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As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
IDEX CORPORATION
(Exact name of registrant as specified in its charter)
36-3555336
Delaware (I.R.S. Employer
(State of incorporation) Identification Number)
IDEX CORPORATION
630 Dundee Road, Suite 400
Northbrook, Illinois 60062
(Address of principal executive offices)
1996 STOCK PLAN FOR OFFICERS OF IDEX CORPORATION
1996 STOCK OPTION PLAN FOR NON-OFFICER KEY EMPLOYEES OF IDEX CORPORATION
AMENDED AND RESTATED IDEX CORPORATION 1996 DIRECTORS DEFERRED COMPENSATION PLAN
IDEX CORPORATION 1996 DEFERRED COMPENSATION PLAN FOR NON-OFFICER PRESIDENTS
IDEX CORPORATION 1996 DEFERRED COMPENSATION PLAN FOR OFFICERS
(Full title of the Plans)
__________________
Copies to:
Wayne P. Sayatovic Mark A. Stegemoeller
Senior Vice President Latham & Watkins
IDEX Corporation Sears Tower, Suite 5800
630 Dundee Road - Suite 400 Chicago, Illinois 60606
Northbrook, Illinois 60062 (312) 876-7700
(847) 498-7070 Counsel to Registrant
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Maximum Aggregate
Title of Each Class of Amount to be Offering Price Offering Amount of
Securities to be Registered Registered Per Share Price Registration Fee
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Deferred Compensation Obligations (1) $24,903,125(2) 100% $24,903,125 $ 7,546.40
Common Stock, par value $.01 per share(3) 1,400,000 Shares(4) $38.3125(5) $53,637,500 $16,253.79
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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 Amended and Restated IDEX Corporation 1996 Directors Deferred
Compensation Plan (the "Directors Plan"), the IDEX Corporation 1996
Deferred Compensation Plan for Non-Officer Presidents (the "Presidents
Plan") and 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 shares of Common Stock registered hereby represent the number of shares
which may be distributed by IDEX Corporation to participants in the 1996
Stock Plan for Officers of IDEX Corporation (the "Officers Plan") and the
1996 Stock Option Plan for Non-Officer Key Employees of IDEX Corporation
(the "Key Employees Plan"), in each case in accordance with the terms
thereof.
(4) The Officers Plan authorizes the issuance of a maximum of 1,000,000 shares
(400,000 shares of which may be distributed to participants in the Officers
Deferred Compensation Plan and are included in the calculation of Deferred
Compensation Obligations), and the Key Employees Plan authorizes the
issuance of a maximum of 800,000 shares.
(5) Estimated solely for the purpose of determining the registration fee.
Pursuant to Rule 457(h), the Proposed Maximum Offering Price Per Share is
based upon the average of the high and low prices reported on the New York
Stock Exchange of the Company's Common Stock on DecemberE17, 1996, which
was $38.3125.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Annual Report of IDEX Corporation (the "Company") on Form 10-K for
the fiscal year ended December 31, 1995, the Quarterly Report of the Company on
Form 10-Q for the quarter ended March 31, 1996, the Quarterly Report of the
Company on Form 10-Q for the quarter ended June 30, 1996, the Quarterly Report
of the Company on Form 10-Q for the quarter ended September 30, 1996, the
Current Report of the Company on Form 8-K filed with the Commission on
OctoberE15, 1996 and the description of the Company's Common Stock contained in
the Company's registration statement on Form 8-A filed with the Commission on
April 19, 1996 (File No. 1-10235), are incorporated by reference into this
registration statement. Any documents filed by the Company subsequent to the
filing of this registration statement pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
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 a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
The Amended and Restated IDEX Corporation 1996 Directors Deferred
Compensation Plan, IDEX Corporation 1996 Deferred Compensation Plan for
Non-Officer Presidents and IDEX Corporation 1996 Deferred Compensation Plan for
Officers (the "Plans") provide designated management employees (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 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 applicable
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 $24,903,125.
The Company reserves the right to amend or partially or completely
terminate the Plans 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
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware (the "GCL") provides that a Delaware
corporation has the power to indemnify its officers and directors in certain
circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no cause to believe his or her
conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses actually and reasonably incurred in connection with the
defense or settlement of such action or suit provided that such director or
officer acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such director
or officer shall have been adjudged to be liable for negligence or misconduct in
the performance of his or her duty to the corporation unless and only to the
extent that the Court of Chancery shall determine that despite the adjudication
of liability such director or officer is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him or her in
connection therewith; that expenses may be advanced subject to an undertaking to
reimburse such expenses if the person receiving the advance is ultimately
determined not to be entitled to indemnification; that indemnification provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and empowers the corporation to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or her or incurred by him or her in
any such capacity or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liabilities under Section 145.
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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
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ITEM 8. EXHIBITS
Exhibit
Number Description
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4.1(a) Restated Certificate of Incorporation of IDEX Corporation (formerly
HI, Inc.) (incorporated by reference to Exhibit No. 3.1 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on April 21, 1988).
4.1(b) Amendment to Restated Certificate of Incorporation of IDEX Corporation
(formerly HI, Inc.) (incorporated by reference to Exhibit No. 3.1 (a)
to the Quarterly Report of IDEX Corporation on Form 10-Q for the
quarter ended March 31, 1996, Commission File No. 1-10235).
4.2(a) Amended and Restated Bylaws of IDEX Corporation (incorporated by
reference to Exhibit No. 3.2 to Post-Effective Amendment No. 2 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on July 17, 1989).
4.2(b) Amended and Restated Article III, Section 13 of the Amended and
Restated Bylaws of IDEX Corporation (incorporated by reference to
Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on February 12, 1990).
4.3 Specimen common stock certificate (incorporated by reference to
Exhibit No. 4.3 to the Registration Statement on Form S-2 of IDEX
Corporation, Registration No. 33-42208, as filed on September 16,
1991).
*4.4 1996 Stock Plan for Officers of IDEX Corporation, as amended.
*4.5 1996 Stock Plan for Non-Officer Key Employees of IDEX Corporation, as
amended.
*4.6 Amended and Restated IDEX Corporation 1996 Directors Deferred
Compensation Plan, as amended.
*4.7 IDEX Corporation 1996 Deferred Compensation Plan for Non-Officer
Presidents, as amended.
*4.8 IDEX Corporation 1996 Deferred Compensation Plan for Officers, as
amended.
*5 Opinion of Latham & Watkins regarding the legality of the securities
being registered.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Latham & Watkins (included in their opinion filed as
Exhibit 5).
*24.1 Power of Attorney (included in the signature pages of the Registration
Statement).
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* Filed herewith
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:
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(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 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 (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or
Form F-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the 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.
(b) The undersigned registrant hereby undertakes 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 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
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
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 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 Northbrook, State of Illinois, on this 23rd day of
December, 1996.
IDEX Corporation
By /s/ Wayne P. Sayatovic
Wayne P. Sayatovic
Senior Vice President - Finance,
Chief Financial Officer and Secretary
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.
POWER OF ATTORNEY
We the undersigned directors and officers of IDEX Corporation and each
of us, do hereby constitute and appoint Donald N. Boyce, Wayne P. Sayatovic and
Robert D. Grindel, or any of them, our true and lawful attorneys and agents,
each with full power of substitution, to do any and all acts and things in our
name and behalf in our capacities as directors and officers and to execute any
and all instruments for us and in our names in the capacities listed below,
which attorneys and agents or any of them may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules, regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto; and we do hereby ratify and
confirm all that said attorneys and agents, or their substitute or substitutes,
or any of them, shall do or cause to be done by virtue hereof.
S-1
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Signature Title Date
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/s/ Donald N. Boyce Chairman of the Board, President )
Donald N. Boyce and Chief Executive Officer )
(Principal Executive Officer) )
)
)
/s/ Wayne P. Sayatovic Senior Vice President - Finance, )
Wayne P. Sayatovic Chief Financial Officer and Secretary )
(Principal Financial and Accounting )
Officer) )
)
/s/ Richard E. Heath Director )
Richard E. Heath )
)
) December 23, 1996
/s/ Henry R. Kravis Director )
Henry R. Kravis )
)
)
/s/ William H. Luers Director )
William H. Luers )
)
)
/s/ Paul E. Raether Director )
Paul E. Raether )
)
)
/s/ Clifton S. Robbins Director )
Clifton S. Robbins )
)
)
/s/ George R. Roberts Director )
George R. Roberts )
)
)
/s/ Neil A. Springer Director )
Neil A. Springer )
)
)
/s/ Michael T. Tokarz Director )
Michael T. Tokarz )
S-2
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EXHIBIT INDEX
Exhibit
Number Description
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4.1(a) Restated Certificate of Incorporation of IDEX Corporation (formerly
HI, Inc.) (incorporated by reference to Exhibit No. 3.1 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on April 21, 1988).
4.1(b) Amendment to Restated Certificate of Incorporation of IDEX Corporation
(formerly HI, Inc.) (incorporated by reference to Exhibit No. 3.1 (a)
to the Quarterly Report of IDEX Corporation Form 10-Q for the quarter
ended March 31, 1996, Commission File No. 1-10235).
4.2(a) Amended and Restated Bylaws of IDEX Corporation (incorporated by
reference to Exhibit No. 3.2 to Post-Effective Amendment No. 2 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on July 17, 1989).
4.2(b) Amended and Restated Article III, Section 13 of the Amended and
Restated Bylaws of IDEX Corporation (incorporated by reference to
Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on February 12, 1990).
4.3 Specimen common stock certificate (incorporated by reference to
Exhibit No. 4.3 to the Registration Statement on Form S-2 of IDEX
Corporation, Registration No. 33-42208, as filed on September 16,
1991).
*4.4 1996 Stock Plan for Officers of IDEX Corporation, as amended.
*4.5 1996 Stock Plan for Non-Officer Key Employees of IDEX Corporation, as
amended.
*4.6 Amended and Restated IDEX Corporation 1996 Directors Deferred
Compensation Plan, as amended.
*4.7 IDEX Corporation 1996 Deferred Compensation Plan for Non-Officer
Presidents, as amended.
*4.8 IDEX Corporation 1996 Deferred Compensation Plan for Officers, as
amended.
*5 Opinion of Latham & Watkins regarding the legality of the securities
being registered.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Latham & Watkins (included in their opinion filed as
Exhibit 5).
*24.1 Power of Attorney (included in the signature pages of the Registration
Statement).
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* Filed herewith
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