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Registration No. ________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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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)
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1995 LINCOLN STOCK PURCHASE PLAN
(Full Title of the Plan)
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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 |
| 100,000 $24.75 $2,475,000 $853.45
|
(II) Class A Common |
Shares, without par | 100,000 $25.00 $2,500,000 $862.07
value |
=================================================================================================================
<FN>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"),
this Registration Statement also covers such additional Class A Common Shares,
without par value and Common Shares, without par value (the "Common Shares") as
may become issuable pursuant to the antidilution provisions of the 1995 Lincoln
Stock Purchase Plan (the "Plan").
(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 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
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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
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Not applicable.
Item 6. Indemnification of Directors and Officers
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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
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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) 1995 Lincoln Stock Purchase 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 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.
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(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
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Date /s/ Donald F. Hastings * Chairman of the Board and Chief November 9, 1995
- ------------------------------------- Executive Officer
Donald F. Hastings (Principal 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)
/s/ Harry Carlson * Director November 9, 1995
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Harry Carlson
/s/ David H. Gunning * Director November 9, 1995
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David H. Gunning
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Signature Title Date
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/s/ G. Russell Lincoln * Director November 9, 1995
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G. Russell Lincoln
/s/ Henry L. Meyer III * Director November 9, 1995
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Henry L. Meyer III
/s/ Craig R. Smith * Director November 9, 1995
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Craig R. Smith
/s/ Edward E. Hood, Jr. * Director November 9, 1995
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Edward E. Hood, Jr.
/s/ Paul E. Lego * Director November 9, 1995
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Paul E. Lego
/s/ Hugh L. Libby * Director November 9, 1995
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Hugh L. Libby
/s/ David C. Lincoln * Director November 9, 1995
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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
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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
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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) 1995 Lincoln Stock Purchase Plan.
23(a) Consent of Ernst & Young LLP, Independent Auditors.
23(b) Consent of Price Waterhouse, Independent Accountants.
24 Power of Attorney.