Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
WICOR, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1346701
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
WICOR, Inc. 1994 Long-Term Performance Plan
(Full title of the plan)
George E. Wardeberg Copy to:
President and Chief
Executive Officer
WICOR, Inc. Jere D. McGaffey
626 East Wisconsin Avenue Foley & Lardner
Milwaukee, Wisconsin 53202 777 East Wisconsin Avenue
(414) 291-7026 Milwaukee, Wisconsin 53202
(Name, address and telephone number,
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed
Securities to be to be Maximum Maximum Amount of
Registered Registered Offering Aggregate Registration
Price Offering Fee
Per Share Price
Common Stock, 820,000 $28.9375(1) $23,728,750(1) $8,183
$1.00 par value shares
Common Stock 820,000 (2) (2) (2)
Purchase Rights rights
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for WICOR, Inc.
Common Stock on the New York Stock Exchange consolidated
reporting system on September 26, 1994.
(2) The value attributable to the Common Stock Purchase Rights is
reflected in the market price of the Common Stock to which the
Rights are attached.
_________________________________
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 STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by WICOR, Inc.
(the "Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1993, which includes certified financial statements as of and
for the year ended December 31, 1993.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1994.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, including any
amendment or report filed for the purpose of updating such description.
4. The description of the Company's Common Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on Form
8-A, dated September 1, 1989, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of filing of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement 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 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.
The validity of the securities being offered hereby will be
passed on for the Company by Foley & Lardner, Milwaukee, Wisconsin. Jere
D. McGaffey, a partner in the firm of Foley & Lardner, is a director of
the Company. As of September 15, 1994, Foley & Lardner attorneys who
participated in the preparation of this Registration Statement, including
Mr. McGaffey, beneficially owned 6,928 shares of the Company's Common
Stock and accompanying Common Stock Purchase Rights.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted
that the Wisconsin Business Corporation Law specifically states that it is
the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) WICOR, Inc. 1994 Long-Term
Performance Plan
(4.2) Form of Nonstatutory Stock
Option Agreement for use in
connection with the WICOR, Inc.
1994 Long-Term Performance Plan
(4.3) Form of Restricted Stock
Agreement for use in connection
with the WICOR, Inc. 1994 Long-
Term Performance Plan
(4.4) Restated Articles of
Incorporation of WICOR, Inc., as
amended (incorporated by
reference to Exhibit 3.1 to
WICOR, Inc.'s Annual Report on
Form 10-K for the year ended
December 31, 1992)
(4.5) Rights Agreement, dated as of
August 29, 1989, between WICOR,
Inc. and Manufacturers Hanover
Trust Company (n/k/a Chemical
Bank) (incorporated by reference
to Exhibit 4 to WICOR, Inc.'s
Current Report on Form 8-K,
dated as of August 29, 1989)
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen & Co.
(23.2) Consent of Foley & Lardner
(contained in Exhibit 5 hereto)
(24) Power of Attorney relating to
subsequent amendments (included
on the signature page 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 of 1933, as amended;
(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, represents 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, as amended, that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered herein, 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 of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered herein, 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, as amended, 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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin,
on September 29, 1994.
WICOR, INC.
By: /s/ George E. Wardeberg
George E. Wardeberg
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints George E. Wardeberg and Joseph P.
Wenzler, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection herewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as he or she might or could
do in person, hereby ratifying and confirming all that each said attorney-
in-fact and agent may lawfully do or cause to be done by virtue hereof.
Signatures Title Date
/s/ George E. Wardeberg President, Chief September 29, 1994
George E. Wardeberg Executive Officer and
Director (Principal
Executive Officer)
/s/ Joseph P. Wenzler Vice President, September 29, 1994
Joseph P. Wenzler Treasurer and Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Wendell F. Bueche
Wendell F. Bueche Director September 29, 1994
/s/ Willie D. Davis Director September 29, 1994
Willie D. Davis
/s/ James L. Forbes Director September 29, 1994
James L. Forbes
/s/ Jere D. McGaffey Director September 29, 1994
Jere D. McGaffey
/s/ Daniel F. McKeithan, Jr. Director September 29, 1994
Daniel F. McKeithan, Jr.
/s/ Guy A. Osborn Director September 29, 1994
Guy A. Osborn
/s/ Thomas F. Schrader Director September 29, 1994
Thomas F. Schrader
/s/ Stuart W. Tisdale Director September 29, 1994
Stuart W. Tisdale
/s/ Essie M. Whitelaw Director September 29, 1994
Essie M. Whitelaw
/s/ William B. Winter Director September 29, 1994
William B. Winter
EXHIBIT INDEX
WICOR, INC. 1994 LONG-TERM PERFORMANCE PLAN
Exhibit No. Exhibit
(4.1) WICOR, Inc. 1994 Long-Term Performance
Plan
(4.2) Form of Nonstatutory Stock Option
Agreement for use in connection with
the WICOR, Inc. 1994 Long-Term
Performance Plan
(4.3) Form of Restricted Stock Agreement for
use in connection with the WICOR, Inc.
1994 Long-Term Performance Plan
(4.4) Restated Articles of Incorporation of
WICOR, Inc., as amended (incorporated
by reference to Exhibit 3.1 to WICOR,
Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1992)
(4.5) Rights Agreement, dated as of August
29, 1989, between WICOR, Inc. and
Manufacturers Hanover Trust Company
(n/k/a Chemical Bank) (incorporated by
reference to Exhibit 4 to WICOR,
Inc.'s Current Report on Form 8-K,
dated as of August 29, 1989)
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen & Co.
(23.2) Consent of Foley & Lardner (contained
in Exhibit 5 hereto)
(24) Power of Attorney relating to
subsequent amendments (included on the
signature page to this Registration
Statement)