As filed with the Securities and Exchange Commission on June 26, 1998.
Registration No. ________________
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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BERG ELECTRONICS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2451903
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
James N. Mills
101 South Hanley Road
101 South Hanley Road St. Louis, Missouri 63105
St. Louis, Missouri 63105 (314) 726-1323
(Address, Including Zip Code, of (Name, Address, Including Zip Code,
Registrant's Principal and Telephone Number, Including
Executive Offices) Area Code, of Agent for Service)
Berg Electronics Corp. 1998 Incentive Compensation Plan
(Full Title of the Plan)
CALCULATION OF REGISTRATION FEE
===================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered (1) Registered (1) Per Share (2) Offering Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------
Common Stock,
$.01 Par Value 977,713 Shares $20.50 $20,043,116.50 $5,912.72
===================================================================================================
<FN>
(1) Shares of common stock, $.01 par value per share ("Common Stock"), of Berg
Electronics Corp. (the "Company") being registered hereby relate to the
Company's 1998 Incentive Compensation Plan. Pursuant to Rule 416(a)
promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), there is also being registered an indeterminate amount of
additional shares of Common Stock as may become issuable as a result of
stock splits, stock dividends or similar transactions.
(2) In accordance with sections (c) and (h)(1) of Rule 457 promulgated under
the Securities Act, calculated on the basis of the average of the high and
low prices of the Common Stock as reported on the New York Stock Exchange
on June 24, 1998.
</FN>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Annual Report on Form 10-K
referred to in (a) above; and
(c) The description of the Company's Common Stock, which is contained in
the Company's Registration Statement on Form 8-A (File No. 1-14080) filed under
Section 12(b) of the Exchange Act on November 9, 1995, including any amendments
or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all of the shares
of Common Stock offered have been sold or which deregisters all of such shares
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. Any statement incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated in Delaware. Under Section 145 of the General
Corporation Law of the State of Delaware, a Delaware corporation has the power,
under specified circumstances and subject to certain limitations, to indemnify
its directors, officers, employees and agents in connection with actions, suits
or proceedings brought against them by a third party or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees or agents, against liabilities and expenses incurred in any
such action, suit, or proceeding. Article Tenth of the Certificate of
Incorporation of the Company provides for mandatory indemnification of directors
and officers to the fullest extent permitted by the General Corporation Law of
the State of Delaware.
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 Securities and Exchange 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 thereof 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 pursuant to this Registration Statement, the Company will, unless in
the opinion of 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Certificate of Incorporation of Berg Electronics Corp. (f/k/a Berg
Electronics Group, Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a Berg
CS Holdings, Inc.), together with amendments thereto. (Filed previously as
an exhibit to the Company's Registration Statement on Form S-1 (File No.
33-98240), and incorporated by reference herein.)
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3.2 Certificate of Amendment to Certificate of Incorporation, dated February
29, 1996, of Berg Electronics Corp. (Filed previously as an exhibit to the
Company's Form 10-K for the year ended December 31, 1995, and incorporated
by reference herein.)
3.3 Certificate of Amendment to Amended Certificate of Incorporation, dated May
28, 1998, of Berg Electronics Corp.*
3.4 Amended and Restated Bylaws of Berg Electronics Corp. (Filed previously as
an exhibit to the Company's Registration Statement on Form S-1 (File No.
33-98240), and incorporated by reference herein.)
4.1 Certificate of Designations, Preferences and Rights of Series A Junior
Preferred Stock of Berg Electronics Corp. (Filed previously as an exhibit
to the Company's Form 10-K for the year ended December 31, 1997, and
incorporated by reference herein.)
4.2 1998 Incentive Compensation Plan.*
5 Opinion of Weil, Gotshal & Manges LLP.*
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
24 Power of Attorney (see pages II-5 and II-6 of this Registration Statement).
- --------------------
* Filed herewith.
Item 9. Undertakings.
(a) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
(2) 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
II-3
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 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 15(d) of the Exchange Act that is incorporated by
reference in this 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) See Item 6.
[The remainder of this page is intentionally left blank.]
II-4
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 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 Clayton, State of Missouri, on this 26th day of
June, 1998.
BERG ELECTRONICS CORP.
By: /s/ David M. Sindelar
----------------------------------------
David M. Sindelar
Senior Vice President and
Chief Financial Officer
Each person whose signature to this Registration Statement appears below
hereby appoints David M. Sindelar as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below and to file all post-effective
amendments to this Registration Statement, which amendments may make such
changes in and additions to this Registration Statement as such attorney-in-fact
may deem necessary or appropriate.
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.
Signature Title Date
--------- ----- ----
/s/ James N. Mills Chairman of the Board of Directors June 26, 1998
- --------------------------- and Chief Executive Officer
James N. Mills (Principal Executive Officer)
/s/ David M. Sindelar Senior Vice President and Chief June 26, 1998
- --------------------------- Financial Officer (Principal
David M. Sindelar Financial Officer)
/s/ Joseph S. Catanzaro Chief Accounting Officer (Principal June 26, 1998
- --------------------------- Accounting Officer)
Joseph S. Catanzaro
/s/ Timothy L. Conlon Director, President and Chief June 26, 1998
- --------------------------- Operating Officer
Timothy L. Conlon
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/s/ Thomas O. Hicks Director June 26, 1998
- --------------------------
Thomas O. Hicks
/s/ Charles W. Tate Director June 26, 1998
- --------------------------
Charles W. Tate
/s/ Richard W. Vieser Director June 26, 1998
- --------------------------
Richard W. Vieser
/s/ Kenneth F. Yontz Director June 26, 1998
- --------------------------
Kenneth F. Yontz
II-6
Exhibit Index
Exhibit
No. Description
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3.1 Certificate of Incorporation of Berg Electronics Corp. (f/k/a Berg
Electronics Group, Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a
Berg CS Holdings, Inc.), together with amendments thereto. (Filed
previously as an exhibit to the Company's Registration Statement on
Form S-1 (File No. 33-98240), and incorporated by reference herein.)
3.2 Certificate of Amendment to Certificate of Incorporation, dated
February 29, 1996, of Berg Electronics Corp. (Filed previously as an
exhibit to the Berg Electronics Corp. Form 10-K for the year ended
December 31, 1995 and incorporated by reference herein.)
3.3 Certificate of Amendment to Amended Certificate of Incorporation,
dated May 28, 1998, of Berg Electronics Corp.
3.4 Amended and Restated Bylaws of Berg Electronics Corp. (Filed
previously as an exhibit to the Company's Registration Statement on
Form S-1 (File No. 33-98240), and incorporated by reference herein.)
4.1 Certificate of Designations, Preferences and Rights of Series A
Junior Preferred Stock of Berg Electronics Corp. (Filed previously as
an exhibit to the Company's Form 10-K for the year ended December 31,
1997, and incorporated by reference herein.)
4.2 1998 Incentive Compensation Plan.
5 Opinion of Weil, Gotshal & Manges LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
24 Power of Attorney (see pages II-5 and II-6 of this Registration
Statement).