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As filed with the Securities and Exchange Commission on July 22, 1994
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MUELLER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 25-0790410
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2959 North Rock Road
Wichita, Kansas 67226-1191
(Address of principal executive offices) (zip code)
Mueller Industries, Inc. 1994 Stock Option Plan and 1994 Non-Employee Director
Stock Option Plan
(Full title of the plans)
William H. Hensley
Vice President, General
Counsel and Secretary
Mueller Industries, Inc.
2959 North Rock Road
Wichita, Kansas 67226-1191
(316) 636-6300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Neil Novikoff, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
CALCULATION OF REGISTRATION FEE
Title of Securities Amount To Proposed Maximum Offering Proposed Maximum Amount of
Being Registered Be Registered (1) Price per Share (2) Aggregate Offering Price (2) Registration Fee
Common Stock, $.01 par 225,000 $31.00 $6,975,000 $2,406
value per share
(1) This Registration Statement covers the 225,000 shares of Common Stock
authorized to be issued under the Mueller Industries, Inc. 1994 Stock
Option Plan and 1994 Non-Employee Director Stock Option Plan.
(2) Estimated solely for purposes of calculating the amount of the
registration fee based on the price per share of the Common Stock as
quoted on the New York Stock Exchange as of July 21, 94, pursuant to
Rule 457(h) under the Securities Act of 1933, as amended.
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PART I
INFORMATION NOT REQUIRED
IN THE REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Mueller Industries, Inc., a Delaware
corporation (the "Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 25, 1993, filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 26, 1994 and June 25, 1994, filed pursuant to
the Exchange Act; and
(c) The description of Company's Common Stock, par value $0.01
per share (the "Common Stock"), which is contained in the Company's
registration statement on Form 8-A, File No. 1-6770, dated January
22, 1991, filed pursuant to the Exchange Act, including the
amendment filed by the Company on Form 8, dated February 12, 1991.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of the filing of such documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation
or enterprise. A corporation may, in advance of the final disposition of any
civil, criminal, administrative or investigative action, suit or proceeding,
pay the expenses (including attorneys' fees) incurred by any officer,
director, employee or agent in defending such action, provided that the
director or officer undertakes to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the
corporation. A corporation may indemnify such person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable
to the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses (including attorneys' fees) which he
actually and reasonably incurred in connection therewith. The indemnification
provided is not deemed to be exclusive of any other rights to which an officer
or director may be entitled under any corporation's by-law, agreement, vote or
otherwise.
In accordance with Section 145 of the DGCL, Article 7 of the
Company's Certificate of Incorporation, as amended (the "Certificate") and the
Company's By-Laws (the "By-Laws") provide that the Company shall indemnify
each person who is or was a director, officer, employee or agent of the
Company (including the heirs, executors, administrators or estate of such
person) or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent permitted by the DGCL or any
successor statute. The indemnification provided by the Certificate and the
By-Laws shall not be deemed exclusive of any other rights to which any of
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her individual capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The Certificate and the By-Laws provide that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct of a knowing violation of law, (iii) under
Section 174 of the DGCL, or
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(iv) for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Company shall be eliminated or limited to the
fullest extent permitted by the DGCL as so amended.
The By-Laws further provide that the Company may purchase and
maintain insurance on behalf of its directors, officers, employees and agents
against any liabilities asserted against such persons arising out of such
capacities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit No.
4.1 Specimen Common Stock certificate of the Company (incorporated
herein by reference to Exhibit 4.1 of the Company's current report
on Form 8-K dated December 28, 1990).
4.2 Copy of the Company's Certificate of Incorporation, as amended
(incorporated herein by reference to Exhibit 3.1 of the Company's
current report on Form 8-K dated December 28, 1990).
4.3 Copy of the Company's By-Laws, as amended and restated effective May
12, 1994.
5 Opinion of Willkie Farr & Gallagher, counsel to the Company, as to
the legality of the shares being registered.
23.1 Consent of Ernst & Young.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Power of Attorney of the Board of Directors (included on the
signature page hereof).
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Item 9. UNDERTAKINGS
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(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)(i) and (a)(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 Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director,
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officer or controlling person in connection with the securities being
registered, the Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Wichita, State of Kansas, on the 22nd day of July,
1994.
MUELLER INDUSTRIES, INC.
By: /s/ Harvey L. Karp
Harvey L. Karp
Chairman of the Board
POWER OF ATTORNEY
Each of the undersigned officers and directors of MUELLER
INDUSTRIES, INC. hereby severally constitutes and appoints Harvey L. Karp and
William D. O'Hagan, and each of them, as attorneys-in-fact for the
undersigned, in any and all capacities, with full power of substitution, to
sign any further amendments to this Registration Statement (including post-
effective amendments), and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, 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 and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact, or either of them, may lawfully do or
cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
/s/ Harvey L. Karp Chairman of the Board and Director July 22, 1994
Harvey L. Karp
/s/ William D. O'Hagan President, Chief Executive Officer and Director July 22, 1994
William D. O'Hagan
/s/ Earl W. Bunkers Chief Financial Officer (Principal Accounting Officer) July 22, 1994
Earl W. Bunkers
/s/ Kent A. McKee Treasurer and Assistant Secretary July 22, 1994
Kent A. McKee
/s/ Roy C. Harris Corporate Controller July 22, 1994
Roy C. Harris
/s/ Rodman L. Drake Director July 22, 1994
Rodman L. Drake
/s/ Allan Mactier Director July 22, 1994
Allan Mactier
/s/ Robert Pasquarelli Director July 22, 1994
Robert Pasquarelli
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INDEX TO EXHIBITS
Exhibit No. Description
___________ ___________
4.1 Specimen Common Stock certificate of the Company (incorporated
herein by reference to Exhibit 4.1 of the Company's current
report on Form 8-K dated December 28, 1990).
4.2 Copy of the Company's Certificate of Incorporation, as amended
(incorporated herein by reference to Exhibit 3.1 of the
Company's current report on Form 8-K dated December 28, 1990).
4.3 Copy of the Company's By-Laws, as amended and restated
effective May 12, 1994.
5 Opinion of Willkie Farr & Gallagher, counsel to the Company, as
to the legality of the shares being registered.
23.1 Consent of Ernst & Young.
23.2 Consent of Willkie Farr & Gallagher (contained
in Exhibit 5).
24 Power of Attorney of the Board of Directors
(included on the signature page hereof).