AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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HUBBELL INCORPORATED
(Exact name of registrant as specified in its charter)
CONNECTICUT
(State or other jurisdiction of
incorporation or organization)
06-0397030
(I.R.S. Employer Identification No.)
584 Derby-Milford Road
Orange, Connecticut 06477-4024
(Address of Principal Executive Offices)
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HUBBELL INCORPORATED
AMENDED AND RESTATED DEFERRED
COMPENSATION PLAN FOR DIRECTORS
(Full title of Plan)
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RICHARD W. DAVIES, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
P.O. Box 549
584 Derby-Milford Road
Orange, Connecticut 06477-4024
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (203) 799-4100
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES
TO BE REGISTERED AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING AGGREGATE FEE
PRICE OFFERING
PER SHARE(1) PRICE
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Class B Common Stock
($.01 Par Value)(2)........... 300,000 $35.62 $10,686,000 $983.12
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(1) For purposes of computing the registration fee only. Pursuant to Rule
457(h) of the Securities Act of 1933, as amended (the "Securities Act"), the
Proposed Maximum Offering Price Per Share is based upon the average of the high
and low trading prices ($35.62) of the Company's Class B Common Stock, par value
$0.01 per share (the "Class B Common Stock"), as reported on the New York Stock
Exchange composite tape on December 16, 2002.
(2) This Registration Statement also pertains to Series B Junior
Participating Preferred Share Purchase Rights of the Registrant. Until the
occurrence of certain prescribed events, the Rights are not exercisable, will be
evidenced by the certificates for the Class B Common Stock and will be
transferred along with and only with the Class B Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the registrant (Exchange Act File No.
1-2958) with the Securities and Exchange Commission are incorporated herein by
reference and made a part hereof:
1. The Company's Annual Report on Form 10-K, dated March 5, 2002 for
the year ended December 31, 2001.
2. The Company's Current Report on Form 8-K, filed March 20, 2002.
3. The Company's Current Report on Form 8-K, filed April 29, 2002.
4. The Company's Current Report on Form 8-K, filed May 10, 2002.
5. The Company's Quarterly Report on Form 10-Q, dated May 13, 2002
for the fiscal quarter ended March 31, 2002.
6. The Company's Quarterly Report on Form 10-Q, dated August 12,
2002, for the fiscal quarter ended June 30, 2002.
7. The Company's Amendment No. 1 to Current Report on Form 8-KA,
filed July 9, 2002.
8. The Company's Current Report on Form 8-K, filed August 13, 2002.
9. The Company's Quarterly Report on Form 10-Q, dated November 13,
2002, for the fiscal quarter ended September 30, 2002.
10. The descriptions of the Registrant's Common Stock and Class B
Rights contained in its Registration Statements on Form 8-A, dated March 3,
1992 and December 17, 1998, respectively.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the termination of the offering of Class B
Common Stock offered hereby shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such reports and documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Class B Common Stock offered hereby has been
passed upon by Richard W. Davies, Esq., Vice President, General Counsel and
Secretary of the Company. Mr. Davies is also an officer and/or director of each
of the Company's domestic subsidiaries. As of December 19, 2002, Mr. Davies is
the record and beneficial owner of 24,394 shares of the Company's Class A Common
Stock and 26,811 shares of the Company's Class B Common Stock, and also is
eligible to exercise options within sixty days of December 19, 2002 to purchase
91,790 shares of the Class B Common Stock by the exercise of stock options
pursuant to the Company's 1973 Stock Option Plan for Key Employees.
Mr. Davies is a co-Trustee with shared voting and investment power with
respect to (a) 2,734,240 shares of the Company's Class A Common Stock owned by
the Louie E. Roche Trust; (b) 1,855,840 shares of the Company's Class A Common
Stock owned by the Harvey Hubbell Trust; and (c) 106,304 shares of the Company's
Class A Common Stock and 29,358 shares of the Company's Class B Common Stock
held by The Harvey Hubbell Foundation.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Company may be indemnified by the Company
against certain actions pursuant to the Connecticut Business Corporation Act
(the "CBCA"). A charter amendment was approved by the Company's shareholders on
May 4, 1998 providing enhanced indemnification of directors and officers of the
Company and providing for indemnification of employees and agents of the Company
in certain circumstances, both as authorized by the CBCA effective January 1,
1997. The Company's charter, as amended, affords to directors and officers the
right to be indemnified "to the fullest extent permitted by law." This right
means that a director or officer will be indemnified against expenses and
liabilities incurred in connection with any applicable proceeding so long as his
or her conduct did not (i) involve a knowing and culpable violation of law by
such person, (ii) enable such person or an associate, as defined in Section
33-840 of the CBCA, to receive an improper personal economic gain, (iii) show a
lack of good faith and a conscious disregard for the duty of such person to the
Company under circumstances in which such person was aware that his or her
conduct or omission created an unjustifiable risk of serious injury to the
Company, (iv) constitute a sustained and unexcused pattern of inattention that
amounted to an abdication of such person's duty to the Company, or (v) create
liability under Section 33-757 (liability for unlawful distributions) of the
CBCA. The Company's charter, as amended, also obligates the Company to advance
the expenses of a director or officer so long as the director or officer
promises to repay the advance if it is later determined that he or she is not
entitled to indemnification by the Company.
The Company has in effect liability insurance policies covering certain
claims against any of its officers or directors by reason of certain breaches of
duty, neglect, error, misstatement, omission or other act committed or alleged
to have been committed by such person in his or her capacity as officer or
director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
A list of exhibits included as part of this Registration Statement is set
forth on the Exhibit Index appearing elsewhere herein and is incorporated herein
by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of 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 this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Securities
and Exchange Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
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(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 this
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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, HUBBELL
INCORPORATED, 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 TOWN OF ORANGE, STATE OF
CONNECTICUT ON DECEMBER 19, 2002.
HUBBELL INCORPORATED
By RICHARD W. DAVIES
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RICHARD W. DAVIES
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
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 DATE INDICATED.
SIGNATURE
--------- TITLE
G. J. RATCLIFFE Chairman of the Board
TIMOTHY H. POWERS President and Chief Executive
Officer and
Director -- (Chief Executive
Officer)
WILLIAM T. TOLLEY Senior Vice President and
Chief Financial
Officer -- (Principal
Financial Officer)
GREGORY F. COVINO Corporate
Controller -- (Principal
Accounting Officer)
E. RICHARD BROOKS Director
GEORGE W. EDWARDS, JR. Director December 19, 2002
JOEL S. HOFFMAN Director
ANDREW MCNALLY IV Director
DANIEL J. MEYER Director
MALCOLM WALLOP Director
RICHARD W. DAVIES, BY SIGNING HIS NAME HERETO, DOES HEREBY SIGN THIS
DOCUMENT PURSUANT TO POWERS OF ATTORNEY DULY EXECUTED BY THE PERSONS NAMED,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS AN EXHIBIT TO THIS
DOCUMENT, ON BEHALF OF SUCH PERSONS, ALL IN THE CAPACITIES AND ON THE DATE
STATED, SUCH PERSONS INCLUDING A MAJORITY OF THE DIRECTORS OF THE REGISTRANT.
By RICHARD W. DAVIES
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RICHARD W. DAVIES
(ATTORNEY-IN-FACT)
December 19, 2002
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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4(a) -- Restated Certificate of Incorporation, as amended and
restated as of May 14, 1998; (1) Exhibit 3a of the
registrant's report on Form 10-Q for the second quarter
(ended June 30), 1998, and filed on August 7, 1998, is
incorporated by reference; (2) Exhibit 1 of the
registrant's reports on Form 8-A and 8-K, both dated and
filed on December 17, 1998, is incorporated by reference;
and (3) Exhibit 3(a), being a Certificate of Correction to
the Restated Certificate of Incorporation, of the
registrant's report on Form 10-Q for the third quarter
(ended September 30), 1999, and filed on November 12,
1999, is incorporated by reference.
4(b) -- The Company's By-Laws, as amended on March 5, 2001
(incorporated by reference to Exhibit 3b of the
registrant's Form 10-K for the year 2000, filed on March
27, 2001).
4(c) -- Hubbell Incorporated Amended and Restated Deferred
Compensation Plan for Directors, effective December 3,
2002, filed herewith.
5 -- Opinion of Richard W. Davies, Esq., Vice President, General
Counsel and Secretary of the registrant as to the legality
of the equity securities which may be offered hereby,
filed herewith.
24(a) -- The consent of Richard W. Davies, Esq., Vice President,
General Counsel and Secretary is included in his opinion.
24(b) -- The consent of PricewaterhouseCoopers LLP, filed herewith.
25 -- Power of Attorney.