As Filed with the Securities and Exchange Commission on June 12, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________________________
A. O. SMITH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 39-0619790
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
Identification No.) or Organization)
A. O. Smith Corporation
11270 West Park Place (Zip Code) 53224
Post Office Box 23973 (Zip Code) 53223-0973
Milwaukee, Wisconsin
(Address of Principal Executive Offices)
__________________________________________________________________
A. O. SMITH PROFIT SHARING RETIREMENT PLAN,
As Amended Effective July 1, 1996
(Full Title of Plan)
___________________________________________________________________
W. David Romoser
Vice President, General Counsel and Secretary
A. O. Smith Corporation
Post Office Box 23973
Milwaukee, WI 53223-0973
(Name and Address of Agent for Service)
Telephone Number Including Area Code
of Agent for Service: (414) 359-4137
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
Title of to be offering aggregate Amount of
securities registered price per offering registratio
to be registered (1) share (2) price (2) n fee (2)
Common Stock, $1 100,000
par value shares $26.9375 $2,693,750.00 $930.00
(1)Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2)Estimated solely for the purposes of computing the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of
the average of the high and low sales price of A. O. Smith Corporation
Common Stock in New York Stock Exchange composite transactions on June 10,
1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by A. O. Smith Corporation (the
"Company") and the A. O. Smith Profit Sharing Retirement Plan (the "Plan")
with the Securities and Exchange Commission are hereby incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, which contains audited financial statements
for the Registrant's latest fiscal year.
(b) All other reports filed by the Company with the Securities and
Exchange Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since December 31, 1995.
(c) The description of the Company's Common Stock included in Item 4
of the Company's Form 8-A, filed December 9, 1994, for the
registration of the Common Stock with the Securities and Exchange
Commission, including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered 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
Under the provisions of Section 145 of the Delaware General
Corporation Law, the Company is required to indemnify any officer or
director against expenses arising out of legal proceedings in which the
director or officer becomes involved by reason of being a director or
officer if the director or officer is successful in the defense of such
proceedings. Section 145 also provides that the Company may indemnify a
director or officer in connection with a proceeding in which he or she is
not successful in defending if it is determined that he or she acted in
good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the Company or, in the case of a criminal action, if
it is determined that he or she had no reasonable cause to believe his or
her conduct was unlawful. Liabilities for which a director or officer may
be indemnified include amounts paid in satisfaction of settlements,
judgments, fines and other expenses (including attorneys' fees incurred in
connection with such proceedings). In a stockholder derivative action, no
indemnification may be paid in respect of any claim, issue or matter as to
which the director or officer has been adjudged to be liable to the
Company (except for expenses allowed by a court).
Under the provisions of Article VII of the Company's By-Laws and
individual indemnity agreements between the Company and its directors and
certain of its officers, the Company is required to indemnify officers or
directors to a greater extent than under the current provisions of Section
145 of the Delaware General Corporation Law. Except with respect to
stockholder derivative actions, the agreements and the By-Law provisions
generally state that the director or officer will be indemnified against
expenses, amounts paid in settlement and judgments, fines, penalties
and/or other amounts incurred with respect to any threatened, pending or
completed proceeding (including, without limitation, proceedings brought
under and/or predicated upon the Securities Act of 1933 and/or the
Securities Exchange Act of 1934); provided that (i) such individual did
not engage in criminal, fraudulent or intentional misconduct in the
performance of his or her duties to the Company; (ii) with respect to
criminal actions, such individual had no reasonable cause to believe his
or her conduct was unlawful; and (iii) with respect to securities law
actions, such individual acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Company and its stockholders.
The foregoing standards also apply with respect to the
indemnification of expenses incurred in a stockholder derivative suit.
However, in order for a director or officer to be indemnified for
settlement amounts or judgments incurred in a derivative suit, it also
must be determined that (i) such individual has not breached his or her
duty of loyalty to the Company or its stockholders; (ii) has not committed
acts or omissions in bad faith or which involve intentional misconduct or
a knowing violation of the law; (iii) has not engaged in any willful or
negligent conduct in paying dividends or repurchasing stock of the Company
out of other than lawfully available funds; and (iv) has not derived an
improper personal benefit from the subject transaction.
In addition, with respect to the indemnification of settlement
amounts in any type of action, such settlement must be determined to be in
the best interests of the Company and its stockholders and not to be
materially unreasonable in amount.
In addition, the Company maintains insurance policies which provide
coverage to its directors and officers against certain liabilities.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
The exhibits filed herewith or incorporated by reference are set
forth in the attached Exhibit Index.
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;
(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;
(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 Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 and each filing of the Plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934
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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 and other than
payments under the insurance policies referred to in Item 6) 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.
D. The undersigned registrant hereby undertakes that this Plan, and any
amendment thereto, will be submitted in a timely manner to the Internal
Revenue Service ("IRS") and will make all changes required by the IRS in
order to qualify the Plan.
SIGNATURES
The Registrant. 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 this 11th day of June, 1996.
A. O. SMITH CORPORATION
By:/s/Robert J. O'Toole
Robert J. O'Toole, Chairman,
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of A. O. Smith
Corporation, hereby severally constitute and appoint Robert J. O'Toole,
Glen R. Bomberger, John J. Kita, W. David Romoser and Jolene L. Shellman,
and each of them, agent and attorney-in-fact, with full power of
substitution and resubstitution, for them and in their names, 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 therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as each of us might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitute(s), may lawfully do or
cause to be done by virtue thereof.
WITNESS OUR HANDS ON THE DATES SET FORTH BELOW.
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.
Signatures Title Date
/s/Robert J. O'Toole Chairman, President, Chief June 11, 1996
Robert J. O'Toole Executive Officer and
Director (Principal
Executive Officer)
/s/Glen R. Bomberger Executive Vice President, June 11, 1996
Glen R. Bomberger Chief Financial Officer and
Director (Principal
Financial Officer)
/s/John J. Kita Vice President, Treasurer June 11, 1996
John J. Kita and Controller (Principal
Accounting Officer)
/s/Tom H. Barrett Director June 11, 1996
Tom H. Barrett
/s/Russell G. Cleary Director June 11, 1996
Russell G. Cleary
/s/Thomas I. Dolan Director June 11, 1996
Thomas I. Dolan
/s/Leander W. Jennings Director June 11, 1996
Leander W. Jennings
/s/Dr. Agnar Pytte Director June 11, 1996
Dr. Agnar Pytte
/s/Donald J. Schuenke Director June 11, 1996
Donald J. Schuenke
/s/Arthur O. Smith Director June 11, 1996
Arthur O. Smith
/s/Bruce M. Smith Director June 11, 1996
Bruce M. Smith
The Plan. Pursuant to the requirements of the Securities Act of
1933, the persons who administer the A. O. Smith Profit Sharing Retirement
Plan have 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 June 11, 1996.
A. O. SMITH PROFIT SHARING RETIREMENT PLAN
By:/s/W. David Romoser
W. David Romoser
Vice President, General Counsel & Secretary
A. O. Smith Corporation
EXHIBIT INDEX
Exhibit No. Exhibits Page No.
4 A. O. Smith Profit Sharing
Retirement Plan --
23 Consent of Ernst & Young LLP --
24 Power of Attorney relating to subsequent
amendments (included on the signature page
to this Registration Statement) --