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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A. O. SMITH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 39-0619790
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 245009
Milwaukee, Wisconsin 53224-9509
(Address of principal executive offices) (Zip Code)
A.O. Smith Corporation Long-Term Executive Incentive Compensation Plan
(Full title of the plan)
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W. David Romoser, Esq. Copy to:
Vice President, General Counsel
and Secretary Patrick G. Quick, Esq.
A.O. Smith Corporation Foley & Lardner
P.O. Box 245009 777 East Wisconsin Avenue
Milwaukee, Wisconsin 53224-9509 Milwaukee, Wisconsin 53202
(414) 359-4137 (414) 271-2400
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share Offering Price Fee
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Common Stock, 1,500,000 $19.90625(2) $29,859,375.00(2) $7,882.88
$1 par value shares
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of additional shares of Common
Stock that may become issuable as a result of stock splits, stock dividends,
or similar transactions pursuant to the anti-dilution provisions of the
Long-Term Executive Incentive Compensation Plan.
(2) 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 A. O. Smith Corporation Common Stock on the New
York Stock Exchange consolidated reporting system on December 7, 1999.
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.
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The following documents filed with the Commission by A. O. Smith
Corporation (the "Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999; June 30, 1999; and September 30, 1999.
3. All other reports filed by the Company since December 31, 1998
pursuant to Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, as
amended.
4. The description of the Company's Common Stock contained in Item 4
of the Company's Registration Statement on Form 8-A, filed December 9, 1994,
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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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None.
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Item 6. Indemnification of Directors and Officers.
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Under the provisions of Section 145 of the Delaware General
Corporation Law, the Company is required to indemnify any present or former
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 is not successful in
defending if it is determined that he 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 had no
reasonable cause to believe his 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 By-Law provisions and the indemnity agreements 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 duties to the Company; (ii) with respect to
criminal actions, such individual had no reasonable cause to believe his conduct
was unlawful; and (iii) with respect to securities law actions, such individual
acted in good faith and in a manner he 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 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.
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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.
The Company maintains insurance policies that provide coverage to its
directors and officers against certain liabilities.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The exhibits filed herewith or incorporated herein by reference are
set forth in the attached Exhibit Index.
Item 9. Undertakings.
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(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 with or furnished to the
Securities and Exchange Commission by the Registrant 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(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 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.
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SIGNATURES
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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 7th day of
December, 1999.
A. O. SMITH CORPORATION
By: /s/Robert J. O'Toole
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Robert J. O'Toole
Chairman, President and
Chief Executive Officer
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. Each person whose signature appears below
constitutes and appoints Robert J. O'Toole, Glen R. Bomberger, John J. Kita and
W. David Romoser, and each of them individually, his or her attorneys-in-fact
and agents, 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 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, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
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/s/Robert J. O'Toole Chairman, President, Chief December 7, 1999
- ---------------------------- Executive Officer and Director
Robert J. O'Toole (Principal Executive Officer)
/s/Glen R. Bomberger Executive Vice President, Chief December 7, 1999
- ---------------------------- Financial Officer and Director
Glen R. Bomberger (Principal Financial Officer)
/s/John J. Kita Vice President, Treasurer and December 7, 1999
- ---------------------------- Controller (Principal Accounting
John J. Kita Officer)
S-1
Signature Title Date
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/s/Tom H. Barrett Director December 7, 1999
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Tom H. Barrett
/s/William F. Buehler Director December 7, 1999
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William F. Buehler
/s/Kathleen J. Hempel Director December 7, 1999
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Kathleen J. Hempel
/s/Robert N. Pokelwaldt Director December 7, 1999
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Robert N. Pokelwaldt
____________________________ Director __________, 1999
Agnar Pytte
/s/Arthur O. Smith Director December 7, 1999
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Arthur O. Smith
/s/Bruce M. Smith Director December 7, 1999
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Bruce M. Smith
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EXHIBIT INDEX
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Exhibit
Number Exhibit Description
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(4.1) A. O. Smith Corporation Long-Term Executive Incentive Compensation
Plan.
(4.2) Restated Certificate of Incorporation of A. O. Smith Corporation
(incorporated by reference to Exhibit 3(i) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 (File No.
1-475)).
(5) Opinion of W. David Romoser.
(23.1) Consent of Ernst & Young LLP.
(23.2) Consent of W. David Romoser (contained in Exhibit 5).
(24) Power of Attorney (contained on the signature page hereto).
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