As filed with the Securities and Exchange Commission on March 5, 1999
Registration No. 333-___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MOOG INC.
(Exact name of Registrant as specified in its charter)
New York 16-0757636
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
East Aurora, New York 14052-0018
(Address of Principal Executive Office) (Zip Code)
MOOG INC. 1998 STOCK OPTION PLAN
(Full title of the plan)
Joe C. Green
Executive Vice President and Chief Administrative Officer
Moog Inc.
East Aurora, New York 14052-0018
(Name and address of agent for service)
716-652-2000
(Telephone number, including area code, of agent for service)
Copy to: Phillips, Lytle, Hitchcock, Blaine & Huber LLP
3400 Marine Midland Center
Buffalo, New York 14203
Attention: John B. Drenning, Esq.
CALCULATION OF REGISTRATION FEE
_________________________________________________________________________
Title of Proposed Max. Proposed Max.
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered* share** price** fee
_________________________________________________________________________
Class A
Common Stock
$1 par
value 600,000 $31.3125 $18,787,500 $5,222.93
* The number of shares are subject to adjustment in accordance with
the anti-dilution provisions of the Plan. Accordingly, this Registration
Statement also covers an indeterminable number of shares which may be
issuable in connection with such provisions.
** Estimated solely for the purpose of determining the registration
fee computed pursuant to Rule 457(c); calculated on the basis of the
average of the high and low prices of the Class A Common Stock on the
American Stock Exchange on March 3, 1999.
Page 1 of 18 Pages
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the instructions for Form S-8, the documents containing
the information specified in Items 1 and 2 of Part I of Form S-8 are not
being filed with the Securities and Exchange Commission as part of this
Registration Statement, but will be sent or given to optionees as specified
by Rule 428(b)(1).
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Exhibit Index Appears on Page 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Commission are
incorporated by reference in this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 26, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the period
ended December 31, 1998.
(c) The Company's Current Report on Form 8-K filed on
November 3, 1998, and the Company's Current Report on Form 8-K filed on
December 3, 1998, as amended by the Company's Current Report on Form 8-K/A
filed on February 10, 1999.
(d) The description of the Class A Common Stock contained in the
Company's Registration Statement on Form S-8 dated March 22, 1990
(Registration File No. 33-33958).
In addition, all documents subsequently filed by the Company
pursuant to Section 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
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 herein 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.
John B. Drenning, Secretary of the Company, is a partner in the law
firm of Phillips, Lytle, Hitchcock, Blaine & Huber LLP, which has rendered
the legality opinion included in this Registration Statement as Exhibit 5.
Item 6. Indemnification of Directors and Officers
The Company's By-Laws contain provisions to protect each present and
former director or officer of the Company, to the fullest extent permitted
by the New York Business Corporation Law ("BCL"), from any liability
arising out of his actions as such officer or director.
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Exhibit Index Appears on Page 9
As permitted by the BCL, the Company's Restated Certificate of
Incorporation provides that a director of the Company shall not be liable
for damages to the Company or its shareholders for any act or omission in
the performance of his duties, except to the extent that a judgment or
other final adjudication adverse to him establishes that (1) he actually
received an improper benefit, (2) his act or omission was in bad faith or
involved intentional misconduct or a knowing violation of law, or (3) his
acts violated section 719 of the BCL.
As approved by shareholders at the Annual Meeting of Shareholders held
on February 16, 1988, there are indemnification agreements between the
Company and its directors and certain executive officers. These agreements
provide for indemnification by the Company of the directors and officers
for any amounts they may become obligated to pay, including legal fees and
expenses, in connection with a claim against them for which the Company's
Restated Certificate of Incorporation or By-Laws otherwise provide
indemnification.
The BCL contains provisions affecting indemnification of directors and
officers of the Company, to which reference is made for the complete
statutory provisions relating to indemnification of directors and officers
of a New York Corporation.
The Company maintains a standard directors and officers liability
insurance policy which will reimburse the Company for payments it may make
in indemnification of directors and officers and pay other expenses,
counsel fees, settlements, judgments or costs arising from proceedings
involving any director or officer of the Company in his capacity as such,
subject to certain limitations and exclusions.
Item 7. Exemption from Registration.
Not applicable.
Item 8. Exhibits
See the Exhibit Index, below.
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;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
Page 4 of 18 Pages
Exhibit Index Appears on Page 9
(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 (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 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 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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
Page 5 of 18 Pages
Exhibit Index Appears on Page 9
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
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 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 East Aurora, New York on
March 3, 1999.
MOOG INC.
By:/s/Robert R. Banta
Robert R. Banta
Executive Vice President and
Chief Financial Officer
Page 7 of 18 Pages
Exhibit Index Appears on Page 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard A. Aubrecht and Robert R.
Banta, jointly and severally, with full power to act without the other, as
his true and lawful attorneys-in-fact, each with full power of substitution
for him and in his name, place and stead, in any and all capacities, to
sign any or all amendments or 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 under the Securities Act of 1933, granting unto each of
said attorneys-in-fact 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 of said
attorneys-in-fact, or his substitute, 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 by the following persons in the
capacities and on the date indicated.
SIGNATURE CAPACITY DATE
/s/Robert T. Brady Chairman of the Board, March 3, 1999
Robert T. Brady President, Chief Executive
Officer (Principal executive
officer) and Director
/s/Robert R. Banta Executive Vice President and March 3, 1999
Robert R. Banta Chief Financial Officer
(Principal financial
officer) and Director
/s/Donald R. Fishback Controller March 3, 1999
Donald R. Fishback (Principal accounting
officer)
/s/Richard A. Aubrecht Director March 3, 1999
Richard A. Aubrecht
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Exhibit Index Appears on Page 9
/s/Joe C. Green Director March 3, 1999
Joe C. Green
/s/John D. Hendrick Director March 3, 1999
John D. Hendrick
/s/Kraig H. Kayser Director March 3, 1999
Kraig H. Kayser
/s/Robert H. Maskrey Director March 3, 1999
Robert H. Maskrey
/s/Albert F. Myers Director March 3, 1999
Albert F. Myers
/s/Peter P. Poth Director March 3, 1999
Peter P. Poth
Page 9 of 18 Pages
Exhibit Index Appears on Page 9
INDEX TO EXHIBITS
Sequential
Exhibit Page Number
5 - Opinion of Phillips, Lytle, 11
Hitchcock, Blaine & Huber LLP as to
the legality of the securities
registered.
10 - Moog Inc. 1998 Stock Option Plan,
incorporated by reference to the
Company's definitive proxy statement
dated January 5, 1998
23(a) - Consent of KPMG LLP 13
23(b) - Consent of PricewaterhouseCoopers 15
23(c) - Consent of PricewaterhouseCoopers LLP 17
23(d) - Consent of Phillips, Lytle, Hitchcock, 11
Blaine & Huber LLP (included in
Exhibit 5)
24 - Power of Attorney (included with 8
signature page)
Page 10 of 18 Pages
Exhibit Index Appears on Page 9
EXHIBITS 5 AND 23(d)
OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER LLP AS TO THE LEGALITY
OF THE SECURITIES REGISTERED
Page 11 of 18 Pages
Exhibit Index Appears on Page 9
[LETTERHEAD OF PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP]
March 3, 1999
Moog Inc.
East Aurora, New York 14052-0018
Re: Moog Inc. - Registration Statement on Form S-8
Gentlemen:
With respect to the Form S-8 Registration Statement of Moog Inc.
(the "Company"), covering the registration of 600,000 shares of Class A
Common Stock, $1 par value ("Common Stock") of the Company, we have
examined and are familiar with the Company's Certificate of Incorporation,
By-laws, resolutions of its Directors and such other documents and
corporate records and proceedings relating to the organization of the
Company, proposed issuance of securities and the adoption of the Plan by
the Company. We have also examined such other documents and proceedings
that we have considered necessary for the purpose of this opinion.
Based upon such examination, we are of the opinion that:
1. The Company has been duly organized and is a validly
existing corporation under the laws of the State of New
York.
2. The 600,000 shares of Common Stock which may be issued by
the Company have been duly authorized and, when issued in
accordance with the terms of the Registration Statement and
the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement.
Very truly yours,
PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP
Page 12 of 18 Pages
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EXHIBIT 23(a)
CONSENT OF KPMG LLP
INDEPENDENT PUBLIC ACCOUNTANTS
Page 13 of 18 Pages
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Consent of Independent Auditors
The Board of Directors
Moog Inc.:
We consent to the use of our reports dated November 9, 1998, except as to
Notes 2 and 6 which are as of December 3, 1998, on the consolidated
financial statements of Moog Inc. and subsidiaries as of September 26, 1998
and September 27, 1997 and for each of the years in the three-year period
ended September 26, 1998 and the related financial statement schedule
incorporated by reference herein.
KPMG LLP
Buffalo, New York
March 3, 1999
Page 14 of 18 Pages
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EXHIBIT 23(b)
CONSENT OF PRICEWATERHOUSECOOPERS
INDEPENDENT PUBLIC ACCOUNTANTS
Page 15 of 18 Pages
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[PRICEWATERHOUSECOOPERS LETTERHEAD]
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
of Moog Inc. on Form S-8 (pertaining to the Company's 1998 Stock Option
Plan) of our report dated November 12, 1998 on our audits of the
consolidated financial statements of Moog GmbH (a wholly-owned subsidiary
of MOOG Inc.) and subsidiary as of September 30, 1998, 1997 and 1996 and
for the years then ended, which report is included in the 1998 Annual
Report on Form 10-K of Moog Inc.
Stuttgart, Germany
March 3, 1999
PricewaterhouseCoopers
Page 16 of 18 Pages
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EXHIBIT 23(c)
CONSENT OF PRICEWATERHOUSECOOPERS LLP
INDEPENDENT PUBLIC ACCOUNTANTS
Page 17 of 18 Pages
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CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Moog Inc.:
We consent to incorporation by reference in this Registration Statement on
Form S-8 of Moog Inc. of our report dated November 6, 1998 on our audits of
the balance sheets and related statements of income, parent company
investment and cash flows of Raytheon Aircraft Montek Company as of
December 31, 1997 and 1996, and for the years ended December 31, 1997 and
1996, which report is included in the Form 8-K/A of Moog Inc. filed
February 10, 1999.
PricewaterhouseCoopers LLP
Boston, Massachusetts
March 3, 1999
Page 18 of 18 Pages
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