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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TWIN DISC, INCORPORATED
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(Exact name of issuer as specified in its charter)
Wisconsin 39-0667110
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(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1328 Racine Street, Racine, Wisconsin 53403
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(Address of Principal Executive Offices) (Zip Code)
Twin Disc, Incorporated - The Accelerator 401(k) Savings Plan
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(Full title of the plan)
Fred H. Timm, 1328 Racine Street, Racine, Wisconsin 53403
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(Name and address of agent for service)
(262) 638-4200
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Proposed Proposed
Title of Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
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Common Stock 100,000 $13.80<F2><F3> $1,380,000<F2><F3>$126.96
(No par value)<F1> Shares
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<FN>
<F1> Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Plan described herein.
<F2> Pursuant to Rule 457(h)(2), no filing fee is required with respect to the
participation interests in the Plan registered hereunder.
<F3> Pursuant to Rule 457(c), the "Proposed maximum offering price per share"
and "Proposed maximum aggregate offering price" are based upon $13.80 per
share, the closing price at which such stock was sold on September 3, 2002.
</FN>
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PART I
This registration statement pertains to 100,000 shares of the Common Stock, no
par value, of Twin Disc, Incorporated (the "Company"), pursuant to the Twin
Disc, Incorporated The Accelerator 401(k) Savings Plan (the "Plan").
Purchases by the Plan of Common Stock may be from the Company or from the open
market.
Documents containing the information specified in Part I of Form S-8 will be
sent or given to employees eligible to participate in the Plan by the Company
as specified by Rule 428(b)(1), 17 C.F.R. 230.428(b)(1).
PART II
Item 3 - Incorporation of Documents by Reference
The following documents and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which de-registers securities
then remaining unsold, are hereby incorporated by reference from the date of
filing of such documents:
1. The Company's 2001 Annual Report on Form 10-K.
2. The Auditor's Consent to incorporate the Company's financial reports
contained in the Annual Report on Form 10-K.
3. The Company's first quarter report on Form 10-Q for the quarter ended
September 30, 2001.
4. The Company's second quarter report on Form 10-Q for the quarter ended
December 31, 2001
5. The Company's third quarter report on Form 10-Q for the quarter ended
March 31, 2002.
6. The Plan's Annual Report on Form 11-K for the year ended December 31,
2001.
7. The description of the Company's Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A dated January 21,
1977, and any amendments or reports filed for the purpose of updating
such description.
8. The description of the Company's Preferred Stock Purchase Rights
contained in Item 1 of the Company's Registration Statement on Form
8-A, filed May 4,1998, and any amendments or reports filed for the
purpose of updating such description.
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Item 4 - Description of Securities
Not Applicable.
Item 5 - Interests of Named Experts and Counsel
None.
Item 6 - Indemnification of Directors and Officers
Certain provisions of the Wisconsin Business Corporation Law, Chapter 180 of
the Wisconsin Statutes ("WBCL"), provide that the Company will indemnify the
directors and officers of the Company and each subsidiary company against
liabilities and expenses incurred by such person by reason of the fact that
such person was serving in such capacity, subject to certain limitations and
conditions set forth in the WBCL. The Company's By-Laws also provide that the
Company will indemnify its directors and officers, and, at the Company's
request, will indemnify any person serving as a director or officer with
respect to serving or having served another business entity, to the extent
permitted by the WBCL.
It is the public policy of the State of Wisconsin, expressed in Section
180.0859 of the WBCL, to require or permit indemnification and allowance of
expenses for any liability incurred in connection with a proceeding involving
federal or state statutory or administrative regulation of the offer, sale or
purchase of securities, provided the applicable requirements for
indemnification and allowance of expenses are satisfied.
The Company has purchased liability insurance policies that indemnify the
Company's directors and officers against loss arising from claims by reason of
their legal liability for acts of such directors or officers, subject to
limitations and conditions as set forth in the policies.
Item 7 - Exemption From Registration Claimed
Not Applicable.
Item 8 - Exhibits
Exhibit Description
4(a) Form of Rights Agreement dated as of April 17, 1998 by and between
the Company and the Firstar Trust Company, as Rights Agent, with Form
of Rights Certificate (Incorporated by reference to Exhibits 1 and 2 of
the Company's Form 8-A dated May 4, 1998).
4(b) Announcement of Shareholder Rights Plan per news release dated April
17, 1998 (Incorporated by reference to Exhibit 6(a), of the Company's
Form 10-Q dated May 4, 1998).
*5a) Opinion of von Briesen & Roper, s.c., regarding the validity of
original issuance securities
b) In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA or an Internal Revenue Service (IRS)
determination letter that the Plan is qualified under Section 401 of
the Internal Revenue Code, the registrant hereby undertakes that it has
submitted or will submit the Plan and any amendments thereto to the IRS
in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.
*23 Consent of Independent Accountants
*24 Power of Attorney
*99 Twin Disc, Incorporated - The Accelerator 401(k) Savings Plan.
* Filed herewith
Item 9 - Undertakings
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:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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(b) to reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in the 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 a 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% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table above; and
(c) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraph (a) and (b) shall not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 of Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2)That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities 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 that remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) of Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
Insofar as any indemnification arising under the Securities Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 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 Racine, State of Wisconsin, on September 6, 2002.
TWIN DISC, INCORPORATED
By: /s/ Fred H. Timm
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Fred H. Timm, Vice President
Administration/Secretary
(Chief Accounting Officer)
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.
/s/ Michael E. Batten
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Michael E. Batten, Chairman,
Chief Executive Officer and Director
/s/ Michael H. Joyce
September 6, 2002 - - - - - - - - - - - - - - - -
Michael H. Joyce, President,
Chief Operating Officer and Director
/s/ James O. Parrish
September 6, 2002 - - - - - - - - - - - - - - - -
James O. Parrish, Vice President
Finance/Treasurer And Director
(Chief Financial Officer)
September 6, 2002 Paul J. Powers, Director
David L. Swift, Director
John A. Mellowes, Director
George E. Wardeberg, Director
David R. Zimmer, Director
David B. Rayburn, Director
By: /s/ James O. Parrish
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James O. Parrish, Attorney in Fact
Pursuant to the requirements of the Securities Act of 1933, the members of the
Committee which administers the Plan have caused this registration statement
to be signed on behalf of the Plan by the undersigned, thereunto duly
authorized, in the City of Racine, State of Wisconsin, on this 6th day of
September, 2002.
TWIN DISC, INCORPORATED -
THE ACCELERATOR 401(K) SAVINGS PLAN
September 6, 2002 /s/ JAMES O. PARRISH
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James O. Parrish
Vice President-Finance/Treasurer
/s/ FRED H. TIMM
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Fred H. Timm
Vice President-Administration/Secretary
/s/ DENISE L. WILCOX
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Denise L. Wilcox
Director, Corporate Human Resources
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4a) Form of Rights Agreement dated as of April 17, 1998
by and between the Company and the Firstar Trust
Company, as Rights Agent, with Form of Rights Certificate
(Incorporated by reference to Exhibits 1 and 2 of the
Company's Form 8-A dated May 4, 1998).
4b) Announcement of Shareholder Rights Plan per news
release dated April 17, 1998 (Incorporated by reference
to Exhibit 6(a), of the Company's Form 10-Q dated May 4, 1998).
*5a) Opinion of von Briesen & Roper, s.c., regarding the validity
Of original issuance securities
5b) In lieu of an opinion of counsel concerning compliance
with the requirements of ERISA or an Internal Revenue
Service (IRS) determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code,
the registrant hereby undertakes that it has submitted
or will submit the Plan and any amendments thereto to the
IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
*23 Consent of Independent Accountants
*24 Power of Attorney
*99 Twin Disc, Incorporated - The Accelerator 401(k) Savings Plan.
* Filed herewith