As filed with the Securities and Exchange Commission on September 11, 2003
Registration Statement 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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WATTS INDUSTRIES, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 04-2916536
(State of Incorporation) (I.R.S. Employer Identification Number)
815 Chestnut Street
North Andover, Massachusetts 01845
(978) 688-1811
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
WATTS INDUSTRIES, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
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Lester J. Taufen, Esq.
General Counsel
Watts Industries, Inc.
815 Chestnut Street
North Andover, Massachusetts 01845
(978) 688-1811
(Name, address, including zip code and telephone number, including area code,
of agent for service)
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With copy to:
Robert P. Whalen, Jr., P.C.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Proposed Maximum Aggregate Amount of
Securities to be Registered Offering Price(1)(2) Registration Fee
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Deferred Compensation....... $1,000,000 $80.90
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(1) This estimate is made pursuant to Rule 457(h) under the Securities Act of
1933, as amended, based on the estimated amount of compensation being
deferred under the plan. Estimated for purposes of calculating the
registration fee in accordance with Rule 457(o) under the Securities Act
of 1933.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of obligations to be
offered or sold pursuant to the deferred compensation plan described
herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Watts Industries, Inc. (the "Company") hereby incorporates by reference
the following documents which have previously been filed with the Securities and
Exchange Commission (the "Commission"):
o the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003;
o the Company's Current Report on Form 8-K, filed on May 19, 2003;
o the Company's Current Report on Form 8-K, filed on May 15, 2003;
o the Company's Proxy Statement filed on April 17, 2003 for the
stockholders meeting held on May 20, 2003;
o the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003;
o the Company's Current Report on Form 8-K, filed on March 26, 2003;
o the Company's Annual Report on Form 10-K for the year ended December
31, 2002; and
o the description of the Company's Class A Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on June 22, 1995 pursuant to the
Securities Exchange Act of 1934 and all amendments and reports
updating the description.
In addition, all documents subsequently filed with the Commission by the
Company pursuant to Sections 13(a) and 13(c), Section 14 and Section 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment thereto that indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of such documents.
Item 4. Description of Securities.
Under the Watts Industries, Inc. Non-Qualified Deferred Compensation Plan
(the "Plan"), the Company will provide certain management and highly compensated
employees of the Company (each a "Participant") the opportunity to defer a
specified percentage of their compensation. The securities being registered
represent obligations (the "Obligations") of the Company under the Plan to pay
in the future to the Participants in the Plan the value of the deferred
compensation. The Obligations may also represent amounts that the Company
credits to a Participant's account under the Plan.
Amounts credited (or charged) to a Participant's account are credited (or
charged) with notional earnings (or losses) based on investment measurement
options under the Plan. The Obligations are payable in cash upon retirement or
the occurrence of other specified triggering events in a lump sum distribution
or in installments, at the election of the Participant made in accordance with
the Plan. There is no trading market for the Obligations.
The Obligations are unsecured general obligations of the Company and rank
PARI PASSU with other unsecured and unsubordinated indebtedness of the Company.
The Obligations may not be sold, assigned, hypothecated, alienated, encumbered
or in any way transferred or conveyed in advance of receipt. Any attempt by
any person to transfer or assign benefits under the Plan other than a claim for
benefits by a Participant or his or her beneficiary(ies), will be null and void.
The Obligations are not convertible into any other security of the
Company. No trustee has been appointed to take action with respect to the
Obligations and each Participant in the Plan will be responsible for enforcing
his or her own rights with respect to the Obligations.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, other than
an action by or in the right of the corporation, by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation or is
or was serving at the corporation's request 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 the person in
connection with the action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The power to indemnify applies to actions brought by or in the right
of the corporation as well, but only to the extent of expenses, including
attorneys' fees but excluding judgments, fines and amounts paid in settlement,
actually and reasonably incurred by the person in connection with the defense or
settlement of the action or suit. And with the further limitation that in these
actions, no indemnification shall be made in the event of any adjudication of
negligence or misconduct in the performance of the person's duties to the
corporation, unless a court believes that in light of all the circumstances
indemnification should apply.
In accordance with Section 145 of the Delaware General Corporation Law,
Article X of the Restated Certificate of Incorporation, as amended, of the
Company provides that no director of the Company shall be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
Article V of the Amended and Restated By-laws of the Company provides for
indemnification by the Company of its directors, officers and certain
non-officer employees under certain circumstances against expenses (including
attorneys fees) judgments, fines and amounts paid in settlement reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceeding in which any such person is involved by reason of
the fact that such person is or was a director, an officer or an employee of the
Company, or is acting in any capacity with other entities at the request of the
Company, if such person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to criminal actions or proceedings, that such person had no
reasonable cause to believe his or her conduct was unlawful.
Section 145(g) of the Delaware General Corporation Law and Article V of
the Amended and Restated By-laws of the Company provide that the Company shall
have the power to purchase and maintain insurance on behalf of its officers,
directors, employees and agents, against any liability asserted against and
incurred by such persons in any such capacity. The Company has obtained
insurance covering its directors and officers against losses and insuring the
Company against certain of its obligations to indemnify its directors and
officers.
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Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibit
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5.1 Opinion of Goodwin Procter LLP.*
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.*
24.1 Power of Attorney (included on the signature page).
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* Filed herewith.
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers 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, as amended (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 mater
than a 20% change in the maximum aggregate offering price set forth
in "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) herein 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 undersigned registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement;
(2) That, for the purposes 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; and
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(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 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 may be permitted to the directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefor, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the Company 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 Company 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 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 North Andover, The Commonwealth of Massachusetts, on
September 11, 2003.
WATTS INDUSTRIES, INC.
By: /s/ Patrick S. O'Keefe
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Patrick S. O'Keefe
Chief Executive Officer and Director
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Patrick S. O'Keefe and William C.
McCartney as such person's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for such person in such person's 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 all documents in connection
therewith, with the Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that any said attorney-in-fact and agent, or any
substitute or substitutes of any of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ Patrick S. O'Keefe Chief Executive Officer and September 11, 2003
---------------------- Director (Principal Executive
Patrick S. O'Keefe Officer)
/s/ William C. McCartney Chief Financial Officer, September 11, 2003
------------------------ Treasurer and Secretary
William C. McCartney (Principal Financial Officer
and PrincipalAccounting Officer)
/s/ Timothy P. Horne Director September 11, 2003
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Timothy P. Horne
/s/ Kenneth J. McAvoy Director September 11, 2003
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Kenneth J. McAvoy
/s/ Gordon W. Moran Director September 11, 2003
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Gordon W. Moran
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/s/ Daniel W. Murphy Director September 11, 2003
--------------------
Daniel J. Murphy
/s/ Roger A. Young Director September 11, 2003
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Roger A. Young
/s/ John K. McGillicuddy Director September 11, 2003
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John K. McGillicuddy
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EXHIBIT INDEX
Exhibit
No. Description
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5.1 -- Opinion of Goodwin Procter LLP.*
23.1 -- Consent of Goodwin Procter LLP (included in Exhibit 5.1).
23.2 -- Consent of KPMG LLP.*
24.1 -- Power of Attorney (included on the signature page).
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* Filed herewith.
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