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As filed with the Securities and Exchange Commission on December 29, 1995
Registration No. 33-________
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FORM S-8
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BEARINGS, INC.
(Exact name of issuer as specified in its charter)
Ohio 34-0117420
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 Euclid Avenue
Cleveland, Ohio 44115
(Address of Principal Executive Offices) (Zip Code)
BEARINGS, INC.
SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
(Full title of the plan)
Robert C. Stinson
Vice President-Administration, Human Resources
General Counsel and Secretary
3600 Euclid Avenue
Cleveland, Ohio 44115
(Name and address of agent for service)
(216) 881-8900
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Title of Proposed Maximum
Securities Amount maximum aggregate Amount of
to be to be offering offering registration
registered (1) registered price per share (2) price (2) fee (3)
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Common Stock 100,000 $26.0625 $2,606,250 $899
without par value Shares
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "Act"), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Based on the average of high and low prices of securities of the same
class as reported on the composite tape for securities listed on the
New York Stock Exchange on December 21, 1995.
(3) Computed in accordance with Rule 457(h) under the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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Bearings, Inc. (the "Company") incorporates by reference into
this registration statement the following documents:
(a) The Company's Annual Report on Form 10-K for the year
ended June 30, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1995.
(c) The description of the Company's Common Stock,
without par value, contained in the Company's
Registration Statement on Form 8-B dated October 18,
1988.
All documents subsequently filed by the Company and the
Bearings, Inc. Supplemental Defined Contribution Plan (the "Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment that
indicates all securities offered have been sold, or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
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Not applicable.
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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Pursuant to Section 1701.13(E) of the Ohio Revised Code, the
Company will indemnify any director or officer and any former director or
officer of the Company, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
or her by reason of the fact that he or she is or was such a director or
officer, in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, to the
full extent permitted by applicable law.
Section 29 of the Code of Regulations of the Company provides
that the Company shall indemnify any person who is or was a director or officer
of the Company or who is serving at the request of the Company as a director,
officer or trustee of another enterprise (and his or her heirs, executors and
administrators) against expenses (including attorneys' fees, judgments, fines
and amounts paid in settlement) actually and reasonably
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incurred by him or her by reason of the fact that he or she was such director,
officer or trustee in connection with any threatened, pending or contemplated
action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent and according to the procedures and
requirements in the Ohio Revised Code as the same may be in effect from time to
time.
The Company has purchased insurance policies indemnifying its
officers and directors and the officers and directors of its subsidiaries
against claims and liabilities (with stated exceptions) to which they may
become subject by reason of their positions with the Company as officers and
directors.
The Company has also entered into agreements with its
directors and certain of its officers which indemnify them against claims and
liabilities to which they may become subject by reason of their position with
the Company.
Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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(4)(a) Amended and Restated Articles of Incorporation of
Bearings, Inc. filed with the Ohio Secretary of
State on October 18, 1988 (reference is made to
Exhibit (4)(a) to the Bearings, Inc. Form 8-K dated
October 21, 1988, SEC File No. 1-2299, which
exhibit is incorporated herein by reference).
(4)(b) Code of Regulations of Bearings, Inc. adopted
September 6, 1988 (reference is made to Exhibit
(4)(b) to the Bearings, Inc. Form 8-K dated October
21, 1988, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(c) Certificate of Amendment of Amended and Restated
Articles of Incorporation of Bearings, Inc.
filed with the Ohio Secretary of State on October
27, 1988 (reference is made to Exhibit (4)(c) to
the Bearings, Inc. Form 10-Q for the Quarter ended
September 30, 1988, SEC File No. 1-2299, which
exhibit is incorporated herein by reference).
(4)(d) Certificate of Merger of Bearings, Inc. (Ohio) and
Bearings, Inc. (Delaware) filed with the Ohio
Secretary of State on October 18, 1988 (reference is
made to Exhibit (4) to the Bearings, Inc. Annual
Report on Form 10-K for the fiscal year ended June
30, 1989, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(e) Certificate of Amendment of Amended and Restated
Articles of Incorporation of Bearings, Inc. filed
with the Ohio Secretary of State on October 17,
1990 (reference is made to Exhibit (4)(e) to the
Bearings, Inc. Form 10-Q for the quarter ended
September 30, 1990, SEC File No. 1-2299, which
exhibit is incorporated herein by reference).
(4)(f) $80,000,000 Maximum Aggregate Principal Amount Note
Purchase
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and Private Shelf Facility dated October 31, 1992
between Bearings, Inc. and The Prudential Insurance
Company of America (reference is made to Exhibit
(4)(f) to the Bearings, Inc. Form 10-Q for the
quarter ended September 30, 1992, SEC File No.
1-2299, which exhibit is incorporated herein by
reference).
(5) Opinion of Squire, Sanders & Dempsey as to the
legality of the securities registered.
(23)(a) Consent of Deloitte & Touche LLP.
(23)(b) Consent of Squire, Sanders & Dempsey (contained in
Exhibit 5).
(99) Bearings, Inc. Supplemental Defined Contribution
Plan.
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Item 9. Undertakings
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(a) The Company hereby undertakes:
(1) To file, during any period in which offers and
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 this registration
statement or any material change to such information
in this registration statement;
(2) That, for the purpose of determining any
liability under the 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; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Act, each filing of its annual report
pursuant to section 13(a) or 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 the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and controlling persons
of the Company, the Company 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 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.
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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 Cleveland, State of Ohio, on the 29 day of
December 1995.
BEARINGS, INC.
/s/ John C. Dannemiller
By: __________________________
John C. Dannemiller
Chairman of the Board and
Chief Executive Officer
/s/ John R. Whitten
By: __________________________
John R. Whitten
Vice President-Finance and
Treasurer
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.
SIGNATURE TITLE DATE
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/s/ John C. Dannemiller December 29
_______________________ Chairman of the Board, ____________, 1995
John C. Dannemiller Chief Executive Officer
and Director
/s/ John C. Robinson December 29
_____________________ President, Chief Operating ____________, 1995
John C. Robinson Officer and Director
/s/ John R. Whitten December 29
_____________________ Vice President-Finance and ____________, 1995
John R. Whitten Treasurer (Principal Financial
Officer)
_____________________ Controller (Principal ____________, 1995
Mark O. Eisele Accounting Officer)
_____________________ Director ____________, 1995
William G. Bares
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_____________________ Director ____________, 1995
William E. Butler
/s/ Russel B. Every December 29
_____________________ Director ____________, 1995
Russel B. Every
/s/ Russell R. Gifford December 29
_____________________ Director ____________, 1995
Russell R. Gifford
/s/ L. Thomas Hiltz December 29
_____________________ Director ____________, 1995
L. Thomas Hiltz
_____________________ Director ____________, 1995
John J. Kahl
/s/ Jerry Sue Thornton, Ph.D. December 29
_____________________________ Director ____________, 1995
Jerry Sue Thornton, Ph.D.
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Plan
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 the ___ day of December 1995.
BEARINGS, INC. SUPPLEMENTAL
DEFINED CONTRIBUTION PLAN
BY BEARINGS, INC., AS
PLAN ADMINISTRATOR
/s/ John C. Dannemiller
By: __________________________
John C. Dannemiller
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
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Page in
Registration
Statement
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(4)(a) Amended and Restated Articles of Incorporation of *
Bearings, Inc. filed with the Ohio Secretary of State
on October 18, 1988.
(4)(b) Code of Regulations of Bearings, Inc. adopted September *
6, 1988.
(4)(c) Certificate of Amendment of Amended and Restated *
Articles of Incorporation of Bearings, Inc. filed with
the Ohio Secretary of State on October 27, 1988.
(4)(d) Certificate of Merger of Bearings, Inc. (Ohio) and *
Bearings, Inc. (Delaware) filed with the Ohio Secretary
of State on October 18, 1988.
(4)(e) Certificate of Amendment of Amended and Restated *
Articles of Incorporation of Bearings, Inc. filed with
the Ohio Secretary of State on October 17, 1990.
(4)(f) $80,000,000 Maximum Aggregate Principal Amount Note *
Purchase and Private Shelf Facility dated October 31,
1992 between Bearings, Inc. and The Prudential Insurance
Company of America.
(5) Opinion of Squire, Sanders & Dempsey as to the legality of the
securities registered.
(23)(a) Consent of Deloitte & Touche LLP.
(23)(b) Consent of Squire, Sanders & Dempsey (contained in Exhibit 5).
(99) Bearings, Inc. Supplemental Defined Contribution Plan.
<FN>
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* Incorporated herein by reference; See Item 8
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