As filed with the Securities and Exchange Commission on April 29,
1994
Registration No. 33-________
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BEARINGS, INC.
(Exact name of issuer as specified in its charter)
Ohio 34-0117420
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 Euclid Avenue
Cleveland, Ohio44115
(Address of Principal Executive Offices)(Zip Code)
BEARINGS, INC.
Deferred Compensation Plan
(Full title of the plan)
Robert C. Stinson
Vice President-General Counsel and Secretary
3600 Euclid Avenue
Cleveland, Ohio 44115
(Name and address of agent for service)
(216) 881-8900
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Proposed Maximum
Securities Amount maximum aggregate Amount of
to be to be offering offering registration
registered registered price per share (1) price (1)fee (2)
Common Stock 200,000 $32.75 $6,550,000 $2,258.62
without par
value
(1) Based on the average of high and low prices of securities of
the same class as reported on the composite tape for
securities listed on the New York Stock Exchange on April
22, 1994.
(2) Computed in accordance with Rule 457(h) under the Securities
Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Bearings, Inc. (the "Company") incorporates by
reference into this registration statement the following
documents:
(a) The Company's Annual Report on Form 10-K for
the year ended June 30, 1993.
(b)(1) The Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1993.
(b)(2) The Company's Quarterly Report on Form 10-Q
for the period ended December 31, 1993.
(c) The description of the Company's Common
Stock, without par value, contained in the
Company's Registration Statement on Form 8-B
dated October 18, 1988.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of
a post-effective amendment that indicates all securities offered
have been sold, or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Pursuant to Section 1701.13(E) of the Ohio Revised
Code, the Company will indemnify any director or officer and any
former director or officer of the Company, against expenses,
including attorneys' fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him or her by
reason of the fact that he or she is or was such a director or
officer, in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, to the full extent permitted by
applicable law.
Section 29 of the Code of Regulations of the Company
provides that the Company shall indemnify any person who is or
was a director or officer of the Company or who is serving at the
request of the Company as a director, officer or trustee of
another enterprise (and his heirs, executors and administrators)
against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by
him or her by reason of the fact that he or she was such
director, officer or trustee in connection with any threatened,
pending or contemplated action, suit or proceeding, whether
civil, criminal, administrative or investigative to the full
extent and according to the procedures and requirements in the
Ohio Revised Code as the same may be in effect from time to time.
The Company has purchased insurance policies
indemnifying its officers and directors and the officers and
directors of its subsidiaries against claims and liabilities
(with stated exceptions) to which they may become subject by
reason of their positions with the Company as officers and
directors.
The Company has also entered into agreements with its
directors and certain of its officers which indemnify them
against claims and liabilities to which they may become subject
by reason of their position with the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(4)(a) Amended and Restated Articles of
Incorporation of Bearings, Inc. filed with
the Ohio Secretary of State on October 18,
1988 (reference is made to Exhibit (4)(a) to
the Bearings, Inc. Form 8-K dated October 21,
1988, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(b) Code of Regulations of Bearings, Inc. adopted
September 6, 1988 (reference is made to
Exhibit (4)(b) to the Bearings, Inc. Form 8-K
dated October 21, 1988, SEC File No. 1-2299,
which exhibit is incorporated herein by
reference).
(4)(c) Certificate of Amendment of Amended and
Restated Articles of Incoporation of
Bearings, Inc. filed with the Ohio Secretary
of State on October 27, 1988 (reference is
made to Exhibit (4)(c) to the Bearings, Inc.
Form 10-Q for the Quarter ended September 30,
1988, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(d) Certificate of Merger of Bearings, Inc.
(Ohio) and Bearings, Inc. (Delaware) filed
with the Ohio Secretary of State on October
18, 1988 (reference is made to Exhibit (4) to
the Bearings, Inc. Annual Report on Form 10-K
for the fiscal year ended June 30, 1989, SEC
File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(e) Certificate of Amendment of Amended and
Restated Articles of Incorporation of
Bearings, Inc. filed with the Ohio Secretary
of State on October 17, 1990 (reference is
made to Exhibit (4)(e) to the Bearings, Inc.
Form 10-Q for the quarter ended September 30,
1990, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(f) $80,000,000 Maximum Aggregate Principal
Amount Note Purchase and Private Shelf
Facility dated October 31, 1992 between
Bearings, Inc. and The Prudential Insurance
Company of America (reference is made to
Exhibit (4)(f) to the Bearings, Inc. Form 10-
Q for the quarter ended September 30, 1992,
SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(5) Opinion of Squire, Sanders & Dempsey as to
the legality of the securities registered.
(23)(a) Consent of Deloitte & Touche.
(23)(b) Consent of Squire, Sanders & Dempsey.
(99) Bearings, Inc. Deferred Compensation Plan.
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers
and sales are being made, a post-effective
amendment to this registration statement 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;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933 (the
"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; and
(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.
(b) The Company hereby undertakes that, for purposes
of determining any liability under the Act, each
filing of its annual report pursuant to section
13(a) or 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.
(h) Insofar as indemnification for liabilities arising
under the Act may be permitted to directors,
officers and controlling persons of the Company,
the Company 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 Company of expenses
incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
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 Cleveland, State of Ohio, on the 28th day of April,
1994.
BEARINGS, INC.
John C. Dannemiller
Chairman of the Board and
Chief Executive Officer
John R. Whitten
Vice President-Finance and
Treasurer
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
John C. Dannemiller Chairman of the Board, April 28,, 1994
Chief Executive Officer
and Director
John C. Robinson President, Chief Operating April 28, 1994
Officer and Director
John R. Whitten Vice President-Finance and April 28, 1994
Treasurer (Principal Financial
Officer)
Mark O. Eisele Controller (Principal April 28, 1994
Accounting Officer)
William G. Bares Director April 28, 1994
William E. Butler Director April 28, 1994
Russel B. Every Director April 28, 1994
Russell R. Gifford Director April 28, 1994
L. Thomas Hiltz Director April 28, 1994
John J. Kahl Director April 28, 1994
George L. LaMore Director April 28, 1994
Jerry Sue Owens Director April 28, 1994
EXHIBIT INDEX
Page in
Registration
Statement
(4)(a) Amended and Restated Articles of *
Incorporation of Bearings, Inc. filed
with the Ohio Secretary of State on October 18, 1988.
(4)(b) Code of Regulations of Bearings, Inc. *
adopted September 6, 1988.
(4)(c) Certificate of Amendment of Amended and *
Restated Articles of Incoporation of
Bearings, Inc. filed with the Ohio
Secretary of State on October 27, 1988.
(4)(d) Certificate of Merger of Bearings, Inc. *
(Ohio) and Bearings, Inc. (Delware) filed
with the Ohio Secretary of State on October 18, 1988.
(4)(e) Certificate of Amendment of Amended and *
Restated Articles of Incorporation of B
earings, Inc. filed with the Ohio Secretary
of State on October 17, 1990.
(4)(f) $80,000,000 Maximum Aggregate Principal *
Amount Note Purchase and Private Shelf
Facility dated October 31, 1992 between
Bearings, Inc. and The Prudential Insurance
Company of America.
(5) Opinion of Squire, Sanders & Dempsey as to *
the legality of the securities registered.
(23)(a) Consent of Deloitte & Touche. 11
(23)(b) Consent of Squire, Sanders & Dempsey (contained in
Exhibit 5).
(99) Bearings, Inc. Deferred Compensation Plan. 12
__
* Incorporated herein by reference; See Item 8