Registration No. 333
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As filed with the Securities and Exchange
Commission on March 14, 1996
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FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HARNISCHFEGER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 39-1566457
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13400 Bishops Lane, Brookfield, Wisconsin 53005
(Address of principal executive offices) (Zip Code)
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JOY TECHNOLOGIES INC.
SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
(Full title of the plan)
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ERIC B. FONSTAD, ESQ.
Senior Corporate Counsel and Assistant Secretary
Harnischfeger Industries, Inc.
13400 Bishops Lane
Brookfield, Wisconsin 53005
(Name and address of agent for service)
(414) 671-4400
(Telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered (1) Registered (2) Per Share (3) Price (3) Fee
Common Stock,
$1 par value 100,000 shares $37.1875 $3,718,750 $1,285.00
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(1) Including one preferred share purchase right
appertaining to each share of Common Stock pursuant
to a Rights Agreement dated as of February 8, 1989
between the Registrant and The First National Bank of
Boston, as Rights Agent.
(2) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration Statement
also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit
plan described herein.
(3) Pursuant to Rule 457(h), estimated solely for the
purpose of computing the registration fee, based upon
the average of the high and low sales prices of the
Registrant's Common Stock on March 8, 1996, as
reported in The Wall Street Journal.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1
and 2) will be sent or given to Plan participants as
specified by Rule 428(b)(1) under the Securities Act of
1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Harnischfeger
Industries, Inc. (the "Registrant") (Commission File No.
1-9299) and the Joy Technologies Inc. Savings Plan for
Bargaining Unit Employees, as amended (the "Plan"), with
the Securities and Exchange Commission (the "Commission")
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "1934 Act") are incorporated herein by
reference by the Registrant and the Plan:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1995;
(b) The Registrant's Current Report on Form 8-K dated
March 25, 1992, including specifically the
description of the Registrant's Common Stock in
Item 5 thereof (including any amendment or report
filed for the purpose of updating such description),
which updates the description contained in the
Registrant's Registration Statement on Form 8-B filed
on October 20, 1986;
(c) The Registrant's Current Reports on Form 8-K dated
December 4, 1995 and December 8, 1995; and
(d) The Plan's Annual Report on Form 11-K for the Plan's
fiscal year ended December 31, 1994 filed
concurrently herewith pursuant to Instruction A.2. to
Form S-8.
All documents subsequently filed by the Registrant
and the Plan pursuant to Sections 13(a), 13(c), 14 and
15(d) of the 1934 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 by reference herein 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 hereof 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 such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not applicable. See Item 3(b) above.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the
State of Delaware permits indemnification of directors,
officers, employees and agents of corporations under
certain conditions and subject to certain limitations.
Section 14 of Article III of the Registrant's Bylaws
provides for indemnification of any director, officer,
employee or agent of the Registrant, or any person serving
in the same capacity in any other enterprise at the request
of the Registrant, under certain circumstances. Article 6
of the Registrant's Certificate of Incorporation eliminates
the liability of directors of the Registrant under certain
circumstances for breaches of fiduciary duty to the
Registrant and its stockholders, as permitted by Section
102(b)(7) of the Delaware General Corporation Law.
The Registrant is insured against certain liabilities
which it may incur by reason of Section 14, Article III, of
its Bylaws. In addition, officers and directors are
insured, at the expense of the Registrant, against certain
liabilities which might arise out of their employment and
which might not be subject to indemnification under the
Bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index following Signatures page in this
Registration Statement, which Exhibit Index is incorporated
herein by reference.
Item 9. Undertakings.
(a) 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 of
1933;
(ii) 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;
(iii)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 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
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 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 purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 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.
(h) Reference is made to the indemnification
provisions referred to in Item 6 of the Registration
Statement.
Insofar as indemnification for liabilities 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.
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
Brookfield, State of Wisconsin, on March 14, 1996.
HARNISCHFEGER INDUSTRIES, INC.
(Registrant)
By: /s/ Francis M. Corby, Jr.
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Francis M. Corby, Jr.
Executive Vice President for
Finance and Administration
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Jeffery T. Grade and Francis M. Corby, Jr., and each of
them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, and any other regulatory authority,
granting unto said attorneys-in-fact and agents, and each
of them, 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their 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 date
indicated.*
Signature Title
Chairman and Chief Executive Officer
/s/ Jeffery T. Grade (Principal Executive Officer)
- --------------------------
Jeffery T. Grade
Executive Vice President for Finance
and Administration
/s/ Francis M. Corby, Jr. (Principal Financial Officer)
- --------------------------
Francis M. Corby, Jr.
Vice President and Controller
(Principal Accounting
/s/ James C. Benjamin Officer)
- --------------------------
James C. Benjamin
/s/ Donna M. Alvarado
- -------------------------- Director
Donna M. Alvarado
/s/ Larry D. Brady
- -------------------------- Director
Larry D. Brady
/s/ John D. Correnti
- -------------------------- Director
John D. Correnti
/s/ Harry L. Davis
- -------------------------- Director
Harry L. Davis
/s/ Robert M. Gerrity
- -------------------------- Director
Robert M. Gerrity
/s/ Robert B. Hoffman
- -------------------------- Director
Robert B. Hoffman
/s/ Ralph C. Joynes
- -------------------------- Director
Ralph C. Joynes
/s/ Herbert V. Kohler, Jr.
- -------------------------- Director
Herbert V. Kohler, Jr.
/s/ Jean-Pierre Labruyere
- -------------------------- Director
Jean-Pierre Labruyere
/s/ Robert F. Schnoes
- -------------------------- Director
Robert F. Schnoes
/s/ Donald Taylor
- -------------------------- Director
Donald Taylor
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* Each of these signatures is affixed as of March 14, 1996.
Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the
employee benefit plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, State
of Pennsylvania, on March 14, 1996.
JOY TECHNOLOGIES INC. SAVINGS PLAN
FOR BARGAINING UNIT EMPLOYEES
By: JOY TECHNOLOGIES INC.
Plan Administrator
By: /s/ Frank E. Joyce
-----------------------------------
Name: Frank E. Joyce
Title: Vice President of Human Resources
HARNISCHFEGER INDUSTRIES, INC.
(the "Registrant")
(Commission File No. 1-9299)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit Incorporated Herein by Filed Sequential
Number Description Reference To Herewith Page No.
4.1(a) Certificate of Incorporation Exhibit 3(a) to the Regis-
of Harnischfeger Industries, trant's Registration State-
Inc., dated September 16, ment on Form S-4, File No. 33-
1986 8821
4.1(b) Certificate of Designations Exhibit 28.1(b) to the Regis-
of Preferred Stock, Series D trant's Current Report on Form
8-K dated March 25, 1992
4.1(c) Certificate of Amendment of Exhibit 4.1(c) to the Regis-
Certificate of Incorporation trant's Registration Statement
of Harnischfeger Industries, on Form S-8 filed on January
Inc., dated November 29, 1994 9, 1995 (Registration No. 33-
57209)
4.2 Rights Agreement dated as of Exhibit 1 to the Registrant's
February 8, 1989 between Registration Statement on Form
Harnischfeger Industries, Inc. 8-A filed on February 9, 1989
and The First National Bank
of Boston, as Rights Agent,
which includes: as Exhibit A,
the Certificate of Designations
of Preferred Stock, Series D,
setting forth the terms of the
Preferred Stock, Series D; as
Exhibit B, the Form of Rights
Certificate; and as Exhibit C,
the Summary of Rights to Pur-
chase Preferred Stock, Series D
4.3 Bylaws of Harnischfeger Indus- Exhibit 3(b) to the
tries, Inc., as amended on Registrant's Annual Report
December 11, 1995 on Form 10-K for the fiscal
year ended October 31, 1995
5.1 Opinion of Counsel X
5.2 Internal Revenue Service
Determination Letter X
23.1 Consent of Price Waterhouse LLP X
23.2 Consent of Arthur Andersen LLP X
23.3 Consent of Counsel Contained in Opinion
filed as Exhibit 5.1
24 Powers of Attorney Signature Page to this
Registration Statement
EXHIBIT 5.1
(Form S-8)
March 14, 1996
Harnischfeger Industries, Inc.
13400 Bishops Lane
Brookfield, WI 53005
Gentlemen:
I am providing this opinion in connection with the
Registration Statement of Harnischfeger Industries, Inc.
(the "Company") on Form S-8 (the "Registration Statement")
filed under the Securities Act of 1933, as amended (the
"Act"), with respect to the proposed sale of up to 100,000
shares of Common Stock, $1 par value per share, of the
Company (the "Shares") pursuant to the Savings Plan for
Bargaining Unit Employees (the "Plan") maintained by the
Company's subsidiary, Joy Technologies Inc. I have
examined (i) the Registration Statement; (ii) the Company's
Restated Certificate of Incorporation and Bylaws, each as
amended to date; (iii) the Plan; (iv) corporate proceedings
relating to the adoption of the Plan and the issuance of
the Shares; and (v) such other documents and records as I
have deemed necessary in order to render this opinion. In
rendering this opinion, I have relied as to certain factual
matters on certificates of officers of the Company and of
state officials.
Based upon the foregoing, it is my opinion that:
1. The Company is a corporation duly incorporated
and validly existing under the laws of the
State of Delaware.
2. The Shares to be sold from time to time
pursuant to the Plan which are original
issuance shares, when issued and paid for as
contemplated by the Registration Statement and
the Plan, will be validly issued, fully paid
and non-assessable by the Company subject to
the personal liability which may be imposed on
shareholders by Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law, as
judicially interpreted, for debts owing to
employees for services performed, but not
exceeding six months service in any one case.
Although Section 180.0622(2)(b) provides that
such personal liability of shareholders shall
be "to an amount equal to the par value of
shares owned by them respectively, and to the
consideration for which their shares without
par value was issued," the Wisconsin Supreme
Court, by a split decision without a written
opinion, has affirmed a judgment holding
shareholders of a corporation liable under the
substantially identical predecessor statute in
effect prior to January 1, 1991 (Section
180.40(6)) for unpaid employee wages to an
amount equal to the consideration for which
their par value shares were issued rather than
the shares' lower stated par value. Local 257
of Hotel and Restaurant Employees and
Bartenders International Union v. Wilson Street
East Dinner Playhouse, Inc., 126 Wis. 2d 284,
375 N.W.2d 664 (1985) (affirming the 1983
decision of the Circuit Court for Dane County,
Wisconsin, in Case No. 82-CV-0023). The
Wisconsin Supreme Court has held that Section
180.40(6) applies to shareholders of foreign
corporations licensed to do business in the
State of Wisconsin, which the Company is, as
well as to shareholders of domestic
corporations. Joncas v. Krueger, 61 Wis. 2d
529, 213 N.W. 2d 1 (1973).
Harnischfeger Industries, Inc.
March 14, 1996
Page 2
I consent to the filing of this opinion as an Exhibit
to the Registration Statement. In giving my consent, I do
not admit that I am an "expert" within the meaning of
Section 11 of the Act, or that I come within the category
of persons whose consent is required by Section 7 of the
Act.
Very truly yours,
/s/ Eric B. Fonstad
Eric B. Fonstad, Esq.
Senior Corporate Counsel
and Assistant Secretary
INTERNAL REVENUE SERVICE Exhibit 5.2
DISTRICT DIRECTOR
31 Hopkins Plaza
Baltimore, MD 21201-0000
Employer Identification Number:
13-3389174
Date: APR 6 1992 File Folder Number:
521000501
Person to contact:
Karl Zoric
JOY TECHNOLOGIES INC. Contact Telephone Number:
301 Grant Street (410) 962-3645
Pittsburgh, PA 15219 Plan Name:
SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
Plan Number: 153
Dear Applicant:
We have made a favorable determination on your plan,
identified above, based on the information supplied.
Please keep this letter in your permanent records.
Continued qualification of the plan under its present
form will depend on its effect in operation. (See section
1.401-1(b)(3) of the Income Tax Regulations.) We will
review the status of the plan in operation periodically.
The enclosed document explains the significance of
this favorable determination letter, points out some
features that may affect the qualified status of your
employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes
some events that automatically nullify it. It is very
important that you read the publication.
This letter relates only to the status of your plan
under the Internal Revenue Code. It is not a determination
regarding the effect of other federal or local statutes.
This determination letter is applicable for the
amendment(s) adopted on May 22, 1991.
This letter is based upon the certification and
demonstrations you submitted pursuant to Revenue Procedure
91-41. Therefore, the certification and demonstrations are
considered an integral part of this letter. Accordingly,
YOU MUST KEEP A COPY OF THESE DOCUMENTS AS A PERMANENT
RECORD OR YOU WILL NOT BE ABLE TO RELY ON THE ISSUES
DESCRIBED IN REVENUE PROCEDURE 91-41.
We have sent a copy of this letter to your
representative as indicated in the power of attorney.
Letter 835(00/CG)
JOY TECHNOLOGIES INC.
If you have questions concerning this matter, please
contact the person whose name and telephone number are
shown above.
Sincerely yours,
/s/ H. J. Hightower
District Director
Enclosures:
Publication 794
PWBA 515
Letter 835(00/CG)
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
November 28, 1995, which appears in the 1995 Annual Report
to Shareholders of Harnischfeger Industries, Inc.
("Harnischfeger") included in Harnischfeger's Current
Report on Form 8-K dated December 8, 1995, which is
incorporated by reference in Harnischfeger's Annual Report
on Form 10-K for the year ended October 31, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE, LLP
Milwaukee, Wisconsin
March 14, 1996
page>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement
of our report dated June 16, 1995, included in the Form 11-K
covering the Joy Technologies Inc. Savings Plan for
Bargaining Unit Employees for the year ended December 31,
1994, and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
Pittsburgh, Pennsylvania,
February 12, 1996
March 14, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form S-8 Registration Statement of Harnischfeger Industries, Inc.
(Commission File 1-9299) (the "Registrant")
Ladies and Gentlemen:
Enclosed for filing via EDGAR is a Form S-8
Registration Statement relating to 100,000 shares of the
Registrant's Common Stock to be offered for sale pursuant
to the Joy Technologies Inc. Savings Plan for Bargaining
Unit Employees (the "Plan"), including the exhibits
identified in the Registration Statement as being filed
therewith. The Plan is maintained by the Registrant's
wholly-owned subsidiary, Joy Technologies Inc. Pursuant to
Instruction A.2 to Form S-8, the Plan is concurrently
filing its Annual Report on Form 11-K for the Plan's fiscal
year ended December 31, 1994, which is incorporated by
reference into the Registration Statement.
The filing fee for this Registration Statement, in
the amount of $1,285.00, was transmitted via wire transfer
to Mellon Bank on March 13, 1996.
The Registration Statement will be filed with the New
York Stock Exchange, on which the Registrant's Common Stock
is listed, under separate cover.
Very truly yours,
HARNISCHFEGER INDUSTRIES, INC.
/s/ Eric B. Fonstad
Eric B. Fonstad
Senior Corporate Counsel
and Assistant Secretary
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