As filed with the Securities and Exchange Commission on December 11, 2002.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rockwell Automation, Inc.
(Exact name of registrant as specified in its charter)
Delaware 25-1797617
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
777 East Wisconsin Avenue
Suite 1400
Milwaukee, Wisconsin 53202
(Address of Principal (Zip Code)
Executive Offices)
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Rockwell Automation, Inc.
2003 Directors Stock Plan
(Full title of the plan)
WILLIAM J. CALISE, JR., ESQ.
Senior Vice President, General Counsel and Secretary
Rockwell Automation, Inc.
777 East Wisconsin Avenue, Suite 1400
Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(414) 212-5200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=============================== ================ ================== =================== ==============
Amount Proposed maximum Proposed maximum Amount of
Title of Securities to be offering price aggregate registration
to be registered registered(1) per share(2) offering price(2) fee
------------------------------- ---------------- ------------------ ------------------- --------------
Common Stock, par value $1 per
share (including the
associated Preferred Share 500,000 shares $19.99 $9,995,000 $919.54
Purchase Rights)
=============================== ================ ================== =================== ===============
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(1) The shares of Common Stock set forth in the Calculation of Registration
Fee table which may be offered pursuant to this registration statement include,
pursuant to Rule 416 under the Securities Act of 1933, as amended, such
additional number of shares of the Registrant's common stock as may become
issuable as the result of any stock splits, stock dividends or similar events.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), based on the average of the high and low per share market
price of the Common Stock for New York Stock Exchange-Composite Transactions on
December 6, 2002 of $19.99.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file (File No. 1-12383) with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K of Rockwell Automation, Inc. ("Rockwell Automation") for the year ended September 30, 2002.
(b) Current Report on Form 8-K of Rockwell Automation dated December 4, 2002.
(c) The description of Rockwell Automation's Common Stock, par value $1 per share, and Rockwell Automation's Preferred Share Purchase Rights, which is incorporated in Rockwell Automation's Registration Statement on Form 8-A dated October 30, 1996 by reference to the material under the caption "Description of New Rockwell Capital Stock" on pages 105-115 of Rockwell Automation's Proxy Statement-Prospectus dated October 29, 1996, constituting a part of Rockwell Automation's Registration Statement on Form S-4 (Registration No. 333-14969).
All documents subsequently filed by Rockwell Automation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference 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 that statement. Any such statement so modified or superseded shall not constitute a part of this registration statement, except as so modified or superseded.
Item 4. Description of Securities.
This Item is not applicable.
Item 5. Interests of Named Experts and Counsel.
William J. Calise, Jr., Esq., who has passed upon the legality of any newly issued Common Stock of Rockwell Automation covered by this registration statement, is Senior Vice President, General Counsel and Secretary of Rockwell Automation.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits Delaware corporations to eliminate or limit the monetary liability of directors to a corporation or its shareholders for breach of their fiduciary duty of care, and also provides for indemnification of directors, officers, employees and agents, subject to limitations.
The last paragraph of Article Seventh of Rockwell Automation's Restated Certificate of Incorporation eliminates monetary liability of directors to Rockwell Automation and its shareowners for breach of fiduciary duty as directors to the extent permitted by Delaware law.
Section 13 of Article III of the By-Laws of Rockwell Automation and the appendix thereto entitled Procedures for Submission and Determination of Claims for Indemnification Pursuant to Article
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III, Section 13 of the By-Laws provide, in substance, for the indemnification of directors, officers, employees and agents of Rockwell Automation to the extent permitted by Delaware law.
Rockwell Automation's directors and officers are insured against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act.
In addition, Rockwell Automation and certain other persons may be entitled under agreements entered into with agents or underwriters to indemnification by such agents or underwriters against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which Rockwell Automation or such persons may be required to make in respect thereof.
Item 7. Exemption from Registration Claimed.
This Item is not applicable.
Item 8. Exhibits.
4-a --Restated Certificate of Incorporation of Rockwell Automation, filed as Exhibit 3 to Rockwell Automation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, is hereby incorporated by reference.
4-b --By-Laws of Rockwell Automation, filed as Exhibit 3-b-2 to Rockwell Automation's Annual Report on Form 10-K for the year ended September 30, 1998, is hereby incorporated by reference.
4-c --Rights Agreement dated as of November 30, 1996 between Rockwell Automation and ChaseMellon Shareholder Services, L.L.C., as rights agent, filed as Exhibit 4-c to Registration Statement No. 333-17031, is hereby incorporated by reference.
4-d --Copy of the Rockwell Automation, Inc. 2003 Directors Stock Plan.
5 --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell Automation, as to the legality of any newly issued Common Stock covered by this registration statement.
23-a --Consent of Deloitte & Touche LLP, independent auditors.
23-b --Consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell Automation, contained in his opinion filed as Exhibit 5 to this registration statement.
23-c --Consent of Chadbourne & Parke LLP.
24 --Powers of Attorney authorizing certain persons to sign this registration statement on behalf of certain directors and officers of Rockwell Automation, filed as Exhibit 24 to Rockwell Automation's Annual Report on Form 10-K for the year ended September 30, 2002, is hereby incorporated by reference.
Item 9. Undertakings.
A. Rockwell Automation 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 of 1933; (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
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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 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement; provided, however, that clauses (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with
or furnished to the Commission by Rockwell Automation 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.
(4) That, for purposes of determining any liability under the Securities Act, each filing of Rockwell Automation's annual report pursuant to Section 13(a) or 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.
B. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Rockwell Automation pursuant to the foregoing provisions, or otherwise, Rockwell Automation 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 Rockwell Automation of expenses incurred or paid by a director, officer or controlling person of Rockwell Automation 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, Rockwell Automation 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.
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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 Milwaukee, State of Wisconsin on the 11th day of December, 2002.
ROCKWELL AUTOMATION, INC.
By /s/ WILLIAM J. CALISE, JR.
-----------------------------------------------
(William J. Calise, Jr., Senior Vice President,
General Counsel and Secretary)
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on the 11th day of December, 2002 by the following persons in the capacities indicated:
Signature Title
--------- -----
DON H. DAVIS, JR.* Chairman of the Board and
Chief Executive Officer
(principal executive officer)
BETTY C. ALEWINE* Director
J. MICHAEL COOK* Director
WILLIAM H. GRAY, III* Director
WILLIAM T. MCCORMICK, JR.* Director
JOHN D. NICHOLS* Director
BRUCE M. ROCKWELL* Director
JOSEPH F. TOOT, JR.* Director
KENNETH F. YONTZ* Director
MICHAEL A. BLESS* Senior Vice President and Chief Financial
Officer (principal financial officer)
DAVID M. DORGAN* Vice President and Controller (principal
accounting officer)
* By /s/ WILLIAM J. CALISE, JR.
----------------------------------------------
(William J. Calise, Jr., Attorney-in-fact)**
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** By authority of the powers of attorney filed herewith.
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EXHIBIT INDEX
Exhibit Page Number ---- ------- 4-a Restated Certificate of Incorporation of Rockwell |
Automation, filed as Exhibit 3 to Rockwell Automation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, is hereby incorporated by reference.
4-b By-Laws of Rockwell Automation, filed as Exhibit 3-b-2 to Rockwell Automation's Annual Report on Form 10-K for the year ended September 30, 1998, is hereby incorporated by reference.
4-c Rights Agreement dated as of November 30, 1996 between Rockwell Automation and ChaseMellon Shareholder
Services, L.L.C., as rights agent, filed as Exhibit 4-c
to Registration Statement No. 333-17031, is hereby
incorporated by reference.
4-d Copy of the Rockwell Automation, Inc. 2003 Directors
Stock Plan.
5 Opinion of William J. Calise, Jr., Esq., Senior Vice
President, General Counsel and Secretary of Rockwell
Automation, as to the legality of any newly issued
Common Stock covered by this registration statement.
23-a Consent of Deloitte & Touche LLP, independent auditors.
23-b Consent of William J. Calise, Jr., Esq., Senior Vice
President, General Counsel and Secretary of Rockwell
Automation, contained in his opinion filed as Exhibit 5
to this registration statement.
23-c Consent of Chadbourne & Parke LLP.
24 Powers of Attorney authorizing certain persons to sign
this registration statement on behalf of certain
directors and officers of Rockwell Automation, filed as
Exhibit 24 to Rockwell Automation's Annual Report on
Form 10-K for the year ended September 30, 2002 is
hereby incorporated by reference.
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Exhibit 4-d
ROCKWELL AUTOMATION, INC.
2003 DIRECTORS STOCK PLAN
1. PURPOSE OF THE PLAN. The purpose of the 2003 Directors Stock Plan (the Plan) is to link the compensation of non-employee directors of Rockwell Automation, Inc. (Rockwell Automation) directly with the interests of the Rockwell Automation shareowners.
2. PARTICIPANTS. Participants in the Plan shall consist of directors of Rockwell Automation who are not employees of Rockwell Automation or any of its subsidiaries (Non-Employee Directors). The term "subsidiary" as used in the Plan means a corporation more than 50% of the voting stock of which, or an unincorporated business entity more than 50% of the equity interest in which, shall at the time be owned directly or indirectly by Rockwell Automation.
3. SHARES RESERVED UNDER THE PLAN. Subject to the provisions of Section 9, there shall be reserved for delivery under the Plan 500,000 shares of Common Stock, par value $1 per share, of Rockwell Automation (Shares). Shares to be delivered under the Plan may be authorized and unissued Shares, Shares held in treasury or any combination thereof.
4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Compensation and Management Development Committee (the Committee) of the Board of Directors of Rockwell Automation (the Board), subject to the right of the Board, in its sole discretion, to exercise or authorize another committee or person to exercise some or all of the responsibilities, powers and authority vested in the Committee under the Plan. The Committee (or the Board or any other committee or person authorized by the Board) shall have authority to interpret the Plan and to prescribe, amend and rescind rules and regulations relating to the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons.
5. EFFECTIVE DATE OF THE PLAN. The Plan has been approved by the Board and shall be submitted to the shareowners of Rockwell Automation for approval at the Annual Meeting of
Shareowners to be held in 2003, and, if approved by the shareowners, shall become effective on the date and at the time of such approval.
6. ANNUAL AWARD OF SHARES. Immediately following the Annual Meeting of Shareowners of Rockwell Automation held in 2003 and each Annual Meeting of Shareowners thereafter, each Non-Employee Director who is elected a director at, or who was previously elected and continues as a director after, that Annual Meeting shall receive an award of up to 1,000 Shares. The number of Shares so awarded (the Annual Share Amount) shall be fixed from time to time by the Board pursuant to a resolution adopted by a majority of the whole Board. Each Non-Employee Director who is elected a director at any meeting of the Board shall receive effective immediately after that meeting an award of one hundred percent (100%) of the Annual Share Amount if elected after an Annual Meeting of Shareowners and prior to May 1; an award of seventy-five percent (75%) of the Annual Share Amount if elected between May 1 and July 31; an award of fifty percent (50%) of the Annual Share Amount if elected between August 1 and October 31; and an award of twenty-five percent (25%) of the Annual Share Amount if elected between November 1 and the next Annual Meeting of Shareowners. A participant shall not be required to make any payment for any Shares delivered under this Section 6. Upon the delivery of Shares under this Section 6, the recipient shall have the entire beneficial ownership interest in, and all
rights and privileges of a shareowner as to those Shares, including the right to vote the Shares and to receive dividends thereon.
Each Non-Employee Director may elect each year, not later than December 31 of the year preceding the year in which the annual award of Shares is to be made, to receive the annual award in the form of restricted stock (Restricted Shares). Upon receipt of Restricted Shares, the recipient shall have the right to vote the Restricted Shares and to receive dividends thereon, and the Restricted Shares shall have all the attributes of outstanding Shares, except that the Restricted Shares shall be held in book-entry accounts subject to the direction of Rockwell Automation (or if Rockwell Automation elects, certificates therefor may be issued in the recipient's name but delivered to and held by Rockwell Automation) until ten days after the recipient retires from the Board under the Board's retirement policy or if the recipient resigns from the Board or ceases to be a director by reason of the antitrust laws, compliance with Rockwell Automation's conflict of interest policies, death, disability or other circumstances the Board determines not to be adverse to the best interests of Rockwell Automation, at which time the Restricted Shares so held shall be delivered to the Non-Employee Director and cease to be Restricted Shares. If a Change of Control as defined in Article III, Section 13(I)(1) of Rockwell Automation's By-Laws shall occur, then the restrictions on all Shares granted as Restricted Shares under the Plan at any time before the occurrence of that Change of Control shall forthwith lapse, those Shares
shall cease to be Restricted Shares and those Shares shall be delivered as promptly as practicable to the Non-Employee Directors in whose names they are registered.
7. STOCK OPTIONS.
(a) Grant of Options.
(i) Grants upon Election to the Board. Any individual who is elected for the first time as a Non-Employee Director of Rockwell Automation shall be granted an option to purchase up to 10,000 Shares at the meeting of the Board at which, or immediately following the Annual Meeting of Shareowners at which, the individual is first elected a Non-Employee Director of Rockwell Automation. The number of Shares to be subject to the option so granted shall be fixed from time to time by the Board pursuant to a resolution adopted by a majority of the whole Board.
(ii) Annual Grants. Immediately following the Annual Meeting of Shareowners held in 2003 and each Annual Meeting of Shareowners thereafter, each Non-Employee Director who is elected a director at, or who was previously elected and continues as a director after, that Annual Meeting shall be granted an option to purchase up to 5,000 Shares. The number of Shares to be subject to the option so granted (the
Annual Option Amount) shall be fixed from time to time by the Board pursuant to a resolution adopted by a majority of the whole Board. Each Non-Employee Director who is elected a director at any meeting of the Board shall be granted immediately after that meeting an option to purchase one hundred percent (100%) of the Annual Option Amount if elected after an Annual Meeting of Shareowners and prior to May 1; an option to purchase seventy-five percent (75%) of the Annual Option Amount if elected between May 1 and July 31; an option to purchase fifty percent (50%) of the Annual Option Amount if elected between August 1 and October 31; and an option to purchase twenty-five percent (25%) of the Annual Option Amount if elected between November 1 and the next Annual Meeting of Shareowners.
(iii) Discretionary Grants. At such times as the Board may determine, the Board may grant to each Non-Employee Director, or to one or more designated Non-Employee Directors, options to purchase such additional number of Shares as the Board in its sole discretion shall determine.
(b) Exercise Price.
The exercise price per share for each option granted under Section 7(a) shall be one hundred percent (100%) of the closing price per share of the Shares as reported on the New York Stock Exchange-
Composite Transactions (the Fair Market Value) on the date of grant (or on the next preceding day that Shares were traded if they were not traded on the date of grant).
(c) Exercise and Termination. The purchase price of the Shares with respect to which an option or portion thereof is exercised shall be payable in full in cash, Shares valued at their Fair Market Value on the date of exercise (or on the next preceding day that Shares were traded if they were not traded on the date of exercise), or a combination thereof. Each option may be exercised in whole or in part at any time after it becomes exercisable; and each option shall become exercisable in three approximately equal installments on each of the first, second and third anniversaries of the date the option is granted. No option shall be exercisable prior to one year nor after ten years from the date of the grant thereof; provided, however, that if the holder of an option dies, the option may be exercised from and after the date of the optionee's death for a period of three years (or until the expiration date specified in the option, if earlier) even if it was not exercisable at the date of death. Moreover, if an optionee retires after reaching age 72 or before age 72 with at least ten years service as a director, all options then held by such optionee shall be exercisable even if they were not exercisable at such retirement date; provided, however, that each such option shall expire at the earlier of five years after the date
of the optionee's retirement or the expiration date specified in the option. If an optionee ceases to be a director by reason of disability or resignation from the Board for reasons of the antitrust laws, compliance with Rockwell Automation's conflict of interest policies or other circumstances that the Board determines not to be adverse to the best interests of Rockwell Automation, all options then held by such optionee may be exercised from and after such termination date for a period of one year (or until the expiration date specified in the option, if earlier), even if they were not exercisable at such termination date, unless otherwise determined by the Board. If an optionee ceases to be a director while holding unexercised options for any reason not specified above, such options are then void. If a Change of Control as defined in Article Ill, Section 13(I)(1) of Rockwell Automation's By-laws shall occur, then all options then outstanding pursuant to the Plan shall forthwith become fully exercisable whether or not otherwise then exercisable.
(d) Nonassignability. Options granted under the Plan are not transferable other than (i) by will or by the laws of descent and distribution; or (ii) by gift to the grantee's spouse or natural, adopted or step-children or grandchildren (Immediate Family Members) or to a trust for the benefit of one or more of the grantee's Immediate Family Members or to a family charitable trust established by the grantee or a member of
the grantee's family.
8. RESTRICTED SHARES IN LIEU OF CASH COMPENSATION.
(a) Minimum Award.
(i) Each person who is a Non-Employee Director shall receive up to fifty percent (50%) of his or her annual retainer fee for service on the Board (or the applicable pro rata portion thereof) by delivery of a whole number of Restricted Shares determined by dividing the portion of the retainer fee to be paid in Restricted Shares by the Fair Market Value of the Shares on the date when payment is made (or on the next preceding day that Shares were traded if they were not traded on such date) and rounding up to the next higher whole number. Such percentage of the annual retainer to be paid in Restricted Shares shall be fixed from time to time by the Board pursuant to a resolution adopted by a majority of the whole Board.
(ii) On and after the first day of Rockwell Automation's 2004 fiscal year, each Non-Employee Director shall receive the Restricted Shares to which he or she is entitled pursuant to Section 8(a)(i) on the first business day of Rockwell Automation's 2004 fiscal year and each subsequent fiscal year (or, if later, the first business day during that fiscal year on which such person
serves as a Non-Employee Director).
(b) Elective Awards. Each Non-Employee Director may elect each year, not later than December 31 of the year preceding the year as to which an election is to be applicable, to receive all or any part of the cash portion of his or her retainer or other fees to be paid for board, committee or other service in the following calendar year through the issuance or delivery of Restricted Shares, valued at their Fair Market Value on the date when each payment of such retainer amount would otherwise be made in cash (or on the next preceding day that Shares were traded if they were not traded on such date).
(c) Discretionary Grants. At such times as the Board may determine, the Board may grant to each Non-Employee Director, or to one or more designated Non-Employee Directors, awards of such additional numbers of Restricted Shares as the Board in its sole discretion may determine.
(d) Terms of Restricted Shares. Restricted Shares issued or delivered pursuant to this Section 8 shall be the same as and subject to the same provisions as are applicable to Restricted Shares issued or delivered pursuant to Section 6.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If there shall be any change in or affecting Shares on account of any merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split or combination, or other distribution to holders of Shares (other than a cash dividend), there shall be made or taken such amendments to the Plan and such adjustments and actions thereunder as the Board may deem appropriate under the circumstances.
10. GOVERNMENT AND OTHER REGULATIONS. The obligations of Rockwell Automation to issue or deliver Shares under the Plan or upon exercise of options granted under Section 7 shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, compliance with the Securities Act of 1933, as amended, and (ii) the condition that such Shares shall have been duly listed on the New York Stock Exchange.
11. AMENDMENT AND TERMINATION OF THE PLAN. The Plan may be amended by the Board in any respect, provided that, without shareowner approval, no amendment shall materially increase the maximum number of Shares available for delivery under the Plan (other than adjustments pursuant to Section 9) or otherwise be effective to the extent that shareowner approval is necessary to comply with any applicable tax or regulatory requirement or rule of any exchange on which the Shares are listed. The Plan may also be terminated at any time by the Board. Termination of the Plan shall not affect the rights of Non-Employee Directors with respect to awards previously granted to them and all unexpired awards shall continue in force and effect after termination of the Plan except as they may lapse or be terminated by their own terms and conditions.
12. MISCELLANEOUS.
(a) Nothing contained in the Plan shall be deemed to confer upon any person any right to continue as a director of or to be associated in any other way with Rockwell Automation.
(b) To the extent that Federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Delaware.
Exhibit 5
William J. Calise, Jr.
Senior Vice President
General Counsel and Secretary
777 East Wisconsin Avenue, Suite 1400
Milwaukee, WI 53202
414.212.5355 Fax 414.212.5357 wjcalise@corp.rockwell.com
Rockwell Automation
December 11, 2002
Rockwell Automation, Inc.
777 East Wisconsin Avenue
Suite 1400
Milwaukee, WI 53202
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Rockwell Automation, Inc., a Delaware corporation (the "Company"), and am delivering this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") registering under the Securities Act of 1933, as amended (the "Act"), 500,000 shares of Common Stock, par value $1 per share, of the Company, including the associated Preferred Share Purchase Rights (the "Common Shares"), that may be delivered pursuant to the Rockwell Automation, Inc. 2003 Directors Stock Plan (the "Plan").
I have examined such documents, records and matters of law as I have deemed necessary as a basis for the opinion hereinafter expressed. On the basis of the foregoing, and having regard for legal considerations that I deem relevant, I am of the opinion that when the Registration Statement becomes effective under the Act, any newly issued Common Shares delivered pursuant to the Plan will, when so delivered, be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
I express no opinion herein as to any laws other than the General Corporation Law of the State of Delaware (as well as applicable provisions of the Delaware constitution and applicable reported judicial decisions) and the Federal laws of the United States.
Very truly yours,
/s/ William J. Calise, Jr. |
Exhibit 23-a
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of Rockwell Automation, Inc. on Form S-8 of our report dated November 6, 2002 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"), appearing in the Annual Report on Form 10-K of Rockwell Automation, Inc. for the year ended September 30, 2002, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP Milwaukee, Wisconsin December 9, 2002 |
Exhibit 23-c
CONSENT OF COUNSEL
We hereby consent to the reference to this firm and to the inclusion of the summary of our opinion under the caption "Tax Consequences" in the Prospectus related to this Registration Statement on Form S-8 filed by Rockwell Automation, Inc. in respect of the Rockwell Automation, Inc. 2003 Directors Stock Plan.
/s/ CHADBOURNE & PARKE LLP |
30 Rockefeller Plaza
New York, New York 10112
December 11, 2002