Eastern Co – ‘S-8’ on 2/7/97

As of:  Friday, 2/7/97   ·   Effective:  2/7/97   ·   Accession #:  31107-97-2   ·   File #:  333-21351

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           10±    46K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4        Instrument Defining the Rights of Security Holders     5±    21K 
 3: EX-5        Opinion re: Legality                                   2±     9K 
 4: EX-23       Consent of Experts or Counsel                          1      6K 
 5: EX-99       Miscellaneous Exhibit                                  7±    35K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

As filed with the Securities and Exchange Commission on February 7, 1997.       

                         Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION      
Washington, D.C.  20549     

FORM S-8      
REGISTRATION STATEMENT UNDER    
THE SECURITIES ACT OF 1933    

THE EASTERN COMPANY   
(Exact name of registrant as specified in its charter)  

Connecticut                               06-0330020                      
(State or other jurisdiction                (I.R.S. employer                    
of incorporation or organization)           identification number)              

112 Bridge Street, Naugatuck, Connecticut          06770                        
(Address of principal executive offices)         (Zip code)                     

THE EASTERN COMPANY DIRECTORS FEE PROGRAM   
(Full title of the plan)      

Richard L. Emerson, Esq.    
John V. Galiette, Esq.    
Gager & Peterson  
One Exchange Place  
P.O. Box 2480   
Waterbury, Connecticut 06722-2480 
(203) 597-5100    
 (Name, address, including zip code, and telephone number,
  including area code of agents for service)

CALCULATION OF REGISTRATION FEE   

Title of                     Proposed           Proposed maximum                
securities    Amount         maximum offering   aggregate        Amount of      
to be         to be          price              offering         registration   
registered    registered (1) per share (1)      price (1)        fee (2)        

Common stock   75,000        $ 12.6875          $951,563         $288.35        

(1)   These amounts have been estimated solely for the purpose of         
calculating the registration fee.  Pursuant to Rule 457(c) and (h) under the    
Securities Act of 1933, as amended, these amounts have been computed on the     
basis of the exercise price of options, where known, and where such exercise    
price is not known or restricted stock has been awarded, on the basis of the    
average of the bid and ask prices of the Registrant's Common Stock as traded    
on the American Stock Exchange.                                                 

(2)   The registration fee equals one thirty-third of one percent of      
$12.6875, the average of the bid and ask prices of the Registrant's Common    
Stock on February 6, 1997, multiplied by 75,000, a good faith estimate of       
the aggregate number of shares of Common Stock of the Registrant to be issued   
pursuant to the Program.                                                        

PART II                                                                   

   INFORMATION REQUIRED IN THE
    REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.                              

The following documents which have been filed by The Eastern              
Company, a Connecticut corporation (the "Registrant"), with the                 
Securities and Exchange Commission (the "Commission") are                       
incorporated herein by reference:                                               

(a)   The Registrant's Annual Report on Form 10-K for               
the fiscal year ended December 30, 1995.                                        

(b)   The Registrant's Quarterly Reports on Form 10-Q               
for the fiscal quarters ended March 30, 1996, June 29, 1996 and                 
September 28, 1996.                                                             

(c)   The description of the Registrant's Common Stock              
contained on pages 17 and 18 of the Registrant's Form S-8,                      
Registration No. 33-29452, relating to The Eastern Company                      
Incentive Stock Option Plan and The Eastern Company 1989                        
Executive Stock Incentive Plan filed pursuant to the Securities                 
Act of 1933, as amended (the "Securities Act"), and any                         
amendments updating such description filed with the Commission.                 

(d)   The description of the Registrant's Common Stock              
contained in the Registrant's registration statement filed                      
pursuant to Section 12(b) of the Securities Exchange Act of 1934,               
as amended (the "Exchange Act"), and any amendments updating such               
description filed with the Commission.                                          

All documents subsequently filed by the Registrant                  
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, shall be deemed               
to be incorporated by reference in this Registration Statement                  
and to be a part hereof from the date of filing of such                         
documents.  Any statement contained in the documents incorporated               
or deemed 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 also is incorporated                
or deemed to be incorporated by reference herein modifies or                    
supersedes such statement.  Any such statement so modified or                   
superseded shall not be deemed, except as so modified or                        
superseded, to constitute a part of this Registration Statement.                

 -2-

Item 4.   Description of Securities.                                            

Not applicable.                                                     

Item 5.   Interests of Named Experts and Counsel.                               

The consolidated financial statements of The Eastern Company              
incorporated by reference in this Registration Statement have                   
been audited by Ernst & Young LLP, independent auditors, to the                 
extent indicated in their report thereon which is also                          
incorporated by reference herein.  Such financial statements have               
been incorporated herein by reference in reliance on such report                
given on the authority of such firm as experts in accounting and                
auditing.                                                                       

The validity of the issuance of the shares of common stock                
offered hereby will be passed upon for the Registrant by Gager &                
Peterson, Waterbury, Connecticut.                                               

Item 6.   Indemnification of Directors and Officers.                            

Section 33-370 et seq. of the Connecticut General Statutes                
provides for permissive indemnification, mandatory                              
indemnification and court-ordered indemnification of directors.                 

(A)   A corporation may indemnify a director against                      
liability incurred in a pending, threatened or completed action,                
suit or proceeding if:  (1) he conducted himself in good faith;                 
and (2) he reasonably believed (a) in the case of conduct in his                
official capacity with the corporation, that his conduct was in                 
its best interests, and (b) in all other cases, that his conduct                
was at least not opposed to its best interests; and (3) in the                  
case of any criminal proceeding, that he had no reasonable cause                
to believe that his conduct was unlawful.                                       

A corporation may not indemnify a director unless a                       
determination has been made that indemnification of the director                
is permissible because the director has met the applicable                      
standard of conduct.  This determination must be made either:                   
(1) by a majority vote of the members of the board of directors                 
who are not parties to the proceeding; or (2) if a quorum cannot                
be obtained, by a majority vote of a committee which is composed                
of two or more directors who are not parties to the proceeding                  
and which is designated by vote of the directors who are not                    
parties to the proceeding; or (3) by special legal counsel                      
selected by the directors or a committee of directors who are not               
parties to the proceeding (or by the full board if a quorum of                  
directors not involved in the proceeding cannot be obtained); or                
(4) by vote of the shareholders (although shares owned by                       
directors who are parties to the proceeding cannot vote).                       

-3- 

Notwithstanding the above, however, a corporation may not                 
indemnify a director:  (1) in connection with a proceeding by or                
in the right of the corporation if the director was adjudged                    
liable to the corporation; or (2) in connection with any other                  
proceeding charging improper personal benefit to him, whether or                
not involving action in his official capacity, in which he was                  
adjudged liable on the basis that personal benefit was improperly               
received by him.                                                                

Any indemnification permitted in connection with a                        
proceeding by or in the right of the corporation is limited to                  
reasonable expenses incurred by the director in connection with                 
the proceeding.  A corporation may advance reasonable expenses                  
incurred by a director in connection with a proceeding if:  (1)                 
the director furnishes the corporation with a written affirmation               
of his good faith belief that he has met the standard of conduct                
for receiving indemnification; (2) the director furnishes the                   
corporation with a written undertaking to repay any advances if                 
it is ultimately determined that he did not meet the standard of                
conduct; and (3) the corporation determines that the facts then                 
known do not preclude indemnification.                                          

(B)   Unless limited by its article of incorporation, a                   
corporation shall indemnify a director who was wholly successful,               
on the merits or otherwise, in the defense of any proceeding                    
against reasonable expenses incurred by him in connection with                  
the proceeding.                                                                 

(C)   Unless a corporation's articles of incorporation                    
provide otherwise, a court may order a corporation to indemnify a               
director if the director applies to the court for indemnification               
and the court determines that:  (1) the director is entitled to                 
mandatory indemnification; or (2) the director is fairly and                    
reasonably entitled to indemnification in view of all of the                    
relevant circumstances, whether or not he met the standard of                   
conduct for permissive indemnification or was adjudged liable to                
the corporation.  However, if he was adjudged liable to the                     
corporation, his indemnification will be limited to only the                    
reasonable expenses incurred.                                                   

The rules which apply above relating to the indemnification               
of directors also apply to officers who are not directors of the                
corporation.  In addition, a corporation may indemnify and                      
advance expenses to an officer, employee or agent who is not a                  
director to the extent, consistent with public policy, that is                  
permitted by its articles of incorporation, bylaws, general or                  
specific action of its board of directors, or contract.                         

Article Tenth of the Registrant's certificate of                          
incorporation and Section 33-636(b)(4) of the Connecticut General               
Statutes limit the personal liability of the Registrant's                       
directors to the Registrant or its shareholders for monetary                    

-4-   

damages for any failure on the part of the directors to exercise                
the requisite degree of care in fulfilling their duties and                     
responsibilities in their capacity as directors.  However, the                  
protection does not extend to acts or omissions of the directors                
that involve a knowing and culpable violation of law, enable the                
director or an associate to receive an improper personal economic               
gain, show a lack of good faith and a conscious disregard for the               
duty of the director of the corporation under circumstances in                  
which the director was aware that his conduct or omission created               
an unjustifiable risk of serious injury to the corporation,                     
constitute a sustained and unexcused pattern of inattention                     
amounting to an abdication of the director's duty to the                        
corporation, or involve unlawful distributions to the director.                 

The Registrant's by-laws also require the indemnification of              
the Registrant's directors and officers.  Article VII, Section 7                
of the by-laws provides that each director and officer of the                   
Registrant will be indemnified against losses incurred by him                   
with respect to any action, suit or proceeding to which he is                   
made a party by reason of his being a director or officer, unless               
he is adjudged in such action, suit or proceeding to be liable                  
for his own misconduct in the performance of his duty as such                   
director or officer.  This right of indemnification is in                       
addition to any other such rights to which the director or                      
officer may, as a matter of law, be entitled.                                   

The Registrant has also obtained directors' and officers'                 
liability insurance, the effect of which is to indemnify the                    
directors and officers of the Registrant against certain damages                
and expenses because of certain claims made against them which                  
are caused by their negligent act, error or omission.                           

Item 7.   Exemption from Registration Claimed.                                  

The Registrant claims that the restricted securities to be                
reoffered or resold pursuant to this registration statement are                 
exempt from registration under Section 4(2) of the Securities Act               
of 1933, as amended, because they were issued in an offering to a               
limited number of purchasers that did not involve a public                      
offering.                                                                       

Item 8.   Exhibits.                                                             

The following exhibits are filed as part of this                          
Registration Statement:                                                         

4(a)      The Eastern Company Directors Fee Program                       

4(b)      The Registrant's restated certificate of                        
           incorporation dated August 14, 1991, and the Registrant's amended
           and restated By-laws dated February 13, 1991, are incorporated by
          reference to the Registrant's Annual Report on Form 10-K for the
           fiscal year ended December 28, 1991 and the Registrant's Form 8-K
filed on February 13, 1991.                           

-5-       

4(c)      Letter to all shareholders of the Registrant dated              
      September 16, 1991 describing the Registrant's redemption of
   shareholder purchase rights dated August 29, 1986 and the
          issuance of a new purchase rights dividend distribution, and the
       "Summary of Rights to Purchase Common Stock" as enclosed with
        said letter, are incorporated by reference to the Registrant's
           Annual Report on Form 10-K for the fiscal year ended December 28,
1991.                                                 

4(d)      Rights Agreement entered into between the                       
           Registrant and The First National Bank of Boston, dated September
          16, 1991, incorporated by reference in the Registrant's Form 8-K
filed on September 16, 1991.                          

4(e)      First Amendment dated November 11, 1992 to the                  
     Rights Agreement dated as of September 16, 1991 between the
           Registrant and The First National Bank of Boston, incorporated by
           reference in the Registrant's Form 10-K for the fiscal year ended
January 2, 1993.                                      

5         Opinion of Gager & Peterson as to the legality of               
the securities being registered.                      

23(a)     Consent of Gager & Peterson. (Reference is made to              
the Opinion of Gager & Peterson filed as Exhibit 5.)  

23(b)     Consent of Independent Auditors                                 

24        Power of Attorney (included in signature page to                
this Registration Statement).                         

99(1)     Resale S-3-type prospectus filed with this                      
       Registration Statement on Form S-8 in accordance with General
Instruction C of Form S-8.                            

99(2)     The Registrant's Annual Report on Form 10-K for                 
           the fiscal year ended December 30, 1995 is incorporated herein by
reference.                                            

99(3)     The Registrant's Quarterly Reports on Form 10-Q                 
         for the fiscal quarters ended March 30, 1996, June 29, 1996 and
  September 28, 1996 are incorporated herein by reference.

-6-     

99(4)     Notice of the 1996 Annual Meeting of Shareholders               
        and Proxy Statement of the Registrant dated March 22, 1996 are
incorporated herein by reference.                     

Item 9.   Undertakings.                                                         

(a)   The undersigned Registrant hereby undertakes:                 

(1)   To file, during any period in which offers or           
sales are being made, a post-effective amendment to this                        
Registration Statement:                                                         

(i)  To include any prospectus required by              
Section 10(a)(3) of the Securities Act of 1933 (the "Securities                 
Act");                                                                          

(ii)  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 this Registration                        
Statement.  Notwithstanding the foregoing, any increase or                      
decrease in volume of securities offered (if the total dollar                   
value of securities offered would not exceed that which was                     
registered) and any deviation from the low or high end of the                   
estimated maximum offering range may be reflected in the form of                
prospectus filed with the Commission pursuant to Rule 424(b) if,                
in the aggregate, the changes in volume and price represent no                  
more than a 20% change in the maximum aggregate offering price                  
set forth in the "Calculation of Registration Fee" table in the                 
effective registration statement;                                               

(iii)  To include any material information              
with respect to the plan of distribution not previously disclosed               
in this Registration Statement or any material change to such                   
information in this Registration Statement;                                     

Provided, however, that paragraphs (a)(1)(i) and (ii) shall 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 this 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.                                                     

-7-       

(3)   To remove from registration by means of a               
post-effective amendment any of the securities being registered                 
which remain unsold at the termination of the offering.                         

(b)   The undersigned Registrant hereby undertakes that,            
for the 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 each                 
filing of an employee benefit plan's annual report pursuant to                  
Section 15(d) of the Exchange Act that is incorporated by                       
reference in this Registration Statement shall be deemed to be a                
new registration statement relating to the securities offered                   
therein, and the offering of such securities at that time shall                 
be deemed to be the initial bona fide offering thereof.                         

(h)   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.                                                                  

-8- 

SIGNATURES  

The Registrant.  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 Town of Naugatuck,               
State of Connecticut, on the 7th day of February, 1997.                         

THE EASTERN COMPANY                         

By /s/ Stedman G. Sweet                     
-------------------------------       
Stedman G. Sweet                        
(President 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.  By so                    
signing, each of the undersigned, in his or her capacity as a                   
director or officer, or both, as the case may be, of the                        
Registrant does hereby appoint Russell G. McMillen, Stedman G.                  
Sweet, Donald E. Whitmore, Jr., and each of them severally, or if               
more than one acts, a majority of them, his or her true and                     
lawful attorneys or attorney to execute in his or her name, place               
and stead, in his or her capacity as a director or officer or                   
both, as the case may be, of the Registrant any and all                         
amendments to said Registration Statement and post-effective                    
amendments thereto and all instruments necessary or incidental in               
connection therewith, and to file the same with the Securities                  
and Exchange Commission.  Each of said attorneys shall have full                
power and authority to do and perform in the name and on behalf                 
of each of the undersigned, in any and all capacities, every act                
whatsoever requisite or necessary to be done in the premises as                 
fully, and to all intents and purposes, as each of the                          
undersigned might or could do in person, hereby ratifying and                   
approving the acts of said attorneys and each of them.                          

Signature                Title                       Date                 

President and           
/s/ Stedman G. Sweet        Director (Chief           February 7, 1997          
------------------------                                                        
Stedman G. Sweet            Executive Officer)                                  

Vice President,         
/s/ Donald E. Whitmore, Jr. Secretary,                February 7, 1997          
------------------------                                                        
Donald E. Whitmore, Jr.     Treasurer, Chief                                    
Financial Officer       
and Director            

/s/ John W. Everets       Director                 February 7, 1997           
-------------------------                                                       
John W. Everets                                                                 

Charles W. Henry            Director                February 7, 1997            
-------------------------                                                       
Charles W. Henry                                                                

Ole K. Imset                Director                February 7, 1997            
-------------------------                                                       
Ole K. Imset                                                                    

                Director                          1997
-------------------------                                                       
Leonard F. Leganza                                                              

                Director                          1997
-------------------------                                                       
Russell G. McMillen                                                             

/s/ David C. Robinson       Director               February 7, 1997           
-------------------------                                                       
David C. Robinson                                                               

/s/ Donald S. Tuttle, III   Director               February 7, 1997           
-------------------------                                                       
Donald S. Tuttle, III                                                           

The Program.  Pursuant to the requirements of the Securities              
Act of 1933, the person who administers the Program has duly                    
caused this Registration Statement to be signed on its behalf by                
the undersigned, thereunto duly authorized, in the Town of                      
Naugatuck and State of Connecticut on the 7th day of February,                  
1997.                                                                           

                   THE EASTERN COMPANY DIRECTORS FEE
PROGRAM       

By /s/ Stedman G. Sweet                     
-------------------------------       
Stedman G. Sweet                      
Its President and Chief               
Executive Officer                     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		2/7/97		S-8
		2/6/97
		9/28/96		10-Q,  8-K
		6/29/96		10-Q
		3/30/96		10-Q
		3/22/96
		12/30/95		10-K
		1/2/93
		11/11/92
				List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/24  Eastern Co.                       10-K       12/30/23   87:8.4M                                   Blueprint/FA
 3/14/23  Eastern Co.                       10-K       12/31/22   85:7.2M                                   Blueprint/FA
 3/17/22  Eastern Co.                       10-K        1/01/22   92:8.4M                                   Blueprint/FA
 3/16/21  Eastern Co.                       10-K        1/02/21   86:8.2M                                   Blueprint/FA