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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
Form S-8
Registration Statement
Under
The Securities Act of 1933
______________________________
ROHR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-1607455
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
850 LAGOON DRIVE
CHULA VISTA, CALIFORNIA 91910
(Address of Principal Executive Office)(Zip Code)
PRETAX SAVINGS PLAN
FOR THE SALARIED EMPLOYEES
OF ROHR, INC.
(Full Title of the Plan)
R.W. Madsen
Vice President, General Counsel and Secretary
Rohr, Inc.
850 Lagoon Drive
Chula Vista, California 91910
(Name and address of agent for service)
(619)691-2025
(Telephone number, including area code, of agent for service)
With a copy to:
RHONDA S. WAGNER, ESQ.
Gibson, Dunn & Crutcher
750 B Street, Suite 3300
San Diego, California 92101
(619) 544-8025
CALCULATION OF REGISTRATION FEE
____________________________________________________________________________________________________________________________________
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
____________________________________________________________________________________________________________________________________
Common Stock 300,000 (1) $8-15/16 (2) $2,681,250 (2) $924.57
____________________________________________________________________________________________________________________________________
Interests in Pretax
Savings Plan for (3) (3) (3) (3)
the Salaried
Employees of
Rohr, Inc.
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1 Based on the estimate by Rohr, Inc. (the "Company") of the number of shares
of Common Stock that will be purchased pursuant to the Pretax Savings Plan for
the Salaried Employees of Rohr, Inc. (the "Plan"). Pursuant to Rule 416(b),
there is also being registered such number of additional shares of Common Stock
of the Company that may become available for purchase under the Plan in the
event of certain changes in the outstanding shares of Common Stock of the
Company, including among other things, reorganizations, mergers,
recapitalizations, restructurings, stock dividends, stock splits, reverse stock
splits and reclassifications.
2 Estimated in accordance with Rule 457(h) and Rule 457(c) solely for purposes
of calculating the registration fee and based on the average of the high and low
prices of the Common Stock of the Company on the New York Stock Exchange on
November 14, 1994 of $8-15/16.
3 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents of the Company and the Plan heretofore filed
with the Securities and Exchange Commission are hereby incorporated in this
Registration Statement by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1994;
(2) the Plan's Annual Report on Form 11-K for the fiscal year of the Plan ended
July 31, 1994; and
(3) the description of the Company's Common Stock contained in the Registration
Statement on Form 8-B, File No. 1-3801.
All reports and other documents subsequently filed by the Company and
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all such 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 reports and 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 145 of the Delaware General Corporation Law permits
indemnification of officers, directors and employees of domestic or foreign
corporations under certain circumstances and subject to certain limitations.
Article VII of the Company's By-Laws contains a provision for indemnification
involving them because of their positions with the Company, including judgments
or amounts paid in settlement of claims brought by or in the right of the
Company. In addition to maintaining directors' and officers' liability
insurance, the Company has entered into indemnity agreements with certain of its
directors and officers comparable to the directors' and officers' liability
insurance previously maintained by the Company. The form of these agreements
has been approved by the Company's board of directors and stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
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ITEM 8. EXHIBITS.
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Exhibit Number Description
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4.1 Pretax Savings Plan for the
Salaried Employees of Rohr, Inc.
(the "Plan")
4.2 Master Trust Agreement for the Plan.
5.0 The Company undertakes to submit
the Plan and any amendments
thereto to the Internal Revenue
Service in a timely manner and
to make all changes required by
the Internal Revenue Service in
order to qualify the Plan.
23.0 Consent of Independent
Accountants.
24.0 Power of Attorney (included on
Signature Pages).
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 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.
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(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, 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 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, 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
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 Chula Vista, State of California, on this 17th day of
November, 1994.
ROHR, INC.
By: R.H. RAU
___________________________________
R.H. Rau, President and
Chief Executive Officer,
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R.H. RAU, LAURENCE A. CHAPMAN and R.W.
MADSEN, and each of them, as his true and lawful attorneys-in-fact and agents
with full powers of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or 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 each of
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that either said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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.
SIGNATURE TITLE DATE
--------- ----- ----
R.H. RAU Director, President and Chief November 17, 1994
_______________________ Executive Officer
R.H. Rau
J.J. KERLEY Director and Chairman of the November 17, 1994
_______________________ Board
J.J. Kerley
LAURENCE A. CHAPMAN Senior Vice President and Chief November 17, 1994
_______________________ Financial Officer
Laurence A. Chapman
A.L. MAJORS Vice President and Controller November 17, 1994
_______________________
A.L. Majors
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SIGNATURE TITLE DATE
--------- ----- ----
Director
_______________________
Wallace Barnes
WALLACE W. BOOTH Director November 17, 1994
_______________________
Wallace W. Booth
EUGENE E. COVERT Director November 17, 1994
_______________________
Eugene E. Covert
WAYNE M. HOFFMAN Director November 17, 1994
_______________________
Wayne M. Hoffman
Director
_______________________
Sam F. Iacobellis
Director
_______________________
D. Larry Moore
ROBERT M. PRICE Director November 17, 1994
_______________________
Robert M. Price
WILLIAM P. SOMMERS Director November 17, 1994
_______________________
William P. Sommers
JACK D. STEELE Director November 17, 1994
_______________________
Jack D. Steele
Director
_______________________
James R. Wilson
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chula Vista, State of
California, on this 17th day of November, 1994.
PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF
ROHR, INC.
By: ALVIN L. MAJORS
___________________________________
Alvin L. Majors, Chairman
Rohr, Inc., Management Employee Benefits
Committee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints ALVIN L. MAJORS and LAURENCE A. CHAPMAN,
and each of them, as his true and lawful attorneys-in-fact and agents with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or 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 each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that either said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
--------- ----- ----
ALVIN L. MAJORS Chairman, Rohr, Inc. Management November 17, 1994
_______________________ Employee Benefits Committee
Alvin L. Majors
LAURENCE A. CHAPMAN Member, Rohr, Inc. Management November 17, 1994
_______________________ Employee Benefits Committee
Laurence A. Chapman
GRAYDON A. WETZLER Member, Rohr, Inc. Management November 17, 1994
_______________________ Employee Benefits Committee
Graydon A. Wetzler
DAVID A. RAMSAY Member, Rohr, Inc. Management November 17, 1994
_______________________ Employee Benefits Committee
David A. Ramsay
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