As
filed with the Securities and Exchange Commission on September
12,
2005.
Registration
No. 333-______
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
INGERSOLL-RAND
COMPANY LIMITED
(Exact
name of registrant as specified in its charter)
Bermuda
(State
or other jurisdiction of
incorporation
or organization)
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75-2993910
(I.R.S.
Employer
Identification
Number)
|
_________________________
Clarendon
House
2
Church Street
Hamilton
HM 11, Bermuda
(Address,
including zip code, and telephone number, including area code, of principal
executive offices)
_________________________
Melroe
Savings and Investment Plan
(Full
Title of the Plan)
_________________________
Patricia
Nachtigal, Esq.
Senior
Vice President and General Counsel
155
Chestnut Ridge Road
Montvale,
New Jersey 07645
(201)
573-0123
(Name
and address, including zip code, and telephone number, including area code,
of
agent for service)
___________________________________
With
a copy to:
Avrohom
J. Kess, Esq.
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Simpson
Thacher & Bartlett LLP
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425
Lexington Avenue
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New
York, New York 10017-3954
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(212)
455-2000
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___________________________________
CALCULATION
OF REGISTRATION FEE
Title
of securities to be registered
|
Amount
to be
registered
(1)
|
Proposed
maximum offering price
per
share(2)
|
Proposed
maximum aggregate
offering
price(2)
|
Amount
of
registration
fee
|
Class
A common shares,
par
value $1.00 per share
|
400,000
|
$40.74
|
$16,296,000.00
|
$1,918.04
|
Preference
share purchase rights to purchase Series A preference shares, par
value
$.001 per share
|
400,000
|
(3)
|
(3)
|
(3)
|
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
registration statement also covers any additional Class A common shares which
may be issued under the Melroe Savings and Investment Plan (the “Melroe Savings
Plan”) to prevent dilution resulting from any stock split, stock dividend or
similar transaction. In addition, pursuant to Rule 416(c) under the Securities
Act, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Melroe Savings Plan.
(2)
Estimated pursuant to Rule 457(h) and 457(c) under the Securities Act, solely
for the purpose of computing the registration fee, based on the average of
the
high and low prices of the Class A common shares being registered hereby
on the
New York Stock Exchange on September 8, 2005.
(3)
Preference share purchase rights to purchase Series A preference shares
currently are attached to and trade with the Class A common shares of the
Registrant. Value attributable to such rights, if any, is reflected in the
market price of the Class A common shares, and such rights would, under certain
circumstances, be issued for no additional consideration. Accordingly, there
is
no offering price for the rights and no registration fee is
required.
This
registration statement relates to the registration of Class A common shares,
the
attached preference share purchase rights to purchase Series A preference
shares
and an indeterminate amount of plan interests to be offered or sold under
the
Melroe Savings and Investment Plan (the “Melroe Savings Plan”) of Ingersoll-Rand
Company, a wholly-owned subsidiary of Ingersoll-Rand Company Limited (the
“Company”). The contents of the Company's registration statement on Form S-8
(File No. 333-42133-99), filed with the Securities and Exchange Commission
(the
"Commission") on January 2, 2002, are hereby incorporated by reference pursuant
to General Instruction E on Form S-8.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
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
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
following documents filed with the Commission by the Company pursuant to
the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
Securities Act of 1933, as amended (the “Act”), are hereby incorporated by
reference in this registration statement:
|
(a) |
The
Company’s Annual Report on Form 10-K for the year ended December 31,
2004.
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(b)
|
The
Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31,
2005 and June 30, 2005 and the Company’s Current Reports on Form 8-K filed
on January 6, 2005, February 1, 2005, February 9, 2005, February
9, 2005,
May 27, 2005 and June 6, 2005.
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|
(c)
|
The
description of the Company’s Class A common shares and preference share
purchase rights to purchase Series A preference shares contained
under the
caption “Description of Authorized Shares of IR-Limited” set forth in
Amendment No. 1 to the Company’s Registration Statement on Form S-4 (File
No. 333-71642) filed with the Commission on October 30, 2001, including
all amendments and reports filed for the purpose of updating such
description.
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All
documents that each of the Company and the Melroe Savings Plan subsequently
files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after
the date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of
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 which also is or is 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.
Not
required to be filed with this registration statement.
Item
6. Indemnification
of Directors and Officers.
Item
7. Exemption
from Registration Claimed.
Item
8. Exhibits.
The
following exhibits are filed as part of this registration
statement:
Exhibit
Number
|
Description
of Document
|
4.1
|
Memorandum
of Association of Ingersoll-Rand Company Limited, incorporated
by
reference to Exhibit 3.1 of Amendment No. 1 of the Company’s Registration
Statement on Form S-4 (File No. 333-71642), filed with the Commission
on
October 30, 2001.
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4.2*
|
Amended
and Restated Bye-Laws of Ingersoll-Rand Company Limited, dated
June 1,
2005.
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4.3
|
Specimen
Ingersoll-Rand Company Limited Class A Common Share certificate,
incorporated by reference to Exhibit 4.4 of the Company’s Registration
Statement on Form S-4 (File No. 333-71642).
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4.4
|
Certificate
of Designation, Preferences and Rights of Series A Preference Shares
of
Ingersoll-Rand Company Limited, incorporated by reference to Exhibit
4.1
of Amendment No. 1 to the Company’s Registration Statement on Form S-4
(File No. 333-71642), filed with the Commission on October 30,
2001.
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4.5
|
Rights
Agreement between Ingersoll-Rand Company Limited and The Bank of
New York, as Rights Agent, incorporated by reference to
Exhibit 4.2
of Amendment No. 1 to the Company’s Registration Statement on Form S-4
(File No. 333-71642), filed with the Commission on October 30,
2001.
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4.6
|
Voting
Agreement between Ingersoll-Rand Company Limited and Ingersoll-Rand
Company, incorporated by reference to Exhibit 4.3 of Amendment
No. 1 to
the Company’s Registration Statement on Form S-4 (File No. 333-71642),
filed with the Commission on October 30, 2001.
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23.1*
|
Consent
of PricewaterhouseCoopers LLP
|
__________
*
Filed
herewith.
No
original issuance Class A common shares or treasury shares of the Company
have
been, or are presently intended to be, issued by the Company under the Melroe
Savings Plan. The Company intends to file a post-effective amendment with
an
opinion of counsel regarding the legality of the Class A common shares that
may
be issued to the Melroe Savings Plan by the Company in the event the Company
elects to issue Class A common shares to the Melroe Savings Plan in the future.
(a) The
undersigned registrant hereby undertakes:
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(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act.
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(ii) |
To
reflect in the prospectus any facts or events arising after the
effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may
be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
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(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;
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provided,
however,
that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by
reference in the registration statement.
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(2)
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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.
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(3)
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To
remove from registration by means of a post-effective amendment
any of the
securities being registered hereby which remain unsold at the termination
of the offering.
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(b) The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the registrant’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 this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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 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 Act
and
will be governed by the final adjudication of such issue.
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
Montvale, state of New Jersey on this 12th
day of
September, 2005.
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INGERSOLL-RAND
COMPANY LIMITED |
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By: |
/s/
Patricia
Nachtigal
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Name: Patricia Nachtigal |
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Title:
Senior Vice President and General
Counsel
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POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Herbert L. Henkel, Timothy R. McLevish and Patricia
Nachtigal, and each of them, his or her true and lawful attorneys-in-fact
and
agents, with full power of substitution and resubstitution, for him or her
and
in his or her name, place and stead, in any and all capacities, in connection
with this registration statement, to sign any and all amendments or supplements
to the registration statement, including post-effective amendments, and to
file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and does hereby grant
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes
as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes,
may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below by the following persons in the capacities indicated
on
the 12th
day of
September, 2005.
Signature
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Title
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/s/
Herbert L. Henkel
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Chairman,
President, Chief Executive
Officer
and Director
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Herbert
L. Henkel
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(Principal
Executive Officer)
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/s/
Timothy R. McLevish
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Senior
Vice President and Chief Financial Officer
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Timothy
R. McLevish
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(Principal
Financial Officer)
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/s/
Richard W. Randall
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Vice
President and Controller
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Richard
W. Randall
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(Principal
Accounting Officer)
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/s/
Ann C. Berzin
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Director
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Ann
C. Berzin
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/s/
George W. Buckley
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Director
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George
W. Buckley
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/s/
Peter C. Godsoe
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Director
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Peter
C. Godsoe
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/s/
Constance Horner
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Director
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Constance
Horner
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/s/
H. William Lichtenberger
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Director
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H.
William Lichtenberger
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/s/
Theodore E. Martin
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Director
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Theodore
E. Martin
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/s/
Patricia Nachtigal
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Director
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Patricia
Nachtigal
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/s/
Orin R. Smith
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Director
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Orin
R. Smith
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/s/
Richard J. Swift
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Director
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Richard
J. Swift
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/s/
Tony L. White
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Director
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Tony
L. White
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Pursuant
to the requirements of the Securities Act of 1933, the trustee has (or other
persons who administer the employee benefit plan have) duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Montvale, state of New Jersey on September
12,
2005.
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MELROE
SAVINGS AND INVESTMENT PLAN |
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By Ingersoll-Rand Company,
Plan
Administrator |
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By: |
/s/
Patricia
Nachtigal
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Name: Patricia Nachtigal |
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Title:
Senior Vice President and General Counsel |