the Company in connection with the
preparation of the Plan and the registration of the Shares under
the Act. We have examined the Amended and Restated Articles of
Organization and the By-Laws of the Company; such records of
proceedings of the Company's Board of Directors as we have deemed
material; a Registration Statement on Form S-8 under the act
relating to the Shares and to employees' interests in the Plan (the
"Registration Statement"); and such other certificates, records,
instruments and documents as we considered necessary for the
purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any
jurisdictions other than the laws of the United States of America
and the Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we are of the opinion
that upon the issuance and delivery of the Shares against payment
therefor in accordance with the terms of the Registration Statement
and the Plan, the Shares will be legally issued, fully paid and
non-assessable shares of the Company's Common Stock.
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GOODWIN, PROCTER & HOAR
Wyman-Gordon Company
November 20, 1995
Page 2
The foregoing assumes that all requisite steps will be taken
to comply with the requirements of the Act, applicable requirements
of state laws regulating the offer and sale of securities and
applicable requirements of the National Association of Securities
Dealers, Inc.
We understand that this opinion is to be used in connection
with the Registration Statement. We consent to the use of our name
in the Registration Statement and the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/S/ GOODWIN, PROCTER & HOAR
GOODWIN, PROCTER & HOAR
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Wyman-Gordon
Company Employee Stock Purchase Plan of our report dated June 26,
1995 with respect to the consolidated financial statements and
schedule of Wyman-Gordon Company included in its Annual Report
(Form 10-K) for the year ended June 3, 1995, filed with the
Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Boston, Massachusetts
November 20, 1995
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