As filed with the Securities and Exchange Commission on May 24, 2005
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL CABLE CORPORATION
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(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 No.)
4 Tesseneer Drive
Highland Heights, Kentucky 41076
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(Address of principal executive offices) (Zip Code)
GENERAL CABLE CORPORATION
2005 STOCK INCENTIVE PLAN
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(Full title of the plan)
GREGORY B. KENNY
President and Chief Executive Officer
General Cable Corporation
4 Tesseneer Drive
Highland Heights, Kentucky 41076
(859) 572-8000
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(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copies of Communications to:
Robert J. Siverd, Esquire
General Cable Corporation
4 Tesseneer Drive
Highland Heights, Kentucky 41076
(859) 572-8000
Alan H. Lieblich, Esquire
Blank Rome LLP
One Logan Square
Philadelphia, Pennsylvania 19103
(215) 569-5500
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
To Be registered registered per share offering price registration fee
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Common Stock, par value $.01 1,800,000(1) $14.05(2) $25,290,000 $2,976.63
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(1) Represents the total number of shares of General Cable Corporation common stock, par
value $.01 per share ("Common Stock"), currently reserved or available for issuance as
awards pursuant to the General Cable Corporation 2005 Stock Incentive Plan
(2) Estimated solely for purposes of calculating the amount of the registration fee pursuant to
Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"), based upon
the average of the high and low prices of Common Stock reported on the New York Stock
Exchange as of May 17, 2005.
In accordance with Rule 416 under the Securities Act, this registration
statement also covers such indeterminate number of additional shares as may
become issuable to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
General Cable Corporation (the "Registrant") is filing this
registration statement on Form S-8 (the "Registration Statement") in order to
register 1,800,000 shares of common stock, par value $.01 per share
("Common Stock"), under the General Cable Corporation 2005 Stock Incentive
Plan (the "Plan").
The documents containing the information required in Part I of the
Registration Statement will be sent or given to each participant in the Plan
as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"). Such documents are not being filed with the
Commission but constitute, along with the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, a prospectus that meets the requirements of Section
10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request by a participant in the Plan, the
Registrant will provide to such participant, without charge, any document
incorporated by reference in Item 3 of Part II of this Registration
Statement, which is incorporated by reference into the Section 10(a)
prospectus, and any document required to be delivered to a participant in
the Plan pursuant to Rule 428(b) promulgated by the Commission under the
Securities Act. All requests should be directed to Robert J. Siverd,
Executive Vice President, General Counsel and Secretary of the Registrant at
4 Tesseneer Drive, Highland Heights, Kentucky 41076, telephone number
(859) 572-8000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed with the Commission, are
incorporated by reference in this Registration Statement:
(a) the Registrant's Annual Report on Form 10-K, as amended, for the
fiscal year ended December 31, 2004;
(b) all other documents filed by the Registrant with the Commission
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since December 31, 2004; and
(c) the description of the Registrant's Common Stock contained in
the Registrant's Form 8-A (File No. 1-12983) filed with the Commission on
May 13, 1997 to register Common Stock pursuant to Section 12(b) of the
Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 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.
Robert J. Siverd, the Registrant's Executive Vice President, General
Counsel and Secretary, provided an opinion, filed herewith as Exhibit 5.1,
in connection with the securities being registered in the Registration
Statement and is eligible to receive awards under the Plan.
Item 6. Indemnification of Directors and Officers.
Pursuant to the authority conferred by Section 102 of the General
Corporation Law of the State of Delaware, as amended (the "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 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.
Section 145 of the DGCL provides for the indemnification of certain
persons, including directors, officers and employees of a corporation, under
certain circumstances. Article XIV of the Registrant's Amended and Restated
Bylaws states that the Registrant is obligated to provide indemnification to
the fullest extent permitted by the DGCL as well as to indemnify any person
who was or is a party or is threatened to be made a party to, or is
otherwise involved in, 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 such person 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, member,
employee, fiduciary 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 such person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner such person 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 the conduct was unlawful. In the case of any action, suit
or proceeding by or in the right of the Registrant in 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 shall
determine 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.
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Item 8. Exhibits.
Exhibit Description of Exhibit
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant, incorporated by reference to an exhibit to the
Registration Statement on Form S-1/A (File No. 333-22961)
filed with the Commission on April 22, 1997.
4.2 Amended and Restated Bylaws of the Registrant, incorporated by
reference to an exhibit to the Registration Statement on Form
S-1/A (File No. 333-22961) filed with the Commission on
April 22, 1997.
5.1 Opinion of Robert J. Siverd, Esquire.
23.1 Consent of Robert J. Siverd, Esquire (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page).
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(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 registration statement is on Form S-3, Form S-8 or Form F-3,
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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 6
of Part II of this Registration Statement, 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 in the Securities Act and will
be governed by the final adjudication of such issue.
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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 Highland Heights, Commonwealth of Kentucky, on
this 24th day of May 2005.
GENERAL CABLE CORPORATION
By: /s/ Gregory B. Kenny
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Gregory B. Kenny
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gregory B. Kenny and Robert J.
Siverd, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his
name, 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
documentation in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to enable the
Registrant to comply with the provisions of the Securities Act and all
requirements of the Commission, as fully to all intents and purposes as he
might or could do in person, hereby ratifying all that each of the said
attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement was signed by the following persons in the capacities and on the
dates indicated.
May 24, 2005 /s/ Gregory B. Kenny
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Gregory B. Kenny
President, Chief Executive Officer
(Principal Executive Officer) and
Director
May 24, 2005 /s/ Christopher F. Virgulak
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Christopher F. Virgulak
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
May 24, 2005 /s/ John E. Welsh, III
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John E. Welsh, III
Non-Executive Chairman and Director
May 24, 2005 /s/ Gregory E. Lawton
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Gregory E. Lawton
Director
May 24, 2005 /s/ Craig P. Omtvedt
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Craig P. Omtvedt
Director
May 24, 2005 /s/ Robert L. Smialek
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Robert L. Smialek
Director
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EXHIBIT INDEX
Exhibit Description of Exhibit
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant, incorporated by reference to an exhibit to the
Registration Statement on Form S-1/A (File No. 333-22961) filed
with the Commission on April 22, 1997.
4.2 Amended and Restated Bylaws of the Registrant, incorporated by
reference to an exhibit to the Registration Statement on Form S-1
(File No. 333-22961) filed with the Commission on April 22, 1997.
5.1 Opinion of Robert J. Siverd, Esquire.
23.1 Consent of Robert J. Siverd, Esquire (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page).