As filed with the Securities and Exchange Commission
on March 26, 1996
Registration No. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
____________
FRANKLIN ELECTRIC CO., INC.
(Exact Name of Registrant as Specified in Its Charter)
____________
Indiana 35-0827455
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation)
____________
400 East Spring Street
Bluffton, Indiana 46714
(Address of Principal Executive Offices) (Zip Code)
____________
Franklin Electric Co., Inc.
1996 Nonemployee Director Stock Option Plan
(Full Title of the Plan)
____________
Jess B. Ford
Vice President, Chief Financial Officer
Franklin Electric Co., Inc.
400 East Spring Street
Bluffton, Indiana 46714
(219)824-2900
(Name, Address, and Telephone Number, Including Area Code,
of Agent for Service)
____________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum
Amount of
Title of Securities to be Offering Price Aggregate
Registration
to be Registered Registered Per Share<F1> Offering
Price<F1> Fee
- ---------------- ---------- ------------ -----------------
- ---
Common Stock, par 90,000 $36.375 $3,273,750
$1,128.88
value $.10 per share
(the "Common Stock")<F2>
<FN>
<F1>Computed on the basis of the average of the high and low sales
price for the Common
Stock reported on the National Association of Securities Dealers
Automated Quotation
System on March 20, 1996, pursuant to Rule 457(h) of the
Securities Act of 1933, as
amended, solely for the purpose of calculating the amount of the
registration fee.
<F2>Each share of Common Stock includes one related Common Stock
Purchase Right. The
Common Stock Purchase Rights are currently not evidenced by
separate certificates and
may not be transferred except upon transfer of the related shares
of Common Stock.
The value attributed to the Common Stock Purchase Rights is
reflected in the market
price of the Common Stock of the Registrant.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents which have been filed by Franklin
Electric Co., Inc. (the "Registrant") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 30, 1995;
(b) The description of the Registrant's Common Stock, and related
Common Stock Purchase Rights, contained in the Registrant's
Registration Statement filed on Form 8-A filed with the
Commission on February 26, 1991 under Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act"), and the
Registration Statement filed on Form S-4 (the Plan of
Recapitalization) filed with the Securities and Exchange
Commission ("Commission") on July 6, 1989.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and 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
herein by reference and to be a part hereof from the date of filing
of such documents.
Any statement contained in any 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 subsequently
filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Except as so
modified or superseded, such statement shall not be deemed to
constitute a part of this Registration Statement.
Item 4. Description of Securities
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
- -----------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
The Indiana Business Corporation Law permits indemnification of
directors, employees and agents of corporations under certain
conditions and subject to certain limitations. Article VII of the
By-laws of the Registrant ("Article VII") provides that each person
who was or is a part to, or has threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the
fact that he or she is or was a director or officer of the
corporation, or that he or she was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, will be indemnified by the Registrant, to the fullest
extent authorized by the Indiana Business Corporation Law, as
currently in effect, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding provided that the individual's conduct was in good
faith, and the individual reasonably believed that in the case of
conduct in the individual's official capacity with the Registrant,
that such conduct was in its best interest and in all other cases,
that the individual's conduct was at least not opposed to its best
interest, and in the case of any criminal proceeding, the individual
either had reasonable cause to believe the individual's conduct was
lawful or had no reasonable cause to believe the individual's conduct
was unlawful. Article VII provides that the rights conferred thereby
are contract rights between the Registrant and each Director or
Officer serving in each such capacity, and any repeal or modification
of Article VII shall not affect any rights or obligations thereunder
with respect to any state of facts then or theretofore existing or
any claim, action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state
of facts. Article VII provides that the Registrant may, by action of
the Board of Directors, provide indemnification to its employees or
agents of the Registrant, to the same extent as the indemnification
provided to a director or officer of the Registrant.
The registrant has insurance which, subject to certain policy
limits, deductible amounts and exclusions, insures directors and
officers of the Registrant for liabilities incurred as a result of
acts committed in their capacity as directors and officers or claims
made against them by reason of their status as directors or officers.
Item 7. Exemption From Registration Claimed
- --------------------------------------------
Not applicable.
Item 8. Exhibits
- -----------------
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of the Registration
Statement.
Item 9. Undertakings.
- ----------------------
(a) Rule 415 offerings.
------------------
The undersigned 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 posteffective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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) Filings Incorporating Subsequent Exchange Act Documents By
- ---------------------------------------------------------------
Reference.
- ----------
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
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) Filing of Registration Statement on Form S-8.
- -------------------------------------------------
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
The Registrant. 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 Chicago, State of Illinois, on December 8, 1995.
FRANKLIN ELECTRIC CO., INC.
(Registrant)
By: WILLIAM H. LAWSON
------------------------
William H. Lawson
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints each of
William H. Lawson and Jess B. Ford as such person's true and lawful
attorney to execute in the name of each such person, and to file, any
amendments to this registration statement that such attorney deems
necessary or desirable to enable the Registrant to comply with the
Securities Act of 1933, and any rules, regulations, and requirements
of the Securities and Exchange Commission with respect thereto, in
connection with the registration of the shares of Common Stock (and
the related Preference Stock Purchase Rights attached thereto) that
are subject to this registration statement, which amendments may make
such changes in such registration statement as the above-named
attorneys deem appropriate, and to comply with the undertakings of
the Registrant made in connection with this registration statement;
and each of the undersigned hereby ratifies all that said attorneys
will 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 date indicated.
Signature Title Date
--------- ----- ----
WILLIAM H. LAWSON Chairman of the Board and December 8, 1995
- ------------------- Chief Executive Officer
William H. Lawson (Principal Executive Officer
JOHN B. LINDSAY President December 8, 1995
- -------------------
John B. Lindsay
JESS B. FORD Vice President and Chief December 8, 1995
- ------------------- Financial Officer
(Principal Financial and
Accounting Officer)
WILLIAM W. KEEFER Director December 8, 1995
- -------------------
William W. Keefer
ROBERT H. LITTLE Director December 8, 1995
- -------------------
Robert H. Little
PATRICIA SCHAEFER Director December 8, 1995
- -------------------
Patricia Schaefer
DONALD J. SCHNEIDER Director December 8, 1995
- -------------------
Donald J. Schneider
GERARD E. VENEMAN Director December 8, 1995
- -------------------
Gerard E. Veneman
JURIS VIKMANIS Director December 8, 1995
- -------------------
Juris Vikmanis
HOWARD B. WITT Director December 8, 1995
- -------------------
Howard B. Witt
EXHIBIT INDEX
Sequentially
Exhibit Number Exhibit Numbered Page
- -------------- ------- -------------
4.1 Restated Articles of Incorporation of
Franklin Electric Co., Inc. (incorporated
herein by reference to Exhibit 3 of the
Company's Form 10-K for the fiscal year
ended December 30, 1989)
Articles of Amendment of the Restated
Articles of Incorporation of Franklin
Electric Co., Inc. effective February 26,
1991 (incorporated herein by reference to
the Company's current report on Form 8-K
dated February 26, 1991)
4.2 By-laws of Franklin Electric Co., Inc.
as amended, effective July 15, 1994
(incorporated herein by reference to the
Company's Form 10-K for the fiscal year
ended December 31, 1994)
4.3 Rights Agreement dated as of February 11,
1991 between Franklin Electric Co., Inc.
and Lincoln National Bank & Trust Co. of
Fort Wayne (incorporated herein by reference
to the Company's registration statement on
Form 8-A dated February 26, 1991)
4.4 Franklin Electric Co., Inc. 1996
Nonemployee Director Stock Option Plan
5 Opinion of Schiff Hardin & Waite
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Schiff Hardin & Waite
(contained in their opinion filed as
Exhibit 5)
24 Powers of Attorney (contained on the
signature pages hereto)