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Registration No. ________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
THE LINCOLN ELECTRIC COMPANY
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-0359955
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
22801 St. Clair Avenue, Cleveland, Ohio 44117
(Address of Principal Executive Offices Including Zip Code)
THE LINCOLN ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN
(Full Title of the Plan)
---------
Frederick G. Stueber, Esq., Vice President, General Counsel and Secretary
The Lincoln Electric Company
22801 St. Clair Avenue, Cleveland, Ohio 44117-1199
(Name and Address of Agent For Service)
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(216) 481-8100
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registration
be Registered Registered (1) Price Per Share (2) Offering Price (2) Fee
- -----------------------------------------------------------------------------------------------------------------------------------
(I) Common Shares, |
without par value | 150,000 $24.75 $3,712,500 $1,280.17
|
(II) Class A Common |
Shares, without par |
value | 150,000 $25.00 $3,750,000 $1,293.10
===================================================================================================================================
<FN>
(1) Pursuant to Rule 416(c) of the Securities Act of 1933 (the "Securities
Act"), an indeterminate amount of interests in The Lincoln Electric Company
Employee Savings Plan (the "Plan") are deemed to be registered hereby.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General
Rules and Regulations under the Securities Act, on the basis of the average of
the high and low sale prices of the Class A Common Shares, without par value
and Common Shares, without par value (the "Common Shares") on the NASDAQ
National Market on November 8, 1995, within five business days prior to filing.
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Part II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by The Lincoln Electric
Company (the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference: the Prospectus dated June
29, 1995 filed pursuant to Rule 424(b) as a supplement to the Registrant's
Registration Statement on Form S-3 (No. 33-58881), as amended; Registrant's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30,
1995 and September 30, 1995; Registrant's Form 8-K dated May 26, 1995; and the
descriptions of the Registrant's Common Shares contained in the registration
statements filed under Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act"), and all amendments and reports filed for the purpose of
updating those descriptions.
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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated herein by reference and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable. (Classes of securities to be offered are registered
under Section 12 of the Exchange Act.)
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Registrant's Restated Articles of Incorporation and Article IV of
Registrant's Restated Code of Regulations are incorporated herein by reference
to Exhibit 4.1 to the Form S-3 Registration Statement, No. 33-58881 (the
"Registration Statement") and Exhibit 2 to the Registration Statement on Form
8-A ("Form 8-A"), respectively, both filed with the Commission, which allow
indemnification of officers and directors to the fullest extent permitted for
an Ohio company, pursuant to Section 1701.13 of the Ohio Revised Code.
The Registrant maintains insurance on behalf of directors and certain
officers against any loss arising from any claim asserted against him in any
such capacity, subject to certain exclusions.
Registrant has entered into indemnity agreements with its directors and
expects to enter into similar agreements with any director elected or appointed
in the future. Item 15, Part II of the Registration Statement is incorporated
herein by reference.
Item 7. Exemption from Registration Claims
----------------------------------
Not applicable.
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Item 8. Exhibits
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4(a) Restated Articles of Incorporation are incorporated by reference to
Exhibit 4.1 to Registrant's Registration Statement.
4(b) Restated Code of Regulations are incorporated by reference to Exhibit 2
to Registrant's Form 8-A.
4(c) The Lincoln Electric Company Employee Savings Plan.
Registrant will submit the Plan and any amendments thereto to
the Internal Revenue Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the Plan.
23(a) Consent of Ernst & Young LLP, Independent Auditors.
23(b) Consent of Price Waterhouse, Independent Accountants.
24 Power of Attorney.
Item 9. Undertakings
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(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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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
this Registration Statement;
(iii) 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;
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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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 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
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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 in
the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act 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 of 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 November 9, 1995.
THE LINCOLN ELECTRIC COMPANY
By: /s/ Frederick G. Stueber
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Frederick G. Stueber, Vice President,
General Counsel and Secretary
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 Date
--------- ----- ----
/s/ Donald F. Hastings * Chairman of the Board and Chief November 9, 1995
------------------------------------ Executive Officer (Principal
Donald F. Hastings Executive Officer)
/s/ Frederick W. Mackenbach * President, Chief Operating November 9, 1995
------------------------------------ Officer and Director
Frederick W. Mackenbach
/s/ H. Jay Elliott * Vice President, Chief Financial November 9, 1995
------------------------------------ Officer and Treasurer (Principal
H. Jay Elliott Financial and Accounting Officer)
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/s/ Harry Carlson * Director November 9, 1995
------------------------------------
Harry Carlson
/s/ David H. Gunning * Director November 9, 1995
------------------------------------
David H. Gunning
/s/ G. Russell Lincoln * Director November 9, 1995
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G. Russell Lincoln
/s/ Henry L. Meyer III * Director November 9, 1995
------------------------------------
Henry L. Meyer III
/s/ Craig R. Smith * Director November 9, 1995
------------------------------------
Craig R. Smith
/s/ Edward E. Hood, Jr. * Director November 9, 1995
------------------------------------
Edward E. Hood, Jr.
/s/ Paul E. Lego * Director November 9, 1995
------------------------------------
Paul E. Lego
/s/ Hugh L. Libby * Director November 9, 1995
------------------------------------
Hugh L. Libby
/s/ David C. Lincoln * Director November 9, 1995
------------------------------------
David C. Lincoln
/s/ Emma S. Lincoln * Director November 9, 1995
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Emma S. Lincoln
/s/ Kathryn Jo Lincoln * Director November 9, 1995
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Kathryn Jo Lincoln
/s/ Lawrence O. Selhorst * Director November 9, 1995
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Lawrence O. Selhorst
/s/ Frank L. Steingass * Director November 9, 1995
------------------------------------
Frank L. Steingass
<FN>
* Frederick G. Stueber, the undersigned attorney-in-fact, by signing his
name hereto, does hereby sign and execute this Registration Statement on behalf
of the above indicated Registrant and officers and directors thereof
(constituting a majority of the directors) pursuant to a power of attorney filed
with the Securities and Exchange Commission.
November 9, 1995 By: /s/ Frederick G. Stueber
----------------------------------------
Frederick G. Stueber, Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit Exhibit
Number Description
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4(a) Restated Articles of Incorporation are incorporated by reference to Exhibit 4.1
to Registrant's Registration Statement.
4(b) Restated Code of Regulations are incorporated by reference to Exhibit 2 to
Registrant's Form 8-A.
4(c) The Lincoln Electric Company Employee Savings Plan.
Registrant will submit the Plan and any amendments thereto to the Internal
Revenue Service (the "IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan.
23(a) Consent of Ernst & Young LLP, Independent Auditors.
23(b) Consent of Price Waterhouse, Independent Accountants.
24 Power of Attorney.