As filed with the Securities and Exchange Commission on May 22, 2002
Registration No.333-51441
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COOPER INDUSTRIES, LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 98-0355628
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
600 TRAVIS, SUITE 5800
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
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COOPER INDUSTRIES, INC.
AMENDED AND RESTATED
MANAGEMENT ANNUAL INCENTIVE PLAN
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DIANE K. SCHUMACHER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
600 TRAVIS, SUITE 5800
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 209-8400
(Telephone number of agent for service)
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EXPLANATORY NOTE
Reorganization of Cooper Industries, Inc. to Bermuda
This Post-Effective Amendment No. 3 to Registration Statement on Form
S-8, Registration No. 333-51441, is filed pursuant to Rule 414 of the Securities
Act of 1933, as amended (the "Securities Act"), by Cooper Industries, Ltd., a
Bermuda company (the "Company"), which is the successor issuer to Cooper
Industries, Inc., an Ohio corporation ("Cooper Ohio"), following a corporate
reorganization (the "Reorganization") that became effective on May 22, 2002. The
Reorganization was effected through the merger of Cooper Mergerco, Inc., an Ohio
corporation, with and into Cooper Ohio with the result that Cooper Ohio became
an indirect, wholly-owned subsidiary of the Company. Pursuant to the
Reorganization, Class A Common Shares, par value $0.01 per share, of the Company
will henceforth be issuable under the Cooper Industries, Inc. Amended and
Restated Management Annual Incentive Plan (the "Plan") in lieu of shares of
common stock of Cooper Ohio, but Cooper Ohio will continue to sponsor the Plan.
The Company expressly adopts this registration statement as its own registration
statement for all purposes under the Securities Act and the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Cooper Ohio (including the Company as
successor issuer) are hereby incorporated by reference in this registration
statement:
o Annual Report on Form 10-K for the fiscal year ended December 31,
2001;
o Quarterly Report on Form 10-Q for the period ending March 31, 2002;
o Current Reports on Forms 8-K filed with the SEC on January 24, January
25, February 21, March 22, April 23, May 14, and May 22, 2002;
o The descriptions of the Company's Class A Common Shares and the
associated Preferred Share Purchase Rights in the registration
statement on Form 8-A filed with the SEC on May 16, 2002, including
any amendment or report filed for the purpose of updating such
descriptions.
All documents subsequently filed by the Company under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
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 into this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document, all or a portion of which is incorporated or deemed to be
incorporated herein, shall be deemed to be modified or
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superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 98 of the Companies Act of 1981 of Bermuda (the "Companies
Act") provides generally that a Bermuda company may indemnify its directors and
officers against any liability that by virtue of any rule of law otherwise would
be imposed on them, except in cases where such liability arises from fraud or
dishonesty of which such director or officer may be guilty in relation to the
Company. Section 98 further provides that a Bermuda company may indemnify its
directors and officers against any liability incurred by them in defending any
proceedings, whether civil or criminal, in which a judgment is awarded in their
favor or in which they are acquitted or granted relief by the Supreme Court of
Bermuda in certain proceedings arising under Section 281 of the Companies Act.
The Company's Bye-Laws provide that the Company shall indemnify any
current or former director, officer, resident representative, or any person
serving or who has served at the request of the Company as a director, officer
or trustee of another corporation, joint venture, trust or other enterprise, to
the fullest extent allowed by Bermuda law. The indemnification provisions in the
Bye-Laws are not exclusive of other rights to which a director or officer may be
entitled.
In 1987 the Cooper Ohio board of directors and shareholders authorized
Cooper Ohio to enter into indemnification agreements with the directors and
certain officers that may be designated from time to time by the board of
directors. In May, 2002, the Company's board of directors and shareholders
authorized the Company to enter into such indemnification agreements with
officers and directors of the Company and its subsidiaries. The indemnification
agreements contain provisions for indemnification against expenses, judgments,
fines and settlements in connection with threatened or pending litigation,
inquiries or investigations that arise out of the director's or officer's acts
or omissions in his or her capacity as a director or officer of the Company.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed with this registration
statement:
Number Description
4.1 Memorandum of Association of the Company (incorporated by reference to
Annex II of the Company's Registration Statement on Form S-4,
Registration No. 333-62740).
4.2 Amended and Restated Bye-Laws of the Company (incorporated by
reference to Annex III of the Company's Registration Statement on Form
S-4, Registration No. 333-62740).
4.3 Specimen Class A Common Share certificate of the Company (incorporated
by reference to Exhibit 4.3 to the Company's Registration Statement on
Form 8-A filed May 16, 2002).
4.4 Rights Agreement dated as of May 16, 2002 between the Company and
EquiServe Trust Company, N.A. (incorporated by reference to Exhibit
4.4 to the Company's Registration Statement on Form 8-A filed May 16,
2002).
5.1 Opinion of Appleby, Spurling & Kempe.
23.1 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
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ITEM 9. UNDERTAKINGS
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) 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;
provided, however, that paragraphs (1)(i) and (ii) above 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 with or furnished to the SEC pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference 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 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section
13(a) or section
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15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions in Item 6 above,
or otherwise, the registrant has been advised that in the opinion of
the SEC 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 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 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 Houston, State of Texas, on May 21, 2002.
COOPER INDUSTRIES, LTD.
(Registrant)
By: /s/ H. JOHN RILEY, JR.
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H. John Riley, Jr.
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this report
has been signed by the following persons in the capacity and on the dates
indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ H. JOHN RILEY, JR. Chairman, President and Chief May 21, 2002
- ------------------------------------------------- Executive Officer/Director
H. John Riley, Jr.
/s/ D. BRADLEY McWILLIAMS Senior Vice President and Chief May 21, 2002
- ------------------------------------------------- Financial Officer/Director
D. Bradley McWilliams
/s/ JEFFREY B. LEVOS Vice President and Controller and May 21, 2002
- ------------------------------------------------- Chief Accounting Officer
Jeffrey B. Levos
/s/ DIANE K. SCHUMACHER Director May 21, 2002
- -------------------------------------------------
Diane K. Schumacher
</Table>
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INDEX TO EXHIBITS
<Table>
<Caption>
Number Description
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4.1 Memorandum of Association of the Company (incorporated by reference to
Annex II of the Company's Registration Statement on Form S-4,
Registration No. 333-62740).
4.2 Amended and Restated Bye-Laws of the Company (incorporated by
reference to Annex III of the Company's Registration Statement on Form
S-4, Registration No. 333-62740).
4.3 Specimen Class A Common Share certificate of the Company (incorporated
by reference to Exhibit 4.3 to the Company's Registration Statement on
Form 8-A filed May 16, 2002).
4.4 Rights Agreement dated as of May 16, 2002 between the Company and
EquiServe Trust Company, N.A. (incorporated by reference to Exhibit
4.4 to the Company's Registration Statement on Form 8-A filed May 16,
2002).
5.1 Opinion of Appleby, Spurling & Kempe.
23.1 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
</Table>
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