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As Filed with the Securities and Exchange Commission on August 24, 2001
Registration No. 333-59125
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL CABLE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1398235
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4 TESSENEER DRIVE
HIGHLAND HEIGHTS, KENTUCKY 41076-9753
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(Address, including telephone number, zip code
of Principal Executive Offices)
1997 STOCK INCENTIVE PLAN
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(Full title of the Plans)
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Copies to:
ROBERT J. SIVERD, ESQUIRE SONIA GALINDO, ESQUIRE
Executive Vice President, Blank Rome Comisky & McCauley LLP
General Counsel and Secretary 250 W. Pratt Street
General Cable Corporation Suite 1100
4 Tesseneer Drive Baltimore, MD 21201
Highland Heights, Kentucky 41076-9753 (410) 659-1400
(859) 572-8000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE (2) OFFERING PRICE REGISTRATION FEE
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Common Stock ($0.01 par value)........... 1,073,161 shares N/A N/A N/A
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(1) All of the securities registered hereby are issuable under the 1997 Stock
Incentive Plan.
(2) Pursuant to Instruction C of Form S-8, this Post-Effective Amendment No. 1
covers the resale by the selling stockholder, named in the reoffer
prospectus included in and filed with this Form S-8, of shares of our
common stock, which have in the past been issued to selling stockholder
pursuant to our 1997 Stock Incentive Plan. The reoffer prospectus contained
in this Post-Effective Amendment No. 1 shall be deemed to constitute a
reoffer prospectus with respect to, and include, (i) 2,450,000 shares of
common stock, $0.01 par value per share, with respect to which a
registration fee of $16,135.00 was paid with the filing of Registration
Statement on Form S-8 File No. 333-28965, with the Securities and Exchange
Commission on June 11, 1997 and (ii) 1,050,000 shares of common stock,
$0.01 par value per share, with respect to which a registration fee of
$8,250.00 was paid with the filing of Registration Statement on Form S-8
File No. 333-59125, with the Securities and Exchange Commission on July 15,
1998.
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EXPLANATORY NOTES
Included on the immediately following pages is a "reoffer prospectus."
The reoffer prospectus is filed as part of the Registration Statement on Form
S-8 and has been prepared in accordance with the requirements of Part I of Form
S-3 and may be used for reoffers of common stock defined as "control securities"
under Instruction C to Form S-8 acquired by "affiliates" (as the term is defined
in Rule 405 of the General Rules and Regulations under the Securities Act of
1933, as amended) pursuant to stock awards and stock options granted under our
1997 Stock Incentive Plan.
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PROSPECTUS
GENERAL CABLE CORPORATION
1,073,161 SHARES
OF COMMON STOCK
We are a leader in the development, design, manufacture, marketing and
distribution of copper, aluminum and fiber optic wire and cable products for the
communications, energy, specialty and building wire and cordsets markets.
Communications wire and cable transmit low-voltage signals for voice, data,
video and control applications. Energy cables include low-, medium- and
high-voltage power distribution and power transmission products. Specialty wire
and cable products conduct electrical current for industrial and commercial
power and control applications. Building wire and cordsets products conduct
electrical current for residential and non-residential power applications. The
person listed as our selling stockholder in this prospectus is offering and
selling up to 1,073,161 shares of our common stock. We have issued these shares
of our common stock to such selling stockholder pursuant to stock awards and
stock options granted under our 1997 Stock Incentive Plan. All net proceeds from
the sale of the shares of common stock offered by this prospectus will go to the
selling stockholder. We will not receive any proceeds from such sales.
The selling stockholder may offer his shares of common stock through
public or private transactions, in the over-the-counter markets, on any
exchanges on which our common stock is traded at the time of sale, at prevailing
market prices or at privately negotiated prices. The selling stockholder may
engage brokers or dealers who may receive commissions or discounts from the
selling stockholder. We will pay substantially all of the expenses incident to
the registration of such shares, except for the selling commissions.
Our common stock is listed on the New York Stock Exchange under the
symbol "BGC." The closing price of our common stock as reported on the New York
Stock Exchange on August 23, 2001, was $14.79 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR HAS DETERMINED IF
THIS PROSPECTUS IS ADEQUATE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is August 24, 2001
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this prospectus in connection with the offer made by this prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by us or the selling stockholder. This prospectus does
not constitute an offer to sell or a solicitation of an offer to buy, the
securities offered hereby in any jurisdiction where such offer or solicitation
is not authorized, or to any person to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.
AVAILABLE INFORMATION
We file annual, quarterly and special reports with the Securities and
Exchange Commission. You may read and copy any document we file at the
Securities and Exchange Commission's public reference room located at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following regional
offices of the Commission: Seven World Trade Center, 13th Floor, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. You also can request copies of such documents,
upon payment of a duplicating fee, by writing to the public reference room of
the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. The Securities and Exchange Commission maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Securities and Exchange
Commission. The address of the Securities and Exchange Commission's web site is:
http://www.sec.gov. In addition, our common stock is listed on the New York
Stock Exchange, and similar information concerning us can be inspected and
copied at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 (of which this prospectus is a part) under
the Securities Act of 1933, as amended, with respect to the securities offered
hereby. This prospectus does not contain all of the information set forth in the
registration statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Securities and Exchange Commission.
Statements contained in this prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference and the exhibits and schedules thereto. For further information
regarding us and the securities offered hereby, reference is hereby made to the
registration statement and such exhibits and schedules which may be obtained
from the Securities and Exchange Commission at its principal office in
Washington, D.C. upon payment of the fees prescribed by the Securities and
Exchange Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information we incorporate by reference is considered to be part of this
prospectus and information that we file later with the Securities and Exchange
Commission automatically will update and supersede such information. We
incorporate by reference the documents listed below and any future filings we
make with the Securities and Exchange Commission under Sections 13(a), 13(c) 14
or 15(d) of the Securities Exchange Act of 1934, as amended:
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(a) our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
(b) our Proxy Statement relating to our Annual Meeting of
Stockholders held on May 11, 2001;
(c) our Current Report on Form 10-Q for the quarter ended
March 30, 2001, filed May 15, 2001;
(d) our Current Report on Form 10-Q for the quarter ended June 30,
2001, filed August 14, 2001; and
(e) the description of our common stock contained in our Form 8-A
File No. 1-12983, as filed with the Securities and Exchange
Commission on May 13, 1997, pursuant to Section 12(b) of the
Securities and Exchange Act of 1934 as incorporated by
reference from our Form S-1 File No. 333-22961, first filed
with the Securities and Exchange Commission on March 7, 1997.
You may request a copy of these filings (including the exhibits to such
filings that we have specifically incorporated by reference in such filings), at
no cost, by writing or telephoning our executive offices at the following
address:
General Cable Corporation
Attention: Investor Relations Department
4 Tesseneer Drive
Highland Heights, Kentucky 41076
(859) 572-8000
You should rely only on the information provided or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. The selling stockholder
will not make an offer of these shares in any state that prohibits such an
offer. You should not assume that the information in this prospectus or any
supplement is accurate as of any date other than the date on the cover page of
such documents.
ALL REFERENCES IN THIS PROSPECTUS TO "WE," "US," OR "OUR" INCLUDE
GENERAL CABLE CORPORATION, A DELAWARE CORPORATION AND ANY SUBSIDIARIES OR OTHER
ENTITIES THAT WE OWN OR CONTROL. ALL REFERENCES IN THIS PROSPECTUS TO "COMMON
STOCK" REFER TO OUR COMMON STOCK, PAR VALUE $0.01 PER SHARE.
INFORMATION ABOUT US
We are a leader in the development, design, manufacture, marketing and
distribution of copper, aluminum and fiber optic wire and cable products for
communications, energy, specialty and building wire and cordsets markets. We
offer competitive strengths in such areas as breadth of product line, brand
recognition, distribution and logistics, sales and service and operating
efficiency. Communications wire and cable products transmit low-voltage signals
for voice, data, video and control applications. Energy cables include low-,
medium- and high-voltage power distribution and power transmission products.
Specialty products consist of application specific cables for uses such as
electrical power generation (traditional fuels, alternative and renewable
sources, and distributed generation), the oil, gas and petrochemical industries,
mining, industrial automation, automotive, marine, military and aerospace
applications, power applications in the telecommunications industry, and other
key industrial segments. Building wire and cordsets products conduct electrical
current for residential and non-residential power applications.
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General Cable and its predecessors have served the communications and
electrical markets for over 150 years. Our immediate predecessor was a unit of
American Premier Underwriters, Inc., previously known as The Penn Central
Corporation. American Premier acquired our existing wire and cable business in
1981 and significantly expanded the business between 1988 and 1991 by acquiring
Carol Cable Company, Inc. and other wire and cable businesses and facilities. In
June 1994, a subsidiary of Wassall PLC acquired our predecessor and operated the
company privately. Between May and August 1997, Wassall consummated public
offerings for the sale of all of its interest in our common stock and we have
operated as an independent public company since that time.
We offer our products and services described below to our customers
principally through our businesses in North America, Iberia and Oceania.
COMMUNICATIONS GROUP
Our Communications Group manufactures and sells wire and cable products
for voice, data and video transmission applications, multi-conductor and
multi-pair and fiber optic cables used for computer and telephone
interconnections in telephone company central offices and customer premises, and
specialty products for use in machinery and instrument interconnection, audio,
computer, security and other applications and harnesses and assemblies for
telecommunications equipment manufacturers, industrial equipment manufacturers
and medical equipment manufacturers.
OUTSIDE VOICE AND DATA PRODUCTS
Our principal outside voice and data products are outside plant
telecommunications cable and outside service wire. Outside plant
telecommunications cable is short haul trunk, feeder or distribution cable from
a telephone company central office to the subscriber premises. It consists of
multiple paired conductors (ranging from 2 pairs to 4,200 pairs) and various
types of sheathing, water-proofing, foil wraps and metal jacketing. Outside
service wire is used to connect telephone subscriber premises to curbside
distribution cable. We sell our outside voice and data products primarily to
telecommunications system operators through our direct sales force under supply
contracts of varying lengths, and also to telecommunications distributors.
DATA COMMUNICATIONS PRODUCTS
Our Data Communications Products are high-bandwidth twisted pair copper
and fiber optic cable for the customer premises, local area networks, central
office and OEM telecommunications equipment markets. Customer premises products
are used for wiring at subscriber premises, and include computer, riser rated
and plenum rated wire and cable. Riser cable runs between floors and plenum
cable runs in air spaces, primarily above ceilings in non-residential
structures. Local area network cables run between computers along horizontal
race ways and in backbones between servers. Central office products interconnect
components within central office switching systems and public branch exchanges.
General Cable sells Data Communications Products primarily through distributors
and agents under the General Cable(R) brand name.
ELECTRONICS AND COMMUNICATIONS ASSEMBLIES
Our Electronics Products include multi-conductor, multi-pair, coaxial,
hook-up, audio and microphone cables, speaker and television lead wire, high
temperature and shielded electronic wire. Primary uses for these products are
various applications within the commercial, industrial instrumentation and
control, and residential markets. These markets require a broad range of
multi-conductor products for
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applications involving programmable controllers, robotics, process control and
computer integrated manufacturing, sensors and test equipment, as well as cable
for fire alarm, smoke detection, sprinkler control, entertainment and security
systems. We offer products that are specially designed for these applications.
Communications assemblies are used in communications switching systems
and industrial control applications as well as medical equipment applications.
These assemblies are used in such products as data processing equipment,
telecommunications network switches, diagnostic imaging equipment, office
machines and industrial machinery.
BUILDING WIRE AND CORDSETS
We manufacture and sell a broad line of thermosetting, thermoplastic
and elastomeric insulated wire and cable products for the distribution of
electrical power to and within non-residential and residential structures. Our
principal building wire products are THHN, a copper conductor used in
non-residential construction and industrial applications, Romex(R) Brand
residential circuit, intermediate and feeder sized cables, and value-added
specialty cables for industrial applications.
An increasing portion of our building wire sales consists of sales of
high value-added products that meet more demanding service requirements or
reduce installation costs. These products include tray cable, armored cable and
control cable used in the operation and interconnection of protective and
signaling devices in electrical distribution systems. We sell our building wire
products to electrical distributors for resale to electrical contractors,
industrial customers and OEMs. Sales are also made through hardware and home
center retail chains and other retail stores.
Cordsets focuses primarily on high-performance, value-added cordsets.
We sell our cordsets primarily to OEMs and to hardware distributors and mass
merchants for resale to consumers and contractors.
SPECIALTY CABLE PRODUCTS
We manufacture and sell a wide variety of specialty cable products. The
product family includes rubber and plastic insulated portable cord products for
power and control applications serving industrial, mining, entertainment, OEM,
farming and other markets. We also manufacture portable cord for use with
moveable heavy equipment and machinery. Our portable cord products are sold
under the Carol(R) brand name, primarily through electrical distributors and
electrical retailers to industrial customers, OEMs, contractors and consumers.
Our portable cords are used in the installation of new industrial
equipment and the maintenance of existing equipment, and to supply electrical
power at temporary venues such as festivals, sporting events, concerts and
construction sites. We expect demand for portable cord to be influenced by
general economic activity.
Our Specialty and industrial products sold under the "Brand Rex Cables"
name include low-voltage and data transmission cables, automotive cables, rail
and mass transit cables, shipboard cables, off- shore cables, other industrial
cables and cables for low-smoke, zero-halogen systems and fire detection
systems. Primary uses for these products include various applications within the
power generating stations, marine, oil and gas, transit/locomotive, OEMs,
machine builders, medical imaging,
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shipboard, aerospace industries, space flight and aircraft markets. Shipboard
cables sold by us hold a leading position with the U.S. Navy. "Polyrad XT"
marine wire and cable products also provide superior properties and performance
levels that are necessary for heavy-duty industrial applications to on- and
offshore platforms, ships and oil rigs.
AUTOMOTIVE PRODUCTS
Our principal automotive products are ignition wire sets and booster
cables for sale to the automotive aftermarket. Booster cable sales are affected
by the severity of weather conditions and related promotional activity by
retailers. As a result, a majority of booster cable sales occur between
September and January.
We sell our automotive ignition wire sets and booster cables primarily
to automotive parts retailers and distributors, hardware and home center retail
chains and hardware distributors. Our automotive products are also sold on a
private label basis to retailers and other automotive parts manufacturers.
ENERGY GROUP
The Energy Group manufactures and sells wire and cable products which
include low-, medium- and high-voltage power distribution and power transmission
products for overhead and buried applications.
UTILITY
Our Utility Cables business is the leader in the supply of
medium-voltage power distribution cables to the North American electric utility
industry. The business manufactures low-voltage and medium-voltage aluminum and
copper cable, bare overhead aluminum conductor, high-voltage transmission cable
and aluminum strip. Low-voltage and medium-voltage cables are used for power
distribution in the investor-owned utility and public power segments.
High-voltage cables and bare conductor cables are transmission circuits in
industrial facilities and independent power producer generating stations. Bare
overhead conductor cable and aluminum strip have various uses in utility and
industrial applications.
The Utility business has strategic alliances in the United States and
Canada with a number of major customers and is strengthening our position
through these partnerships. The business utilizes a network of direct sales and
authorized distributors to supply low-, medium-voltage and bare overhead cable
products. This market is represented by approximately 3,500 utility companies.
EMPLOYEES
At December 31, 2000, we employed approximately 8,600 persons.
Our shares of common stock are listed on the New York Stock Exchange
under the symbol "BGC." The closing price for our common stock as reported on
the New York Stock Exchange on August 23, 2001, was $14.79 per share.
We are a Delaware corporation and were incorporated in April 1994. Our
principal executive offices are located at 4 Tesseneer Drive, Highland Heights,
Kentucky 41076-9753 and our telephone number is (859) 572-8000.
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USE OF PROCEEDS
We are registering the shares of common stock offered by this
prospectus for the account of the selling stockholder identified in the section
of this prospectus entitled "Selling Stockholder." All of the net proceeds from
the sale of common stock will go to the selling stockholder who offers and sells
his shares of such stock. We will not receive any part of the proceeds from the
sale of such shares.
SELLING STOCKHOLDER
The selling stockholder listed in the table below has acquired the
common stock offered by this prospectus pursuant to our 1997 Stock Incentive
Plan. The selling stockholder will receive all of the net proceeds from the sale
of his shares of common stock offered by this prospectus.
The following table sets forth certain information regarding the
ownership of our common stock by the selling stockholder on August 24, 2001. The
number of shares of common stock outstanding will not change as a result of the
offering, nor will the number of shares owned or percentage of ownership of any
persons other than the selling stockholder change as a result thereof. There is
no assurance that the selling stockholder will offer for sale or sell any or all
of the common stock offered by him pursuant to this prospectus.
NUMBER OF NUMBER OF NUMBER OF
SHARES OWNED SHARES SHARES TO BE
PRIOR TO REGISTERED OWNED AFTER
NAME AND POSITION WITH COMPANY OFFERING (1) HEREBY (2) OFFERING (3)
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Stephen Rabinowitz.................................... 1,218,867 1,073,161 145,706
Chairman of the Board and Chief Executive Officer
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(1) Includes shares of common stock acquired not pursuant to any employee or
director benefit plan and common stock underlying vested options and stock
awards granted pursuant to our 1997 Stock Incentive Plan.
(2) Includes all common stock underlying vested stock options granted pursuant
to our 1997 Stock Incentive Plan.
(3) Assumes all shares registered under this prospectus will be sold. The
selling stockholder would own less than one percent of the number of
outstanding shares of common stock as of August 24, 2001.
Information regarding the selling stockholder's current relationship
with us or our predecessors and affiliates and such relationships, if any,
within the past three years is set forth below.
Stephen Rabinowitz retired as Chairman and Chief Executive Officer of
General Cable Corporation on August 7, 2001. He served in those positions since
May 1999. From March 1997 until May 1999, he was Chairman, President and Chief
Executive Officer of General Cable Corporation. From September 1994 until March
1997, he was President and Chief Executive of the predecessor company.
PLAN OF DISTRIBUTION
The shares of our common stock offered by this prospectus may be sold
from time to time by the selling stockholder, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on the New
York Stock Exchange, in the over-the-counter market, or otherwise at prices and
at terms then prevailing or at prices related to the then current market price,
or in negotiated transactions. The shares may be sold in one or more of the
following transactions:
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(a) a block trade in which the broker or dealer so engaged will
attempt to sell the selling stockholder shares as agent but
may position and resell a portion of the block as principal to
facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this prospectus;
(c) an exchange distribution in accordance with the rules of the
exchange; and
(d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
In effecting sales, brokers or dealers engaged by the selling
stockholder may arrange for other brokers or dealers to participate. Any broker
or dealer to be utilized by a selling stockholder will be selected by such
selling stockholder. Brokers or dealers will receive commissions or discounts
from the selling stockholder in amounts to be negotiated immediately prior to
the sale.
These brokers or dealers and any other participating brokers or
dealers, as well as certain pledgees, donees, transferees and other successors
in interest, may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933 in connection with the sales. In addition,
any securities covered by this prospectus that qualify for sale pursuant to Rule
144 under the Securities Act of 1933 may be sold under Rule 144 rather than
pursuant to this prospectus.
Upon being notified by the selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of the
selling stockholder shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, we
will file a supplemental prospectus, if required, pursuant to Rule 424(c) under
the Securities Act of 1933, disclosing: (i) the name of the selling stockholder
and of the participating broker-dealer(s), (ii) the number of selling
stockholder shares involved, (iii) the price at which such selling stockholder
shares were sold, (iv) the commissions paid or discounts or concessions allowed
to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did
not conduct any investigation to verify the information set out or incorporated
by reference in this prospectus and (vi) other facts material to the
transaction.
The selling stockholder reserves the sole right to accept and, together
with any agent of the selling stockholder, to reject in whole or in part any
proposed purchase of the selling stockholder shares. The selling stockholder
will pay any sales commissions or other seller's compensation applicable to such
transactions.
To the extent required, the amount of the shares to be sold, purchase
prices, public offering prices, the names of any agents, dealers or
underwriters, and any applicable commissions or discounts with respect to a
particular offer will be set forth in a prospectus supplement accompanying this
prospectus or, if appropriate, a post-effective amendment to the registration
statement. The selling stockholder and agents who execute orders on their behalf
may be deemed to be underwriters as that term is defined in Section 2(11) of the
Securities Act of 1933 and a portion of any proceeds of sales and discounts,
commissions or other seller's compensation may be deemed to be underwriting
compensation for purposes of the Securities Act of 1933.
Offers and sales of shares of the common stock have not been registered
or qualified under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the selling
stockholder shares will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
selling stockholder shares may
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not be offered or sold unless they have been registered or qualified for sale in
such states or an exemption from registration or qualification is available and
is complied with.
Under applicable rules and regulations under the Securities and
Exchange Act of 1934, any person engaged in a distribution of shares of our
common stock may not simultaneously engage in market-making activities with
respect to such shares of common stock for a period of two to nine business days
prior to the commencement of such distribution. In addition to and without
limiting the foregoing, each selling stockholder and any other person
participating in a distribution will be subject to applicable provisions of the
Securities and Exchange Act of 1934 and the rules and regulations thereunder,
including without limitation, Regulation M, which provisions may limit the
timing of purchases and sales of any of our shares of common stock by the
selling stockholder or any such other person. All of the foregoing may affect
the marketability of our common stock and the brokers' and dealers' ability to
engage in market-making activities with respect to our common stock.
We will pay substantially all of the expenses incident to the
registration of the shares of common stock offered hereby, estimated to be
approximately $10,000.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 75,000,000 shares of common
stock, par value $0.01 per share, and 25,000,000 shares of preferred stock, par
value $0.01 per share.
The following statements relating to our capital stock are summaries
and do not purport to be complete. Reference is made to the more detailed
provisions of, and such statements are qualified in their entirety by reference
to, our Amended and Restated Certificate of Incorporation and our Amended and
Restated By-Laws copies of which have been filed as exhibits to the Registration
Statement on Form S-1/A File No. 333-22961 filed with the Securities and
Exchange Commission on April 22, 1997.
COMMON STOCK
Holders of our common stock are entitled to one vote for each share on
all matters voted on by stockholders. Holders of our common stock do not have
cumulative voting rights in the election of directors.
Holders of our common stock do not have subscription, redemption or
conversion privileges. Subject to the preferences or other rights of any
preferred stock that may be issued from time to time, holders of our common
stock are entitled to participate ratably in dividends on the common stock as
declared by our Board of Directors. Holders of our common stock are entitled to
share ratably in all assets available for distribution to stockholders in the
event of our liquidation or dissolution, subject to distribution of the
preferential amount, if any, to be distributed to holders of preferred stock.
PREFERRED STOCK
The Certificate of Incorporation authorizes our Board of Directors,
without any vote or action by the holders of our common stock, to issue up to
25,000,000 shares of preferred stock from time to time in one or more series.
Our Board of Directors is authorized to determine the number of shares and
designation of any series of our preferred stock and the dividend rights,
dividend rate, conversion rights and terms, voting rights (full or limited, if
any), redemption rights and terms, liquidation preferences and sinking fund
terms of any series of preferred stock. Issuances of our preferred stock would
be subject to the applicable rules of the New York Stock Exchange or other
organizations whose systems our stock may then be quoted or listed. Depending
upon the terms of our preferred stock established by our Board of Directors, any
or all series of our preferred stock could have preferences over the common
stock with
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respect to dividends and other distributions and upon our liquidation. Issuance
of any such shares with voting powers, or issuance of additional shares of
common stock, would dilute the voting power of the outstanding common stock. We
have no present plans to issue any preferred stock.
TRANSFER AGENT AND REGISTRAR
Mellon Investor Services is our transfer agent and registrar for the
common stock.
LEGAL MATTERS
Our general counsel, Robert J. Siverd, issued an opinion to us
regarding certain legal matters in connection with this offering, including the
validity of the issuance of the shares of common stock offered by this
prospectus.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference to our Annual Report on Form 10-K
for the year ended December 31, 2000, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, (which report expresses an unqualified opinion and includes
an explanatory paragraph referring to the change in General Cable's method of
accounting for its North American non-metals inventory from the first-in
first-out (FIFO) method to the last-in first-out (LIFO) method effective January
1, 2000), and have been so incorporated in reliance on the report of such firm
given upon their authority as experts in auditing and accounting.
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY US OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT ANY
INFORMATION CONTAINED THEREIN IS CORRECT AS OSF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
---------------------------------
TABLE OF CONTENTS
AVAILABLE INFORMATION.........................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................2
INFORMATION ABOUT US..........................................................3
USE OF PROCEEDS...............................................................7
SELLING STOCKHOLDER...........................................................7
PLAN OF DISTRIBUTION..........................................................7
DESCRIPTION OF CAPITAL STOCK..................................................9
LEGAL MATTERS................................................................10
EXPERTS......................................................................10
================================================================================
11
14
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1,073,161 SHARES
GENERAL CABLE CORPORATION
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
August 24, 2001
================================================================================
15
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed with the Securities and Exchange
Commission, are incorporated by reference in this Registration Statement:
(a) our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
(b) our Proxy Statement relating to our Annual Meeting of
Stockholders held on May 11, 2001;
(c) our Current Report on Form 10-Q for the quarter ended
March 30, 2001, filed May 15, 2001;
(d) our Current Report on Form 10-Q for the quarter ended June 30,
2001, filed August 14, 2001; and
(e) the description of our common stock contained in our Form 8-A
File No. 1-12983, as filed with the Securities and Exchange
Commission on May 13, 1997, pursuant to Section 12(b) of the
Securities and Exchange Act of 1934 as incorporated by
reference from our Form S-1 (File No. 333-22961) first filed
with the Securities and Exchange Commission on March 7, 1997.
All documents filed by the registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after 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 in this
Registration Statement and to be part of this Registration Statement from the
date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the authority conferred by Section 102 of the Delaware
General Corporation Law, as amended ("DGCL"), Article VII of the registrant's
Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") contains provisions which eliminate personal liability of
members of its board of directors for violations of their fiduciary duty of
care. Neither the DGCL nor the Certificate of Incorporation, however, limits the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase under circumstances where such
payment or repurchase is not permitted under the DGCL, or obtaining an improper
personal benefit. Article VII of the Certificate of Incorporation also provides
that if the DGCL is amended to authorize corporate action further eliminating
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16
or limiting the personal liability of directors, the liability of a director of
the registrant shall be eliminated or limited to the fullest extent permitted by
the DGCL, as so amended.
In accordance with Section 145 of the DGCL, which provides for the
indemnification of directors, officers and employees under certain
circumstances, Article XIV of the registrant's Amended and Restated Bylaws (the
"Bylaws") provides that the registrant is obligated to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (other than an action by or in the right
of the registrant in which such person has been adjudged liable to the
registrant) by reason of the fact that he is or was a director, officer or
employee of the registrant, or is or was a director, officer or employee of the
registrant serving at the request of the registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses, judgements, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding 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 registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of any action,
suit or proceeding by or in the right of the registrant in which a claim, issue
or matter as to which such person shall have been adjudged to be liable to the
registrant, such person shall be indemnified only to the extent that the Court
of Chancery of the State of Delaware or the court in which such action or suit
was brought has determined that such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
The registrant currently maintains an insurance policy that provides
coverage pursuant to which the registrant is to be reimbursed for amounts it may
be required or permitted by law to pay to indemnify directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of General
Cable Corporation, incorporated by reference to an exhibit to
the Registration Statement on Form S-1/A File No. 333-22961,
filed with the Securities and Exchange Commission on April 22,
1997.
4.2 Amended and Restated Bylaws of General Cable Corporation,
incorporated by reference to an exhibit to the Registration
Statement on Form S-1/A File No. 333-22961, filed with the
Securities and Exchange Commission on April 22, 1997.
5.1* Opinion of Robert J. Siverd, Esquire.
10.1* 1997 Stock Incentive Plan
23.1 Consent of Robert J. Siverd, Esquire
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (see signature page)
- ---------------------------
*previously filed.
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17
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 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 herein, 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.
The undersigned registrant hereby further 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
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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18
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 Highland Heights, Commonwealth of Kentucky, on this
24th day of August 2001.
GENERAL CABLE CORPORATION
By: /s/ Gregory B. Kenny
--------------------------------------
Gregory B. Kenny
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as of August 24, 2001. Each person whose signature appears below
hereby authorizes Gregory B. Kenny to file one or more Amendments to this
Registration Statement, which may make such changes as Gregory B. Kenny deems
appropriate, and each such person whose signature appears below, individually
and in each capacity stated below, hereby appoints Gregory B. Kenny as
attorney-in-fact to execute in his name and on his behalf any such Amendment to
this Registration Statement.
SIGNATURE TITLE(S)
--------- --------
/s/ Gregory B. Kenny President and Chief Executive Officer
- --------------------------- (principal executive officer)
Gregory B. Kenny
/s/ Christopher F. Virgulak Executive Vice President and Chief Financial Officer
- --------------------------- (principal accounting and financial officer)
Christopher F. Virgulak
/s/ John E. Welsh, III Non-executive Chairman of the Board and Director
- ---------------------------
John E. Welsh, III
/s/ Gregory E. Lawton Director
- ---------------------------
Gregory E. Lawton
/s/ Jeffrey Noddle Director
- ---------------------------
Jeffrey Noddle
/s/ Robert L. Smialek Director
- ---------------------------
Robert L. Smialek
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Amended and Restated Certificate of Incorporation of General
Cable Corporation, incorporated by reference to an exhibit to
the Registration Statement on Form S-1/A File No. 333-22961,
filed with the Securities and Exchange Commission on April 22,
1997.
4.2 Amended and Restated Bylaws of General Cable Corporation,
incorporated by reference to an exhibit to the Registration
Statement on Form S-1/A File No. 333-22961, filed with the
Securities and Exchange Commission on April 22, 1997.
5.1* Opinion of Robert J. Siverd, Esquire.
10.1* 1997 Stock Incentive Plan
23.1 Consent of Robert J. Siverd, Esquire
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (see signature page)
- ----------------------------
* previously filed.
II-5