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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMMERCIAL INTERTECH CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-0159880
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1775 LOGAN AVENUE, YOUNGSTOWN, OHIO 44505
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
COMMERCIAL INTERTECH CORP. NON-EMPLOYEE DIRECTORS' STOCK PLAN
(FULL TITLE OF PLAN)
GILBERT M. MANCHESTER
COMMERCIAL INTERTECH CORP.
1775 LOGAN AVENUE
YOUNGSTOWN, OHIO 44505
(216) 746-8011
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
MARK D. WOOD
KATTEN MUCHIN & ZAVIS
525 WEST MONROE STREET
SUITE 1600
CHICAGO, ILLINOIS 60661
(312) 902-5200
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(2) PER SHARE(3) PRICE(3) REGISTRATION FEE
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Common Stock
($1.00 par value)(1)............. 250,000 shares $13.125 $3,281,250 $995
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<FN>
(1) Including preferred share purchase rights.
(2) Includes an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar
transactions.
(3) The amounts are based upon the average of the high and low sales prices of
the Common Stock as reported on the New York Stock Exchange on June 6,
1997 and are used solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is currently included
in the prospectus for the Commercial Intertech Corp. Non-Employee Directors'
Stock Plan (the "Plan"), and is not being filed with or included in this Form
S-8 in accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC by Commercial
Intertech Corp. (the "Company") are incorporated in this Registration Statement
by reference:
1. The Company's annual report on Form 10-K for the fiscal year
ended October 31, 1996.
2. The Company's quarterly report for the fiscal quarter ended
January 31, 1997.
3. The description of the Company's common stock, $1.00 par value
per share ("Common Stock"), and preferred share purchase
rights contained in the Registration Statement on Form 8-A
filed under Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (filed February 6, 1991 and
February 28, 1991), including any amendment or report filed
for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this registration statement by reference and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.
The Company hereby undertakes to provide without charge to each person
who has received a copy of the prospectus to which this registration statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
registration statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference). The Company hereby further
undertakes to deliver or cause to be delivered to all participants who do not
otherwise receive such material, copies of all reports, proxy statements and
other communications distributed by the Company to its stockholders generally,
no later than the time such materials are first sent to its stockholders.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Gilbert M. Manchester, whose opinion of counsel is attached hereto as
Exhibit 5, is an officer and employee of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Company's Code of Regulations provides that the
Company shall indemnify each director, officer or employee, each former
director, officer or employee, and each person who is serving or has served at
the Company's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other organization or
enterprise, against expenses (including attorneys' fees), judgments, decrees,
fines, penalties and amounts paid in settlement (whether with or without court
approval) in connection with the defense of any pending or threatened action,
suit, or proceeding, whether criminal, civil, administrative or investigative,
to which he is or may be made a party by reason of being or having been such
director, officer or employee, or by reason of any action alleged to have been
taken or not taken by him while acting in any such capacity, provided that a
determination is made (a) that he was not and has not been adjudicated to have
been negligent or guilty of misconduct in the performance of his duty to the
corporation, partnership, joint venture, trust or other enterprise of which he
is or was such director, officer or employee, (b) that he acted in good faith in
what he reasonably believed to be in, or not opposed to, the best interest of
the Company, and (c) that, in any matter the subject of a criminal action, suit
or proceeding, he had no reasonable cause to believe that his conduct was
unlawful. The determination as to (b) and (c) and, in the absence of an
adjudication as to (a) by a court of competent jurisdiction, the determination
as to (a), shall be made (i) by the directors of the Company acting at a meeting
at which a quorum consisting of directors who are not parties to or threatened
with such action, suit or proceeding is present and on which determination only
such directors vote, or (ii) if such a quorum is not obtainable to vote on such
indemnification, or, even if obtainable and a quorum of directors qualified to
vote so directs, by independent legal counsel in a written opinion.
Reference is made to Section 1701.13(E) of the Ohio Revised Code, which
sets forth provisions which define the extent to which a corporation may
indemnify directors, officers and employees.
Under an existing policy of insurance, the Company is entitled to be
reimbursed for indemnity payments it is required or permitted to make to its
directors and officers, including directors and officers of its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
4.1 The Commercial Intertech Corp. Non-Employee Directors' Stock
Plan.
4.2 Articles of Incorporation of the Company filed as of April 17,
1992 (incorporated herein by reference to Exhibit I to the
Company's Annual Report on Form 10-K for the year ended
October 31, 1992).
5 Opinion of Gilbert M. Manchester as to the legality of the
shares of Common Stock being offered under the Plan.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Gilbert M. Manchester (contained in his opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) To include any material information with
respect to the plan of distribution required to be but not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(i) and (a)(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
Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(b) 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
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offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) 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.
2. The Company hereby undertakes that, for the purpose of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 6 above, or
otherwise, the Company has been informed 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 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 Youngstown, State of Ohio, on this 9th day of June,
1997.
COMMERCIAL INTERTECH CORP.
By: /s/ PAUL J. POWERS
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Paul J. Powers
Chairman, President and Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints Bruce C. Wheatley, Gilbert M. Manchester and Mark D. Wood, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution, to sign on his behalf, individually and in each capacity stated
below, all amendments and post-effective amendments to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on June 9, 1997.
SIGNATURE TITLE
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Chairman of the Board, President, Chief Executive
/s/ PAUL J. POWERS Officer and Director (Principal Executive Officer)
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Paul J. Powers
Senior Vice President and Chief Financial Officer
/s/ STEVEN J. HEWITT (Principal Financial and Accounting Officer)
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Steven J. Hewitt
/s/ WILLIAM J. BRESNAHAN Director
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William J. Bresnahan
/s/ WILLIAM W. CUSHWA Director
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William W. Cushwa
/s/ CHARLES B. CUSHWA, III Director
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Charles B. Cushwa, III
/s/ JOHN M. GALVIN Director
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John M. Galvin
/s/ RICHARD J. HILL Director
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Richard J. Hill
/s/ NEIL D. HUMPHREY Director
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Neil D. Humphrey
/s/ WILLIAM E. KASSLING Director
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William E. Kassling
/s/ GERALD C. MCDONOUGH Director
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Gerald C. McDonough
/s/ C. EDWARD MIDGLEY Director
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C. Edward Midgley
/s/ GEORGE M. SMART Director
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George M. Smart
/s/ DON E. TUCKER Director
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Don E. Tucker
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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4.1 The Commercial Intertech Corp. Non-Employee Directors' Stock Plan.
5 Opinion of Gilbert M. Manchester as to the legality of the shares of Common
Stock being offered under the Plan.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Gilbert M. Manchester (contained in his opinion filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement).