AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2005
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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IDEX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3555336
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
(Address of principal executive offices) (Zip Code)
IDEX CORPORATION INCENTIVE AWARD PLAN
(Full title of the Plan)
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Copy to:
Frank J. Notaro Christopher Leuking
Vice President Latham & Watkins
General Counsel and Corporate Secretary Sears Tower, Suite 5800
IDEX Corporation 233 S. Wacker Drive
630 Dundee Road Chicago, IL 60606
Northbrook, IL 60062 (312) 876-7700
(847) 498-7070 (312) 993-9767 (fax)
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to be Amount of Shares to Offering Price Per Aggregate Offering Amount of
Registered be Registered (1) Share (2) Price (2) Registration Fee
------------------------- ------------------- ------------------ ------------------ ----------------
Common Stock,
par value $.01 per share
("Shares")
2,300,000 $40.43 $92,977,500 $10,943.45
(1) 2,300,000 shares of Common Stock, par value $.01 per share (the "Shares")
issuable pursuant to the IDEX Corporation Incentive Award Plan (the
"Plan"), a new employee benefit plan effective on the date it is approved
by IDEX Corporation (the "Company") stockholders, being registered
hereunder. In addition, pursuant to Rule 416 under the Securities Act of
1933, as amended (the "Securities Act"), the amount registered hereunder
includes an indeterminate number of shares of common stock that may be
issued in accordance with the provisions of the Plan in connection with
any anti-dilution provisions or in the event of any change in the
outstanding shares of common stock, including a stock dividend or stock
split.
(2) Pursuant to Rule 457 of the Securities Act, as amended, based upon the
average of the high and low prices of the Company's Shares as reported on
the New York Stock Exchange on March 17, 2005 ($40.43). Estimated solely
for the purpose of calculating the registration fee pursuant to Rule 457
of the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company, are incorporated as of their
respective dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K filed on February 28, 2005
(File No. 001-10235), for the fiscal year ended December 31, 2004.
B. The Company's Proxy Statement, filed on February 28, 2005.
C. All reports filed by the Company 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.
C. The description of the Shares contained in the Registrant's
Registration Statement on Form 8-A, as filed with the Commission on
April 19, 1996 (File No. 001-10235), which incorporated by reference
the section titled "Description of Capital Stock" contained in
Amendment No. 1 to the Registrant's Registration Statement on Form
S-2 as filed on September 12, 1991 (Registration No. 33-42208) and
the section titled "Description of Notes - Limitation on Restricted
Payments" in Amendment No. 2 to the Company's Registration Statement
on Form S-1 (Registration No. 33-50220) as filed on September 15,
1992.
All documents filed by the Company or by the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such 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 is also or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such
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statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 102(b)(7) of the Delaware General
Corporation law (the "DGCL"), which enables a corporation in its original
certificate of incorporation or an amendment thereto to eliminate or limit the
personal liability of a director for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.
Reference also is made to Section 145 of the DGCL which provides
that a corporation may indemnify any persons, including officers and directors,
who are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer, director,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such officer, director, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the corporation's best interests and, for criminal proceedings, had no
reasonable cause to believe that his or her conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer or
director actually and reasonably incurred.
The Restated Certificate of Incorporation, as amended, and the
Amended and Restated Bylaws of the Company, as amended, provide for
indemnification of officers and directors to the fullest extent permitted by
applicable law.
The Company may enter into contracts with its officers and directors
requiring the Company to indemnify such persons and to advance litigation
expenses to such persons to the fullest extent permitted by applicable law.
Delaware law presently permits a Delaware corporation (i) to indemnify any
officer or director in any third-party or governmental actions against them for
expenses, judgments, fines and amounts paid in settlement and, in derivative
actions, for expenses, if the indemnitee acted in good faith and in the manner
he or she believed to be in or not opposed to the best interest of such
corporation, and (ii) to advance expenses in any action, provided that such
officer or director agrees
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to reimburse the corporation if it is ultimately determined that he or she was
not entitled to indemnification. Such contracts may require the Company to (i)
indemnify such officers and directors upon receipt of an opinion of counsel in
certain cases, (ii) pay indemnity demands pending a determination of entitlement
thereto, and (iii) demonstrate, in any action brought thereunder, that such
officer or director was not entitled to indemnification under applicable law.
The board of directors of the Company may authorize, by a vote of a
majority of a quorum of the board of directors, the Company to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Company would have
the power to indemnify him or her against such liability under the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
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:
a. To include any prospectus required by Section
10(a)(3) of the Securities Act;
b. 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
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
and 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 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
c. To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration
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Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); that are incorporated by reference in this
Registration Statement.
2. That, for the purpose of determining any liability under
the 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 that
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 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 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 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 of 1933, as
amended, 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 Northbrook, state of Illinois, on this 22nd day
of March, 2005.
IDEX CORPORATION
By: /s/ Dominic A. Romeo
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Dominic A. Romeo
Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Lawrence D. Kingsley and Dominic A. Romeo, or either of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and reimbursement, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments or supplements 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 attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing necessary or appropriate to be done
with respect to this Registration Statement or any amendments or supplements
hereto in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ Lawrence D. Kingsley President and Chief Executive March 22, 2005
------------------------ Officer (Principal Executive Officer)
Lawrence D. Kingsley
/s/ Dominic A. Romeo Vice President and
------------------------ Chief Financial Officer March 22, 2005
Dominic A. Romeo (Principal Financial Officer and
Principal Accounting Officer)
/s/ Dennis K. Williams Chairman of the Board of Directors March 22, 2005
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Dennis K. Williams
Signature Title Date
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/s/ Bradley J. Bell Director March 22, 2005
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Bradley J. Bell
/s/ Frank S. Hermance Director March 22, 2005
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Frank S. Hermance
/s/ Gregory B. Kennny Director March 22, 2005
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Gregory B. Kenny
/s/ Paul E. Raether Director March 22, 2005
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Paul E. Raether
/s/ Neil A. Springer Director March 22, 2005
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Neil A. Springer
/s/ Michael T. Tokarz Director March 22, 2005
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Michael T. Tokarz
EXHIBIT INDEX
IDEX CORPORATION
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Latham & Watkins Filed herewith.
23.1 Consent of Independent Auditors Filed herewith.
23.2 Consent of Latham & Watkins Contained in opinion
filed as Exhibit 5.1.
24 Power of Attorney Included on signature
page hereto.