1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1997
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARK-OHIO INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 34-6520107
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
23000 Euclid Avenue
Cleveland, Ohio 44117
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
PARK-OHIO INDUSTRIES, INC.
Amended and Restated 1992 Stock Option Plan
and
1996 Non-Employee Director Stock Option Plan
(FULL TITLE OF THE PLANS)
Ronald J. Cozean, Esq.
Secretary and General Counsel
Park-Ohio Industries, Inc.
23000 Euclid Avenue
Cleveland, Ohio 44117
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 692-7200
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
============================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE PRICE PER OFFERING REGISTRATION
REGISTERED(1) SHARE(2) PRICE (2) FEE (3)
- ----------------------------------------------------------------------------------------------------------------------------
Common Shares,
par value $1.00 per share 750,000 $12.375 $9,281,250 $2,813
============================================================================================================================
<FN>
(1) This registration covers 500,000 shares under the Amended and
Restated 1992 Stock Option Plan; 350,000 shares were
previously registered under this plan on Form S-8 (No.
33-64420). The registration also covers 250,000 shares under
the 1996 Non-Employee Director Stock Option Plan.
(2) Based on the last sale reported of securities of the same
class on the NASDAQ National Market System on May 29, 1997.
(3) Computed in accordance with Rule 457(h) under the Securities
Act of 1933.
================================================================================
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Rw
Item 3. Incorporation of Documents by Reference
- -----------------------------------------------
Park-Ohio Industries, 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
fiscal year ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
(c) The description of the Common Shares, par value
$1.00 per share, of the Company contained in the
Company's Form S-4 (No. 33-87230) filed with the
Securities and Exchange Commission on December 9,
1994.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 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 statment and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities
- ---------------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel
- ---------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
- --------------------------------------------------
Pursuant to Section 34 of the Company's Regulations, the Company is
required to indemnify any director or officer and any former director or officer
of the Company, against expenses,
2
3
including attorney's fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him by reason of the fact that he 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.
Ohio Revised Code Section 1701.13 permits indemnification of such
persons with respect to such matters, other than an action by or in the right of
the Company, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. In the case of an action brought by or in
the right of the Company, such Ohio Revised Code section permits indemnification
of such persons against expenses, including attorneys' fees, actually and
reasonably incurred by such person in connection with the settlement or defense
of such action if such person acted in good faith and in a manner that such
person reasonably believed to be in or not opposed to the best interests of the
Company, subject to certain exceptions, including an exception for a matter as
to which such person is adjudged to be liable for negligence or misconduct in
the performance of such person's duty to the Company, unless the court in which
such action was brought determines that such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
Each director and officer of the Company is a party to an
indemnification agreement with the Company, which agreement provides that the
Company will indemnify such officer or director against expenses, including,
without limitation, attorney's fees, judgments, fines, and amounts paid in
settlement, in connection with any claim against such officer or director
arising out of such person's being an officer or director of the Company, to the
full extent provided by (i) the Company's Regulations in effect on the date of
the agreement, (ii) the Company's By-laws, Regulations or Articles of
Incorporation, as in effect at the time expenses are incurred, (iii) Ohio law on
the date of the agreement or the law governing the Company at the time the
expenses are incurred, or (iv) insurance maintained by the Company, at the
option of such officer or director. The Company has also agreed to maintain
3
4
directors' and officers' liability insurance so long as such insurance is
available on a basis acceptable to the Company, and to advance funds for
expenses, provided the officer or director agrees to reimburse the Company if he
is ultimately found not to be entitled to such indemnification.
The Company maintains insurance policies that insure the Company's
directors and officers against certain liabilities (excluding fines and
penalties imposed by law) which might be incurred by them in such capacities and
insure the registrant for amounts which may be paid by it (up to the limits of
such policies) to indemnify the directors and officers covered by the policies.
Item 7. Exemption from Registration Claimed
- -------------------------------------------
Not applicable.
Item 8. Exhibits
- -----------------
(4)(a) Amended and Restated Articles of Incorporation
of the Company (incorporated herein by
reference to Exhibit 4(a) to Registrant's Form
S-3 (No. 33-86054) filed with the Commission
on November 7, 1994).
(4)(b) Regulations of the Company (incorporated
herein by reference to Exhibit 4(a) to
Registrant's Form S-3 (No. 33-86054) filed
with the Commission on November 7, 1994).
(5) Opinion of Squire, Sanders & Dempsey L.L.P. as
to the legality of the securities registered.
(15) Letter from Ernst & Young LLP regarding
unaudited interim financial information.
(23)(a) Consent of Ernst & Young LLP.
(23)(b) Consent of Squire, Sanders & Dempsey L.L.P.
(contained in opinion filed as Exhibit 5).
(24) Powers of Attorney (included on the signature
4
5
page hereto).
(99)(a) The Company's Amended and Restated 1992 Stock
Option Plan.
(99)(b) The Company's 1996 Non-Employee Director Stock
Option Plan.
Item 9. Undertakings
- ---------------------
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or 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 the registration statement or any material change to such
information 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; and
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1993, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 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 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.
5
6
(h) 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 provisions described under Item 15
above 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.
6
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Park-Ohio
Industries, Inc. certifies that it has reasonable grounds to believe that it
meets all 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 this 3rd day of
June, 1997.
PARK-OHIO INDUSTRIES, INC.
By: /s/ James S. Walker
--------------------------------
James S. Walker, Vice President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
James S. Walker, or Ronald J. Cozean, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and all documents relating thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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
--------- ----- ----
/s/ Edward F. Crawford President and Chief June 3, 1997
- ---------------------------- Executive Officer and
Edward F. Crawford
7
8
Director (Principal
Executive Officer)
/s/ James S. Walker Vice President and Chief June 3, 1997
- ----------------------------- Financial Officer
James S. Walker (Principal Financial and
Accounting Officer)
/s/ Lewis E. Hatch, Jr. Director June 3, 1997
- ----------------------------
Lewis E. Hatch, Jr.
/s/ Thomas E. McGinty Director June 3, 1997
- ----------------------------
Thomas E. McGinty
/s/ Lawrence O. Selhorst Director June 3, 1997
- ----------------------------
Lawrence O. Selhorst
/s/ Richard S. Sheetz Director June 3, 1997
- ----------------------------
Richard S. Sheetz
/s/ James W. Wert Director June 3, 1997
- ----------------------------
James W. Wert
8
9
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------ -------
(4)(a) - Amended and Restated Articles of Incorporation of the
Company (incorporated herein by reference to Exhibit 4(a)
to Registrant's Form S-3 (No. 33-86054) filed with the
Commission on November 7, 1994).
(4)(b) - Regulations of the Company (incorporated herein by
reference to Exhibit 4(a) to Registrant's Form S-3 (No.
33-86054) filed with the Commission on November 7, 1994).
(5) - Opinion of Squire, Sanders & Dempsey L.L.P. as to the
legality of the securities registered.
(15) - Letter from Ernst & Young LLP regarding unaudited
interim financial information.
(23)(a) - Consent of Ernst & Young LLP.
(23)(b) - Consent of Squire, Sanders & Dempsey L.L.P. (contained
in opinion filed as Exhibit 5).
(24) - Power of Attorney (included on the signature page
hereto).
(99)(a) - The Company's Amended and Restated 1992 Stock Option
Plan.
(99)(b) - The Company's 1996 Non-Employee Director Stock Option Plan.
9