As filed with the Securities and Exchange Commission on January 31, 2003
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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IDEX CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 36-3555336
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
630 DUNDEE ROAD, SUITE 400
NORTHBROOK, ILLINOIS 60062
(Address of principal executive offices)
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SECOND AMENDED AND RESTATED 1996 STOCK OPTION PLAN FOR
NON-OFFICER KEY EMPLOYEES OF IDEX CORPORATION
(full title of the plan)
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Copy to:
WAYNE P. SAYATOVIC CHRISTOPHER LUEKING
Senior Vice President - Finance, Latham & Watkins
Chief Financial Officer and Secretary Sears Tower, Suite 5800
IDEX Corporation Chicago, Illinois 60606
630 Dundee Road, Suite 400 (312) 876-7700
Northbrook, Illinois 60062 Counsel to Registrant
(847) 498-7070
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered (1) Offering Price Aggregate Registration
Per Share (2) Offering Price(2) Fee
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Common Stock, par value $.01 per share 550,000 shares $28.02 $15,411,000 $1,418
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(1) The Second Amended and Restated 1996 Stock Option Plan for Non-Officer
Key Employees of IDEX Corporation (the "Plan") authorizes the issuance
of a maximum of 2,200,000 shares of common stock of IDEX Corporation
(the "Company") plus substitutions or adjustments to shares to account
for any change in corporate capitalization, such as a stock split, any
merger, consolidation, recapitalization or other distribution of stock
or property of which 1,650,000 shares have already been registered on
December 23, 1996 pursuant to Form S-8 Registration No. 333-18643 after
giving affect to certain stock splits and on September 28, 2001
pursuant to Form S-8 Registration No. 333-70452. Only the 550,000 newly
authorized shares under the Plan are being registered hereunder.
(2) Estimated solely for purposes of computing the registration fee for the
550,000 additional shares being registered hereunder. Pursuant to Rule
457(c), the proposed Maximum Offering Price Per Share is based on the
average of the high and low trading prices of the Company's common
stock on the New York Stock Exchange on January 29, 2003, which was
$28.02 per share.
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Pursuant to Rule 429, the prospectus that is part of this Registration Statement
also relates to Registration Statement Nos. 333-70452 and 333-18643.
EXPLANATORY NOTE
This Registration Statement covers 550,000 additional shares of our
common stock reserved for issuance under the Second Amended and Restated 1996
Stock Option Plan for Non-Officer Key Employees of IDEX Corporation (the
"Plan"). Effective March 26, 2002, the Compensation Committee of our Board of
Directors adopted an amendment and restatement of the Plan which increased the
number of shares reserved for issuance thereunder by 550,000 shares. On December
23, 1996 we filed with the Securities and Exchange Commission (the "Commission")
Form S-8 Registration Statement No. 333-18643 (the "1996 Prior Registration
Statement"), covering an aggregate of 800,000 shares issuable under the Plan,
which had increased to an aggregate of 1,200,000 shares after giving effect to
stock splits. On September 28, 2001 we filed with the Securities and Exchange
Commission Form S-8 Registration Statement No. 333-70452 (the "2001 Prior
Registration Statement" and together with the 1996 Prior Registration Statement,
the "Prior Registration Statements"). The contents of the Prior Registration
Statements are incorporated by reference herein to the extent not modified or
superseded thereby or by any subsequently filed document which is incorporated
by reference herein or therein. The Items below contain information required in
this registration that was not included in the Prior Registration Statements.
PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission and are incorporated in this Registration Statement by reference:
a. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, filed on March 4, 2002;
b. The Company's Proxy Statement, filed on March 4, 2002;
c. The Company's Quarterly Reports on Form 10-Q for the
quarterly period ended March 31, 2002, filed on May 7, 2002, for the
quarterly period ended June 30, 2002, filed on August 13, 2002 and for
the quarterly period ended September 30, 2002, filed on November 14,
2002;
d. The Company's Current Reports on Form 8-K, filed on April
10, 2002, April 16, 2002, August 14, 2002 and January 10, 2003;
e. All other reports filed by us pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of our
fiscal year ended December 31, 2001; and
f. The description of the Company's Common Stock contained in
our Registration Statement on Form 8-A filed on April 19, 1996 (File
No. 1-10235) pursuant to Section 12 of the Securities Exchange Act of
1934.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 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 part
hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 8. EXHIBITS
See EXHIBIT INDEX.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Northbrook, state of Illinois, on this 31st day of
January, 2003.
IDEX CORPORATION
By: /s/ Wayne P. Sayatovic
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Wayne P. Sayatovic
Senior Vice President - Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dennis K. Williams and Wayne P. Sayatovic
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements to this Registration
Statement and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURES TITLES DATE
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/s/ Dennis K. Williams Chairman of the Board of January 31, 2003
----------------------------- Directors, President and
Dennis K. Williams Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Wayne P. Sayatovic Senior Vice President - January 31, 2003
----------------------------- Finance and Chief Financial
Wayne P. Sayatovic Officer (Principal Financial
and Accounting Officer)
/s/ Bradley J. Bell Director January 31, 2003
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Bradley J. Bell
/s/ Gregory B. Kenny Director January 31, 2003
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Gregory B. Kenny
/s/ William H. Luers Director January 31, 2003
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William H. Luers
/s/ Paul E. Raether Director January 31, 2003
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Paul E. Raether
/s/ Neil A. Springer Director January 31, 2003
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Neil A. Springer
/s/ Michael T. Tokarz Director January 31, 2003
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Michael T. Tokarz
IDEX CORPORATION
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Second Amended And Restated 1996 Stock Option Plan For
Non-Officer Key Employees Of IDEX Corporation
5.1 Opinion and Consent of Latham & Watkins
23.1 Consent of Independent Auditors
23.2 Consent of Latham & Watkins (included in their opinion filed
as Exhibit 5.1)
24.1 Power of Attorney (included in the signature page to the
Registration Statement)