As filed with the Securities and Exchange Commission on February 16, 2001
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METTLER-TOLEDO INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3668641
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
Im Langacher, P.O. Box MT-100
CH 8606 Greifensee
Switzerland
(Address of principal executive offices)
Mettler-Toledo International Inc.
1997 Amended and Restated Stock Option Plan
(Full title of the plans)
William P. Donnelly,
Chief Financial Officer
METTLER-TOLEDO INTERNATIONAL INC.
Im Langacher, P.O. Box MT-100
CH 8606 Greifensee
Switzerland
011 411 944 2211
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
to be Registered to be Offering Aggregate Registration
Registered Price Per Offering Fee
(1) Share (2) Price
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Common stock, par 2,500,000 $48.77344 $121,933,593.75 $30,483.40
value $.01 per share shares
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(1) Includes such additional number of shares as may be required in the
event of a stock split, stock dividends or similar transaction in
accordance with Rule 416(a) of the Securities Act of 1933.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933 based upon the
average of the high and low prices, as reported by the New York Stock
Exchange on February 12, 2001, of the common stock, par value $.01 per
share (the "Common Stock"), of Mettler-Toledo International Inc.
EXPLANATORY NOTE
By a registration statement on Form S-8 filed with the Securities and
Exchange Commission on May 14, 1998 (File No. 333-52661), Mettler-Toledo
International Inc. (the "Registrant") registered 6,368,445 shares of Common
Stock, reserved for issuance upon the exercise of options granted under the
Mettler-Toledo International Inc. 1997 Amended and Restated Stock Option
Plan (the "Plan").
This registration statement is being filed pursuant to Instruction E
to Form S-8 to register 2,500,000 additional shares of Common Stock
issuable upon the exercise of options granted under the Plan.
INCORPORATION OF CONTENTS OF
REGISTRATION STATEMENT BY REFERENCE
Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this registration statement the contents of
the Registrant's registration statement on Form S-8 (File No. 333-52661)
and any post-effective amendments thereto.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
Certain legal matters with respect to the validity of the Common Stock
offered hereby have been passed upon for the Registrant by Fried, Frank,
Harris, Shriver & Jacobson, London, England. Partners of the firm working
on this matter own 1,504 shares of Common Stock.
Item 8. Exhibits
Exhibit No. Description of Exhibit
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4.1* Mettler-Toledo International Inc. 1997 Amended and
Restated Stock Option Plan (as amended February 3,
2000).
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson as
to the validity of the shares of Common Stock covered
by this registration statement.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers, Independent
Auditors.
24.1 Power of Attorney (included on the signature page
included in this registration statement).
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* filed herewith
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 New York, State of New York, on
February 8, 2001.
Mettler-Toledo International Inc.
By: /s/ William P. Donnelly
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William P. Donnelly
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each of the undersigned officers and directors of Mettler-Toledo
International Inc., a Delaware corporation, hereby constitutes and appoints
Robert F. Spoerry, William P. Donnelly and James T. Bellerjeau, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration
statement and any additional registration statements pursuant to
Instruction E to Form S-8 and any and all documents in connection
therewith, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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, and hereby ratifies, approves
and confirms all that his said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ Robert F. Spoerry Chairman of the Board,
------------------------- President and Chief February 8, 2001
Robert F. Spoerry Executive Officer
/s/ William P. Donnelly Chief Financial Officer February 8, 2001
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William P. Donnelly
/s/ Phillip Caldwell Director February 8, 2001
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Phillip Caldwell
/s/ John T. Dickson Director February 8, 2001
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John T. Dickson
/s/ Reginald H. Jones Director February 8, 2001
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Reginald H. Jones
/s/ John D. Macomber Director February 8, 2001
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John D. Macomber
/s/ George M. Milne Director February 8, 2001
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George M. Milne
/s/ Laurence Z.Y. Moh Director February 8, 2001
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Laurence Z.Y. Moh
/s/ Thomas P. Salice Director February 8, 2001
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Thomas P. Salice
Index to Exhibits
Exhibit No. Description of Exhibit
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4.1* Mettler-Toledo International Inc. 1997 Amended and
Restated Stock Option Plan (as amended February 3,
2000).
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson as
to the validity of the shares of Common Stock covered
by this registration statement.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers, Independent
Auditors.
24.1 Power of Attorney (included on the signature page
included in this registration statement).
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* filed herewith