Registration No. 333-
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 291-7026
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________________
Joseph P. Wenzler
Senior Vice President, Treasurer and Chief Financial Officer
WICOR, Inc.
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 291-7026
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________________
With a copy to:
Jay O. Rothman
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(414) 271-2400
____________________________
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Each Offering Maximum
Class of Price Aggregate Amount of
Securities to be Amount to be Per Offering Registration
Registered Registered(1) Unit(2) Price(2) Fee
Common Stock, $1 150,000 $44.625 $6,693,750 $1,975
par value, with shares
attached Common and rights
Stock Purchase
Rights
(1) Each share of WICOR, Inc. Common Stock has attached thereto one
Common Stock Purchase Right.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 based upon the
average of the high and low prices for WICOR, Inc. Common Stock as
reported on the New York Stock Exchange on December 19, 1997. The
value attributable to the Rights is reflected in the price of the
Common Stock.
______________________
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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 by WICOR, Inc. (the "Company") or
the SHURflo 401(k) Profit Sharing Plan (the "Plan") with the Commission
are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, which includes audited financial statements as of and
for the year ended December 31, 1996.
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1996.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A under the
Exchange Act, and any other 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 under the Exchange Act, and any amendment or report 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 or 15(d) of the Exchange Act 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 November 30, 1997, Foley & Lardner attorneys who
participated in the preparation of this Registration Statement, including
Mr. McGaffey, beneficially owned 2,479 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 (in the latter
case only) it is determined that the director or officer breached or
failed to perform his 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) Adoption Agreement #005 for Nonstandardized Code
Section 401(k) Profit Sharing Plan dated December 22,
1997 between SHURflo Pump Manufacturing Company and
Marshall & Ilsley Trust Company
(4.2) WICOR, Inc. Master Savings Trust Agreement dated
October 1, 1996 between WICOR, Inc. and Marshall &
Ilsley Trust Company
(4.3) 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)
(4.4) Rights Agreement, dated as of August 29, 1989, between
WICOR, Inc. and Chase Manhattan Bank (f/k/a
Manufacturers Hanover Trust Company), as Rights Agent
(incorporated by reference to Exhibit 4.3 to WICOR,
Inc.'s Registration Statement on Form S-3, dated
October 20, 1995)
(23.1) Consent of Arthur Andersen LLP
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
This filing does not include an opinion regarding the legality
of the securities being registered hereby because none of such securities
will be original issuance securities.
The undersigned Registrant hereby undertakes to submit the Plan
to the Internal Revenue Service ("IRS") in a timely manner and will make
all changes required by the IRS in order to qualify the Plan under Section
401 of the Internal Revenue Code of 1986, as amended.
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 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.
(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 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,
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, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 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
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, and
State of Wisconsin, on this 24th day of December, 1997.
WICOR, INC.
By: /s/ Joseph P. Wenzler
Joseph P. Wenzler
Senior Vice President, Treasurer and
Chief Financial 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 individually, 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 any additional
registration statement to be filed pursuant to Rule 462(b) under the
Securities Act of 1933, 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 he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
/s/ George E. Wardeberg Chairman, Chief December 24, 1997
George E. Wardeberg Executive Officer
and Director
(Principal
Executive Officer)
/s/ Joseph P. Wenzler Senior Vice December 24, 1997
Joseph P. Wenzler President,
Treasurer and Chief
Financial Officer
(Principal
Financial and
Accounting Officer)
/s/ Wendell F. Bueche Director December 24, 1997
Wendell F. Bueche
/s/ Willie P. Davis Director December 24, 1997
Willie D. Davis
/s/ Jere D. McGaffey Director December 24, 1997
Jere D. McGaffey
/s/ Daniel F. McKeithan, Jr. Director December 24, 1997
Daniel F. McKeithan, Jr.
/s/ Guy A. Osborn Director December 24, 1997
Guy A. Osborn
/s/ Thomas F. Schrader Director December 24, 1997
Thomas F. Schrader
/s/ Stuart W. Tisdale Director December 24, 1997
Stuart W. Tisdale
/s/ Essie M. Whitelaw Director December 24, 1997
Essie M. Whitelaw
/s/ William B. Winter Director December 24, 1997
William B. Winter
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Administrative Committee of the SHURflo 401(k) Profit Sharing
Plan, which administers the Plan, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Santa Ana, California, as of the 24th day of December,
1997.
SHURflo 401(k) PROFIT SHARING PLAN
By: ADMINISTRATIVE COMMITTEE OF THE
SHURflo 401(k) PROFIT SHARING PLAN
/s/ J. Russell Phillips
J. Russell Phillips
/s/ Kevin S. McLean
Kevin S. McLean
/s/ Janet M. Scott
Janet M. Scott
/s/ Norman A. Alexander
Norman A. Alexander
/s/ Kathleen M. Robe
Kathleen M. Robe
The foregoing persons are all of the member of the
Administrative Committee of the SHURflo 401(k) Profit Sharing Plan, which
is the administrator of the SHURflo 401(k) Profit Sharing Plan.
EXHIBIT INDEX
Exhibit
No. Exhibit
(4.1) Adoption Agreement #005 for Nonstandardized Code
Section 401(k) Profit Sharing Plan dated December 22,
1997 between SHURflo Pump Manufacturing Company and
Marshall & Ilsley Trust Company
(4.2) WICOR, Inc. Master Savings Trust Agreement dated
October 1, 1996 between WICOR, Inc. and Marshall &
Ilsley Trust Company
(4.3) 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)
(4.4) Rights Agreement, dated as of August 29, 1989, between
WICOR, Inc. and Chase Manhattan Bank (f/k/a
Manufacturers Hanover Trust Company), as Rights Agent
(incorporated by reference to Exhibit 4.3 to WICOR,
Inc.'s Registration Statement on Form S-3, dated
October 20, 1995)
(23.1) Consent of Arthur Andersen LLP
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)