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As filed with the Securities and Exchange Commission on July 2, 2001
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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COOPER INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 31-4156620
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
600 Travis, Suite 5800
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
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COOPER INDUSTRIES, INC.
AMENDED AND RESTATED
STOCK INCENTIVE PLAN
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Diane Kosmach Schumacher
Senior Vice President,
General Counsel and Secretary
600 Travis, Suite 5800
Houston, Texas 77002
(Name and address of agent for service)
(713) 209-8400
(Telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate Amount of
be registered registered(1)(2) per unit(3) offering price registration fee
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Common Stock, par value 5,000,000
$5.00 per share shares $38.68 $193,400,000 $48,350
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Notes:
1. Pursuant to General Instruction E of Form S-8, this Registration Statement
covers the registration of 5,000,000 shares of common stock in addition to
shares previously registered under Registration Statement No. 333-08277.
2. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of additional shares
that may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions as provided in the Cooper Industries,
Inc. Amended and Restated Stock Incentive Plan.
3. Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1) under the Securities Act, on the basis of the
average of the high and low sales prices of $39.210 and $38.150 per share for
Cooper common stock as reported on the New York Stock Exchange on June 26, 2001.
As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered under
Registration Statement No. 333-08277 on Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is filed to register 5,000,000
additional shares of common stock, par value $5.00 per share of Cooper
Industries, Inc., which have been reserved for issuance under the Cooper
Industries, Inc. Amended and Restated Stock Incentive Plan (the "Plan"). A total
of 7,000,000 shares of the common stock reserved under the Plan have previously
been registered on Registration Statement No. 333-08277, filed on July 17, 1996.
Pursuant to and as permitted by General Instruction E to Form S-8, the contents
of Registration Statement No. 333-08277 are hereby incorporated by reference
herein, and the opinion and consents listed at Item 8 below are annexed hereto.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed with this registration statement:
Number Description
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4.1 Twenty-Seventh Amended Articles of Incorporation of Cooper
(incorporated herein by reference to Exhibit 3.1 of Cooper's
Form 8-K dated August 5, 1997).
4.2 Rights Agreement dated August 5, 1997 between Cooper and First
Chicago Trust Company of New York, as Rights Agent
(incorporated herein by reference to Exhibit 4.1 to Cooper's
registration statement on Form 8-A dated August 14, 1997).
4.3 Form of Indenture dated as of January 15, 1990, between Cooper
and The Chase Manhattan Bank (National Association), as
Trustee (incorporated herein by reference to Exhibit 4(a) of
Registration Statement No. 33-33011).
4.4 Cooper Industries, Inc. Amended and Restated Stock Incentive
Plan (incorporated herein by reference to Appendix B to
Cooper's Proxy Statement for the Annual Meeting of
Shareholders held on April 24, 2001.
5.1 Opinion of Diane K. Schumacher as to legality of securities
being issued.
23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney from members of Cooper's Board of
Directors.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on July 2, 2001.
COOPER INDUSTRIES, INC.
By: */s/ Diane K. Schumacher
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Diane K. Schumacher
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Director, Chairman of the Board,
President and Chief
*/s/ H. John Riley, Jr. Executive Officer July 2, 2001
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H. John Riley, Jr.
Senior Vice President and Chief
*/s/ D. Bradley McWilliams Financial Officer July 2, 2001
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D. Bradley McWilliams
Vice President and Controller
*/s/ Jeffrey B. Levos (Principal Accounting Officer) July 2, 2001
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Jeffrey B. Levos
*/s/ Warren L. Batts Director July 2, 2001
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Warren L. Batts
*/s/Robert M. Devlin Director July 2, 2001
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Robert M. Devlin
*/s/ Clifford J. Grum Director July 2, 2001
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Clifford J. Grum
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*/s/ Linda A. Hill Director July 2, 2001
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Linda A. Hill
*/s/ John D. Ong Director July 2, 2001
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John D. Ong
*/s/ Sir Ralph H. Robins Director July 2, 2001
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Sir Ralph H. Robins
*/s/ H. Lee Scott Director July 2, 2001
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H. Lee Scott
*/s/ Dan F. Smith Director July 2, 2001
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Dan F. Smith
*/s/ Gerald B. Smith Director July 2, 2001
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Gerald B. Smith
*/s/ James R. Wilson Director July 2, 2001
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James R. Wilson
* by: */s/ Diane K. Schumacher
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Diane K. Schumacher
Pursuant to Powers of Attorney filed as Exhibit 24.1
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INDEX TO EXHIBITS
Number Description
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4.1 Twenty-Seventh Amended Articles of Incorporation of Cooper
(incorporated herein by reference to Exhibit 3.1 of Cooper's
Form 8-K dated August 5, 1997).
4.2 Rights Agreement dated August 5, 1997 between Cooper and First
Chicago Trust Company of New York, as Rights Agent
(incorporated herein by reference to Exhibit 4.1 to Cooper's
registration statement on Form 8-A dated August 14, 1997).
4.3 Form of Indenture dated as of January 15, 1990, between Cooper
and The Chase Manhattan Bank (National Association), as
Trustee (incorporated herein by reference to Exhibit 4(a) of
Registration Statement No. 33-33011).
4.4 Cooper Industries, Inc. Amended and Restated Stock Incentive
Plan (incorporated herein by reference to Appendix B to
Cooper's Proxy Statement for the Annual Meeting of
Shareholders held on April 24, 2001.
5.1 Opinion of Diane K. Schumacher as to legality of securities
being issued.
23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney from members of Cooper's Board of Directors.