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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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ROHR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-1607455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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850 Lagoon Drive
Chula Vista, California 91910
(Address of Principal Executive Offices)(Zip Code)
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ROHR, INC. 1995 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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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)
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With a copy to:
RHONDA S. WAGNER, ESQ.
Gibson, Dunn & Crutcher
750 B Street, Suite 3300
San Diego, California 92101
(619) 544-8025
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Proposed Maximum Amount of
to be registered Registered(1) Maximum Offering Aggregate Offering Registration Fee
Price Per Share(2) Price(2)
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Common Stock, par value 1,800,000 $14.00 $25,200,000 $5,040
$1.00 per share
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1 Pursuant to Rule 416(b), there is also being registered such number of
additional shares of Common Stock of Rohr, Inc. (the "Company") that may become
available for purchase under the 1995 Stock Incentive Plan (the "Plan") in the
event of certain changes in the outstanding shares of Common Stock of the
Company, including among other things, reorganizations, 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 December 27, 1995 of $14.00.
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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 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,
1995;
(2) the Company's Quarterly Report on Form 10-Q for the Quarter ended October
29, 1995; and
(3) the description of the Company's Common Stock contained in the Registration
Statement on Form 8-B, File No. 1-3801.
All other documents subsequently filed by the Company 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 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.
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Not applicable.
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ITEM 8. EXHIBITS
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Exhibit Number Description
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4.1 Rohr, Inc. 1995 Stock Incentive Plan (the "Plan")
4.2 Restated Certificate of Incorporation of Rohr Industries,
Inc., dated December 7, 1985, incorporated herein by reference
to Exhibit 3.1 filed with Form 10-K for fiscal year ended July
31, 1986
4.3 Certificate of Designations of Series C Junior Participating
Cumulative Preferred Stock $1.00 Par Value of Rohr Industries,
Inc., dated August 15, 1986, incorporated herein by reference
to Exhibit 3.2 filed with Form 10-K for fiscal year ended July
31, 1986
4.4 Certificate of Amendment to Restated Certificate of
Incorporation, dated December 9, 1986, incorporated herein by
reference to Exhibit 3.3 filed with Form 10-K for fiscal year
ended July 31, 1987
4.5 Certificate of Amendment to Restated Certificate of
Incorporation, dated December 10, 1991, incorporated herein by
reference to Exhibit 11 filed with Form 8-K dated as of
December 7, 1991
4.6 Bylaws, as amended December 3, 1994, incorporated herein by
reference to Exhibit 3.8 filed with Form 10-Q for period ended
January 29, 1995
5.0 Opinion of Gibson, Dunn & Crutcher
23.1 Consent of Independent Accountants
23.2 Consent of Gibson, Dunn & Crutcher
(included in Exhibit 5)
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;
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(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.
(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 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
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 28th day
of December, 1995.
ROHR, INC.
By: /s/ R.H. RAU
_______________________
R.H. Rau, President
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 attorney-in-fact and agent 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 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 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 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
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/s/ R.H. RAU Director, President December 28, 1995
- ----------------------- and Chief Executive
R.H. Rau Officer
/s/ WALLACE BARNES Director and December 28, 1995
- ----------------------- Chairman of the Board
Wallace Barnes
/s/ LAURENCE A. CHAPMAN Senior Vice President and December 28, 1995
- ----------------------- Chief Financial
Laurence A. Chapman Officer
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/s/ A.L. MAJORS Vice President and December 28, 1995
- ----------------------- Controller
A.L. Majors
/s/ EUGENE E. COVERT Director December 28, 1995
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Eugene E. Covert
/s/ SAM F. IACOBELLIS Director December 28, 1995
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Sam F. Iacobellis
/s/ VINCENT N. MARAFINO Director December 28, 1995
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Vincent N. Marafino
/s/ D. LARRY MOORE Director December 28, 1995
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D. Larry Moore
/s/ ROBERT M. PRICE Director December 28, 1995
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Robert M. Price
/s/ WILLIAM P. SOMMERS Director December 28, 1995
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William P. Sommers
/s/ JACK D. STEELE Director December 28, 1995
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Jack D. Steele
Director December __, 1995
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James R. Wilson
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