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As filed with the Securities and Exchange Commission on September 28, 2001
Registration 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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IDEX CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 36-3555336
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
630 DUNDEE ROAD, SUITE 400
NORTHROOK, ILLINOIS 60062
(Address of principal executive offices)
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2001 STOCK PLAN FOR OFFICERS OF IDEX CORPORATION
IDEX CORPORATION 1996 DEFERRED
COMPENSATION PLAN FOR OFFICERS, AS AMENDED
(full title of the plan)
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Copy to:
WAYNE P. SAYATOVIC CHRISTOPHER LUEKING
Senior Vice President - Finance, Latham & Watkins
Chief Financial Officer and Secretary Sears Tower, Suite 5800
IDEX Corporation Chicago, Illinois 60606
630 Dundee Road, Suite 400 (312) 876-7700
Northbrook, Illinois 60062 Counsel to Registrant
(847) 498-7070
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Aggregate Registration
Per Share (4) Offering Price(4) Fee
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Deferred Compensation Obligations (1) $2,616,000 (2) 100% $ 2,616,000 $ 654.00
Common Stock, par value $.01 per share 900,000 shares (3) $26.16 $23,544,000 $5,886.00
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(1) The Deferred Compensation Obligations are unsecured general obligations of
IDEX Corporation (the "Company") to pay deferred compensation in accordance
with the IDEX Corporation 1996 Deferred Compensation Plan for Officers (the
"Officers Deferred Compensation Plan").
(2) Estimated solely for the purpose of determining the registration fee.
(3) The 2001 Stock Plan for Officers of IDEX Corporation (the "Officers Stock
Plan") authorizes the issuance of 900,000 shares of common stock of the
Company plus substitutions or adjustments to shares to account for any
change in corporate capitalization, such as a stock split, any merger,
consolidation, recapitalization or other distribution of stock or property.
(4) Estimated solely for purposes of computing the registration fee for the
900,000 shares registered hereunder. Pursuant to Rule 457(c), the proposed
Maximum Offering Price Per Share is based on the high and low trading
prices of the Company's common stock on the New York Stock Exchange on
September 24, 2001.
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PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below have been filed by IDEX Corporation, a Delaware
corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") and are incorporated in this Registration Statement by reference:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed on January 31, 2001;
b. The Company's Proxy Statement, filed on February 9, 2001;
c. The Company's Current Reports on Form 8-K, filed on March 5, 2001,
April 6, 2001 and September 12, 2001;
d. The Company's Quarterly Reports on Form 10-Q for the quarterly
period ended March 31, 2001, filed on May 11, 2001 and for the quarterly
period ended June 30, 2001, filed on August 9, 2001;
e. All other reports filed by us pursuant to Sections 13(c) or 14 of
the Securities Exchange Act of 1934 since the end of our fiscal year ended
December 31, 2000; and
f. The description of the Company's Common Stock contained in our
Registration Statement on Form 8-A filed on April 19, 1996 (File No.
1-10235) pursuant to Section 12 of the Securities Exchange Act of 1934.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 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 in this Registration Statement and to be part
hereof from the date of filing such 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 of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes
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such statement. Any 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
The IDEX Corporation 1996 Deferred Compensation Plan for Officers (the
"Officers Deferred Compensation Plan") provides designated officers of the
Company (the "Participants") with an opportunity to defer their pre-tax
compensation (including salary and bonuses) and accumulate tax-deferred earnings
(or losses) thereon. Each Participant is an unsecured general creditor of the
Company with respect to his or her own Officers Deferred Compensation Plan
benefits. Benefits are payable solely from the Company's general assets, and are
subject to the risk of corporate insolvency. Each Participant's deferred
compensation will be commingled with the general funds of the Company and may
therefore be subject to a lien or security interest of other creditors. The
amount of compensation to be deferred by each Participant is based on elections
by the Participant in accordance with the terms of the Officers Deferred
Compensation Plan, and the obligations of the Company to pay such deferred
compensation (the "Obligations") will become due as pre-designated by the
Participant or on retirement, death or other termination of employment in the
form and on the date or dates determined in accordance with such plan. The
Obligations will be indexed to one of two investment alternatives chosen by each
Participant, and the amount of the Obligations payable to each Participant will
increase or decrease based on the investment returns of the chosen investment
alternatives. However, no Participant deferrals actually will be invested in any
investment alternative, and as a result the Participants will have no ownership
interest in any of such investment alternatives. The Obligations cannot be
assigned, transferred, pledged or otherwise encumbered by the Participants,
except that each Participant may designate one or more beneficiaries to receive
benefits upon the Participant's death. The total amount of Obligations being
registered pursuant to this Registration Statement is $2,616,000. The Company
reserves the right to amend or partially or completely terminate the Officers
Deferred Compensation Plan provided that such amendment or termination does not
result in any reduction of a Participant's account balance, including previous
earnings or losses, as of the date of such amendment or termination.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 102(b)(7) of the Delaware General Corporation
law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit.
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Reference also is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal 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 was an officer, director,
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. The indemnity may include 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, provided such officer, director, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the corporation's best interests and, for criminal proceedings, had no
reasonable cause to believe that his or her conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation 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 or her against the expenses which such officer or
director actually and reasonably incurred.
The Restated Certificate of Incorporation, as amended, and the Amended and
Restated Bylaws of the Company, as amended, provide for indemnification of
officers and directors to the fullest extent permitted by applicable law.
The Company may enter into contracts with its officers and directors
requiring the Company to indemnify such persons and to advance litigation
expenses to such persons to the fullest extent permitted by applicable law.
Delaware law presently permits a Delaware corporation (i) to indemnify any
officer or director in any third-party or governmental actions against them for
expenses, judgments, fines and amounts paid in settlement and, in derivative
actions, for expenses, if the indemnitee acted in good faith and in the manner
he or she believed to be in or not opposed to the best interest of such
corporation, and (ii) to advance expenses in any action, provided that such
officer or director agrees to reimburse the corporation if it is ultimately
determined that he or she was not entitled to indemnification. Such contracts
may require the Company to (i) indemnify such officers and directors upon
receipt of an opinion of counsel in certain cases, (ii) pay indemnity demands
pending a determination of entitlement thereto, and (iii) demonstrate, in any
action brought thereunder, that such officer or director was not entitled to
indemnification under applicable law.
The board of directors of the Company may authorize, by a vote of a
majority of a quorum of the board of directors, the Company to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, 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 against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Company would have
the power to indemnify him or her against such liability under the Bylaws.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 2001 Stock Plan for Officers of IDEX Corporation
4.2 IDEX Corporation 1996 Deferred Compensation Plan for Officers, as
amended (incorporated by reference to Exhibit 4.8 to the Registration
Statement of the Company on Form S-8 (No. 333-18643) as filed on
December 23, 1996)
5.1 Opinion and Consent of Latham & Watkins
23.1 Consent of Independent Auditors
24.1 Power of Attorney (included in the signature page to the Registration
Statement)
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;
(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.
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 and of the estimated maximum
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 20 percent
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 the
Registration Statement or any material change to such information
in the Registration Statement;
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provided, however, that paragraphs (a)(1)(ii) and (a)(1)(iii)
shall not apply to information contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this 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 section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, 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 of 1933 may be permitted to 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 Securities Act of 1933
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 of 1933
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, as amended, 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 Northbrook, Illinois, on September 27, 2001.
IDEX CORPORATION
By: /s/ Wayne P. Sayatovic,
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Wayne P. Sayatovic
Senior Vice President - Finance,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Wayne P. Sayatovic as his true and lawful
attorney-in-fact and agent, 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 supplements 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, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto 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 his substitute or
substitutes, 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 their
respective capacities with IDEX Corporation and on the dates indicated.
SIGNATURES TITLES DATE
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/s/ Dennis K. Williams Chairman of the Board September 27, 2001
---------------------- of Directors, President
Dennis K. Williams and Chief Executive
Officer (Principal
Executive Officer)
/s/ Wayne P. Sayatovic Senior Vice President - September 27, 2001
---------------------- Finance, Chief Financial
Wayne P. Sayatovic Officer and Secretary
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Bradley J. Bell Director September 27, 2001
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Bradley J. Bell
/s/ Richard E. Heath Director September 27, 2001
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Richard E. Heath
Director September __, 2001
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Henry R. Kravis
/s/ William H. Luers Director September 27, 2001
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William H. Luers
/s/ Paul E. Raether Director September 27, 2001
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Paul E. Raether
Director September __, 2001
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George R. Roberts
/s/ Neil A. Springer Director September 27, 2001
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Neil A. Springer
/s/ Michael T. Tokarz Director September 27, 2001
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Michael T. Tokarz
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