Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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REGAL-BELOIT CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0875718
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Regal-Beloit Corporation
200 State Street
Beloit, Wisconsin 53511-6254
(608) 364-8800
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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James L. Packard
Chairman, President and Chief Executive Officer
Regal-Beloit Corporation
200 State Street
Beloit, Wisconsin 53511-6254
(608) 364-8800
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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with a copy to:
Benjamin F. Garmer, III Charles M. Weber
Foley & Lardner Quarles & Brady LLP
777 East Wisconsin Avenue 411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202 Milwaukee, Wisconsin 53202
(414) 271-2400 (414) 277-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, please check the following box. |_|
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. |X| 333-81968
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
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Title of Each Class of Amount to Be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to Be Registered Registered(1) Price Per Share(2) Offering Price(2) Registration Fee
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Common Stock, $.01 par value,
with attached Common Share 659,985 shares and $23.25 $15,344,651.25 $1,412
Purchase Rights................. rights
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(1) Each share of Regal-Beloit Corporation Common Stock has attached thereto one Common Share Purchase Right.
(2) Calculated pursuant to Rule 457 under the Securities Act of 1933. The value attributable to the Rights is reflected
in the price of the Common Stock.
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This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both as promulgated under the Securities Act
of 1933. The contents of the Registration Statement on Form S-3 (Registration
No. 333-81968) filed by Regal-Beloit Corporation with the Securities and
Exchange Commission on February 1, 2002, as amended, which was declared
effective on March 11, 2002, including the exhibits thereto, are incorporated
herein by reference.
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 Beloit, State of Wisconsin, on March 12, 2002.
REGAL-BELOIT CORPORATION
By: /s/ James L. Packard
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James L. Packard
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Title Date
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/s/ James L. Packard Chairman, President and Chief March 12, 2002
--------------------------- Executive Officer and Director
James L. Packard (Principal Executive Officer)
/s/ Kenneth F. Kaplan Vice President, Chief Financial March 12, 2002
--------------------------- Officer and Secretary (Principal
Kenneth F. Kaplan Accounting and Financial Officer)
/s/ Henry W. Knueppel Executive Vice President March 12, 2002
--------------------------- and Director
Henry W. Knueppel
* Director March 12, 2002
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Frank Bauchiero
* Director March 12, 2002
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J. Reed Coleman
* Director March 12, 2002
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John M. Eldred
* Director March 12, 2002
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Stephen Graff
* Director March 12, 2002
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Paul W. Jones
* Director March 12, 2002
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G. Frederick Kasten, Jr.
* Director March 12, 2002
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John A. McKay
*By: /s/ James L. Packard
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James L. Packard
Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Document Description
(5) Opinion of Foley & Lardner (including consent of counsel).
(23.1) Consent of Arthur Andersen LLP.
(23.2) Consent of Foley & Lardner (filed as part of Exhibit (5)).
(24) Powers of Attorney relating to subsequent amendments [Incorporated
by reference to Exhibit 24 to the Company's Registration Statement
on Form S-3 (Reg. No. 333-81968)].
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