As filed with the Securities and Exchange Commission on June 21, 2002
REGISTRATION STATEMENT NO. 333-
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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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SPS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 23-1116110
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
TWO PITCAIRN PLACE, SUITE 200
165 TOWNSHIP LINE ROAD
JENKINTOWN, PENNSYLVANIA 19046
(215) 517-2000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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SPS 1988 LONG TERM INCENTIVE STOCK PLAN
(Full title of the Plan)
JAMES D. DEE, ESQ.
SPS TECHNOLOGIES, INC.
TWO PITCAIRN PLACE, SUITE 200
165 TOWNSHIP LINE ROAD
JENKINTOWN, PENNSYLVANIA 19046
(215) 517-2000
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
With a copy to:
JOHN R. LECLAIRE, P.C.
GOODWIN PROCTER LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) SHARE PRICE REGISTRATION FEE
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Common Stock, $.50
par value 230,000 shares $32.40(2) $7,452,000 $685.58
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(1) Plus such additional number of shares as may be required pursuant to the
plans in the event of a stock dividend, reverse stock split, split-up,
recapitalization or other similar event.
(2) This estimate is made solely for the purposes of determining the
registration fee and is based upon the average of the high and low price
of the Common Stock on June 14, 2002.
GENERAL INSTRUCTIONS -- PARAGRAPH E. REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 of SPS Technologies, Inc. relates
to the registration of additional securities of the same class as other
securities for which a registration statement is already effective. On April 30,
2002, the shareholders of SPS Technologies, Inc. approved an amendment to the
SPS 1988 Long Term Incentive Stock Plan (the "Plan") that increases by 230,000
shares the total number of shares available for grant or award thereunder. Prior
to the amendment, the total number of shares covered by the Plan, since its
inception, was 3,109,634. This Registration Statement incorporates by reference
all prior registration statements filed on Form S-8 with respect to the Plan,
including Registration Statements No. 333-63892, No. 333-38910, No. 333-77933,
No. 33-62385, No. 33-51827, No. 33-23778, No. 2-90980 and No. 2-64082.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in the requirements of
Part I are not required to be filed with the Securities and Exchange Commission
as part of this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
SPS Technologies, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement (i) the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001 and (ii) all other reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act by the Company since
December 31, 2001.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
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
securities offered 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 documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or 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 superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Exhibit 5 to this Registration Statement contains the opinion of James D.
Dee, Esq. , Vice President, General Counsel and Secretary of the Company. Mr.
Dee is a participant in the Plan and owns 3,725 shares of common stock of the
Company and holds options to purchase up to 30,000 additional shares of common
stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania
Business Corporation Law of 1988 (the "BCL") contain provisions for mandatory
and discretionary indemnification of a corporation's directors, officers and
other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors and officers under certain prescribed circumstances
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with an action or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of his being a representative, director or
officer of the corporation or serving at the request of the corporation as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, 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 proceeding, had no reasonable cause to believe his
conduct was unlawful. Under Section 1743, indemnification is mandatory to the
extent that the officer or director has been successful on the merits or
otherwise in defense of any action or proceeding if the appropriate standards of
conduct are met.
Section 1742 provides for indemnification in derivative actions except in
respect of any claim, issue or matter as to which a person has been adjudged to
be liable to the corporation unless and only to the extent that the proper court
determines upon application that, despite the adjudication of liability but in
view of all circumstances of the case, the person is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.
Section 1744 provides that, unless ordered by a court, any indemnification
under Section 1741 or 1742 shall be made by the corporation only as authorized
in the specific case upon a determination that the representative met the
applicable standard of conduct, and such determination will be made by the board
of directors: (i) by a majority vote of a quorum of directors not parties to the
action or proceeding; (ii) if a quorum is not obtainable, or if obtainable and a
majority of disinterested directors so directs, by independent legal counsel; or
(iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, votes of shareholders or disinterested directors or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding that office.
Section 1747 grants to a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him or her in his or her capacity as officer or director, whether or not the
corporation would have the power to indemnify him or her against the liability
under Subchapter 17D of the BCL.
Sections 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Subchapter 17D of the BCL, shall, unless
otherwise provided when authorized or ratified, 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 and personal representative of such person.
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For information regarding provisions under which a director or officer of
the Company may be insured or indemnified in any manner against any liability
which he or she may incur in his or her capacity as such, reference is made to
Article IX of the Company's Bylaws, which provides in general that the Company
shall indemnify its officers, directors, employees and agents to the fullest
extent authorized by law.
The Company has directors' and officers' liability insurance covering
certain liabilities incurred by the officers and directors of the Company in
connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
5 Opinion re Legality
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of James D. Dee, Esq. (see Exhibit 5)
24 Powers of attorney (see page 5 of this Registration Statement)
ITEM 9. UNDERTAKINGS
(a) The undersigned Company 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;
(ii) To reflect in the prospectus any acts 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; 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 offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in "Calculation of Registration Fee" table in the effective Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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 undersigned
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
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(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;
(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; and
(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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 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.
(c) 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 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, 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 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 Jenkintown, Pennsylvania, on June 20, 2002.
SPS TECHNOLOGIES, INC.
By: /s/ William M. Shockley
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WILLIAM M. SHOCKLEY
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints William
M. Shockley and James D. Dee, Esq., and each of them, as her or his true and
lawful attorney-in-fact and agent, with full power of substitution, for her or
him and in her or his name, place and stead, in any and all capacities to sign
any or all amendments or post-effective amendments to this registration
statement (or any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act) 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
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or her 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 below by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Charles W. Grigg Chairman of the Board and Director June 20, 2002
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CHARLES W. GRIGG
/s/ William M. Shockley Vice President, Chief Financial June 20, 2002
- -------------------------------- Officer (Principal Financial
WILLIAM M. SHOCKLEY Officer)
/s/ Richard W. Kelso Director June 20, 2002
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RICHARD W. KELSO
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/s/ James F. O'Connor Director June 20, 2002
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JAMES F. O'CONNOR
/s/ Eric M. Ruttenberg Director June 20, 2002
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ERIC M. RUTTENBERG
/s/ Raymond P. Sharpe Director June 20, 2002
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RAYMOND P. SHARPE
/s/ John S. Thompson President, Chief Executive Officer June 20, 2002
- -------------------------------- and Director
JOHN S. THOMPSON
/s/ Harry J. Wilkinson Director June 20, 2002
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HARRY J. WILKINSON
/s/ James W. Zug Director June 20, 2002
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JAMES W. ZUG
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5 Opinion re Legality
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of James D. Dee, Esq. (see Exhibit 5)
24.1 Powers of attorney (see page 5 of this Registration
Statement)