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    SEC Form S-8 filed by Emerson Electric Company

    3/12/25 4:49:31 PM ET
    $EMR
    Consumer Electronics/Appliances
    Technology
    Get the next $EMR alert in real time by email
    S-8 1 dp226196_s8.htm FORM S-8

     

    As filed with the Securities and Exchange Commission on March 12, 2025

     

    Registration No. 333-

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM S-8

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

     

    EMERSON ELECTRIC CO.

    (Exact name of registrant as specified in its charter)

     

         
    Missouri   43-0259330

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification No.) 

         

    8000 West Florissant Ave.

    St. Louis, Missouri

      63136
    (Address of Principal Executive Offices)   (Zip Code)

     

    Aspen Technology, Inc. 2022 Omnibus Incentive Plan

    (Full title of the plan)

     

    John A. Sperino, Esq.

    Vice President and Assistant Secretary

    Emerson Electric Co.

    8000 West Florissant Avenue

    St. Louis, Missouri 63136

    (314) 553-2000

    (Name and address, including telephone number and area code, of agent for service)

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

           
    Large accelerated filer ☒ Accelerated filer ☐
           
    Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐
           
        Emerging growth company ☐

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

     

     

     

    EXPLANATORY NOTE

     

    Emerson Electric Co. (“Emerson” or the “Registrant”), is filing this registration statement on Form S-8 (this “Registration Statement”) to register up to 1,102,162 shares of its common stock, par value $0.50 per share (“Emerson Common Stock”), issuable pursuant to outstanding and unvested awards of restricted stock units and performance stock units granted under the Aspen Technology, Inc. 2022 Omnibus Incentive Plan (the “AZPN Plan”), which awards were assumed by the Registrant in connection with completion of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 26, 2025, by and among Emerson, Emersub CXV, Inc., a Delaware corporation and a wholly owned subsidiary of Emerson (“Merger Sub”), and Aspen Technology, Inc., a Delaware corporation (“AZPN” and, such merger, the “Merger”).

     

    In accordance with the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each award of restricted stock units and performance stock units granted under the AZPN Plan that was outstanding and unvested as of immediately prior to the Effective Time (“AZPN Awards”) was assumed by Emerson and converted into an award of time-based restricted stock units with respect to Emerson Common Stock (“Emerson Awards”), subject to the same terms and conditions (including vesting schedule) that applied to the corresponding AZPN Awards immediately prior to the Effective Time. The number of shares of Emerson Common Stock subject to each such Emerson Award equals the target number of shares of AZPN common stock subject to the corresponding AZPN Award immediately prior to the Effective Time multiplied by the exchange ratio (as defined below). The “exchange ratio” is equal to 2.31776344, which equals the quotient obtained by dividing (i) the merger consideration by (ii) the average of the volume-weighted average closing price per share of Emerson Common Stock on the New York Stock Exchange for the five consecutive trading day period ending on the last trading day preceding the closing date.

     

     

     

    PART I

     

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     

    The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

     

    PART II

     

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     

    Item 3. Incorporation of Documents by Reference.

     

    The following documents previously filed by the Registrant with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

     

    ·the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the Commission on November 12, 2024 (the “Annual Report”), including the sections of the Registrant’s Definitive Proxy Statement on Schedule 14A for the Registrant’s 2025 Annual Meeting of Stockholders, as filed with the Commission on December 13, 2024, incorporated by reference in the Annual Report;

     

    ·the Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended December 31, 2024, filed with the Commission on February 5, 2025;

     

    ·the Registrant’s Current Reports on Form 8-K filed with the Commission on November 5, 2024, January 27, 2025, February 7, 2025, February 14, 2025, February 28, 2025 and March 4, 2025;

     

    ·All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report; and

     

    ·The description of the Registrant’s common stock included as Exhibit 4(c) to the Annual Report, including any amendment or report filed for purposes of updating such description.

     

    In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the 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 incorporated or 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.

     

    Not applicable.

     

    Item 5. Interests of Named Experts and Counsel.

     

    John A. Sperino, Esq., Vice President and Assistant Secretary of the Registrant, has opined as to the legality of the securities being offered by this Registration Statement. Mr. Sperino is not eligible to participate in the AZPN Plan.

     

    Item 6. Indemnification of Directors and Officers.

     

    The following summary is qualified in its entirety by reference to the complete text of Sections 351.355 of the Revised Statutes of Missouri and the Restated Articles of Incorporation and Bylaws, as amended, of the Registrant.

     

    The Registrant is a Missouri corporation. Section 351.355(1) of the Revised Statutes of Missouri provides that a corporation may indemnify a director, officer, employee or agent of the corporation in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, against expenses, including attorneys’ fees, judgments, fines and settlement amounts actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     

    Section 351.355(2) provides that the corporation may indemnify any such person in any threatened, pending or completed action or suit by or in the right of the corporation against expenses, including attorneys’ fees and settlement amounts actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that he or she may not be indemnified in respect of any claim, issue or matter in which he or she has been adjudged liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent, authorized by the court.

     

    Section 351.355(3) provides that a corporation shall indemnify any such person against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the action, suit or proceeding if he or she has been successful in defense of such action, suit or proceeding and if such action, suit or proceeding is one for which the corporation may indemnify him or her under Section 351.355(1) or (2). Section 351.355(7) provides that a corporation shall have the power to give any further indemnity to any such person, in addition to the indemnity otherwise authorized under Section 351.355, provided such further indemnity is either (i) authorized, directed or provided for in the articles of incorporation of the corporation or any duly adopted amendment thereof or (ii) is authorized, directed or provided for in any bylaw or agreement of the corporation which has been adopted by a vote of the shareholders of the corporation, provided that no such indemnity shall indemnify any person from or on account of such person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

     

    The Registrant has entered into indemnification agreements with the directors of the Registrant and adopted amendments to the Bylaws of the Registrant which incorporate indemnity provisions permitted by Section 351.355(7) described above. The agreements and amended Bylaws provide that the Registrant will indemnify its directors, officers and employees against all expenses (including attorneys’ fees), judgments, fines and settlement amounts, actually and reasonably paid or incurred in any action or proceeding, including any action on behalf of the Registrant, on account of their service as a director, officer or employee of the Registrant, any subsidiary of the Registrant or any other company or enterprise when they are serving in such capacities at the request of the Registrant, excepting only cases where (i) the conduct of such person is adjudged to be knowingly fraudulent, deliberately dishonest or willful misconduct, (ii) a final court adjudication shall determine that such indemnification is not lawful, (iii) judgment is rendered against such person for an accounting of profits made from a purchase or sale of securities of the Registrant in violation of Section 16(b) of the Exchange Act or of any similar statutory law, (iv) any remuneration paid to such person is adjudicated to have been paid in violation of law or (v) the action is brought by the Registrant, except where it is brought in the right of the Registrant or in connection with an acquisition of the Registrant in a transaction not approved by the Board of Directors by a majority of its continuing directors, which for this purpose means those directors holding office prior to the time of such acquisition or any successors who were approved as successors by the directors holding office prior to the time of such acquisition. Such person shall be indemnified only to the extent that the aggregate of losses to be indemnified exceeds the amount of such losses for which the director or officer is insured pursuant to any directors’ or officers’ liability insurance policy maintained by the Registrant. The amended Bylaws also provide that the Registrant may advance expenses incurred by an employee or agent, and shall pay expenses incurred by a director or officer, in advance of the final disposition of any action, suit or proceeding upon receipt of an undertaking by or on behalf of any such person to repay such amounts unless it is ultimately determined that any such person is entitled to be indemnified by the Registrant.

     

    Article 10 of the Registrant’s Restated Articles of Incorporation provides that the liability of the Registrant’s directors to the Registrant or any of its shareholders for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent permitted under the Missouri General and Business Corporation Law. Any repeal or modification of Article 10 by the Registrant’s shareholders shall not adversely affect any right or protection of a director of the Registrant existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

     

    The Registrant maintains directors’ and officers’ liability insurance.

     

     

     

    Item 7. Exemption from Registration Claimed.

     

    Not applicable.

     

    Item 8. Exhibits.

     

    Exhibit
    Number 

    Description 

       
    4.1 Restated Articles of Incorporation of Emerson Electric Co. (incorporated by reference to Exhibit 3(a) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001).
       
    4.2 Bylaws of Emerson Electric Co., as amended through May 4, 2021 (incorporated by reference to the Company’s Form 8-K dated May 4, 2021, filed on May 4, 2021).
       
    5 Opinion of John A. Sperino, Esq., Vice President and Assistant Secretary (filed herewith)
       
    23.1 Consent of Independent Registered Public Accounting Firm
       
    23.2 Consent of John A. Sperino, Esq., Vice President and Assistant Secretary (included in Exhibit 5) (filed herewith)
     
    24 Powers of Attorney (included in the signature pages hereto)
     
    99.1 Aspen Technology, Inc. 2022 Omnibus Incentive Plan (filed herewith)
       
    107 Filing Fee Table (filed herewith)

     

     

     

    Item 9. Undertakings.

     

    (a) The Registrant hereby undertakes:

     

    (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

     

    (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

     

    (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

     

    (iii) To include any material information with respect to the AZPN Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

     

    provided, however, that the undertakings set forth in paragraphs (a)(1)(i)and (a)(1)(ii) do not apply if 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 this Registration Statement;

     

    (2) 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;

     

    (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

     

    (b) The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 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 therein, 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 Securities 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 Securities 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 County of St. Louis, State of Missouri, on this 12th day of March, 2025.

     

      Emerson Electric Co.
         
      By:   /s/ John A. Sperino
          Name: John A. Sperino
         

    Title: Vice President and Assistant Secretary

     

     

    POWER OF ATTORNEY

     

    KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of M. J. Baughman, Michael Tang, and J. A. Sperino, each acting alone, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in their name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and all post-effective amendments thereto, of Emerson Electric Co., and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, 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 or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or 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 by the following persons in the capacities and on the dates indicated.

     

    Signature 

     

    Title 

     

    Date 

             
             
    /s/ James S. Turley   Chair   March 12, 2025
    James S. Turley        
             
             
    /s/ Surendralal (Lal) L. Karsanbhai   President, Chief Executive Officer and Director   March 12, 2025
    Surendralal (Lal) L. Karsanbhai        
             
             
    /s/ Mike J. Baughman  

    Executive Vice President an Chief Financial Officer and
    Chief Accounting Officer

      March 12, 2025
    Mike J. Baughman        
             
             
    /s/ Mark A. Blinn   Director   March 12, 2025
    Mark A. Blinn        
             
             
    /s/ Joshua B. Bolten   Director   March 12, 2025
    Joshua B. Bolten        
             
             
    /s/ Calvin Butler   Director   March 12, 2025
    Calvin Butler        
             
             
    /s/ Martin S. Craighead   Director   March 12, 2025
    Martin S. Craighead        
             
             
    /s/ Gloria A. Flach   Director   March 12, 2025
    Gloria A. Flach        
             
             
    /s/ Lori M. Lee   Director   March 12, 2025
    Lori M. Lee        
             
             
    /s/ Matthew S. Levatich   Director   March 12, 2025
    Matthew S. Levatich        
             
             
    /s/ Jim McKelvey   Director   March 12, 2025
    Jim McKelvey        

     

     

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    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

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    • Citigroup resumed coverage on Emerson with a new price target

      Citigroup resumed coverage of Emerson with a rating of Buy and set a new price target of $132.00

      3/17/25 7:33:14 AM ET
      $EMR
      Consumer Electronics/Appliances
      Technology
    • Emerson downgraded by Barclays with a new price target

      Barclays downgraded Emerson from Equal Weight to Underweight and set a new price target of $110.00 from $135.00 previously

      3/10/25 7:26:27 AM ET
      $EMR
      Consumer Electronics/Appliances
      Technology
    • Daiwa Securities initiated coverage on Emerson with a new price target

      Daiwa Securities initiated coverage of Emerson with a rating of Outperform and set a new price target of $147.00

      1/28/25 8:53:10 AM ET
      $EMR
      Consumer Electronics/Appliances
      Technology
    • President & CEO Karsanbhai Surendralal Lanca sold $1,892,384 worth of shares (16,698 units at $113.33) (SEC Form 4)

      4 - EMERSON ELECTRIC CO (0000032604) (Issuer)

      5/9/25 4:24:58 PM ET
      $EMR
      Consumer Electronics/Appliances
      Technology
    • Director Blinn Mark A sold $2,505 worth of shares (20 units at $125.24), decreasing direct ownership by 0.22% to 9,180 units (SEC Form 4)

      4 - EMERSON ELECTRIC CO (0000032604) (Issuer)

      2/14/25 4:40:06 PM ET
      $EMR
      Consumer Electronics/Appliances
      Technology
    • Director Levatich Matthew S sold $233,472 worth of shares (1,867 units at $125.05), decreasing direct ownership by 7% to 24,574 units (SEC Form 4)

      4 - EMERSON ELECTRIC CO (0000032604) (Issuer)

      2/13/25 4:11:37 PM ET
      $EMR
      Consumer Electronics/Appliances
      Technology

    $EMR
    Leadership Updates

    Live Leadership Updates

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    • Albertsons Companies Set to Join S&P MidCap 400

      NEW YORK, March 4, 2025 /PRNewswire/ -- Albertsons Companies Inc. (NYSE:ACI) will replace Aspen Technology Inc. (NASD: AZPN) in the S&P MidCap 400 effective prior to the opening of trading on Tuesday, March 11. S&P 500 constituent Emerson Electric Co. (NYSE:EMR) is acquiring Aspen Technology in a deal expected to be completed soon, pending final closing conditions. Following is a summary of the changes that will take place prior to the open of trading on the effective date: Effective Date  Index Name         Action  Company Name  Ticker  GICS Sector  March 11, 2025   S&P MidCap 400   Addition   Albertsons Companies ACI   Consumer Staples   March 11, 2025   S&P MidCap 400   Del

      3/4/25 6:41:00 PM ET
      $ACI
      $AZPN
      $EMR
      $SPGI
      Food Chains
      Consumer Staples
      EDP Services
      Technology
    • Latham Group Appoints New Independent Director

      LATHAM, N.Y., Oct. 09, 2024 (GLOBE NEWSWIRE) -- Latham Group, Inc., (NASDAQ:SWIM), the largest designer, manufacturer, and marketer of in-ground residential pools in North America, Australia, and New Zealand, today announced the appointment of seasoned financial executive Frank J. Dellaquila as a new independent member of its Board of Directors and Chair of the Company's Audit Committee, effective immediately. Mr. Dellaquila is replacing Robert D. Evans who resigned from the Board. Mr. Dellaquila served as Chief Financial Officer of Emerson Electric Co. (NYSE:EMR) from 2009 until his retirement in 2023 and was named Executive Vice President in 2012 and Senior Executive Vice President in 2

      10/9/24 4:05:00 PM ET
      $EMR
      $SWIM
      Consumer Electronics/Appliances
      Technology
      Plastic Products
      Industrials
    • Emerson to Help Drive Greater Industrial Edge Interoperability

      Company brings deep legacy of driving industry standards to Margo initiative enabling more flexible, scalable automation for customers ST. LOUIS, Sept. 16, 2024 /PRNewswire/ -- Global automation and technology leader Emerson (NYSE: EMR) is joining the Linux Foundation's Margo, a new open-standard initiative designed to make edge applications, devices and orchestration software work together seamlessly across multi-vendor industrial automation environments. As process and discrete manufacturers implement enhanced digitalization, they encounter challenges at the edge due to mult

      9/16/24 9:00:00 AM ET
      $EMR
      Consumer Electronics/Appliances
      Technology