1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996
-------------------------------------------------------------------------
REGISTRATION NO. 33-
--------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDEX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------------------
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
---------------------------------
36-3555336
(I.R.S. EMPLOYER IDENTIFICATION NO.)
---------------------------------
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
(847) 498-7070
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------------------
WAYNE P. SAYATOVIC, SENIOR VICE PRESIDENT-FINANCE
FINANCIAL OFFICER AND SECRETARY
IDEX CORPORATION
630 DUNDEE ROAD, SUITE 400
NORTHBROOK, ILLINOIS 60062
(847) 498-7070
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
--------------------------------
COPY TO:
MARK A. STEGEMOELLER, ESQ.
LATHAM & WATKINS
233 SOUTH WACKER, SUITE 5800
CHICAGO, ILLINOIS 60606
(312) 876-7700
---------------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement as
determined by market conditions.
---------------------------------
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]
---------------------------------
2
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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
______________________________
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Amount to be offering price aggregate offering Amount of
Title of Securities to be registered Registered per unit price (1) registration fee
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share. . . . . 75,700 shares $37.125 $2,810,362 $851.62
- ---------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
and calculated in accordance with Rule 457(c).
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
3
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS
75,700 SHARES
IDEX CORPORATION
COMMON STOCK
All of the shares of Common Stock of IDEX Corporation (the "Company"
or "IDEX") offered hereby are being sold by a shareholder of the Company (the
"Selling Shareholder"). See "Selling Shareholder." The Company's Common Stock
is traded on the New York Stock Exchange under the symbol "IEX." On October
29, 1996, the last reported sale price of the Common Stock on the New York
Stock Exchange was $37.125 per share. The Company will not receive any
proceeds from the sale of Common Stock by the Selling Shareholder.
The Selling Stockholder has informed the Company that he intends to
dispose of the shares of Common Stock offered hereby from time to time in one
or more of the following transactions: (a) to underwriters who will acquire
the shares for their own account and resell them in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale (any public offering price and
any discount or concessions allowed or reallowed or paid to dealers may be
changed from time to time); (b) through brokers, acting as principal or agent,
in transactions (which may involve crosses and block transactions) on a
stock exchange or in the over-the-counter market, in special offerings, or
otherwise, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices or at fixed prices; (c)
directly or through brokers or agents in private sales at negotiated prices, or
(d) by any other legally available means. To the extent required, the shares
of Common Stock to be sold, the respective purchase price and public offering
price, the names of any such agent, dealer or underwriter, and any applicable
commission or discount with respect to a particular offer will be set forth in
an accompanying Prospectus Supplement. The aggregate proceeds to the Selling
Shareholder from the sale of the shares of Common Stock described herein will
be the purchase price of such shares less the aggregate agents' commissions and
underwriters' discounts, if any. By agreement, IDEX will pay all of the other
expenses of this offering. See "Plan of Distribution."
_________________________________
See "Investment Considerations" for a discussion of certain factors
that should be considered in evaluating an investment in the Common Stock.
_________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________________
The Date of this Prospectus is October 31, 1996
4
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act") with respect to the securities offered
hereby. This Prospectus does not contain all information set forth in the
Registration Statement, part of which has been omitted in accordance with the
rules and regulations of the Commission. For further information about the
Company and the securities offered hereby, reference is made to the
Registration Statement, including the exhibits filed as a part thereof and
otherwise incorporated therein. Statements made in this Prospectus as to the
contents of any document referred to are not necessarily complete, and in each
instance reference is made to such exhibit for a more complete description and
each such statement is qualified in its entirety by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports and other information with the
Commission. The Registration Statement, including exhibits thereto, as well as
such reports and other information filed by the Company with the Commission can
be inspected, without charge, and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
Room 1024; 75 Park Place, New York, New York 10007, Room 1400; and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, Room 1024 at prescribed rates.
Such materials can also be inspected at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005. The Commission also maintains a Web site
that contains registration statements, reports, proxy and information
statements and other materials regarding the Company that are filed through the
Commission's Electronic Data Gathering, Analysis and Retrieval System. This
Web site can be accessed at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Company pursuant to the Exchange Act are incorporated by reference in this
Prospectus and made a part hereof: the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995; the Company's Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31 and June 30, 1996; the
Company's Current Report on Form 8-K dated July 29, 1996; the Company's proxy
statement dated March 26, 1996 relating to the 1996 Annual Meeting of
Shareholders; and the description of the Company's Common Stock contained in
the Company's registration under Section 12 of the Exchange Act, dated April
19, 1996, including any amendment or report updating such description. In
addition, all documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents (such documents and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents," provided, however, that
documents enumerated above or subsequently filed by the Company pursuant to
Section 13 or 14 of the Exchange Act prior to the filing of the Company's
Annual Report on Form 10-K for the most recent fiscal year with the Commission
shall not be Incorporated Documents or be incorporated by reference in this
Prospectus or be a part hereof from and after such filing of such Annual Report
on Form 10-K).
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
modifies, supersedes or replaces such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
the documents so incorporated. Requests for such copies should be directed to
IDEX Corporation, 630 Dundee Road, Northbrook, Illinois 60062 (telephone number
(847) 498-7070), Attention: Secretary.
-2-
5
SELLING SHAREHOLDER
As of July 29, 1996, Mitchell H. Saranow (the "Selling Shareholder"),
owned an aggregate of 75,700 shares of Common Stock of the Company,
constituting approximately 0.4% of the outstanding Common Stock of the Company.
The Selling Shareholder acquired his shares as consideration for the sale of
all of the outstanding shares of The Saranow Company, an entity engaged in the
management of the Fluid Management business, to a subsidiary of the Company as
part of the Fluid Management Acquisition. The Selling Shareholder (together
with his wife and trusts for the benefit of his children) indirectly owned a
substantial equity interest in Fluid Management Limited Partnership and, as
such, received significant proceeds from the Fluid Management Acquisition. The
Selling Shareholder has not had a material relationship with the Company in the
past three years other than in connection with the Fluid Management
Acquisition. The Selling Shareholder is currently the Chairman of the Board
of Directors of Fluid Management, Inc., a subsidiary of the Company.
The Selling Shareholder proposes to sell 75,700 shares of the
Company's Common Stock from time to time and retain no shares upon completion
of the offering.
PLAN OF DISTRIBUTION
The Selling Shareholder may sell Common Stock to or through
underwriters and also may sell Common Stock directly to other purchasers or
through agents.
The Selling Stockholder has informed the Company that he intends to
dispose of the shares of Common Stock offered hereby from time to time in one
or more of the following transactions: (a) to underwriters who will acquire
the shares for their own account and resell them in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale (any public offering price and
any discount or concessions allowed or reallowed or paid to dealers may be
changed from time to time); (b) through brokers, acting as principal or agent,
in transactions (which may involve crosses and block transactions) on a stock
exchange or in the over-the-counter market, in special offerings, or otherwise,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices; (c) directly
or through brokers or agents in private sales at negotiated prices, or (d) by
any other legally available means.
In connection with the sale of Common Stock, underwriters may receive
compensation from the Selling Shareholder or from purchasers of Common Stock
for whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell Common Stock to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. The Selling Shareholder, underwriters, dealers and
agents that participate in the distribution of Common Stock may be deemed to be
underwriters, and any discounts or commissions received by them and any profit
on the resale of Common Stock by them may be
-3-
6
deemed to be underwriting discounts and commissions under the Exchange Act. To
the extent required at the time any particular offer of the shares of Common
Stock described herein is made, a Prospectus supplement will be distributed
which will set forth the aggregate amount of shares of Common Stock being
offered, the terms of the offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions and other items
constituting compensation from the Selling Shareholder and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
Under agreements which may be entered into by the Selling Shareholder,
underwriters, dealers and agents who participate in the distribution of Common
Stock may be entitled to indemnification by the Selling Shareholder against
certain liabilities, including liabilities under the Exchange Act. The
underwriting of any offering of Common Stock by the Selling Shareholder will
conform to the requirements set forth in the applicable sections of Schedule E
to the By-Laws of the National Association of Securities Dealers, Inc.
To comply with certain states' securities laws, if applicable, the
Common Stock will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Common Stock may not be offered or sold unless they have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution, as such term is defined in Rule 10b-6 under
the Exchange Act, of the Securities may not simultaneously engage in certain
market making activities with respect to such Securities for a specified
period or periods prior to the commencement of such distribution. In addition
to and without limiting the foregoing, the Selling Shareholder and any other
person participating in a distribution will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including without
limitation rules 10b-2, 10b-6 and 10b-7, which rules may limit the timing of
purchases and sales of any of the Common Stock by the Selling Shareholder or any
such other person.
Pursuant to agreements entered into with the Selling Shareholder at
the time the Common Stock was issued, IDEX will pay substantially all of the
expenses incident to the registration, offering and sale of the Common Stock to
the public other than commissions and discounts of underwriters, dealers or
agents. Such expenses (excluding such commissions and discounts) are estimated
to be approximately $13,000.
LEGAL MATTERS
The legality of the Common Stock offered hereby has been passed upon
for IDEX by Latham & Watkins, Chicago, Illinois.
EXPERTS
The financial statements and the related financial statement schedules
as of December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995 incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 and
the Financial Statements of Fluid Management Limited Partnership., incorporated
in this Prospectus by reference from the Company's Current Report on Form 8-K
dated July 29, 1996 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports given
upon their authority as experts in accounting and auditing.
-4-
7
___________________________________________________
No dealer, salesman, or other person has been
authorized to give any information or to make any
representation, other than those contained in this
Prospectus, in connection with the offering made
by this Prospectus and information or
representations not herein contained, if given or
made, must not be called upon as having been
authorized. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to
buy, the securities offered hereby. Neither the
delivery of this Prospectus nor any sales made
hereunder shall under any circumstances create any
implication that the information contained herein
is correct as of any time subsequent to the date
hereof.
______________________________
___________________________________________________
75,700 Shares
IDEX CORPORATION
Common Stock
_______________________________
PROSPECTUS
_______________________________
October 31, 1996
___________________________________________________
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate (except for the Commission and NYSE
fees) of the fees and expenses payable by the Registrant in connection with the
distribution of the Common Stock:
Securities and Exchange Commission registration fee . . . . . . $ 852
Legal fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Accountants' fees . . . . . . . . . . . . . . . . . . . . . . . 5,000
NYSE listing fee . . . . . . . . . . . . . . . . . . . . . . . . 1,500
Chicago Stock Exchange listing fee . . . . . . . . . . . . . . . 379
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 269
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13,000
=======
- -----------------------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its original
certificate of incorporation or an amendment thereto to eliminate or limit the
personal liability of a director for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.
Reference also is made to Section 145 of the DGCL which provides that
a corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person was an officer,
director, employee or agent of such corporation, as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided such officer, director, employee
or agent acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, for criminal proceedings,
had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director actually and reasonably incurred.
The Restated Certificate of Incorporation, as amended, and the Amended
and Restated Bylaws of IDEX, as amended (filed as Exhibits 4.1 through 4.2(a)),
provide for indemnification of officers and directors to the fullest extent
permitted by applicable law.
The Registration Rights Agreement between IDEX and the Selling
Shareholder relating to the Common Stock requires IDEX, on the one hand, and
the Selling Shareholder, on the other hand, under certain circumstances, to
indemnify each other and their respective officers and directors against
certain liabilities, including liabilities under the Securities Act, incurred
in connection with the registration of such securities.
II-1
9
IDEX has entered into contracts with each of its officers and
directors requiring IDEX to indemnify such persons and to advance litigation
expenses to such persons to the fullest extent permitted by applicable law.
Delaware law presently permits a Delaware corporation (i) to indemnify any
officer or director in any third-party or governmental actions against them
for expenses, judgments, fines and amounts paid in settlement and, in
derivative actions, for expenses, if the indemnitee acted in good faith and in
the manner he believed to be in or not opposed to the best interest of such
corporation, and (ii) to advance expenses in any action, provided that such
officer or director agrees to reimburse the corporation if it is ultimately
determined that he was not entitled to indemnification. The contracts also
require IDEX to (i) indemnify such officers and directors upon receipt of an
opinion of counsel in certain cases, (ii) pay indemnity demands pending a
determination of entitlement thereto, and (iii) demonstrate, in any action
brought thereunder, that such officer or director was not entitled to
indemnification under applicable law.
ITEM 16. EXHIBITS.
Exhibit
Number Description
------ -----------
2.1 Asset Purchase Agreement dated July 26, 1996 between IDEX and Fluid Management
Limited Partnership, Fluid Management U.S. L.L.C., Fluid Management Service,
Inc., Fluid Management Canada, L.L.C., Fluid Management France, SNC, FM
International, Inc., and Fluid Management Europe B.V. (incorporated by reference
to Exhibit No. 2.1 to the Quarterly Report of IDEX on Form 10-Q for the quarter
ended June 30, 1996, Commission File No. 1-10235). A copy of the omitted
schedules will be furnished to the Commission upon request.
4.1 Restated Certificate of Incorporation of IDEX (formerly HI, Inc.) (incorporated
by reference to Exhibit No. 3.1 to the Registration Statement on Form S-1 of
IDEX Corporation, et all., Registration No. 33-21205, as filed on April 21,
1988).
4.1(a) Amendment to Restated Certificate of Incorporation of IDEX, as amended
(incorporated by reference to Exhibit 3.1(a) to the Quarterly Report of IDEX on
Form 10-Q for the quarter ended March 31, 1996, Commission File No. 1-10235).
4.2 Amended and Restated Bylaws of IDEX (incorporated by reference to Exhibit No.
3.2 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-1
of IDEX Corporation, et al., Registration No. 33-21205, as filed on July 17,
1989).
4.2(a) Amended and Restated Article III, Section 13 of the Amended and Restated Bylaws
of IDEX (incorporated by reference to Exhibit No. 3.2(a) to Post-Effective
Amendment No. 3 to the Registration Statement on Form S-1 of IDEX Corporation,
et al., Registration No. 33-21205, as filed on February 12, 1990).
4.3 Specimen Common Stock Certificate (incorporated by reference to Exhibit No. 4.3
to the Registration Statement on Forms S-2 of IDEX Corporation, et al.,
Registration No. 33-42208, as filed on September 16, 1991).
*5 Opinion of Latham & Watkins regarding the legality of the securities being
offered.
24(a) Consent of Latham & Watkins (included in their opinion filed as Exhibit 5).
*24(b) Consent of Deloitte & Touche LLP for IDEX Financial Statements.
*24(c) Consent of Deloitte & Touche LLP for Fluid Limited Partnership Financial
Statements..
*25 Powers of Attorney of Messrs. Boyce, Sayatovic, Heath, Luers, Raether,
Robbins, Roberts, Springer and Tokarz.
__________________________________
* filed herewith
II-2
10
Item 17. Undertakings
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 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.
(2) 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.
(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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's 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
plan's 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.
The undersigned Registrant hereby undertakes that 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 provision described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such as indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer or controlling
persons of such 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 Act and
will be governed by the final adjudication of such issue.
II-3
11
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 Northbrook, State of Illinois, on the 31st day
of October, 1996.
IDEX CORPORATION
By /S/ WAYNE P. SAYATOVIC
--------------------------------
Wayne P. Sayatovic
Senior Vice President - Finance,
Chief Financial
Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/S/ DONALD N. BOYCE Chairman of the Board, President October 31, 1996
------------------------------ and Chief Executive Officer
Donald N. Boyce
WAYNE P. SAYATOVIC* Senior Vice President - Finance, October 31, 1996
-------------------------- Chief Financial Officer and
Wayne P. Sayatovic Secretary (Principal Financial
and Accounting Officer)
RICHARD E. HEATH* Director October 31, 1996
--------------------------------
Richard E. Heath
WILLIAM H. LUERS* Director October 31, 1996
---------------------------------
William H. Luers
PAUL E. RAETHER* Director October 31, 1996
---------------------------------
Paul E. Raether
CLIFTON S. ROBBINS* Director October 31, 1996
-------------------------------
Clifton S. Robbins
GEORGE R. ROBERTS* Director October 31, 1996
-----------------------------
George R. Roberts
NEIL A. SPRINGER* Director October 31, 1996
---------------------------------
Neil A. Springer
MICHAEL T. TOKARZ* Director October 31, 1996
-----------------------------
Michael T. Tokarz
*By: Wayne P. Sayatovic
-----------------------------------------
Wayne P. Sayatovic
Individually and as Attorney-in-Fact
II-4
1
EXHIBIT 5
October 31, 1996
IDEX Corporation
630 Dundee Road, Suite 400
Northbrook, Illinois 60065-3001
Re: Registration Statement on Form S-3 of
IDEX Corporation
Ladies and Gentlemen:
We have acted as your special counsel in connection with the
above-captioned Registration Statement (the "Registration Statement") with
respect to the offer and sale of up to 75,700 shares of common stock of IDEX
Corporation, par value $.01 per share (the "Shares"), by a certain shareholder,
Mitchell H. Saranow.
We are familiar with the proceedings taken by you in connection with
the authorization and issuance of the Shares. In addition, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as orginals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction of
the General Corporation Law of the State of Delaware, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of any other
laws.
Subject to the foregoing, it is our opinion that the Shares have been
duly authorized and validly issued, and are fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the prospectus
included therein under the caption, "Legal Matters."
Very truly yours,
/S/ Latham & Watkins
1
EXHIBIT 24(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the prospectus, which is part
of this Registration Statement of IDEX Corporation on Form S-3, of our reports
dated January 16, 1996, appearing in and incorporated by reference in the
Annual Report on Form 10-K of IDEX Corporation for the year ended December 31,
1995 and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Chicago, Illinois
October 29, 1996
1
EXHIBIT 24(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Prospectus, which is part
of this Registration Statement of IDEX Corporation on Form S-3, of our report
dated February 6, 1996 on the consolidated financial statements of Fluid
Management Limited Partnership as of and for the years ended December 31, 1995
and 1994 included in the Current Report of IDEX Corporation on Form 8-K dated
July 29, 1996 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Chicago, Illinois
October 29, 1996
1
EXHIBIT 25
Power of Attorney
We the undersigned directors and officers of IDEX Corporation and each
of us, do hereby constitute and appoint Donald N. Boyce, Wayne P. Sayatovic,
Douglas C. Lennox and Robert D. Grindel, or any of them our true and lawful
attorneys and agents, each with full power of substitution, to do any and all
acts and things in our name and behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our name, which
attorneys and agents or any of them may deem necessary or advisable to enable
said corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with the Registration Statement on Form S-3 relating to the sale
by Mitchell H. Saranow of 75,700 shares of common stock of the corporation (the
"Registration Statement"), including specifically, but without limitation,
power and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and we hereby ratify and confirm all that said attorneys and agents, or
their substitute or substitutes, or any of them shall do or cause to be done by
virtue hereof.
Signature Title Date
--------- ----- ----
/S/ DONALD N. BOYCE Chairman of the Board, President October 31, 1996
------------------------------- and Chief Executive Officer
Donald N. Boyce
/S/ WAYNE P. SAYATOVIC Senior Vice President - Finance, October 31, 1996
------------------------------- Chief Financial Officer and
Wayne P. Sayatovic Secretary (Principal Financial
and Accounting Officer)
/S/ RICHARD E. HEATH Director October 31, 1996
-------------------------------
Richard E. Heath
- -------------------------------- Director October 31, 1996
Henry R. Kravis
/S/ WILLIAM H. LUERS Director October 31, 1996
-------------------------------
William H. Luers
/S/ PAUL E. RAETHER Director October 31, 1996
-------------------------------
Paul E. Raether
/S/ CLIFTON S. ROBBINS Director October 31, 1996
-------------------------------
Clifton S. Robbins
/S/ GEORGE R. ROBERTS Director October 31, 1996
-------------------------------
George R. Roberts
/S/ NEIL A. SPRINGER Director October 31, 1996
-------------------------------
Neil A. Springer
/S/ MICHAEL T. TOKARZ Director October 31, 1996
-------------------------------
Michael T. Tokarz
