As filed with the Securities and Exchange Commission on January 15, 2002.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
PEERLESS MFG. CO.
(Exact Name of Registrant as Specified in Its Charter)
TEXAS 75-0724417
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2819 WALNUT HILL LANE
DALLAS, TEXAS 75229
(214) 357-6181
(Address, including Zip Code, and Telephone Number, including Area
Code, of Registrant's Principal Executive Offices)
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PEERLESS MFG. CO. 2001 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full Title of Plan)
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SHERRILL STONE COPY TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER R. CLAYTON MULFORD, ESQ.
PEERLESS MFG. CO. HUGHES & LUCE, L.L.P.
2819 WALNUT HILL LANE 1717 MAIN STREET, SUITE 2800
DALLAS, TEXAS 75229 DALLAS, TEXAS 75201
(214) 357-6181
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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Common Stock,
$1.00 par value 250,000 $18.30 $4,575,000 $1,093.43
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</Table>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate additional
amount of shares of Common Stock to be offered or sold pursuant to the
antidilution provisions of the Peerless Mfg. Co. 2001 Stock Option and
Restricted Stock Plan.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low price paid per share of
Common Stock, as reported on the Nasdaq National Market on January 10,
2002, in accordance with Rule 457(h) promulgated under the Securities
Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Peerless Mfg. Co. (the "Registrant")
are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended June 30, 2001,
which contains the Registrant's audited financial statements for the
Registrant's last completed fiscal year (the "2001 Form 10-K").
(b) Quarterly Report on Form 10-Q for the quarter ended September 30,
2001.
(c) All reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the 2001 Form 10-K.
(d) The description of the Registrant's common stock, par value $1.00
per share (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A, dated October 29, 1970, (File Number 05214), including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares 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 (such documents, and the documents enumerated above,
"Incorporated Documents").
Any statement contained in an Incorporated Document 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 other subsequently filed
Incorporated Document 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 of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's charter and bylaws provide that the Registrant may
indemnify a person who was, is or is threatened to be made a named defendant or
respondent in a proceeding because the person is or was an officer or director
of the Registrant if it is determined that the person: (a) conducted himself in
good faith; (b) reasonably believed: (i) in the case of conduct in his official
capacity as a director or officer of the corporation, that his conduct was in
the corporation's best interest; and (ii) in all other cases, that his conduct
was at least not opposed to the corporation's best interests; and (c) in the
case of any criminal proceeding, had no reasonable cause to believe his conduct
was unlawful. However, no indemnification shall be made with respect to any
claim, issue or manner as to which such officer or director has been adjudged
liable for negligence or misconduct in the performance of his or her duty to the
Registrant and only to the extent that the court in which such suit or action
was brought shall determine upon application that such person is fairly and
reasonably entitled to indemnity. A director or officer may be indemnified by
the Registrant against judgments, penalties (including excise and similar
taxes), fines, settlements and reasonable expenses (including attorneys' fees)
actually incurred by the director or officer in connection with any such
proceeding; but if the proceeding was brought by or in behalf of the Registrant,
the indemnification is limited to reasonable expenses actually incurred by the
person in connection with the proceeding.
The Registrant's charter and bylaws require indemnification of an
officer or director against reasonable expenses (including attorneys' fees)
incurred by him in connection with a proceeding in which he is a party because
he is a director if he has been wholly successful, on the merits or otherwise,
in the defense of such proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<Table>
4.1 The Company's Articles of Incorporation, as amended to date (filed
as Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 1997, and incorporated
herein by reference).
4.2 The Company's Bylaws, as amended to date (filed as Exhibit 3(b) to
the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997, and incorporated herein by reference).
5.1* Opinion of Hughes & Luce, LLP
23.1* Consent of Grant Thornton, LLP
23.2* Consent of Hughes & Luce, LLP (contained in Exhibit 5.1)
24.1* Power of Attorney (contained in signature page)
</Table>
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*Filed herewith.
II-2
ITEM 9. UNDERTAKINGS.
(a) The 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;
(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 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 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
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(c) Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification by the Registrant 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
Securities 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 Dallas, State of Texas, on this 14th day of January,
2002.
PEERLESS MFG. CO.
By: /s/ Sherrill Stone
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Sherrill Stone
Chairman of the Board and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Peerless Mfg. Co., hereby
severally constitute and appoint Sherrill Stone and Katherine S. Frazier, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
amendments (including post-effective amendments) to the Registration Statement,
and generally to do all things in our name and behalf in the capacities
indicated below to enable Peerless Mfg. Co. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements to the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
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:
<Table>
<Caption>
Signature Title Date
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/s/ Sherrill Stone Chairman of the Board and January 11, 2002
------------------------------- Chief Executive Officer
Sherrill Stone (Principal Executive Officer)
Director
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D. D. Battershell
/s/ Bernard S. Lee Director January 11, 2002
-------------------------------
Bernard S. Lee
/s/ J.V. Mariner Director January 11, 2002
-------------------------------
J. V. Mariner
/s/ Donald A. Sillers, Jr. Director January 11, 2002
-------------------------------
Donald A. Sillers, Jr.
/s/ Katherine S. Frazier Controller, Treasurer January 11, 2002
------------------------------- and Secretary
Katherine S. Frazier (Principal Financial Officer and
Principal Accounting Officer)
</Table>
II-6
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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4.1 The Company's Articles of Incorporation, as amended to date (filed
as Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 1997, and incorporated
herein by reference).
4.2 The Company's Bylaws, as amended to date (filed as Exhibit 3(b) to
the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997, and incorporated herein by reference).
5.1* Opinion of Hughes & Luce, LLP
23.1* Consent of Grant Thornton, LLP
23.2* Consent of Hughes & Luce, LLP (contained in Exhibit 5.1)
24.1* Power of Attorney (contained in signature page)
</Table>
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*Filed herewith.