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As filed with the Securities and Exchange Commission on May 9, 1996
Registration No. 33-
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 GORMAN-RUPP COMPANY
(Exact name of registrant as specified in its charter)
OHIO 34-0253990
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
305 Bowman Street, Mansfield, Ohio 44903
(Address of principal executive offices, including zip code)
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THE GORMAN-RUPP COMPANY INDIVIDUAL PROFIT SHARING RETIREMENT PLAN
(Full Title of the Plan)
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Robert E. Kirkendall, Corporate Secretary
The Gorman-Rupp Company
305 Bowman Street, Mansfield Ohio 44903
(Name and address of agent for service)
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(419) 755-1011
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed maxi- Proposed maxi-
Title of securities Amount to be mum offering mum aggregate Amount of
to be registered registered (1) price per share offering price registration fee
- ------------------------------------------------------------------------------------------------------------------------
Common Shares,
without par value* 125,000 $14.00(2) $1,750,000(2) $603.45
- ------------------------------------------------------------------------------------------------------------------------
<FN>
(1) In accordance with Rule 416(a), the number of Common Shares being
registered hereunder may be increased from time to time to that number of
Common Shares resulting from a stock split, stock dividend or similar
transaction applicable to the currently registered number of Common
Shares. In addition, pursuant to Rule 416(c), this Registration Statement
covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(2) The registration fee has been calculated, and the offering price
estimated, in accordance with Rule 457(c) upon the basis of the average of
the high and low sales prices of Common Shares as reported on the American
Stock Exchange on May 6, 1996, which was $14.00 per Common Share.
* It is not presently anticipated that either treasury shares or original
issue shares of the Company will be issued under The Gorman-Rupp Company
Individual Profit Sharing Retirement Plan, and therefore no such shares
are hereby registered. This number of shares represents the estimated
maximum number of presently outstanding Common Shares that could be
purchased under the Plan with the employee and Company contributions based
upon the closing price of Common Shares of $13.875 on the American Stock
Exchange on May 6, 1996.
========================================================================================================================
This Registration Statement shall become effective upon filing pursuant to
Rule 462.
The Exhibit Index is located at Page 9.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed by The Gorman-Rupp
Company (the "Company") with the Securities and Exchange Commission are
incorporated herein by reference: the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995; the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996; the Annual Report of the Plan on Form
11-K for the fiscal year ended December 31, 1994; and the description of the
Company's Common Shares contained in the registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating that description.
All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 6. Indemnification of Directors and Officers
Under certain conditions, Section 1701.13(E) of the Ohio Revised Code
authorizes the indemnification of directors and officers of an Ohio corporation
in defense of any civil, criminal, administrative or investigative proceeding.
Article IV of the Company's Regulations (incorporated by reference herein
from Exhibits (3)(4) of the Company's Annual Report on Form 10-K for the year
ended December 31, 1994), which provides for indemnification in terms generally
consistent with the statutory authority, is incorporated herein by reference.
The Company has entered into an Indemnification Agreement (the "Agreement")
with each present Director and such officers of the Company and its subsidiaries
as have been designated by the Board of Directors. The effect of the Agreement
is to provide for mandatory indemnification of an officer or Director of the
Company, or of an individual who serves at the request of the Company as an
officer, director, trustee, employee or agent of another corporation or entity,
if the individual meets certain standards of conduct required by the Agreement.
The Agreement provides indemnification to an individual who was or is a party to
any threatened, pending or completed action, suit or proceeding, including any
action, suit or proceeding threatened or instituted by or in the right of the
Company. The Agreement also contemplates indemnification in connection with
administrative and investigative proceedings as well as criminal and civil
actions, suits or proceedings.
The Company also maintains insurance covering certain liability of the
Directors and officers of the Company and its subsidiaries.
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Item 8. Exhibits
4(a) The Company's Amended Articles of Incorporation, as amended
(incorporated herein by this reference from Exhibits (3)(4) of the
Company's Annual Report on Form 10-K for the year ended December 31,
1994)
4(b) The Company's Regulations (incorporated herein by this reference from
Exhibits (3)(4) of the Company's Annual Report on Form 10-K for the
year ended December 31, 1994)
4(c) The Gorman-Rupp Company Individual Profit Sharing Retirement Plan (as
Amended and Restated as of January 1, 1987)
4(d) Amendment No. 1 to The Gorman-Rupp Company Individual Profit Sharing
Retirement Plan
4(e) Amendment No. 2 to The Gorman-Rupp Company Individual Profit Sharing
Retirement Plan
4(f) Amendment No. 3 to The Gorman-Rupp Company Individual Profit Sharing
Retirement Plan
4(g) Amendment No. 4 to The Gorman-Rupp Company Individual Profit Sharing
Retirement Plan
4(h) Amendment No. 5 to The Gorman-Rupp Company Individual Profit Sharing
Retirement Plan
4(i) Amendment No. 6 to The Gorman-Rupp Company Individual Profit Sharing
Retirement Plan
4(j) Amendment No. 7 to The Gorman-Rupp Company Individual Profit Sharing
Retirement Plan
23 Consent of Ernst & Young LLP
24(a) Certified Resolutions of the Company's Board of Directors
24(b) Power of Attorney of the Company
24(c) Power of Attorney of Directors and Officers
The undersigned Registrant has submitted and will submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to qualify
the Plan.
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Item 9. Undertakings
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 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 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 by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) 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.
(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
H. The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act of 1933 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 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 Mansfield, State of Ohio, on this 7th day of May,
1996.
THE GORMAN-RUPP COMPANY
By: *ROBERT E. KIRKENDALL
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Robert E. Kirkendall,
Attorney-in-Fact
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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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*JAMES C. GORMAN Chairman, Principal May 7, 1996
- ----------------------------- Executive Officer
James C. Gorman and Director
*KENNETH E. DUDLEY Treasurer and Principal May 7, 1996
- ----------------------------- Financial and
Kenneth E. Dudley Accounting Officer
*WILLIAM A. CALHOUN Director May 7, 1996
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William A. Calhoun
*PETER B. LAKE Director May 7, 1996
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Peter B. Lake
*BURTON PRESTON Director May 7, 1996
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Burton Preston
*JOHN A. WALTER Director May 7, 1996
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John A. Walter
*JEFFREY S. GORMAN Director May 7, 1996
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Jeffrey S. Gorman
*JAMES R. WATSON Director May 7, 1996
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James R. Watson
*THOMAS E. HOAGLIN Director May 7, 1996
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Thomas E. Hoaglin
*The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to Powers of Attorney executed by the Registrant
and by the above-named officers and Directors of the Registrant and filed with
the Securities and Exchange Commission on behalf of such Registrant, officers
and Directors.
May 7, 1996
By: /s/ROBERT E. KIRKENDALL
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Robert E. Kirkendall,
Attorney-in-Fact
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The Plan
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Mansfield, State of Ohio on May 7,
1996.
THE GORMAN-RUPP COMPANY INDIVIDUAL
PROFIT SHARING RETIREMENT PLAN
By: The Gorman-Rupp Company,
as Plan Administrator
By: /s/JEFFREY S. GORMAN
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Jeffrey S. Gorman,
Committee Member
By: /s/KENNETH E. DUDLEY
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Kenneth E. Dudley,
Committee Member
By: /s/K. JACK BARGAHISER
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K. Jack Bargahiser,
Committee Member
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EXHIBIT INDEX
Exhibit Exhibit Page
Number Description Number
4(a) The Company's Amended Articles of Incorporation,
as amended (incorporated herein by this reference
from Exhibits (3)(4) of the Company's Annual Report
on Form 10-K for the year ended December 31, 1994) N/A
4(b) The Company's Regulations (incorporated herein by this
reference from Exhibits (3)(4) of the Company's Annual
Report on Form 10-K for the year ended
December 31, 1994) N/A
4(c) The Gorman-Rupp Company Individual Profit Sharing
Retirement Plan (as Amended and Restated as of
January 1, 1987) 11
4(d) Amendment No. 1 to The Gorman-Rupp Company
Individual Profit Sharing Retirement Plan 98
4(e) Amendment No. 2 to The Gorman-Rupp Company
Individual Profit Sharing Retirement Plan 100
4(f) Amendment No. 3 to The Gorman-Rupp Company
Individual Profit Sharing Retirement Plan 115
4(g) Amendment No. 4 to The Gorman-Rupp Company
Individual Profit Sharing Retirement Plan 118
4(h) Amendment No. 5 to The Gorman-Rupp Company
Individual Profit Sharing Retirement Plan 125
4(i) Amendment No. 6 to The Gorman-Rupp Company
Individual Profit Sharing Retirement Plan 128
4(j) Amendment No. 7 to The Gorman-Rupp Company
Individual Profit Sharing Retirement Plan 134
23 Consent of Ernst & Young LLP 135
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Exhibit Exhibit Page
Number Description Number
24(a) Certified Resolutions of the Company's Board
of Directors 136
24(b) Power of Attorney of the Company 139
24(c) Power of Attorney of Directors and Officers 141