As filed with the Securities and Exchange Commission on March 28, 2003
Registration No. ___- __________
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METTLER-TOLEDO INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3668641
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
IM LANGACHER, P.O. BOX MT-100
CH 8606 GREIFENSEE
SWITZERLAND
(Address of principal executive offices)
METTLER-TOLEDO, INC. DEFINED CONTRIBUTION RETIREMENT SAVINGS PLAN
(Full title of the plan)
DENNIS BRAUN
CHIEF FINANCIAL OFFICER
METTLER-TOLEDO INTERNATIONAL INC.
IM LANGACHER, P.O. BOX MT-100
CH 8606 GREIFENSEE
SWITZERLAND
(Name and address of agent for service)
011 411 944 2211
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================================== ================== ================== =================== =====================
Amount To Be Proposed Maximum Proposed Maximum
Title of Securities Registered (1) Offering Price Aggregate Amount of
To Be Registered (1)(2) (2)(3) Per Share (4) Offering Price Registration Fee
------------------------------------------ ------------------ ------------------ ------------------- ---------------------
Common Stock, par value $.01 per share 100,000 shares $31.00 $3,100,000.00 $250.79
========================================== ================== ================== =================== =====================
(1) Consists of up to 100,000 shares of Mettler-Toledo International
Inc.'s common stock, par value $.01 per share, purchased on the open
market from time to time at market prices for participants in the
Mettler-Toledo, Inc. Defined Contribution Retirement Savings Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement covers an
indeterminate amount of interests to be offered or sold pursuant to
such plan. Pursuant to Rule 457(h)(2) under the Securities Act, no
separate registration fee is required with respect to the plan
interests being registered hereby.
(2) Includes preferred stock purchase rights which, prior to the
occurrence of certain events, will not be exercisable or evidenced
separately from the common stock.
(3) Includes such additional number of shares as may be required in the
event of a stock split, stock dividends or similar transaction in
accordance with Rule 416(a) of the Securities Act.
(4) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act based upon the
average of the high and low prices of Mettler-Toledo International
Inc.'s common stock, par value $.01 per share, as reported by the New
York Stock Exchange on March 24, 2003.
EXPLANATORY NOTE
This Form S-8 registration statement relates to 100,000 shares of
common stock of Mettler-Toledo International Inc. (the "Company"), par
value $.01 per share (the "Common Stock"), which may be offered under the
Mettler-Toledo, Inc. Defined Contribution Retirement Savings Plan (the
"Plan"), and an indeterminate amount of interests to be offered pursuant to
the Plan.
PART I
The documents containing information specified by Part I of this
registration statement will be sent or given to participants in the Plan as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "SEC") under the Securities Act. Such documents are not
required to be filed with the SEC but constitute (along with the documents
incorporated by reference into this registration statement pursuant to Item
3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference room in Washington, D.C. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference room. Our
SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov. Reports, proxy and information statements and other
information concerning us can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, NY 10005.
The SEC allows us to "incorporate by reference" information into this
registration statement, which means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this registration statement, and later information that we file
with the SEC will automatically update this registration statement. We
incorporate by reference the following documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the termination of the offering:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed with the SEC on March 14, 2003;
(b) The description of the Common Stock, which is registered under Section
12 of the Exchange Act, contained in the registration statement on
Form 8-A filed with the SEC on December 16, 1997, which incorporates
by reference the description of the Common Stock contained in the
registration statement on Form S-1 (No. 333-35597) (originally filed
on September 15, 1997), as amended, including any amendment or report
filed for the purpose of updating such description.
(c) The description of the preferred stock purchase rights that relate to
the Common Stock contained in the registration statement on Form 8-A
filed on August 27, 2002, as amended by the registration statement on
Form 8-A/A filed on August 29, 2002.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company, as a Delaware corporation, is empowered by Section 145 of
the General Corporation Law of the State of Delaware (the "DGCL"), subject
to the procedures and limitations stated therein, to indemnify any person
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or proceeding in
which such person is made or threatened to be made a party by reason of his
being or having been a director, officer, employee or agent of the Company
or his serving at the request of the Company as a director, officer,
employee or agent of another company or other entity. The statute provides
that indemnification pursuant to its provisions is not exclusive of other
rights of indemnification to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The Company's Amended By-Laws provide for indemnification by the
Company of its directors and officers to the full extent authorized by the
DGCL. Pursuant to Section 145 of the DGCL, the Company has purchased
insurance on behalf of its present and former directors and officers
against liabilities asserted against or incurred by them in such capacity
or arising out of their status as such.
Pursuant to specific authority granted by Section 102 of the DGCL, the
Company's Amended and Restated Certificate of Incorporation contains the
following provision regarding indemnification of directors:
"To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be
amended, a Director of the Corporation shall not be liable
to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a Director."
The Amended By-laws contain the following provision regarding
indemnification of directors and officers:
"The Corporation shall indemnify to the full extent
authorized by law any person made or threatened to be made a
party to an action, suit or proceeding, whether criminal,
civil administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director,
officer, employee or agent of the Corporation or is or was
serving, at the request of the Corporation, as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise."
The Company has entered into agreements to provide indemnification for
its directors and certain officers in addition to the indemnification
provided for in the Company's Amended and Restated Certificate of
Incorporation and Amended By-Laws. These agreements, among other things,
indemnify the directors, to the fullest extent provided by Delaware law,
for certain expenses (including attorneys' fees), losses, claims,
liabilities, judgments, fines and settlement amounts incurred by such
indemnitee in any action or proceeding, including any action by or in the
right of the Company, on account of services as a director or officer of
any affiliate of the Company, or as a director or officer of any other
company or enterprise that the indemnitee provides services to at the
request of the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Specimen Form of the Company's Common Stock Certificate (filed
as Exhibit 4.3 to the Company's registration statement, as
amended (File No. 333-35597), on Form S-1 and incorporated by
reference herein).
4.2 Rights Agreement, dated as of August 26, 2002, between the
Company and Mellon Investor Services LLC, as Rights Agent,
which includes, as Exhibit A thereto, the Certificate of
Designation, as Exhibit B thereto, the Form of Rights
Certificate and, as Exhibit C thereto, the Summary of Rights
to Purchase Preferred Shares (filed as Exhibit 4 to the
Company's registration statement on Form 8-A/A filed on August
29, 2002 and incorporated by reference herein).
4.3 Amended and Restated Certificate of Incorporation of the
Company (filed as Exhibit 3.1 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997 and
incorporated by reference herein).
4.4 Amended By-Laws of the Company (filed as Exhibit 3 to the
Company's Quarterly Report on Form 10-Q for the quarter ending
June 30, 2002 and incorporated by reference herein).
4.5* Mettler-Toledo, Inc. Retirement Savings Plan.
23.1* Consent of PricewaterhouseCoopers AG.
24.1 Power of Attorney (included on the signature page included in
this Part II).
______________________
* filed herewith
The Company hereby undertakes that it will submit or has submitted the
Plan and any amendments thereto to the Internal Revenue Service ("IRS") in
a timely manner and has made or will make all changes required by the IRS
in order to qualify the Plan under Section 401 of the Internal Revenue
Code.
Item 9. Undertakings
The Company 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;
(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; 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 the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in such post-effective amendment is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the SEC
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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Greifensee, Switzerland on February 6, 2003.
Mettler-Toledo International Inc.
By: /s/ Dennis Braun
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Dennis Braun
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Mettler-Toledo
International Inc., a Delaware corporation, hereby constitute and appoint
Robert F. Spoerry, Dennis Braun and James T. Bellerjeau, and each of them,
as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him in his name, place and stead, in
any and all capacities, to sign any and all amendments, including
post-effective amendments, to this registration statement and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the SEC, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies, approves and confirms all that his
said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
Chairman of the Board, President and
/s/ Robert F. Spoerry Chief Executive Officer February 6, 2003
---------------------------- (principal executive officer)
Robert F. Spoerry
/s/ Dennis Braun Chief Financial Officer February 6, 2003
---------------------------- (principal financial and accounting
Dennis Braun officer)
/s/ Phillip Caldwell Director February 6, 2003
----------------------------
Phillip Caldwell
/s/ John T. Dickson Director February 6, 2003
----------------------------
John T. Dickson
/s/ Philip H. Geier Director February 6, 2003
----------------------------
Philip H. Geier
/s/ Reginal H. Jones Director February 6, 2003
----------------------------
Reginal H. Jones
/s/ Hans Ulrich Maerki Director February 6, 2003
----------------------------
Hans Ulrich Maerki
/s/ John D. Macomber Director February 6, 2003
----------------------------
John D. Macomber
/s/ George M. Milne Director February 6, 2003
----------------------------
George M. Milne
/s/ Thomas P. Salice Director February 6, 2003
----------------------------
Thomas P. Salice
PLAN SIGNATURE
Pursuant to the requirements of the Securities Act, the administrator
of the Plan has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Columbus, State of Ohio, on this 14th day of February, 2003.
METTLER-TOLEDO, INC. DEFINED CONTRIBUTION
RETIREMENT SAVINGS PLAN
By /s/ Timothy J. Marker
-------------------------------
Timothy J. Marker
Vice President, Human Resources
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Specimen Form of the Company's Common Stock Certificate
(filed as Exhibit 4.3 to the Company's registration
statement, as amended (File No. 333-35597), on Form S-1
and incorporated by reference herein).
4.2 Rights Agreement, dated as of August 26, 2002, between the
Company and Mellon Investor Services LLC, as Rights Agent,
which includes, as Exhibit A thereto, the Certificate of
Designation, as Exhibit B thereto, the Form of Rights
Certificate and, as Exhibit C thereto, the Summary of
Rights to Purchase Preferred Shares (filed as Exhibit 4 to
the Company's registration statement on Form 8-A/A filed
on August 29, 2002 and incorporated by reference herein).
4.3 Amended and Restated Certificate of Incorporation of the
Company (filed as Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997 and incorporated by reference herein).
4.4 Amended By-Laws of the Company (filed as Exhibit 3 to the
Company's Quarterly Report on Form 10-Q for the quarter
ending June 30, 2002 and incorporated by reference
herein).
4.5* Mettler-Toledo, Inc. Defined Contribution Retirement
Savings Plan.
23.1* Consent of PricewaterhouseCoopers AG.
24.1 Power of Attorney (included on the signature page included
in this Part II).
______________________
* filed herewith