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Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
A. O. SMITH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 39-0619790
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
11270 West Park Place
Milwaukee, Wisconsin 53224
(Address of Principal Executive Offices)
A. O. SMITH CORPORATION
1990 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 1994
W. David Romoser
Vice President, General Counsel and Secretary
A. O. Smith Corporation
Post Office Box 23973
Milwaukee, WI 53223-0973
(414) 359-4137
(Name and Address of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
Title of to be offering aggregate Amount of
securities to be registered price per offering registration
registered (1) share (2) price fee
Common Stock, $1 1,000,000 $21.9375 $21,937,500 $7,565
par value shares
(1) The 1990 Long-Term Executive Incentive Compensation Plan authorizes
the issuance of a maximum of 2,000,000 shares of Common Stock. Of
such shares, 1,000,000 (adjusted to reflect a 2-for-1 stock split in
the form of a 100% stock dividend paid on August 16, 1993) have been
registered on A. O. Smith Corporation's Registration Statement on
Form S-8 (File No. 33-37878), filed with the Commission on November
16, 1990.
(2) For purposes of computing the registration fee only. Pursuant to
Rule 457(h), the proposed maximum offering price per share is based
upon the average of the high and low prices of A. O. Smith
Corporation Common Stock in American Stock Exchange composite
transactions on December 12, 1994.
A. O. Smith Corporation's Registration Statement on Form S-8 (File
No. 33-37878), filed with the Securities and Exchange Commission on
November 16, 1990, is incorporated as of its respective date in this
Registration Statement by reference.
Exhibits
Number Description
* 4 A. O. Smith Corporation 1990 Long-Term Executive Incentive
Compensation Plan, amended and restated as of January 1, 1994.
* 5 Opinion of W. David Romoser regarding the legality of the
securities being offered.
* 23.1 Consent of W. David Romoser (included in his opinion filed as
Exhibit 5)
* 23.2 Consent of Ernst & Young LLP
_________________
*Filed herewith
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 Milwaukee, State of Wisconsin,
on this 13th day of December, 1994.
A. O. SMITH CORPORATION
By: /s/ Robert J. O'Toole
Robert J. O'Toole, Chairman,
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of A. O. Smith
Corporation, hereby severally constitute and appoint Robert J. O'Toole,
Glen R. Bomberger, Thomas W. Ryan, W. David Romoser and Jolene L.
Shellman, and each of them, agent and attorney-in-fact, with full power of
substitution and resubstitution, for them and in their names, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and
to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as each of us might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute(s), may lawfully do or cause to be
done by virtue thereof.
WITNESS OUR HANDS ON THE DATES SET FORTH BELOW.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
Chairman, President,
/s/ Robert J. O'Toole Chief Executive Officer
Robert J. O'Toole and Director (Principal
Executive Officer) December 13, 1994
Executive Vice President,
/s/ Glen R. Bomberger Chief Financial Officer
Glen R. Bomberger and Director (Principal
Financial Officer) December 13, 1994
Vice President, Treasurer
/s/ Thomas W. Ryan and Controller (Principal
Thomas W. Ryan Accounting Officer) December 13, 1994
/s/ Russell G. Cleary Director
Russell G. Cleary December 13, 1994
/s/ Thomas I. Dolan Director
Thomas I. Dolan December 13, 1994
/s/ Leander W. Jennings Director
Leander W. Jennings December 13, 1994
/s/ Dr. Agnar Pytte Director
Dr. Agnar Pytte December 13, 1994
/s/ Donald J. Schuenke Director
Donald J. Schuenke December 13, 1994
/s/ Arthur O. Smith Director
Arthur O. Smith December 13, 1994
EXHIBIT INDEX
Exhibit No. Exhibits Page No.
4 A. O. Smith Corporation 1990
Long-Term Executive Incentive
Compensation Plan, amended and
restated as of January 1, 1994
5 Opinion of W. David Romoser
23.1 Consent of W. David Romoser
(included in his opinion which
is filed as Exhibit 5)
23.2 Consent of Ernst & Young LLP
Exhibit 4
A. O. SMITH CORPORATION
1990 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 1994
1. Purpose
The purpose of the A. O. Smith Corporation Long-Term Executive
Incentive Compensation Plan ("Plan") is to induce key employees to remain
in the employ of A. O. Smith Corporation ("Company") or Subsidiaries or
Affiliates of the Company, and to encourage such employees to secure or
increase on reasonable terms their stock ownership in the Company. The
Board of Directors of the Company believes the Plan will (1) attract and
retain executive personnel possessing outstanding ability; (2) motivate
executive personnel, by means of growth related incentive, to achieve
long-range growth goals; (3) provide incentive compensation opportunities
which are competitive with those of other major corporations; and (4)
further the identity of interest of participants with those of the
corporation's stockholders through opportunities for increased stock
ownership.
2. Effective Date and Term of the Plan
The Plan shall have a term of ten years from and after January 1,
1990, the date adopted by the Board of Directors subject to approval by
the stockholders of the Company. The Plan supersedes and replaces, on the
effective date, the A. O. Smith Corporation 1980 Employees' Stock Option
Plan. The Board of Directors, without further approval of the
stockholders may terminate the Plan at any time but no termination shall,
without the Participant's consent, alter or impair any of the rights under
any option theretofore granted to him under the Plan. The Amended and
Restated Plan shall be effective as of January 1, 1994, the effective date
adopted by the Board of Directors subject to approval by the stockholders
of the Company.
3. Definitions
(a) Affiliate: Means any corporation in which the Company has 50
percent or less ownership.
(b) Awards: Means the awards granted by the Committee under the
Plan.
(c) Board of Directors: Means the Board of Directors of the Company.
(d) Committee: Means the Committee referred to in Section 4 hereof.
(e) Common Stock: Means the Common Stock, par value $1 per share, of
the Company.
(f) Disability Date: Means the date on which a participant becomes
eligible for disability benefits from the A. O. Smith Retirement Plan or
such similar or successor plan.
(g) Disinterested Person: Means any director who at the time of
acting is not eligible, and has not at any time within one year prior
thereto been eligible, for selection as a participant in the Plan or as a
person to whom stock may be allocated or to whom stock options may be
granted pursuant to any other Plan of the Company entitling the
Participants therein to acquire stock or stock options of the Company.
(h) Employee: Means any full-time managerial, administrative or
professional employee (including any officer or director who is such an
employee) of the Company, or any of its Subsidiaries or Affiliates.
(i) Fair Market Value: Means the market value of the Common Stock as
reasonably determined by the Committee on the date the option is granted.
(j) Normal Retirement Date: Shall have the meaning set forth in the
A. O. Smith Retirement Plan.
(k) Operating Unit: Means any division of the Company, or any
Subsidiary or any Affiliate, which is designated by the Committee to
constitute an Operating Unit.
(l) Participant: Means an Employee who is selected by the Committee
to participate in the Plan.
(m) Subsidiary: Means any corporation in which the Company has more
than 50 percent of the ownership.
(n) Plan Year: Means the twelve months ending December 31st.
4. Administration
The Plan shall be administered by a committee which shall consist of
not less than three (3) members of the Board of Directors of the Company,
each of whom is a Disinterested Person. The Committee shall be appointed
from time to time by the Board of Directors which may from time to time
appoint members of the Committee in substitution for members previously
appointed and may fill vacancies, however caused, in the Committee. A
majority of its members shall constitute a quorum. All determinations of
the Committee shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by all of the members shall be
fully as effective as if it had been made by a majority vote at a meeting
duly called and held. The Committee is expressly authorized to hold
Committee meetings by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other. The Committee shall have sole and
complete authority to adopt, alter and repeal such administrative rules,
regulations and practices governing the operation of the Plan as it shall
from time to time deem advisable and to interpret the terms and conditions
of the Plan.
5. Eligibility
Employees who, in the opinion of the Committee, are key employees and
have demonstrated a capacity for contributing in a substantial measure to
the successful performance of the Company shall be eligible to be granted
options to purchase shares of Common Stock of the Company ("Shares") under
the Option Plan. The Committee shall, from time to time, choose from such
eligible Employees those to whom options shall be granted.
A Participant shall not be granted an option unless he enters into an
agreement with the Company that he will remain in the service of the
Company, a Subsidiary or an Affiliate for a period of at least twelve (12)
months (commencing on the first day of the month in which the option is
granted) or until his earlier retirement, at the pleasure of the Company,
and at such compensation as it shall reasonably determine from time to
time. The agreement shall provide that it does not confer upon the
Employee any right to continue in the employ of the Company or of any such
Subsidiary or Affiliate, neither shall it, except for said period of at
least 12 months, restrict the right of the Employee to terminate
employment at any time.
6. Authority of Committee
Subject to the provisions of the Plan, the Committee shall have
complete authority, in its discretion, to determine those Employees who
shall be Participants, the price at which options shall be granted, the
term of the option (except in no case shall an option term be less than
eleven months and twenty-nine days nor more than ten years) and the number
and kind of Shares to be subject to each option.
7. Form of Option
Options granted under the Plan shall be Incentive Stock Options, non-
qualified stock options, or some combination thereof.
8. Option Price and Maximum Number of Option Shares
The option price will be determined by the Committee at the time the
option is granted and shall be 100 percent of the Fair Market Value of the
Common Stock at the date of the grant. The maximum number of Shares with
respect to which options may be granted during any Plan Year to any
Participant shall be 150,000 Shares.
9. Withholding
The Company shall have the right to deduct and withhold from any cash
otherwise payable to a Participant, or require that a Participant make
arrangements satisfactory to the Company for payment of, such amounts as
the Company shall determine for the purpose of satisfying its liability to
withhold federal, state or local income or FICA taxes incurred by reason
of the grant or exercise of an option.
10. Exercise of Options
Each option granted under the Option Plan will be exercisable on such
date or dates and during such period and for such number of Shares as
shall be determined pursuant to the provisions of the option agreement
evidencing such option. Subject to the provisions of the Plan, the
Committee shall have complete authority, in its discretion, to determine
the extent, if any, and the conditions under which an option may be
exercised in the event of the death of the Participant or in the event the
Participant leaves the employ of the Company or has his employment
terminated by the Company. The purchase price of any option may be paid
(a) in cash or its equivalent; (b) with the consent of the Committee, by
tendering previously acquired Shares valued at their fair market value as
determined by the Committee; or (c) with the consent of the Committee, by
any combination of (a) and (b).
11. Non-Transferability
Options under the Plan are not transferable otherwise than by will or
the laws of descent or distribution, and may be exercised during the
lifetime of a Participant only by such Participant.
12. Agreements
Options granted pursuant to the Plan shall be evidenced by stock
option agreements in such form as the Committee shall from time to time
adopt.
13. Adjustment of Number of Shares
In the event a dividend shall be declared upon the Common Stock of
the Company payable in Shares (other than a stock dividend declared in
lieu of an ordinary cash dividend), the number of Shares then subject to
any such option and the number of Shares reserved for issuance pursuant to
the Plan but not yet covered by an option, shall be adjusted by adding to
each Share the number of Shares which would be distributable thereon if
such Share had been outstanding on the date fixed for determining the
stockholders entitled to receive such stock dividend. In the event the
outstanding Shares of the Common Stock of the Company shall be changed
into or exchanged for a different number or kind of Shares of stock or
other securities of the Company or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of Shares,
merger or consolidation, then there shall be substituted for each Share
reserved for issuance pursuant to the Plan, but not yet covered by an
option, the number and kind of Shares of stock or other securities into
which each outstanding Share shall be so changed or for which each such
Share shall be exchanged. In the event there shall be any change, other
than as specified above in this paragraph in the number or kind of
outstanding Shares or of any stock or other security into which such
Common Stock shall have been changed or for which it shall have been
exchanged, then if the Committee shall in its sole discretion determine
that such change equitably requires an adjustment in the number or kind of
Shares theretofore reserved for issuance pursuant to the Plan, but not yet
covered by an option, and of the Share then subject to an option or
options, such adjustment shall be made by the Committee and shall be
effective and binding for all purposes of the Plan and of each stock
option agreement. The option price in each stock option agreement for
each Share or other securities substituted or adjusted as provided for in
this paragraph shall be determined by dividing the option price in such
agreement for each Share prior to such substitution or adjustment by the
number of Shares or the fraction of a share substituted for such Share or
to which such Share shall have been adjusted. No adjustment or
substitution provided for in this paragraph shall require the Company in
any stock option agreement to sell a fractional Share, and the total
substitution or adjustment with respect to each stock option agreement
shall be limited accordingly.
14. Shares Available
There shall be reserved, for the purpose of the Plan, a total of
2,000,000 Shares of Common Stock (or the number and kind of Shares of
stock or other securities which, in accordance with Section 13 hereof,
shall be substituted for said Shares or to which said Shares shall be
adjusted). Such Shares may be, in whole or in part, authorized and
unissued Shares or issued Shares which shall have been reacquired by the
Company. In the event that (i) an option granted under the option plan to
any employee expires or is terminated unexercised as to any Shares covered
thereby, or (ii) Shares are forfeited for any reason under the Plan, such
Shares shall thereafter be available for the granting of options under the
Plan.
15. Expenses
The expenses of administering the Plan shall be borne by the Company.
16. Non-Exclusivity
Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board
of Directors to adopt such other incentive arrangements as it may deem
desirable, and such arrangements may be either generally applicable or
applicable only in specific cases.
17. Amendment
The Board of Directors, without further approval of the stockholders,
may from time to time amend the Plan in such respects as the Board may
deem advisable; provided, however, that no amendment shall become
effective without prior approval of the stockholders which would (a)
increase the maximum number of Shares which may be awarded, or for which
options may be granted, in the aggregate under the Plan; (b) reduce the
minimum option price which may be established under the Plan; (c) change
or add to the classes of employees eligible to receive options; or (d)
withdraw the authority to administer the Plan from the Committee. No
amendment shall, without the Participant's consent, alter or impair any of
the rights or obligations under any option theretofore granted to him
under the Plan.
Exhibit 5
LAW DEPARTMENT
MAILING ADDRESS: P.O. BOX 23973, MILWAUKEE, WI 53223-0973
STREET ADDRESS: 11270 WEST PARK PLACE, MILWAUKEE, WI 53224
Writer's Direct Dial: (414) 359-4143
Fax No. (414) 359-4198
December 13, 1994
A. O. Smith Corporation
11270 West Park Place
Milwaukee, WI 53224
Gentlemen:
I have acted as counsel for A. O. Smith Corporation (the "Company") in
connection with the preparation of a Registration Statement on Form S-8
("Registration Statement") to be filed by you with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
("Securities Act"), relating to 1,000,000 shares of Common Stock, $1 par
value per share ("Common Stock") of the Company which may be issued
pursuant to the A. O. Smith Corporation 1990 Long-Term Executive Incentive
Compensation Plan (the "Plan").
In this connection, I have examined (a) signed copies of the Registration
Statement; (b) the Restated Certificate of Incorporation and By-Laws, as
amended to date, of the Company; (c) copies of resolutions of the Board of
Directors and stockholders of the Company relating to the Plan; (d) the
Form of Incentive Stock Option Agreement; (e) the Form of Nonstatutory
Stock Option Agreement; and (f) such other proceedings, documents and
records as I have deemed necessary for purposes of giving this opinion.
In addition, I have made such investigations and have reviewed such other
documents as I have deemed necessary or appropriate under the
circumstances. With respect to all of the foregoing documents, I have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as originals and the conformity to originals of
all documents submitted to me as certified or reproduced copies.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware.
2. The Common Stock shares have been duly authorized and, when issued by
the Company pursuant to the terms and conditions of the Plan, and as
contemplated in the Registration Statement, will be validly issued,
fully paid and nonassessable. Under the laws of Delaware,
stockholders of the Company have no personal liability for the debts
or obligations of the Company as a result of their status as
stockholders of the Company except that under a decision of the
Wisconsin Supreme Court that applies such statute to corporations
such as the Company, which are licensed to do business in Wisconsin,
the holders of Common Stock are personally liable for the unpaid wage
claims of the Company's employees, not to exceed six month's service
in any one case, as provided in Section 180.0622(2)(b) of the
Wisconsin Statutes and as such section may be interpreted by a court
of law. (See Local 257 of Hotel and Restaurant Employees and
Bartenders International Union v. Wilson Street East Dinner
Playhouse, Inc., Case No. 82-CV-0023, Cir. Ct. Branch 1, Dane County,
Wisconsin, aff'd. 126 Wis.2d 284, 375 N.W.2d 664 (1985)).
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am
an expert within the meaning of Section 11 of the Securities Act or within
the category of persons whose consent is required by Section 7 of said
Act.
Very truly yours,
A. O. SMITH CORPORATION
/s/ W. David Romoser
W. David Romoser
Vice President, Secretary
and General Counsel
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-8) and related Prospectus pertaining
to the A. O. Smith Corporation 1990 Long-Term Executive Incentive
Compensation Plan, Amended and Restated as of January 1, 1994 for the
registration of 1,000,000 shares of its Common Stock and to the
incorporation by reference therein of our report dated January 19, 1994
with respect to the consolidated financial statements and schedules of A.
O. Smith Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1993, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Milwaukee, Wisconsin
December 12, 1994