As filed with the Securities and Exchange Commission on February 5, 2004
Commission File 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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WOODWARD GOVERNOR COMPANY
(Exact name of issuer as specified in its charter)
Delaware 36-1984010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5001 North Second Street
Rockford, Illinois 61111
(Address of principal executive offices)
WOODWARD GOVERNOR COMPANY EXECUTIVE BENEFIT PLAN
(Full title of the plan)
John A. Halbrook COPIES OF COMMUNICATIONS TO:
Chairman and Chief Executive Officer Steven L. Clark
5001 North Second Street Chapman and Cutler LLP
Rockford, Illinois 61111 111 West Monroe Street
(815) 877-7441 Chicago, Illinois 60603
(Name, address and telephone (312) 845-3000
number of agent for service)
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Calculation of Registration Fee
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
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Common Stock, $.00875 par value 150,000 $ 58.495 $ 8,774,250 $ 1112
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(1) Estimated pursuant to Rule 457 of the General Rules and Regulations under
the Securities Act of 1933 solely for the purpose of computing the
registration fee.
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents which have been filed with the Commission by
Woodward Governor Company, a Delaware corporation (the "COMPANY"), are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 2003; and
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2003; and
(c) Description of the Common Stock of the Company contained in the
Company's Form A-2 (File No. 2-4446) filed with the Commission on June 28,
1940.
All documents subsequently filed by the Company 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 hereby have been sold or
which deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing such documents.
The Company undertakes to provide without charge to each person to whom a
copy of the Prospectus relating to this Registration Statement has been
delivered, upon the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
such Prospectus by reference, other than exhibits to such documents. Requests
for such copies should be directed to Woodward Governor Company, 5001 North
Second Street, Rockford, Illinois 61111, Attention: Carol J. Manning (815)
877-7441.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL"), sets
forth the conditions and limitations governing the indemnification of officers,
directors, and other persons.
The Certificate of Incorporation and Bylaws of the Company provide for
indemnification by the Company of certain persons (including officers and
directors) in connection with any action, suit or proceeding brought or
threatened against such person by reason of his position with the Company or
service at the request of the Company. The Bylaws further provide that
indemnification shall not be exclusive of any rights to which those indemnified
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 145(g) of the DGCL and Article VII, Section(h) of the Bylaws also
authorize the Company to purchase and maintain insurance on behalf of any
director, officer, employee or agent of the Company against any liability
asserted against or incurred by them in such capacity
or arising out of their status as such whether or not the Company would have the
power to indemnify such director, officer, employee or agent against such
liability under the applicable provisions of the DGCL or the Bylaws. The Company
currently maintains a directors' and officers' liability policy to insure its
liability under the above-described provisions and to insure its individual
directors and officers against certain obligations not covered by such
provisions.
Item 8. Exhibits
See List of Exhibits on page II-7 hereof.
Item 9. Undertakings
(a) The 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, 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;
(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 information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the 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 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 Registrant hereby undertakes that, for the purpose 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 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Rockford, State of Illinois, on January 28, 2004.
WOODWARD GOVERNOR COMPANY
By /S/ JOHN A. HALBROOK
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John A. Halbrook
Chairman and Chief Executive Officer
(Principal executive officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, John A. Halbrook
and Stephen P. Carter and each of them, as his true and lawful attorney-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 documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying, and conforming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
SIGNATURES TITLE DATE
/S/ STEPHEN P. CARTER Vice President, January 28, 2004
--------------------- Chief Financial Officer and
Stephen P. Carter Treasurer
/S/ JOHN D. COHN Director January 28, 2004
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John D. Cohn
SIGNATURES TITLE DATE
/S/ PAUL DONOVAN Director January 28, 2004
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Paul Donovan
/S/ JOHN A. HALBROOK Director January 28, 2004
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John A. Halbrook
/S/ MICHAEL H. JOYCE Director January 28, 2004
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Michael H. Joyce
/S/ RODNEY O'NEAL Director January 28, 2004
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Rodney O'Neal
/S/ MARY L. PETROVICH Director January 28, 2004
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Mary L. Petrovich
/S/ JAMES R. RULSEH Director January 28, 2004
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James R. Rulseh
/S/ MICHAEL T. YONKER Director January 28, 2004
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Michael T. Yonker
PAGE NUMBER IN
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION NUMBERING SYSTEM
4.1 Restated Woodward Governor Company
Executive Benefit Plan Effective January 1, 2004.....
4.2 Woodward Governor Company Deferred Shares
Trust dated February 3, 2003.........................
4.3 First Amendment to Woodward Governor
Company Deferred Shares Trust dated February
6, 2003..............................................
4.4 Specimen Certificate (incorporated by reference
from the Company's Form A-2 (File No. 2-4446)
filed with the Commission on June 28, 1940)..........
5.1 Opinion of Chapman and Cutler LLP regarding
legality of the Securities...........................
23.1 Consent of Chapman and Cutler LLP (included in
Exhibit 5.1).........................................
23.2 Consent of PricewaterhouseCoopers LLP................
25.1 Power of Attorney (set forth on page II-5 of this
Registration Statement)..............................