Unassociated Document
As
filed with the Securities and Exchange Commission on February 26,
2008.
Registration
No. 333-______
|
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)
|
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)
IR
Executive Deferred Compensation Plan II
IR-Limited
Director Deferred Compensation and Stock Award Plan II
(Full
Title of the Plans)
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.
|
Simpson
Thacher & Bartlett LLP
|
425
Lexington Avenue
|
New
York, New York 10017-3954
|
(212)
455-2000
|
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(2)
|
Class
A common shares, par value $1.00 per share
|
1,000,000
|
$38.93
|
$38,930,000
|
$1,530
|
Preference
share purchase rights to purchase Series A preference shares, par
value
$.001 per share
|
1,000,000
|
(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 IR Executive Deferred Compensation Plan II (as amended
and restated, the “EDCP”) and the IR-Limited Director Deferred Compensation and
Stock Award Plan II (as amended and restated, the “DDCP”) to prevent dilution
resulting from any stock split, stock dividend or similar transaction.
(2)
Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act of 1933,
as
amended, the proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have been computed
on the basis of the average high and low prices per share of the Class A common
shares on the New York Stock Exchange on February 22, 2008.
(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.
The
1,000,000 shares of Class A Common Stock of Ingersoll-Rand Company Limited
(the
‘‘Company’’) and the attached preference share purchase rights to purchase
Series A preference shares being registered pursuant to this Registration
Statement are additional securities of the same class as other securities for
which a registration statement (File No. 333-143716) on Form S-8 was filed
with
the Securities and Exchange Commission (the ‘‘Commission’’) on June
13, 2007. Pursuant to General Instruction E to Form S-8, the contents of
such earlier registration statement are incorporated by reference into this
Registration Statement, except that the provisions contained in Part II of
such
earlier registration statement are modified as set forth in this Registration
Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
following documents filed with the Securities and Exchange Commission (the
“Commission”) by Ingersoll-Rand Company Limited (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, 2006,
as filed on March 1, 2007.
|
|
(b) |
The
Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31,
2007, June 30, 2007 and September 30, 2007, as filed on May 10, 2007,
August 8, 2007 and November 2, 2007,
respectively.
|
|
(c) |
The
Company’s Current Reports on Form 8-K filed on February 13, 2007, February
28, 2007, April 23, 2007, May 4, 2007, May 15, 2007, June 8, 2007,
July
27, 2007, July 31, 2007, August 3, 2007, August 29, 2007, October
9, 2007,
November 1, 2007, December 4, 2007, December 17, 2007, January 11,
2008
and February 20, 2008 (other than, in each case, those documents
or the
portions of those documents furnished and not deemed to be
filed).
|
|
(d) |
The
description of the Company’s Class A common 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.
|
All
documents that the Company 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 hereby 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. Unless expressly incorporated
into this Registration Statement, a report furnished on Form 8-K shall not
be
incorporated by reference into this Registration Statement.
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.
Item
4. |
Description
of Securities.
|
A
description of the Class A common shares and the attached preference share
purchase rights to purchase Series A preference shares is not required to be
filed with this registration statement.
Item
5. |
Interests
of Named Experts and
Counsel.
|
For
the
list of exhibits, see the Exhibit Index to this Registration Statement, which
is
incorporated in this item by reference.
The
Company hereby undertakes that it has submitted or will submit the EDCP and
the
DDCP and any amendments thereto to the Internal Revenue Service (the “IRS”) in a
timely manner and have made or will make all changes required by the IRS in
order to qualify each of the EDCP and the DDCP under Section 401 of the Code.
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 26th
day of
February, 2008.
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|
|
|
INGERSOLL-RAND
COMPANY LIMITED |
|
|
|
|
By: |
/s/ Patricia
Nachtigal |
|
Name: Patricia
Nachtigal |
|
Title:
Senior
Vice President and General
Counsel |
POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Herbert L. Henkel, James V. Gelly 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 26th
day of
February 2008.
Signature
|
Title
|
|
|
/s/
Herbert L. Henkel
|
Chairman,
President, Chief Executive
Officer
and Director
|
Herbert
L. Henkel
|
(Principal
Executive Officer)
|
|
|
|
|
/s/
James V. Gelly
|
Senior
Vice President and Chief Financial Officer
|
James
V. Gelly
|
(Principal
Financial Officer)
|
|
|
|
|
/s/
Richard W. Randall
|
Vice
President and Controller
|
Richard
W. Randall
|
(Principal
Accounting Officer)
|
|
|
|
|
/s/
Ann C. Berzin
|
Director
|
Ann
C. Berzin
|
|
|
|
/s/
Gary D. Forsee
|
Director
|
Gary
D. Forsee
|
|
|
|
/s/
Peter C. Godsoe
|
Director
|
Peter
C. Godsoe
|
|
|
|
/s/
Constance Horner
|
Director
|
Constance
Horner
|
|
|
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/s/
H. William Lichtenberger
|
Director
|
H.
William Lichtenberger
|
|
|
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/s/
Theodore E. Martin
|
Director
|
Theodore
E. Martin
|
|
|
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/s/
Patricia Nachtigal
|
Director
|
Patricia
Nachtigal
|
|
|
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/s/
Orin R. Smith
|
Director
|
Orin
R. Smith
|
|
|
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/s/
Richard J. Swift
|
Director
|
Richard
J. Swift
|
|
|
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/s/
Tony L. White
|
Director
|
Tony
L. White
|
|
|
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EXHIBIT
INDEX
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.
|
|
|
4.2
|
Amended
and Restated Bye-Laws of Ingersoll-Rand Company Limited, dated June
1,
2005, incorporated by reference to Exhibit 4.2 of the Company’s
Registration Statement on Form S-8 (File No. 333-128260), filed with
the
Commission on September 12, 2005
|
|
|
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), filed with the Commission
on
October 16, 2001.
|
|
|
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.
|
|
|
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.
|
|
|
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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4.7
|
IR
Executive Deferred Compensation Plan II, as amended and restated
effective
August 1, 2007 incorporated by reference to Exhibit 10.2 of the Company’s
Form 8-K, filed with the Commission on August 3, 2007.
|
|
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4.8
|
IR-Limited
Director Deferred Compensation and Stock Award Plan II, as amended
and
restated effective August 1, 2007 incorporated by reference to Exhibit
10.4 of the Company’s Form 8-K, filed with the Commission on August 3,
2007.
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5.1*
|
Opinion
of Conyers Dill & Pearman.
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23.1*
|
Consent
of PricewaterhouseCoopers LLP
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23.2
|
Consent
of Conyers Dill & Pearman (contained in Exhibit
5.1).
|
24
|
Power
of Attorney (included in the signature page of this Registration
Statement)
|
__________
*
Filed
herewith.