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Registration No. _______
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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DRESSER INDUSTRIES, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 75-0813641
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Ross Avenue
Dallas, Texas 75201
(Address principal executive offices including zip code)
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Dresser Industries, Inc. Retirement Savings Plan - A
Dresser Industries, Inc. Retirement Savings Plan - B
Dresser Industries, Inc. Union Plan
Savings Plan for Bargaining Unit Employees of Texsteam Operations of Dresser
Industries, Inc. Dresser Industries, Inc. Deferred Savings Plan
(Full title of the plan)
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Rebecca R. Morris
Vice President-Corporate Counsel and Secretary
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
(Name and address of agent for service)
(214) 740-6000
(Telephone number, including area code, of agent for service)
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (6) offering price aggregate offering registration fee
per share (7) price (7) (6)
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Common Stock ($.25 par value)(1) 1 $44.1563 $44.1563 $0.01
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Common Stock ($.25 par value)(2) 1 $44.1563 $44.1563 $0.01
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Common Stock ($.25 par value)(3) 1 $44.1563 $44.1563 $0.01
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Common Stock ($.25 par value)(4) 1 $44.1563 $44.1563 $0.01
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Common Stock ($.25 par value)(5) 1 $44.1563 $44.1563 $0.01
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(1) This registration statement covers shares of Common Stock of Dresser
Industries, Inc. which may be offered or sold pursuant to Dresser
Industries, Inc. Retirement Savings Plan - A. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plans described herein.
Pursuant to Rule 457(h)(2), no separate registration fee is required
with respect to the interests in the plans. This registration statement
also relates to an indeterminate number of shares of Common Stock that
may be issued upon stock splits, stock dividends or similar transactions
in accordance with Rule 416.
(2) This registration statement covers shares of Common Stock of Dresser
Industries, Inc. which may be offered or sold pursuant to Dresser
Industries, Inc. Retirement Savings Plan - B. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this registration statement
also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein. Pursuant to
Rule 457(h)(2), no separate registration fee is required with respect to
the interests in the plans. This registration statement also relates to
an indeterminate number of shares of Common Stock that may be issued upon
stock splits, stock dividends or similar transactions in accordance with
Rule 416.
(3) This registration statement covers shares of Common Stock of Dresser
Industries, Inc. which may be offered or sold pursuant to Dresser
Industries, Inc. Union Plan. In addition, pursuant to Rule 416(c) under
the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans described herein. Pursuant to Rule 457(h)(2), no
separate registration fee is required with respect to the interests in
the plans. This registration statement also relates to an indeterminate
number of shares of Common Stock that may be issued upon stock splits,
stock dividends or similar transactions in accordance with Rule 416.
(4) This registration statement covers shares of Common Stock of Dresser
Industries, Inc. which may be offered or sold pursuant to Savings Plan
for Bargaining Unit Employees of Texsteam Operations of Dresser
Industries, Inc. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans described herein. Pursuant to Rule 457(h)(2), no
separate registration fee is required with respect to the interests in
the plans. This registration statement also relates to an indeterminate
number of shares of Common Stock that may be issued upon stock splits,
stock dividends or similar transactions in accordance with Rule 416.
(5) This registration statement covers shares of Common Stock of Dresser
Industries, Inc. which may be offered or sold pursuant to Dresser
Industries, Inc. Deferred Savings Plan. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein. Pursuant to
Rule 457(h)(2), no separate registration fee is required with respect to
the interests in the plans. This registration statement also relates to
an indeterminate number of shares of Common Stock that may be issued upon
stock splits, stock dividends or similar transactions in accordance with
Rule 416.
(6) This registration statement is also deemed, pursuant to Instruction E to
Form S-8, to relate to 550,000 shares previously registered on Form S-8
(No. 2-81536) in connection with the Dresser Industries Inc. Stock
Purchase Plan, with respect to which a registration fee of $2,268.75 has
been paid.
(7) Computed on the basis of the average of the high and low prices for Common
Stock on November 5, 1997, which is used as the estimated offering price
solely for the purpose of determining the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933.
EXPLANATORY STATEMENT
A total of 2,000,000 shares of common stock of Dresser Industries, Inc. (the
"Company") were registered by Registration Statement on Form S-8, file No.
2-81536, to be issued in connection with the Dresser Industries, Inc. Stock
Purchase Plan (the "SPP"). On September 18, 1997, the Board of Directors of
the Company approved the merger of the SPP into the Dresser Industries, Inc.
Retirement Savings Plan -A, the Dresser Industries, Inc. Retirement Savings
Plan- B and the Dresser Industries, Inc. Deferred Savings Plan.
Additionally, the Board of Directors approved offering an investment option
for investing in the Company's stock to the participants of (a) The Dresser
Industries, Inc. Retirement Savings Plan - A, (b) Dresser Industries, Inc.
Retirement Savings Plan - B, (c) The Dresser Industries, Inc., Union Plan,
(d) The Savings Plan for Bargaining Unit Employees of
Texsteam Operations of Dresser Industries, Inc. and (e) The Dresser
Industries, Inc. Deferred Savings Plan (collectively, the "QUALIFIED PLANS").
The SPP is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986 while the QUALIFIED PLANS
are intended to qualify as employee savings plan under Section 401(k) of the
Internal Revenue Code of 1986, as amended from time to time. Approximately
one million five hundred thousand (1,500,000) shares of common stock of the
Company which were registered in connection with the SPP have not been issued
under the SPP and, pursuant to Instruction E to Form S-8 and the telephonic
interpretation of the Securities and Exchange Commission set forth at answers
no. 89 and 90 in Section G- Securities Act Forms of the Division of
Corporation Finance's Manual of Publicly Available Telephone Interpretations
(July 1997), 550,000 are carried forward to, and deemed covered by, the
Registration Statement of Form S-8 filed on or about the date hereof in
connection with the QUALIFIED PLANS.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company
(File No. 1-4003) with the Commission, are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for its fiscal year ended
October 31, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the periods ended
January 31, 1997, April 30, 1997 and July 31, 1997;
3. The description of the Common Stock contained in Exhibit 1 to the
Registration Statement on Form 8-A filed by the Company with the
Commission August 30, 1990, as amended by Amendment No. 1 on Form 8
filed with the Commission on October 3, 1990; and
4. The description of the Dresser Stock Purchase Rights contained in
Exhibit 1 to the Registration Statement on Form 8-A filed by the
Company with the Commission August 30, 1990, as amended by
Amendment No. 1 on Form 8 filed with the Commission on October 3,
1990.
All documents filed by the Company 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 hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document 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 by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed to constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the Securities offered hereby will be passed upon by
Rebecca R. Morris, Vice President - Corporate Counsel and Secretary of the
Company (who owns 10,740 shares of Common Stock and holds options to purchase
an additional 21,650 shares of Common Stock coupled with 4,278 restrictive
incentive stock awards).
Item 6. Indemnification of Directors and Officers
Pursuant to Section 145 of the Delaware General Corporation Law (the
"DGCL"), a corporation may indemnify any person who is or was a party or is
threatened to be made a party to any action, suit, or proceeding (other than
an action by or in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees), judgments,
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 corporation, and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. In an action by
or in the right of the Company, a corporation may indemnify any such person
against expenses actually and reasonably incurred by him in connection with
the defense or settlement of such action 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, except that no
indemnification shall be made in respect of any claim or issue as to which
such person is adjudged to be liable to the corporation unless and only to
the extent that the Delaware Court of Chancery or the court in which such
action was brought shall determine that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses, which the
court shall deem proper. Indemnification, unless ordered by the court, shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of such person is proper in the
circumstances because he has met the applicable standard of conduct. Such
determination is made: (i) by the board of directors by a majority vote of a
quorum consisting of disinterested directors; (ii) by independent legal
counsel in a written opinion; (iii) by the stockholders. To the extent that
a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any such matter, Section 145
requires that the corporation indemnify him against expenses actually and
reasonably incurred by him in his defense. Further, expenses may be paid by
the corporation in advance of final disposition of the matter upon receipt of
an undertaking by or on behalf of such director, officer, employee or agent
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified. Such indemnification and advancement of expenses
is not deemed exclusive of any other right to which a director or officer
might be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise. Section 145 also empowers a
corporation to purchase and maintain insurance on behalf of any person who
might be indemnified thereunder whether or not the corporation would have the
power to indemnify him against such liability under such Section.
The Company's Restated Certificate of Incorporation, as amended, provides
for indemnification of certain persons including directors and officers to the
fullest extent permitted under Section 145 of the DGCL.
Insurance is maintained by the Company covering certain expenses, liability
or losses which may be incurred by reason of his being a director or officer of
the Company or a subsidiary corporation, partnership, joint venture, trust or
other enterprise.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits(1)
4.1 Restated Certificate of Incorporation of Registrant and
amendments thereto. (Incorporated by reference to Exhibit
3(i) to Registrant's Form 10-Q/A for the Quarter ended April
30, 1996).
4.2 By-Laws, as amended of Registrant. (Incorporated by reference
to Exhibit 3.2 to Registrant's Form 10-K for the year ended 1996).
4.3 Rights Agreement dated August 16, 1990, between
Registrant and Harris Trust Company of New York as Rights
Agent. (Incorporated by reference to Exhibit 1 to
Registration Statement on Form 8-A filed on August 30, 1990 as
amended by Amendment No. 1 on Form 8 filed on October 3, 1990).
4.4 Form of Dresser Industries, Inc. Retirement
Savings Plan - A. (Incorporated by Reference to Exhibit 10.24
to Registrant's Form 10-K for the year ended October 31, 1995).
* 4.5 Form of Dresser Industries, Inc. Retirement Savings Plan - B.
* 4.6 Form of Dresser Industries, Inc. Union Plan.
* 4.7 Form of Savings Plan for Bargaining Unit Employees of Texsteam
Operations of Dresser Industries, Inc.
4.8 Form of Dresser Industries, Inc. Deferred
Savings Plan. (Incorporated by reference to Exhibit 10(z) to
Registrant's Form 10-K for the year ended October 31, 1992).
* 4.9 Form of First and Second Amendment to Dresser Industries, Inc.
Deferred Savings Plan.
* 4.10 Form of First and Second Amendment to Dresser Industries, Inc.
Retirement Savings Plan-A.
* 5.1 Form of opinion of Rebecca R. Morris as to the legality of the
securities being registered.
23.1 Consent of Rebecca R. Morris is contained in her opinion attached
as Exhibit 5.1.
* 23.2 Consent of Price Waterhouse LLP.
* 24 Power of Attorney.
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* Filed Herewith
(1) In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and an Internal Revenue Service ("IRS") determination
letter that the Plans are qualified under Section 401 of the Internal
Revenue Code of 1986, as amended, the Registrant hereby undertakes to
submit the Qualified Plans and any amendments thereto to the IRS in a
timely manner and will make all changes required by the IRS in order to
maintain the qualified status of the Qualified Plans.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made of the securities
registered hereby, 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 this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement; and
(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 information required to be included in a
post-effective amendment by those paragraphs is 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 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.
(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 (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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers or controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the 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
by the Securities Act and will be governed by the final
adjudication of such issue.
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 Dallas, State of Texas, on the 10th day of
November, 1997.
DRESSER INDUSTRIES, INC.
By: /s/ KENNETH J. KOTARA
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Kenneth J. Kotara,
Controller
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated on November 10, 1997.
SIGNATURE TITLE
*WILLIAM E. BRADFORD Chairman of the Board, Chief
----------------------------------- Executive Officer and Director
(William E. Bradford, Director) (Principal Executive Officer)
/s/ GEORGE H. JUETTEN Senior Vice President and Chief
----------------------------------- Financial Officer
(George H. Juetten) (Principal Financial Officer)
/s/ KENNETH J. KOTARA Controller
----------------------------------- (Principal Accounting Officer)
(Kenneth J. Kotara)
*SAMUEL B. CASEY, JR *J. LANDIS MARTIN
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(Samuel B. Casey, Jr., Director) (J. Landis Martin, Director)
*LAWRENCE S. EAGLEBURGER *LIONEL H. OLMER
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(Lawrence S. Eagleburger, Director) (Lionel H. Olmer, Director)
*SYLVIA A. EARLE, PH.D. *JAY A. PRECOURT
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(Sylvia A. Earle, Ph.D., Director) (Jay A. Precourt, Director)
*RAWLES FULGHAM *DONALD C. VAUGHN
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(Rawles Fulgham, Director) (Donald C. Vaughn, Director)
*JOHN A. GAVIN *RICHARD W. VIESER
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(John A. Gavin, Director) (Richard W. Vieser, Director)
*RAY L. HUNT
-----------------------------------
(Ray L. Hunt, Director)
*By: /s/Alice (Ande) Hinds
-----------------------------------
Alice (Ande) Hinds
(Attorney-In-Fact)
INDEX TO EXHIBITS(1)
Exhibit
No. Description
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4.1 Restated Certificate of Incorporation of Registrant and amendments
thereto. (Incorporated by reference to Exhibit 3(i) to Registrant's
Form 10-Q/A for the Quarter ended April 30, 1996).
4.2 By-Laws, as amended of Registrant. (Incorporated by reference to
Exhibit 3.2 to Registrant's Form 10-K for the year ended 1996).
4.3 Rights Agreement dated August 16, 1990, between Registrant and Harris
Trust Company of New York as Rights Agent. (Incorporated by reference
to Exhibit 1 to Registration Statement on Form 8-A filed on August 30,
1990 as amended by Amendment No. 1 on Form 8 filed on October 3, 1990).
4.4 Form of Dresser Industries, Inc. Retirement Savings Plan - A.
(Incorporated by Reference to Exhibit 10.24 to Registrant's Form 10-K
for the year ended October 31, 1995).
* 4.5 Form of Dresser Industries, Inc. Retirement Savings Plan - B and the
First and Second Amendments thereto.
* 4.6 Form of Dresser Industries, Inc. Union Plan.
* 4.7 Form of Savings Plan for Bargaining Unit Employees of Texsteam
Operations of Dresser Industries, Inc.
4.8 Form of Dresser Industries, Inc. Deferred Savings Plan. (Incorporated
by reference to Exhibit 10(z) to Registrant's Form 10-K for the year
ended October 31, 1992).
* 4.9 Form of First and Second Amendment to Dresser Industries, Inc.
Deferred Savings Plan.
* 4.10 Form of First and Second Amendment to Dresser Industries, Inc.
Retirement Savings Plan-A.
* 5.1 Form of opinion of Rebecca R. Morris as to the legality of the
securities being registered.
23.1 Consent of Rebecca R. Morris is contained in her opinion attached as
Exhibit 5.1.
* 23.2 Consent of Price Waterhouse LLP.
* 24 Power of Attorney.
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* Filed Herewith
(1) In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and an Internal Revenue Service ("IRS") determination
letter that the Plans are qualified under Section 401 of the Internal
Revenue Code of 1986, as amended, the Registrant hereby undertakes to
submit the Qualified Plans and any amendments thereto to the IRS in a
timely manner and will make all changes required by the IRS in order to
maintain the qualified status of the Qualified Plans.