DELAWARE (State or other jurisdiction of incorporation or organization) |
36-3555336 (I.R.S. Employer Identification No.) |
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630 Dundee Road Northbrook, Illinois (Address of principal executive offices) |
60062 (Zip Code) |
Copy to: | ||
Frank J. Notaro | Christopher D. Lueking | |
Vice President | Latham & Watkins | |
General Counsel and Secretary | Sears Tower, Suite 5800 | |
IDEX Corporation | 233 S. Wacker Drive | |
630 Dundee Road | Chicago, IL 60606 | |
Northbrook, IL 60062 | (312) 876-7700 | |
(847) 498-7070 | (312) 993-9767 (fax) |
Large accelerated filer þ
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Accelerated filer o | |
Non-accelerated filer (do not check if a smaller reporting company) o
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Smaller reporting company o |
Proposed maximum | Proposed maximum | |||||||||||||||||||||
Title of securities | Amount to be | offering price per | aggregate offering | Amount of | ||||||||||||||||||
to be registered | registered (1) | share (2) | price (2) | registration fee | ||||||||||||||||||
Common Stock,
par value $0.01 per
share (Shares)
|
3,650,000 | $ | 32.54 | $ | 118,771,000 | $ | 4,667.70 | |||||||||||||||
(1) | This Registration Statement registers 3,650,000 shares of common stock, par value $0.01 per share (the Common Stock) of IDEX Corporation (the Company) pursuant to the IDEX Corporation Incentive Award Plan (as Amended and Restated) (the Plan), in addition to the 2,300,000 shares of Common Stock which were registered under the Plan on a registration statement on Form S-8 (File No. 333-123558) filed with the Securities and Exchange Commission on March 24, 2005 (the Prior Form S-8). The contents of the Prior Form S-8 are incorporated into this Registration Statement by reference. Pursuant to a three-for-two stock split of the Companys Common Stock effected in May 2007 and in accordance with footnote no. 1 to the Prior Form S-8, the number of registered shares under the Prior Form S-8 was increased to 3,450,000 shares of Common Stock. The total number of shares of Common Stock registered under this Registration Statement and under the Prior Form S-8 equals 7,100,000 shares. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers any additional shares of the Companys Common Stock that may become issuable under the Plan by reason of any substitutions or adjustments to shares to account for any change in corporate capitalization, such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination or exchange of shares of Common Stock, dividend in kind, or other like change in capital structure. | |
(2) | Pursuant to Rule 457 of the Securities Act, as amended, based upon the average of the high and low prices of the Companys Shares as reported on the New York Stock Exchange on April 4, 2008 ($32.54). Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act. |
Item 1.
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Plan Information | |
Not required to be filed with this Registration Statement. | ||
Item 2.
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Registrant Information and Employee Plan Annual Information | |
Not required to be filed with this Registration Statement. |
Item 3.
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Incorporation of Documents by Reference |
A.
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The Companys Annual Report on Form 10-K filed on February 29, 2008 (File No. 001-10235), for the fiscal year ended December 31, 2007. | |
B.
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The Companys Proxy Statement, filed on March 7, 2008. | |
C.
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The Companys Registration Statement on Form S-8 (File No. 333-123558), filed on March 24, 2005. | |
D.
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All reports filed by the Company with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) since December 31, 2007. |
2
Item 4.
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Description of Securities | |
Not required to be filed with this Registration Statement. | ||
Item 5.
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Interests of Named Experts and Counsel | |
Not applicable. | ||
Item 6.
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Indemnification of Directors and Officers | |
Not required to be filed with this Registration Statement. | ||
Item 7.
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Exemption From Registration Claimed | |
Not applicable. | ||
Item 8.
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Exhibits |
Exhibit No. |
Description of Exhibit |
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5.1
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Opinion of Latham & Watkins | |
23.1
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Consent of Independent Registered Public Accounting Firm | |
23.2
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Consent of Latham & Watkins | |
24.1
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Power of Attorney |
Item 9.
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Undertakings | |
Not required to be filed with this Registration Statement. |
3
IDEX CORPORATION |
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By: | /s/ Dominic A. Romeo | |||
Dominic A. Romeo | ||||
Vice President and Chief Financial Officer | ||||
Signature |
Title |
Date |
||
/s/ Lawrence D. Kingsley
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Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | April 8, 2008 | ||
/s/ Dominic A. Romeo
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Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | April 8, 2008 | ||
/s/ Bradley J. Bell
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Director | April 8, 2008 | ||
/s/ Ruby R. Chandy
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Director | April 8, 2008 | ||
/s/ William M. Cook
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Director | April 8, 2008 |
Signature |
Title |
Date |
||
/s/ Frank S. Hermance
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Director | April 8, 2008 | ||
/s/ Gregory F. Milzcik
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Director | April 8, 2008 | ||
/s/ Neil A. Springer
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Director | April 8, 2008 | ||
/s/ Michael T. Tokarz
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Director | April 8, 2008 |
Exhibit No. | Description of Exhibit | |||
5.1
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Opinion of Latham & Watkins | Filed herewith. | ||
23.1 |
Consent of Independent Registered Public Accounting Firm | Filed herewith. | ||
23.2 |
Consent of Latham & Watkins | Contained in opinion filed as Exhibit 5.1. | ||
24.1 |
Power of Attorney | Included on signature page hereto. |