As filed with the Securities and Exchange Commission on February
28, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
COMMERCIAL INTERTECH CORP.
(Exact name of registrant as specified in its charter)
Ohio 34-0159880
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
1775 Logan Avenue, Youngstown, Ohio 44505
(Address of Principal Executive Offices including Zip Code)
Commercial Intertech Corp. Stock Option and Award Plan of 1993
(Full title of plan)
Gilbert M. Manchester
Commercial Intertech Corp.
1775 Logan Avenue
Youngstown, Ohio 44505
(216) 746-8011
(Name, address and telephone number of agent for service)
Copies to:
Herbert S. Wander, Esq.
Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661
(312) 902-5200
CALCULATION OF REGISTRATION FEE
Title of securities to be registered(1): Common Stock ($1.00 par
value).................................
Amount to be registered(2): 495,000 shares
Proposed maximum offering price per share(3): $22.4375
Proposed maximum aggregate offering price(3): $11,106,562.50
Amount of registration fee: $3,830.00
(1) Includes an equal number of preferred share purchase rights.
(2) Includes an indeterminate number of shares of Commercial
Intertech Corp. common stock that may be issuable by reason of
stock splits, stock dividends or similar transactions.
(3) The amounts are based upon the high and low sales prices of
Commercial Intertech Corp. common stock as reported on the New York
Stock Exchange on February 24, 1994 and are used solely for the
purpose of calculating the registration fee pursuant to Rule 457(c)
under the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is currently
included in the prospectus for the Commercial Intertech Corp. Stock
Option and Award Plan of 1993 (the "Plan"), and is not being filed
with or included in this Form S-8 in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the SEC are incorporated in
this Registration Statement by reference:
1. The Company's annual report on Form 10-K for the fiscal
year ended October 31, 1993.
2. The description of the Company's common stock and
preferred share purchase rights contained in the Registration
Statement on Form 8-A filed under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (filed
February 6, 1991 and February 28, 1991), including any amendment or
report filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated in this registration statement by reference and to be
a part hereof from the date of 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 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.
The Company hereby undertakes to provide without charge to
each person who has received a copy of the prospectus to which this
registration statement relates, upon the written or oral request of
any such person, a copy of any or all the documents that have been
or may be incorporated by reference into this registration
statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference). The Company
hereby further undertakes to deliver or cause to be delivered to
all participants who do not otherwise receive such material, copies
of all reports, proxy statements and other communications
distributed by the Company to its stockholders generally, no later
than the time such materials are first sent to its stockholders.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article V of the Company's Code of Regulations provides that
the Company shall indemnify each director, officer or employee,
each former director, officer or employee, and each person who is
serving or has served at the Company's request as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other organization or enterprise, against
expenses (including attorneys' fees), judgments, decrees, fines,
penalties and amounts paid in settlement (whether with or without
court approval) in connection with the defense of any pending or
threatened action, suit, or proceeding, whether criminal, civil,
administrative or investigative, to which he is or may be made a
party by reason of being or having been such director, officer or
employee, or by reason of any action alleged to have been taken or
not taken by him while acting in any such capacity, provided that
a determination is made (a) that he was not and has not been
adjudicated to have been negligent or guilty of misconduct in the
performance of his duty to the corporation, partnership, joint
venture, trust or other enterprise of which he is or was such
director, officer or employee, (b) that he acted in good faith in
what he reasonably believed to be in, or not opposed to, the best
interest of the Company, and (c) that, in any matter the subject of
a criminal action, suit or proceeding, he had no reasonable cause
to believe that his conduct was unlawful. The determination as to
(b) and (c) and, in the absence of an adjudication as to (a) by a
court of competent jurisdiction, the determination as to (a), shall
be made (i) by the directors of the Company acting at a meeting at
which a quorum consisting of directors who are not parties to or
threatened with such action, suit or proceeding is present and on
which determination only such directors vote, or (ii) if such a
quorum is not obtainable to vote on such indemnification, or, even
if obtainable and a quorum of directors qualified to vote so
directs, by independent legal counsel in a written opinion.
Reference is made to Section 1701.13(E) of the Ohio Revised
Code, which sets forth provisions which define the extent to which
a corporation may indemnify directors, officers and employees.
Under an existing policy of insurance, the Company is entitled
to be reimbursed for indemnity payments it is required or permitted
to make to its directors and officers, including directors and
officers of its subsidiaries.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.4.1
The Commercial Intertech Corp. Stock Option and Award Plan of
1993.
4.2 Articles of Incorporation of the Company (incorporated
herein by reference to Exhibit I to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992).
5 Opinion of James M. Donchess as to the legality of the
shares of Common Stock being offered under the Plan.
23.1 Consent of Ernst & Young.
23.2 Consent of James M. Donchess (contained in his opinion
filed as Exhibit 5).
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) 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 required to be but not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if 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.
(b) 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.
(c) 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.
2. The Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each
such post-effective amendment and each filing of the Company'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 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.
3. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors and
officers of the Company and subsidiary companies pursuant to the
foregoing provisions, or otherwise, the Company has been informed
that in the opinion of the SEC 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
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
Youngstown, State of Ohio, on this 28th day of February, 1994.
COMMERCIAL INTERTECH CORP.
By: /s/ PAUL J. POWERS
Paul J. Powers
Chairman, President and Chief Executive Officer
Each person whose signature appears below hereby constitutes
and appoints Bruce C. Wheatley, Gilbert M. Manchester and Herbert
S. Wander, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution, to sign on his behalf,
individually and in each capacity stated below, all amendments and
post-effective amendments to this Registration Statement on Form S-
8 and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, granting unto said
attorneys-in-fact and agents 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 and to all intents and
purposes as each might or could do in person, hereby ratifying and
confirming each act that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated, on February 28, 1994.
SIGNATURE TITLE
_________ ____________________________________
/s/ PAUL J. POWERS Chairman of the Board, President, CEO
_________________________ and Director (Principal Executive
Paul J. Powers Officer)
/s/ PHILIP N. WINKELSTERN Senior Vice President, Chief Financial
_________________________ Officer and Director (Principal
Philip N. Winkelstern Financial and Accounting Officer)
/s/ WILLIAM W. CUSHWA Vice President - Planning, Assistant
_________________________ Treasurer and Director
William W. Cushwa
/s/ CHARLES B. CUSHWA, III Director
_________________________
Charles B. Cushwa, III
/s/ JOHN M. GALVIN Director
_________________________
John M. Galvin
/s/ RICHARD J. HILL Director
_________________________
Richard J. Hill
/s/ NEIL D. HUMPHREY Director
_________________________
Neil D. Humphrey
/s/ KIPTON C. KUMLER Director
_________________________
Kipton C. Kumler
/s/ GERALD C. MCDONOUGH Director
_________________________
Gerald C. McDonough
/s/ JOHN NELSON Director
_________________________
John Nelson
/s/ JOHN F. PEYTON Director
_________________________
John F. Peyton
/s/ DON E. TUCKER Director
_________________________
Don E. Tucker
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
_______ ____________________________________ ___________
4.1 The Commercial Intertech Corp. Stock
Option and Award Plan of 1993.
5 Opinion of James M. Donchess as to the
legality of the shares of Common Stock
being offered under the Plan.
23.1 Consent of Ernst & Young.
23.2 Consent of James M. Donchess (contained
in his opinion filed as Exhibit 5).