Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
Hein-Werner Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 39-0340430
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2120 Pewaukee Road
Waukesha, Wisconsin 53188-2404
(Address of principal executive offices) (Zip Code)
Hein-Werner Retirement and Savings Plan and Trust
(Full title of the plan)
Joseph L. Dindorf Copy to:
President and Chief Executive Officer Maurice J. McSweeney
Hein-Werner Corporation Foley & Lardner
2120 Pewaukee Road 777 East Wisconsin Avenue
Waukesha, Wisconsin 53188 Milwaukee, Wisconsin 53202
(414) 542-6611 (414) 271-2400
(Name, address and telephone number,
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
------------------------------------------------------------------------
Common Stock,
$1.00 par value,
with attached 100,000
Common Stock shares and
Purchase Rights rights $7.375 (2) $737,500 (2) $217.57
------------------------------------------------------------------------
(1) Each share of Hein-Werner Corporation Common Stock issued will have
attached thereto one Common Stock Purchase Right.
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act
of 1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for Hein-Werner
Corporation Common Stock on the American Stock Exchange on March
23, 1998. The value attributable to the Common Stock Purchase
Rights is reflected in the price of the Common Stock.
_________________________________
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.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in
Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Hein-Werner Corporation (the
"Company") or the Hein-Werner Retirement and Savings Plan and Trust (the
"Plan") with the Commission are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed on March 25, 1997.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 29, June 28 and September 27, 1997, filed on May 13, August 12
and November 12, 1997, respectively.
3. The Company's Current Reports on Form 8-K dated April 9, May
29 and August 28, 1997.
4. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated July 31,
1978, including any amendment or report filed for the purpose of updating
such description.
5. The description of the Company's Common Stock Purchase Rights
contained in Item 1 of the Company's Registration Statement on Form 8-A,
dated May 19, 1989, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of filing of this Registration
Statement and prior to such time as the Company files a post-effective
amendment to this Registration Statement 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 in this Registration Statement and to be a 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 the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareowners in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted
that the Wisconsin Business Corporation Law specifically states that it is
the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareowners or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
The indemnification provided by the Wisconsin Business Corporation
Law and the Company's By-laws is not exclusive of any other rights to
which a director or officer may be entitled. The general effect of the
foregoing provisions may be to reduce the circumstances under which an
officer or director may be required to bear the economic burden of the
foregoing liabilities and expenses.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits have been filed as part of this Registration
Statement:
Exhibit No. Exhibit
(4) Hein-Werner Retirement and Savings Plan and Trust, as amended
to date
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit (5) hereto)
The undersigned Registrant hereby undertakes to submit the Plan, as
amended, to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to continue the
qualification of the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended.
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 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.
(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
herein, 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 this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) 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
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 Waukesha, State
of Wisconsin, on this 25th day of March, 1998.
HEIN-WERNER CORPORATION
By: /s/ Joseph L. Dindorf
Joseph L. Dindorf
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ J.L. Dindorf President, Chief Executive
J.L. Dindorf Officer and Director
(Principal Executive March 25, 1998
Officer)
/s/ M.L. Kielich Corporate Controller,
M.L. Kielich Assistant Treasurer and
Assistant Secretary
(Principal Financial and March 25, 1998
Accounting Officer)
/s/ D.J. Schuetz
D.J. Schuetz Director March 25, 1998
/s/ J.S. Jones
J.S. Jones Director March 25, 1998
/s/ M.J. McSweeney
M.J. McSweeney Director March 25, 1998
O.A. Friend Director March 25, 1998
/s/ D.L. Krause
D.L. Krause Director March 25, 1998
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Administrative Committee of Hein-Werner Corporation, which
administers the Plan, has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Waukesha and State of Wisconsin, on this 25th day of March, 1998.
HEIN-WERNER RETIREMENT AND
SAVINGS PLAN AND TRUST
/s/ J.L. Dindorf
J.L. Dindorf
/s/ M.J. Koons
M.J. Koons
/s/ M.L. Kielich
M.L. Kielich
The foregoing persons are all of the members of the
Administrative Committee of Hein-Werner Corporation
which is the current administrator of the Hein-
Werner Retirement and Savings Plan and Trust
EXHIBIT INDEX
Exhibit No. Exhibit
(4) Hein-Werner Retirement and Savings Plan and Trust, as
amended to date
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit (5)
hereto)