Registration No.
333-________
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REGAL-BELOIT CORPORATION
|
(Exact name of registrant as specified in its charter)
|
Wisconsin
|
39-0875718
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
200 State Street
|
Beloit, Wisconsin 53511-6254
|
(608) 364-8800
|
(Address, including zip code, and telephone number,
|
including area code, of registrant's principal executive offices)
|
_____________________________________
Paul J. Jones, Esq.
|
|
Vice President, General Counsel and Secretary
|
with a copy to:
|
Regal-Beloit Corporation
|
Benjamin F. Garmer, III, Esq.
|
200 State Street
|
Jay O. Rothman, Esq.
|
Beloit, Wisconsin 53511-6254
|
Foley & Lardner LLP
|
(608) 364-8800
|
777 East Wisconsin Avenue
|
(Name, address, including zip code, and telephone number,
|
Milwaukee, Wisconsin 53202-5306
|
including area code, of agent for service)
|
(414) 271-2400
|
_________________
Approximate
date of commencement of proposed sale to the public:
From time to time after the
effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. |_|
If
any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check
the following box. |X|
If
this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the
same offering. |_|
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If
this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. |X|
If
this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. |_|
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |X|
|
Accelerated filer |_|
|
Non-accelerated filer |_|
|
Smaller reporting company |_|
|
|
(Do not check if a smaller reporting company)
|
_________________
CALCULATION OF REGISTRATION FEE
|
Title of each class of
securities to be registered
|
Amount to be registered/
Proposed maximum offering price per unit/
Proposed maximum offering price
|
Amount of registration fee
|
Debt Securities
|
(1)
|
$0 (1)
|
|
Common Stock, $.01 par value
|
|
Common Stock Purchase Rights (2)
|
|
Warrants
|
|
Stock Purchase Contracts
|
|
Stock Purchase Units
|
|
(1)
|
An
indeterminate aggregate initial offering price or number of the securities of
each identified class is being registered as may from time to time be
offered at indeterminate prices. Separate consideration may or may not be
received for securities that are issuable on exercise, conversion or
exchange of other securities or that are issued in units. In accordance
with Rules 456(b) and 457(r), the Registrant is deferring payment of all
of the registration fee. This registration statement also covers delayed
delivery contracts that may be issued by the Registrant under which the
party purchasing such contracts may be required to purchase debt
securities or common stock. Such contracts may be issued together with the
specific securities to which they relate. In addition, securities
registered hereunder may be sold either separately or as units comprised
of more than one type of security registered hereunder.
|
(2)
|
The
common stock purchase rights are attached to and traded with the shares of
common stock being registered. The value attributable to the common stock
purchase rights, if any, is reflected in the value attributable to the
common stock.
|
Prospectus
Debt Securities
Common
Stock
Warrants
Stock Purchase Contracts
Stock Purchase Units
_________________
We
may offer and sell from time to time our securities in one or more classes or series and
in amounts, at prices and on terms that we will determine at the times of the offerings.
Selling shareholders to be named in a prospectus supplement may offer and sell from time
to time shares of our common stock in such amounts as set forth in a prospectus
supplement. Unless otherwise set forth in a prospectus supplement, we will not receive any
proceeds from the sale of shares of our common stock by any selling shareholders.
This
prospectus describes the general manner in which our securities may be offered using this
prospectus. We will provide specific terms of the securities, including the offering
prices, in one or more supplements to this prospectus. The supplements may also add,
update or change information contained in this prospectus. You should read this prospectus
and the prospectus supplement relating to the specific issue of securities carefully
before you invest.
We
may offer the securities independently or together in any combination for sale directly to
purchasers or through underwriters, dealers or agents to be designated at a future date.
The supplements to this prospectus will provide the specific terms of the plan of
distribution.
Our
common stock is traded on the New York Stock Exchange under the symbol RBC.
Investment
in our securities involves risks. See Risk Factors in our most recent Annual
Report on Form 10-K and in any applicable prospectus supplement and/or other offering
material for a discussion of certain factors which should be considered in an investment
of the securities which may be offered hereby.
_________________
Neither
the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
_________________
The date of this
prospectus is November 12, 2008.
TABLE OF CONTENTS
|
Page
|
About This Prospectus
|
2
|
Cautionary Statement
|
3
|
Regal Beloit Corporation
|
4
|
Selling Shareholders
|
4
|
Use of Proceeds
|
4
|
Ratios of Earnings to Fixed Charges
|
4
|
Description of Debt Securities
|
5
|
Description of Capital Stock
|
6
|
Description of Warrants
|
8
|
Description of Stock Purchase Contracts and Stock Purchase Units
|
9
|
Where You Can Find More Information
|
10
|
Plan of Distribution
|
11
|
Legal Matters
|
14
|
Experts
|
14
|
ABOUT THIS PROSPECTUS
Unless
the context otherwise requires, in this prospectus, Regal Beloit,
company, we, us, our and ours
refer to Regal Beloit Corporation and its subsidiaries.
This
prospectus is part of a registration statement that we filed with the Securities and
Exchange Commission, or SEC, using a shelf registration process. Under this
shelf process, we may, from time to time, sell the securities or combinations of the
securities described in this prospectus in one or more offerings. This prospectus provides
you with a general description of the securities that we may offer and the shares of our
common stock that selling shareholders may offer. Each time we offer securities, we will
provide a prospectus supplement and/or other offering material that will contain specific
information about the terms of that offering. The prospectus supplement and/or other
offering material may also add, update or change information contained in this prospectus.
You should read this prospectus, any prospectus supplement and any other offering material
together with additional information described under the heading Where You Can Find
More Information.
You
should rely only on the information contained or incorporated by reference in this
prospectus and in any prospectus supplement or other offering material. We have not
authorized any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. We are not
making offers to sell or solicitations to buy the securities in any jurisdiction in which
an offer or solicitation is not authorized or in which the person making that offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to make an
offer or solicitation. You should not assume that the information in this prospectus, any
prospectus supplement or any other offering material, or the information we previously
filed with the SEC that we incorporate by reference in this prospectus or any prospectus
supplement, is accurate as of any date other than its respective date. Our business,
financial condition, results of operations and prospects may have changed since those
dates.
-2-
CAUTIONARY STATEMENT
This
prospectus, any supplement to this prospectus and any other offering material, and the
information incorporated by reference in this prospectus or any prospectus supplement and
any other offering material, may contain forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995. Forward-looking statements
represent our managements judgment regarding future events. In many cases, you can
identify forward-looking statements by terminology such as may,
will, plan, expect, anticipate,
estimate, believe, or continue or the negative of
these terms or other similar words. Actual results and events could differ materially and
adversely from those contained in the forward-looking statements due to a number of
factors, including:
|
|
economic
changes in global markets where we do business, such as currency exchange rates,
inflation rates, interest rates, recession, foreign government policies and other
external factors that we cannot control;
|
|
|
unanticipated
fluctuations in commodity prices and raw material costs;
|
|
|
cyclical
downturns affecting the global market for capital goods;
|
|
|
unexpected
issues and costs arising from the integration of acquired companies and businesses;
|
|
|
marketplace
acceptance of new and existing products including the loss of, or a decline in business
from, any significant customers;
|
|
|
the
impact of capital market transactions that we may effect;
|
|
|
the
availability and effectiveness of our information technology systems;
|
|
|
unanticipated
costs associated with litigation matters;
|
|
|
actions
taken by our competitors;
|
|
|
difficulties
in staffing and managing foreign operations; and
|
|
|
other
risks and uncertainties including but not limited to those described in Item 1A-Risk
Factors of our Annual Report on Form 10-K filed on February 27, 2008 and from time to
time in our other reports filed with the SEC.
|
All
subsequent written and oral forward-looking statements attributable to us or to persons
acting on our behalf are expressly qualified in their entirety by the applicable
cautionary statements. The forward-looking statements included in this prospectus, any
supplement to this prospectus and any other offering material are made only as of their
respective dates, and we undertake no obligation to update these statements to reflect
subsequent events or circumstances.
-3-
REGAL BELOIT
CORPORATION
We
are one of the largest global manufacturers of commercial, industrial, and HVAC electric
motors, electric generators and controls, and mechanical motion control products. Many of
our products hold leading market positions in a variety of essential commercial,
industrial and residential applications, and we believe we have one of the most
comprehensive product lines in the markets we serve. We sell our products to a diverse
global customer base using more than 20 recognized brand names through a multi-channel
distribution model to leading original equipment manufacturers, distributors and end users
across many markets.
We
are a Wisconsin corporation and our principal executive offices are located at 200 State
Street, Beloit, Wisconsin 53511. Our telephone number is (608) 364-8800.
SELLING SHAREHOLDERS
We
may register shares of common stock covered by this prospectus for re-offers and resales
by any selling shareholders to be named in a prospectus supplement. Because we are a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933,
which we refer to as the Securities Act, we may add secondary sales of shares
of our common stock by any selling shareholders by filing a prospectus supplement with the
SEC. We may register these shares to permit selling shareholders to resell their shares
when they deem appropriate. A selling shareholder may resell all, a portion or none of
such shareholders shares at any time and from time to time. Selling shareholders may
also sell, transfer or otherwise dispose of some or all of their shares of our common
stock in transactions exempt from the registration requirements of the Securities Act. We
do not know when or in what amounts the selling shareholders may offer shares for sale
under this prospectus and any prospectus supplement. We may pay all expenses incurred with
respect to the registration of the shares of common stock owned by the selling
shareholders, other than underwriting fees, discounts or commissions, which will be borne
by the selling shareholders. We will provide you with a prospectus supplement naming the
selling shareholders, the amount of shares to be registered and sold and any other terms
of the shares of common stock being sold by each selling shareholder.
USE OF PROCEEDS
We
intend to use the net proceeds we receive from the sales of the securities as set forth in
the applicable prospectus supplement and/or other offering material.
RATIOS OF EARNINGS TO
FIXED CHARGES
The
following table presents our ratios of consolidated earnings to fixed charges for the
periods presented.
|
Nine Months Ended
|
Years Ended December 31,
|
|
September 27, 2008
|
2007
|
2006
|
2005
|
2004
|
2003
|
Ratio of consolidated earnings to fixed charges(1)
|
7.62x
|
7.98x
|
8.81x
|
5.55x
|
6.41x
|
5.63x
|
|
(1)
|
For
purposes of calculating the ratios of consolidated earnings to fixed charges,
earnings before taxes, minority interests and fixed charges are divided by fixed charges.
Fixed charges represent interest and the estimated interest
component of rent expense.
|
-4-
DESCRIPTION OF DEBT
SECURITIES
We
may offer debt securities separately, upon exercise of a debt warrant, in connection with
a stock purchase contract or as part of a stock purchase unit from time to time in the
form of one or more series of debt securities. We will set forth in the applicable
prospectus supplement a description of the debt securities that may be offered under this
prospectus. The terms of the offering of securities, the initial offering price and the
net proceeds to us will be contained in the prospectus supplement and/or other offering
material relating to such offering.
-5-
DESCRIPTION OF CAPITAL
STOCK
The
following description is a summary of elements of our capital stock and is subject to and
qualified in its entirety by reference to the more complete descriptions set forth in our
articles of incorporation, our bylaws and our rights agreement, which are incorporated by
reference into this prospectus.
Common Stock
We
are authorized to issue 100,000,000 shares of common stock, $.01 par value. Our common
stock is entitled to such dividends as may be declared from time to time by our board of
directors in accordance with applicable law. Our ability to pay dividends is dependent
upon a number of factors, including our future earnings, capital requirements, general
financial condition, general business conditions and other factors.
Only
the holders of our common stock will be entitled to vote for the election of members to
our board of directors and on all other matters. Holders of our common stock are entitled
to one vote per share of common stock held by them on all matters properly submitted to a
vote of shareholders, subject to Section 180.1150 of the Wisconsin Business Corporation
Law. See Statutory Provisions. Shareholders have no cumulative voting
rights, which means that the holders of shares entitled to exercise more than 50% of the
voting power are able to elect all of the directors to be elected. The affirmative vote of
the majority of the shares of our common stock represented and voted is required for the
election of directors. Our board of directors is divided into three classes, with
staggered terms of three years each.
All
shares of common stock are entitled to participate equally in distributions in
liquidation. Holders of common stock have no preemptive rights to subscribe for or
purchase our shares. There are no conversion rights, sinking fund or redemption provisions
applicable to our common stock. We do not have the authority to issue any shares of
preferred stock.
The
transfer agent for our common stock is Computershare Investor Services (250 Royall Street,
Canton, MA 02021; telephone number (781) 575-2879).
Common Share Purchase
Rights
We
have entered into a rights agreement pursuant to which each outstanding share of our
common stock has attached a right to purchase one-half of one share of our common stock.
Each share of our common stock subsequently issued by us prior to the expiration of the
rights agreement will likewise have attached a right. Under circumstances described below,
the rights will entitle the holder of the rights to purchase additional shares of our
common stock. Unless the context requires otherwise, all references in this prospectus to
our common stock include the accompanying rights.
Currently,
the rights are not exercisable and trade with our common stock. If the rights become
exercisable, then each full right, unless held by a person or group that beneficially owns
more than 15% of our outstanding common stock, will initially entitle the holder to
purchase one-half of one share of our common stock at a purchase price of $60 per full
share, or $30 per half share, subject to adjustment. The rights will become exercisable
only if a person or group has acquired, or announced an intention to acquire, 15% or more
of our outstanding common stock. Under some circumstances, including the existence of a
15% acquiring party, each holder of a right, other than the acquiring party, will be
entitled to purchase at the rights then-current exercise price, shares of our common
stock having a market value of two times the exercise price. If another corporation
acquires us after a party acquires 15% or more of our common stock, then each holder of a
right will be entitled to receive the acquiring corporations common shares having a
market value of two times the exercise price. The rights may be redeemed at a price of
$0.001 until a party acquires 15% or more of our common stock and, after that time, may be
exchanged for one share of our common stock per right until a party acquires 50% or more
of our common stock. The rights expire on January 28, 2010, subject to extension. Under
the rights agreement, our board of directors may reduce the thresholds applicable to the
rights from 15% to not less than 10%. The rights do not have voting or dividend rights
and, until they become exercisable, have no dilutive effect on our earnings.
-6-
The
rights will not be triggered if a person or group becomes a beneficial owner of 15% or
more of our outstanding common stock solely as a result of an acquisition of our common
stock by us, which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such person to 15%.
Certain Anti-Takeover
Provisions
Under
our articles of incorporation, our board of directors is divided into three classes of
directors serving staggered terms of three years each. Each class is to be as nearly equal
in number as possible, with one class being elected each year. Our articles of
incorporation also provide that:
|
|
directors
may be removed from office only for cause and only with the affirmative vote of a
majority of the votes entitled to be cast at an election of directors;
|
|
|
any
vacancy on the board of directors or any newly created directorship may be filled by the
remaining directors then in office, though less than a quorum; and
|
|
|
our
shareholders have no cumulative voting rights, which means that the holders of shares of
our common stock entitled to exercise more than 50% of the voting power are able to elect
all of the directors to be elected.
|
Statutory Provisions
Section
180.1150 of the Wisconsin Business Corporation Law provides that the voting power of
shares of public Wisconsin corporations such as us held by any person or persons acting as
a group in excess of 20% of our voting power is limited to 10% of the full voting power of
those shares, unless full voting power of those shares has been restored pursuant to a
vote of shareholders. Sections 180.1140 to 180.1144 of the Wisconsin Business Corporation
Law contain some limitations and special voting provisions applicable to specified
business combinations involving Wisconsin corporations such as us and a significant
shareholder, unless the board of directors of the corporation approves the business
combination or the shareholders acquisition of shares before these shares are
acquired. Similarly, Sections 180.1130 to 180.1133 of the Wisconsin Business Corporation
Law contain special voting provisions applicable to some business combinations involving
public Wisconsin corporations, unless specified minimum price and procedural requirements
are met. Following commencement of a takeover offer, Section 180.1134 of the Wisconsin
Business Corporation Law imposes special voting requirements on share repurchases effected
at a premium to the market and on asset sales by the corporation, unless, as it relates to
the potential sale of assets, the corporation has at least three independent directors and
a majority of the independent directors vote not to have the provision apply to the
corporation.
-7-
DESCRIPTION OF WARRANTS
We
may issue warrants for the purchase of debt securities, common stock or other securities.
Warrants may be issued independently or together with debt securities or common stock
offered by any prospectus supplement and/or other offering material and may be attached to
or separate from any such offered securities. Each series of warrants will be issued under
a separate warrant agreement to be entered into between us and a bank or trust company, as
warrant agent, all as will be set forth in the prospectus supplement and/or other offering
material relating to the particular issue of warrants. The warrant agent will act solely
as our agent in connection with the warrants and will not assume any obligation or
relationship of agency or trust for or with any holders of warrants or beneficial owners
of warrants.
The
following summary of certain provisions of the warrants does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, all provisions of the
warrant agreements.
Reference
is made to the prospectus supplement and/or other offering material relating to the
particular issue of warrants offered pursuant to such prospectus supplement and/or other
offering material for the terms of and information relating to such warrants, including,
where applicable:
|
|
the
designation, aggregate principal amount, currencies, denominations and terms of the
series of debt securities purchasable upon exercise of warrants to purchase debt
securities and the price at which such debt securities may be purchased upon such
exercise;
|
|
|
the
number of shares of common stock purchasable upon the exercise of warrants to purchase
common stock and the price at which such number of shares of common stock may be
purchased upon such exercise;
|
|
|
the
designation and number of units of other securities purchasable upon the exercise of
warrants to purchase other securities and the price at which such number of units of such
other securities may be purchased upon such exercise;
|
|
|
the
date on which the right to exercise such warrants shall commence and the date on which
such right shall expire;
|
|
|
U.S.
federal income tax consequences applicable to such warrants;
|
|
|
the
amount of warrants outstanding as of the most recent practicable date; and
|
|
|
any
other terms of such warrants.
|
Warrants
will be issued in registered form only. The exercise price for warrants will be subject to
adjustment in accordance with the applicable prospectus supplement and/or other offering
material.
Each
warrant will entitle the holder thereof to purchase such principal amount of debt
securities or such number of shares of common stock or other securities at such exercise
price as shall in each case be set forth in, or calculable from, the prospectus supplement
and/or other offering material relating to the warrants, which exercise price may be
subject to adjustment upon the occurrence of certain events as set forth in such
prospectus supplement and/or other offering material. After the close of business on the
expiration date, or such later date to which such expiration date may be extended by us,
unexercised warrants will become void. The place or places where, and the manner in which,
warrants may be exercised shall be specified in the prospectus supplement and/or other
offering material relating to such warrants.
Prior
to the exercise of any warrants to purchase debt securities, common stock or other
securities, holders of such warrants will not have any of the rights of holders of debt
securities, common stock or other securities, as the case may be, purchasable upon such
exercise, including the right to receive payments of principal of, premium, if any, or
interest, if any, on the debt securities purchasable upon such exercise or to enforce
covenants in the applicable Indenture, or to receive payments of dividends, if any, on the
common stock purchasable upon such exercise, or to exercise any applicable right to vote.
-8-
DESCRIPTION OF STOCK
PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We
may issue stock purchase contracts, including contracts obligating holders to purchase
from us, and obligating us to sell to the holders, a specified number of shares of common
stock or other securities at a future date or dates, which we refer to in this prospectus
as stock purchase contracts. The price per share of the securities and the
number of shares of the securities may be fixed at the time the stock purchase contracts
are issued or may be determined by reference to a specific formula set forth in the stock
purchase contracts. The stock purchase contracts may be issued separately or as part of
units consisting of a stock purchase contract and debt securities, warrants, other
securities or debt obligations of third parties, including U.S. treasury securities,
securing the holders obligations to purchase the securities under the stock purchase
contracts, which we refer to herein as stock purchase units. The stock
purchase contracts may require holders to secure their obligations under the stock
purchase contracts in a specified manner. The stock purchase contracts also may require us
to make periodic payments to the holders of the stock purchase units or vice versa, and
those payments may be unsecured or refunded on some basis.
The
stock purchase contracts, and, if applicable, collateral or depositary arrangements,
relating to the stock purchase contracts or stock purchase units, will be filed with the
SEC in connection with the offering of stock purchase contracts or stock purchase units.
The prospectus supplement and/or other offering material relating to a particular issue of
stock purchase contracts or stock purchase units will describe the terms of those stock
purchase contracts or stock purchase units, including the following:
|
|
if
applicable, a discussion of material U.S. federal income tax considerations; and
|
|
|
any
other information we think is important about the stock purchase contracts or the stock
purchase units.
|
-9-
WHERE YOU CAN FIND
MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with
the SEC. We also filed a registration statement on Form S-3, including exhibits, under the
Securities Act of 1933 with respect to the securities offered by this prospectus. This
prospectus is a part of the registration statement, but does not contain all of the
information included in the registration statement or the exhibits. You may read and copy
the registration statement and any other document that we file at the SECs public
reference room at 100 F Street, N.E., Washington D.C. 20549. You can call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference room. You
can also find our public filings with the SEC on the internet at a web site maintained by
the SEC located at http://www.sec.gov.
We
are incorporating by reference specified documents that we file with the SEC,
which means:
|
|
incorporated
documents are considered part of this prospectus;
|
|
|
we
are disclosing important information to you by referring you to those documents; and
|
|
|
information
we file with the SEC will automatically update and supersede information contained in
this prospectus.
|
We
incorporate by reference the documents listed below and any future filings we make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus and before the end of the offering of the securities
pursuant to this prospectus:
|
|
our
Annual Report on Form 10-K for the year ended December 29, 2007;
|
|
|
our
Quarterly Reports on Form 10-Q for the quarters ended March 29, June 28 and September 27,
2008;
|
|
|
our
Current Report on Form 8-K dated June 16, 2008; and
|
|
|
the
description of our common stock and common stock purchase rights contained in our
Registration Statement on Form 8-A, filed January 18, 2005, and any amendment or report
updating that description.
|
Information
in this prospectus supersedes related information in the documents listed above, and
information in subsequently filed documents supersedes related information in both this
prospectus and the incorporated documents.
We
will promptly provide, without charge to you, upon written or oral request, a copy of any
or all of the documents incorporated by reference in this prospectus, other than exhibits
to those documents, unless the exhibits are specifically incorporated by reference in
those documents. Requests should be directed to:
Corporate Secretary
Regal
Beloit Corporation
200 State Street
Beloit, WI 53511
(608) 364-8800
You
can also find these filings on our website at
www.regal-beloit.com
. We are not
incorporating the information on our website other than these filings into this
prospectus.
-10-
PLAN OF DISTRIBUTION
We
may sell our securities, and any selling shareholder may sell shares of our
common stock, in any one or more of the following ways from time to time:
(i) through agents; (ii) to or through underwriters; (iii) through brokers
or dealers; (iv) directly by us or any selling shareholders to purchasers, including
through a specific bidding, auction or other process; or (v) through a combination of
any of these methods of sale. The applicable prospectus supplement and/or other offering
material will contain the terms of the transaction, name or names of any underwriters,
dealers, agents and the respective amounts of securities underwritten or purchased by
them, the initial public offering price of the securities, and the applicable agents
commission, dealers purchase price or underwriters discount. Any selling
shareholders, dealers and agents participating in the distribution of the securities may
be deemed to be underwriters, and compensation received by them on resale of the
securities may be deemed to be underwriting discounts. Additionally, because selling
shareholders may be deemed to be underwriters within the meaning of
Section 2(11) of the Securities Act, selling shareholders may be subject to the
prospectus delivery requirements of the Securities Act.
Any
initial offering price, dealer purchase price, discount or commission may be changed from
time to time.
The
securities may be distributed from time to time in one or more transactions, at negotiated
prices, at a fixed price or fixed prices (that may be subject to change), at market prices
prevailing at the time of sale, at various prices determined at the time of sale or at
prices related to prevailing market prices.
Offers
to purchase securities may be solicited directly by us or any selling shareholder or by
agents designated by us from time to time. Any such agent may be deemed to be an
underwriter, as that term is defined in the Securities Act, of the securities so offered
and sold.
If
underwriters are utilized in the sale of any securities in respect of which this
prospectus is being delivered, such securities will be acquired by the underwriters for
their own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying prices
determined by the underwriters at the time of sale. Securities may be offered to the
public either through underwriting syndicates represented by managing underwriters or
directly by one or more underwriters. If any underwriter or underwriters are utilized in
the sale of securities, unless otherwise indicated in the applicable prospectus supplement
and/or other offering material, the obligations of the underwriters are subject to certain
conditions precedent, and that the underwriters will be obligated to purchase all such
securities if any are purchased.
If
a dealer is utilized in the sale of the securities in respect of which this prospectus is
delivered, we will sell such securities, and any selling shareholder will sell shares of
our common stock to the dealer, as principal. The dealer may then resell such securities
to the public at varying prices to be determined by such dealer at the time of resale.
Transactions through brokers or dealers may include block trades in which brokers or
dealers will attempt to sell shares as agent but may position and resell as principal to
facilitate the transaction or in crosses, in which the same broker or dealer acts as agent
on both sides of the trade. Any such dealer may be deemed to be an underwriter, as such
term is defined in the Securities Act, of the securities so offered and sold. In addition,
any selling shareholder may sell shares of our common stock in ordinary brokerage
transactions or in transactions in which a broker solicits purchases.
Offers
to purchase securities may be solicited directly by us or any selling shareholder and the
sale thereof may be made by us or any selling shareholder directly to institutional
investors or others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale thereof.
Any
selling shareholders may also resell all or a portion of their shares of our common stock
in transactions exempt from the registration requirements of the Securities Act in
reliance upon Rule 144 under the Securities Act provided they meet the criteria and
conform to the requirements of that rule, Section 4(1) of the Securities Act or other
applicable exemptions, regardless of whether the securities are covered by the
registration statement of which this prospectus forms a part.
-11-
If
so indicated in the applicable prospectus supplement and/or other offering material, we or
any selling shareholder may authorize agents and underwriters to solicit offers by certain
institutions to purchase securities from us or any selling shareholder at the public
offering price set forth in the applicable prospectus supplement and/or other offering
material pursuant to delayed delivery contracts providing for payment and delivery on the
date or dates stated in the applicable prospectus supplement and/or other offering
material. Such delayed delivery contracts will be subject only to those conditions set
forth in the applicable prospectus supplement and/or other offering material.
Agents,
underwriters and dealers may be entitled under relevant agreements with us or any selling
shareholder to indemnification by us against certain liabilities, including liabilities
under the Securities Act, or to contribution with respect to payments which such agents,
underwriters and dealers may be required to make in respect thereof. The terms and
conditions of any indemnification or contribution will be described in the applicable
prospectus supplement and/or other offering material. We may pay all expenses incurred
with respect to the registration of the shares of common stock owned by any selling
shareholders, other than underwriting fees, discounts or commissions, which will be borne
by the selling shareholders.
We
or any selling shareholder may also sell shares of our common stock through various
arrangements involving mandatorily or optionally exchangeable securities, and this
prospectus may be delivered in connection with those sales.
We
or any selling shareholder may enter into derivative, sale or forward sale transactions
with third parties, or sell securities not covered by this prospectus to third parties in
privately negotiated transactions. If
the applicable prospectus supplement and/or other offering material indicates, in
connection with those transactions, the third parties may sell securities covered by this
prospectus and the applicable prospectus supplement and/or other offering material,
including in short sale transactions and by issuing securities not covered by this
prospectus but convertible into, or exchangeable for or representing beneficial interests
in such securities covered by this prospectus, or the return of which is derived in whole
or in part from the value of such securities. The third parties may use securities
received under derivative, sale or forward sale transactions, or securities pledged by us
or any selling shareholder or borrowed from us, any selling shareholder or others to
settle those sales or to close out any related open borrowings of stock, and may use
securities received from us or any selling shareholder in settlement of those transactions
to close out any related open borrowings of stock. The third party in such sale
transactions will be an underwriter and will be identified in the applicable prospectus
supplement (or a post-effective amendment) and/or other offering material.
Additionally,
any selling shareholder may engage in hedging transactions with broker-dealers in
connection with distributions of shares or otherwise. In those transactions,
broker-dealers may engage in short sales of shares in the course of hedging the positions
they assume with such selling shareholder. Any selling shareholder also may sell shares
short and redeliver shares to close out such short positions. Any selling shareholder may
also enter into option or other transactions with broker-dealers which require the
delivery of shares to the broker-dealer. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. Any selling shareholder also may loan or
pledge shares, and the borrower or pledgee may sell or otherwise transfer the shares so
loaned or pledged pursuant to this prospectus. Such borrower or pledgee also may transfer
those shares to investors in our securities or the selling shareholders securities
or in connection with the offering of other securities not covered by this prospectus.
Underwriters,
broker-dealers or agents may receive compensation in the form of commissions, discounts or
concessions from us or any selling shareholder. Underwriters, broker-dealers or agents may
also receive compensation from the purchasers of shares for whom they act as agents or to
whom they sell as principals, or both. Compensation as to a particular underwriter,
broker-dealer or agent might be in excess of customary commissions and will be in amounts
to be negotiated in connection with transactions involving shares. In effecting sales,
broker-dealers engaged by us or any selling shareholder may arrange for other
broker-dealers to participate in the resales.
Each
series of securities will be a new issue and, other than the common stock, which is listed
on the New York Stock Exchange, will have no established trading market. We may elect to
list any series of securities on an exchange, and in the case of the common stock, on
any additional exchange, but, unless otherwise specified in the applicable prospectus
supplement and/or other offering material, we shall not be obligated to do so. No
assurance can be given as to the liquidity of the trading market for any of the
securities.
-12-
Agents,
underwriters and dealers may engage in transactions with, or perform services for us or
any selling shareholder and our respective subsidiaries in the ordinary course of
business.
Any
underwriter may engage in overallotment, stabilizing transactions, short covering
transactions and penalty bids in accordance with Regulation M under the Securities
Exchange Act of 1934. Overallotment involves sales in excess of the offering size, which
create a short position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum. Short covering
transactions involve purchases of the securities in the open market after the distribution
is completed to cover short positions. Penalty bids permit the underwriters to reclaim a
selling concession from a dealer when the securities originally sold by the dealer are
purchased in a covering transaction to cover short positions. Those activities may cause
the price of the securities to be higher than it would otherwise be. If commenced, the
underwriters may discontinue any of the activities at any time. An underwriter may carry
out these transactions on the New York Stock Exchange, in the over-the-counter market or
otherwise.
The
place and time of delivery for securities will be set forth in the accompanying prospectus
supplement and/or other offering material for such securities.
-13-
LEGAL MATTERS
The
validity of the securities offered by this prospectus will be passed upon for us by Foley
& Lardner LLP. The validity of the securities offered by this prospectus will be
passed upon for any underwriters or agents by counsel named in the applicable prospectus
supplement. The opinions of Foley & Lardner LLP and counsel for any underwriters or
agents may be conditioned upon and may be subject to assumptions regarding future action
required to be taken by us and any underwriters, dealers or agents in connection with the
issuance of any securities. The opinions of Foley & Lardner LLP and counsel for any
underwriters or agents may be subject to other conditions and assumptions, as indicated in
the prospectus supplement.
EXPERTS
The
consolidated financial statements and the related consolidated financial statement
schedule incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended December 29, 2007, and the effectiveness of our internal control over
financial reporting have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports, which are incorporated
herein by reference, which reports (1) express an unqualified opinion on the consolidated
financial statements and consolidated financial statement schedule and include an
explanatory paragraph referring to our adoption of Financial Accounting Standards Board,
or FASB, Statement No. 123(R),
Share-Based Payment, FASB Statement No. 158, Employers Accounting
for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB
Statements No. 87, 88, 106 and 132(R)
, and FASB Interpretation No. 48,
Accounting
for Uncertainty in Income Taxes
, and (2) express an unqualified opinion on the
effectiveness of internal control over financial reporting. Such consolidated financial
statements and consolidated financial statement schedule have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
-14-
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
Item 14. Other Expenses
of Issuance and Distribution.
The
aggregate estimated expenses, other than underwriting discounts and commissions, in
connection with the sale of the securities being registered hereby are currently
anticipated to be as follows (all amounts are estimated). All expenses of the offering
will be paid by Regal Beloit Corporation (the Company).
|
Amount
|
Securities and Exchange Commission registration fee
|
|
|
$
|
(1)
|
|
Printing expenses
|
|
|
|
(2)
|
|
Legal fees and expenses
|
|
|
|
(2)
|
|
Accounting fees and expenses
|
|
|
|
(2)
|
|
Miscellaneous (including any applicable listing fees, rating agency fees,
|
|
|
trustee and transfer agents fees and expenses)
|
|
|
|
(2)
|
|
|
|
|
Total
|
|
|
$
|
|
|
|
|
|
(1)
|
Deferred
in accordance with Rules 456(b) and 457(r) under the Securities Act of
1933.
|
(2)
|
The
amount of securities and number of offerings are indeterminable, and the
expenses cannot be estimated at this time.
|
Item 15. Indemnification
of Directors and Officers.
Article
IX of the Companys Amended and Restated Bylaws, requires that the Company shall, to
the fullest extent permitted or required by Sections 180.0850 to 180.0859, inclusive, of
the Wisconsin Business Corporation Law, including any amendments thereto (but in the case
of any such amendment, only to the extent such amendment permits or requires the
corporation to provide broader indemnification rights than prior to such amendment),
indemnify its Directors and Officers against any and all liabilities, and pay or reimburse
any and all properly documented reasonable expenses, incurred thereby in any proceedings
to which any such Director or Officer is a party because he or she is or was a Director or
Officer of the Company. The Company shall also indemnify an employee who is not a Director
or Officer, to the extent that the employee has been successful on the merits or otherwise
in defense of a proceeding, for all expenses incurred in the proceeding if the employee
was a party because he or she is or was an employee of the Company. The rights to
indemnification granted under the Bylaws shall not be deemed exclusive of any other rights
to indemnification against liabilities or the allowance of expenses which a Director,
Officer or employee (or such other person) may be entitled under any written agreement,
Board resolution, vote of shareholders of the Company, the Wisconsin Business Corporation
Law or otherwise. The Company may, but shall not be required to, supplement the foregoing
rights to indemnification against liabilities and allowance of expenses under this
paragraph by the purchase of insurance on behalf of any one or more of such Directors,
Officers or employees, whether or not the Company would be required or permitted to
indemnify or allow expenses to such Director, Officer or employee. All capitalized terms
used in this paragraph and not otherwise defined herein shall have the meaning set forth
in Section 180.0850 of the Wisconsin Business Corporation Law.
The
Company maintains a liability insurance policy for its Directors and Officers as permitted
by Wisconsin law, which may extend to, among other things, liability arising under the
Securities Act of 1933, as amended.
The
general effect of the foregoing provisions may be to reduce the circumstances in which an
officer or director may be required to bear the economic burden of the foregoing
liabilities and expense.
II-1
Item 16. Exhibits and
Financial Statement Schedules.
The
exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference
as part of this Registration Statement.
Item 17. Undertakings.
The
undersigned Registrant hereby undertakes:
|
(a) 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;
|
|
(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 20 percent change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee table in
the effective registration statement; and
|
|
(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 (i), (ii) and (iii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Securities and Exchange Commission (Commission)
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
|
|
(b) That,
for the purpose of determining any liability under the Securities Act of
1933, 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.
|
|
(c) 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.
|
|
(d) That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
|
|
(i) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
|
|
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x)
for the purpose of providing the information required by Section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Provided, however
,
that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date.
|
II-2
|
(e) That,
for the purpose of determining liability of the Registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
|
|
(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating
to the offering required to be filed pursuant to Rule 424;
|
|
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of
the undersigned Registrant or used or referred to by the undersigned
Registrant;
|
|
(iii) The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant; and
|
|
(iv) Any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
|
The
undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of its annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plans annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 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 issue 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 of 1933 and will be governed by the final adjudication of such issue.
The
undersigned Registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Trust Indenture Act.
II-3
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-3
and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Beloit, State of Wisconsin, on this
12
th
day of November, 2008.
|
|
|
REGAL BELOIT CORPORATION
|
|
By:
/s/ Henry W. Knueppel
|
|
Henry W. Knueppel
|
|
Chairman and Chief Executive Officer
|
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. Each person
whose signature appears below constitutes and appoints David A. Barta and Paul J. Jones,
and each of them individually, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and revocation, for him or her and in his or her 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
or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by
virtue hereof.
Signature
|
Title
|
Date
|
/s/ Henry W. Knueppel
|
Chairman, Chief Executive Officer and
|
November 12, 2008
|
Henry W. Knueppel
|
Director (Principal Executive Officer)
|
/s/ Mark J. Gliebe
|
President, Chief Operating Officer
|
November 12, 2008
|
Mark J. Gliebe
|
and Director
|
/s/ David A. Barta
|
Vice President and Chief Financial
|
November 12, 2008
|
David A. Barta
|
Officer (Principal Financial and
|
|
Accounting Officer)
|
/s/ Christopher L. Doerr
|
Director
|
November 12, 2008
|
Christopher L. Doerr
|
/s/ Thomas J. Fischer
|
Director
|
November 12, 2008
|
Thomas J. Fischer
|
/s/ Dean A. Foate
|
Director
|
November 12, 2008
|
Dean A. Foate
|
/s/ G. Frederick Kasten, Jr.
|
Director
|
November 12, 2008
|
G. Frederick Kasten, Jr.
|
/s/ Rakesh Sachdev
|
Director
|
November 12, 2008
|
Rakesh Sachdev
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Carol N. Skornicka
|
Director
|
November 12, 2008
|
Carol N. Skornicka
|
/s/ Curtis W. Stoelting
|
Director
|
November 12, 2008
|
Curtis W. Stoelting
|
S-2
EXHIBIT INDEX
Exhibit
|
|
Number
|
Document Description
|
(1)
|
Form
of Underwriting Agreement.*
|
(4.1)
|
Articles
of Incorporation of Regal Beloit Corporation, as amended through April 20, 2007.
[Incorporated by reference to Exhibit 3.1 to Regal Beloit Corporations
Current Report on Form 8-K dated April 20, 2007 (File No. 001-07283)]
|
(4.2)
|
Amended
and Restated Bylaws of Regal Beloit Corporation. [Incorporated by reference to Exhibit
3.2 to Regal Beloit Corporations Current Report on Form 8-K dated April
20, 2007 (File No. 001-07283)]
|
(4.3)
|
Indenture,
dated April 5, 2004, between Regal Beloit Corporation and U.S. Bank National Association,
as Trustee. [Incorporated by reference to Exhibit 4.3 to Regal Beloit
Corporations Registration Statement on Form S-3 filed on June 21, 2004
(Reg. No. 333-116706)]
|
(4.4)
|
First
Supplemental Indenture, dated December 9, 2004, between Regal Beloit Corporation and U.S.
Bank National Association, as Trustee. [Incorporated by reference to
Exhibit 4 to Regal Beloit Corporations Current Report on Form 8-K filed
on December 14, 2004 (File No. 001-07283)]
|
(4.5)
|
Rights
Agreement, dated as of January 28, 2000, between Regal Beloit Corporation and BankBoston,
N.A. [Incorporated by reference to Exhibit 4.1 to Regal Beloit
Corporations Registration Statement on Form 8-A filed January 31, 2000
(File No. 001-07283)]
|
(4.6)
|
First
Amendment to Rights Agreement, effective as of June 11, 2002, between Regal Beloit
Corporation and BankBoston, N.A. [Incorporated by reference to Exhibit
4.6 to Regal Beloit Corporations Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002 (File No. 001-07283)]
|
(4.7)
|
Second
Amendment to Rights Agreement, dated as of November 12, 2004, between Regal Beloit
Corporation and EquiServe Trust Company, N.A. [Incorporated by reference
to Exhibit 4.3 to Regal Beloit Corporations Registration Statement on
Form 8-A/A filed on November 18, 2004 (File No. 001-07283)]
|
(4.8)
|
Third
Amendment to Rights Agreement, dated as of December 31, 2004, between Regal Beloit
Corporation and EquiServe Trust Company, N.A. [Incorporated by reference
to Exhibit 4.4 to Regal Beloit Corporations Registration Statement on
Form 8-A/A filed on January 6, 2005 (File No. 001-07283)]
|
(4.10)
|
Form
of Senior Debt Securities.*
|
(4.12)
|
Form
of Warrant Agreement.*
|
(4.13)
|
Form
of Stock Purchase Contract.*
Pursuant to Item 601(b)(4)(iii) of
Regulation S-K, the Company agrees to furnish to the Securities and
Exchange Commission, upon request, any instrument defining the rights of
holders of long-term debt that is not filed as an exhibit to this
Registration Statement.
|
(5)
|
Opinion
of Foley & Lardner LLP (including consent of counsel).
|
(12)
|
Computation
of Ratio of Earnings to Fixed Charges.
|
(23.1)
|
Consent
of Foley & Lardner LLP (filed as part of Exhibit (5)).
|
Exhibit
|
|
Number
|
Document Description
|
(23.2)
|
Consent
of Deloitte & Touche LLP.
|
(24)
|
Powers
of Attorney (included on the signature page to this Registration Statement).
|
(25)
|
Form
T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939.**
|
*
|
To
be filed by amendment or under subsequent Current Report on Form 8-K.
|
**
|
To
be filed in accordance with the requirements of Section 305(b)(2) of the Trust
Indenture Act of 1939 and Rule 5b-3 thereunder.
|
RBC Bearings (NYSE:RBC)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
RBC Bearings (NYSE:RBC)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024