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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ITRON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 91-1011792
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2818 N. SULLIVAN ROAD
SPOKANE, WASHINGTON 99216-1897
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
ITRON, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
--------------------------
DAVID G. REMINGTON
CHIEF FINANCIAL OFFICER
ITRON, INC.
2818 N. SULLIVAN ROAD
SPOKANE, WASHINGTON 99216-1897
(509) 924-9900
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPY TO:
CHARLES J. KATZ, JR.
PERKINS COIE
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
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CALCULATION OF REGISTRATION FEE
==================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(1) PRICE(1)
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Common Stock, par value
$.01 per share(2) 80,000 shares(3) $54.50 $4,360,000 $1,504
==================================================================================================================
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee. The price per share is estimated to
be $54.50 based on the average of the high ($55.00) and low ($54.00)
sales prices for the Common Stock in the over-the-counter market on May
22, 1996, as reported by the Nasdaq National Market.
(2) Including associated Common Stock Purchase Rights.
(3) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the 1996 Employee Stock Purchase Plan as the result of any future
stock split, stock dividend or similar adjustment of the outstanding
Common Stock of the Company.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the Securities and Exchange Commission (the
"Commission"), which contains audited financial statements for the most recent
year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed with the Commission
on September 16, 1993, under Section 12(g) of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 10 of the Registrant's Restated Bylaws provides for
indemnification of the Registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law. Certain of the directors of the
Registrant, who are affiliated with principal shareholders of the Registrant,
also may be indemnified by such shareholders against liability they may incur
in their capacity as a director of the Registrant, including pursuant to a
liability insurance policy for such purpose.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, self-dealing
or illegal corporate loans or distributions, or any transaction from which the
director personally receives a benefit in money, property or services to which
the director is not legally entitled. Article 9 of the Registrant's Restated
Articles of Incorporation contains provisions implementing, to the fullest
extent permitted by Washington law, such limitations on a director's liability
to the Registrant and its shareholders.
The Registrant has entered into an Indemnification Agreement with each
of its executive officers and directors in which the Registrant agrees to hold
harmless and indemnify the officer or director to the full extent permitted by
Washington law. In addition, the Registrant agrees to indemnify the officer or
director against any and all losses, claims, damages, liabilities or expenses
incurred in connection with any actual, pending or threatened action, suit,
claim or proceeding, whether civil, criminal, administrative or investigative
and whether formal or informal, in which the officer or director is, was or
becomes involved by reason of the fact that the officer or director is or was a
director, officer, employee or agent of the Registrant, or that being or having
been such a director, officer, employee or agent, such director is or was
serving at the request of the Registrant as a director, officer, employee,
trustee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee
benefit plan, whether the basis of such proceeding is alleged action (or
inaction) by the officer or director in an official capacity as a director,
officer, employee, trustee or agent or in any other capacity while serving as a
director, officer, employee, trustee or agent. The officer or director is not
indemnified for any action, suit, claim or proceeding instituted by or at the
direction of the
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officer or director unless such action, suit, claim or proceeding is or was
authorized by the Registrant's Board of Directors or unless the action is to
enforce the provisions of the Indemnification Agreement.
No indemnity pursuant to the Indemnification Agreements shall be
provided by the Registrant on account of any suit in which a final, unappealable
judgment is rendered against an officer or director for an accounting of profits
made from the purchase or sale by the officer or director of securities of the
Registrant in violation of the provisions of Section 16(b) of the Exchange Act,
or for damages that have been paid directly to the officer or director by an
insurance carrier under a policy of directors' and officers' liability
insurance maintained by the Registrant.
ITEM 8. EXHIBITS
Exhibit Number Description
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5.1 Opinion of Perkins Coie regarding legality of the Common Stock being registered
23.1 Consent of Deloitte & Touche LLP (see page II-6)
23.2 Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 1996 Employee Stock Purchase Plan
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 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; and
(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 (1)(i) and (1)(ii) above do not apply if 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 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.
(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 this 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 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 of controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer of 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, as amended,
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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Spokane, State of Washington, on the 28th day of
May, 1996.
ITRON, INC.
By: /s/ David G. Remington
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David G. Remington
Chief Financial Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints Johnny M. Humphreys and David G. Remington, and each of them, with
full power of substitution and full power to act without the other, as his or
her true and lawful attorney-in-fact and agent to act in his or her name, place
and stead and to execute in the name and on behalf of each person, individually
and in each capacity stated below, and to file, any and all amendments to this
Registration Statement, including any and all post-effective amendments with the
Securities and Exchange Commission or any regulatory authority.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated below on the 28th day of May, 1996.
SIGNATURE TITLE
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/s/ Paul A. Redmond Chairman of the Board of Directors
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Paul A. Redmond
/s/ Johnny M. Humphreys President, Chief Executive Officer and Director
-------------------------------------- (Principal Executive Officer)
Johnny M. Humphreys
/s/ David G. Remington Chief Financial Officer
-------------------------------------- (Principal Financial and Accounting Officer)
David G. Remington
/s/ Michael B. Bracy Director
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Michael B. Bracy
/s/ Ted C. DeMerritt Director
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Ted C. DeMerritt
/s/ Jon E. Eliassen Director
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Jon E. Eliassen
/s/ Mary Ann Peters Director
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Mary Ann Peters
/s/ Stuart E. White Director
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Stuart E. White
/s/ Graham M. Wilson Director
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Graham M. Wilson
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Itron, Inc. on Form S-8 of our reports dated February 2, 1996, appearing in and
incorporated by reference in the Annual Report on Form 10-K of Itron, Inc. for
the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Seattle, Washington
May 24, 1996
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INDEX TO EXHIBITS
Exhibit Number Description
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5.1 Opinion of Perkins Coie regarding legality of the Common Stock being registered
23.1 Consent of Deloitte & Touche LLP (see page II-5)
23.2 Consent of Perkins Coie (included in Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 1996 Employee Stock Purchase Plan
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