AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
TENNANT COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0572550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 NORTH LILAC DRIVE 55440
P.O. BOX 1452 (Zip Code)
MINNEAPOLIS, MINNESOTA
(Address of principal executive offices)
TENNANT COMPANY
1999 STOCK INCENTIVE PLAN
(Full title of the plan)
JANET M. DOLAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TENNANT COMPANY
701 NORTH LILAC DRIVE
P.O. BOX 1452
MINNEAPOLIS, MINNESOTA 55440
(Name and address of agent for service)
(612) 540-1200
(Telephone number, including area code, of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share(1) Price(1) Fee
- ------------------------------------------------------------------------------------------------------
Common Stock, par
value $.375 per share 500,000
Shares $34.60 $17,300,000 $4,810
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, based
on the average of the high and low sale prices per share of the
registrant's Common Stock on June 10, 1999, as reported on the Nasdaq
National Market System.
- --------------------------------------------------------------------------------
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed (File No. 0-4804) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are, as of their respective dates,
incorporated by reference in this Registration Statement:
(a) The Annual Report on Form 10-K of Tennant Company (the
"Company") for the fiscal year ended December 31, 1998 (which
incorporates by reference certain portions of the Company's 1998
Annual Report to Shareholders, including financial statements and
accompanying information, and certain portions of the Company's
definitive proxy statement for the Company's 1999 Annual Meeting
of Shareholders);
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999; and
(c) The description of the Company's common stock contained
in a registration statement filed pursuant to the Exchange Act,
together with any amendments or reports filed for the purpose of
updating that description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this
Registration Statement and before the filing of a post-effective amendment that
indicates that all shares of common stock offered have been sold, or that
deregisters all shares of common stock then remaining unsold, shall be deemed to
be incorporated by reference in, and to be a part of, this Registration
Statement from the date of filing of those 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 incorporated herein by reference or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein modifies or supersedes that statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Bruce Borgerding, Deputy General Counsel and Corporate Secretary of
the Company, beneficially owns more than $50,000 of the Company's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Company's Restated By-Laws provides that the Company
shall indemnify its directors and officers to the full extent required by
Minnesota Statutes, Section 302A.521, or by other provisions of law. Section
302A.521 requires the Company to indemnify a person made or threatened to be
made a party to a
II-1
proceeding by reason of the former or present official capacity of the person
with respect to the Company against judgments, penalties, fines (including,
without limitation, excise taxes assessed against the person with respect to
an employee benefit plan), settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with
the proceeding, if certain criteria are met. These criteria, all of which
must be met by the person seeking indemnification, are:
(a) the person has not been indemnified by another
organization for the same judgments, penalties, fines,
settlements, and expenses;
(b) the person must have acted in good faith;
(c) no improper personal benefit was obtained by the
person and, if applicable, certain statutory conflict-of-interest
provisions have been satisfied;
(d) in the case of a criminal proceeding, the person
had no reasonable cause to believe that the conduct was
unlawful; and
(e) the person acted in a manner he or she reasonably
believed was in the best interests of the corporation or, in
certain limited circumstances, not opposed to the best
interests of the corporation.
The determination as to eligibility for indemnification is made by the
members of the Company's board of directors, or a committee thereof, who are at
the time not parties to the proceedings under consideration, by special legal
counsel, by the shareholders who are not parties to the proceedings or by a
court.
Article VIII of the Company's Restated Articles of Incorporation
provides that no director shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as director,
except:
(a) any breach of the director's duty of loyalty to
the Company or its shareholders;
(b) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of
law;
(c) dividends, stock repurchases and other
distributions made in violation of Minnesota law or for
violations of the Minnesota securities laws;
(d) any transaction from which the director derived an
improper personal benefit; or
(e) any act or omission occurring before the effective
date of the provision in the Company's Restated Articles of
Incorporation limiting such liability.
Article VIII does not affect the availability of equitable remedies,
such as an action to enjoin or rescind a transaction involving a breach of
fiduciary duty, although, as a practical matter, equitable relief may not be
available. Nor does this Article limit the liability of directors for
violations of, or relieve them from the necessity of complying with, federal
securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-2
ITEM 8. EXHIBITS.
Exhibit Description
------- ------------
4 Rights Agreement, dated as of November 19, 1996,
between the Company and Norwest Bank Minnesota,
National Association (incorporated by reference to
Exhibit 1 to the Company's Current Report on Form 8-K
dated November 19, 1996).
5 Opinion of Bruce J. Borgerding.
23.1 Consent of Bruce J. Borgerding (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
99 Tennant Company 1999 Stock Incentive Plan.
ITEM 9. UNDERTAKINGS.
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.
(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.
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.
II-3
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 Minneapolis, State of Minnesota, on June 8, 1999.
TENNANT COMPANY
By /s/ Bruce J. Borgerding
----------------------------------------
Its Deputy 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
- --------- -------
/s/ Janet M. Dolan * President and Chief Executive Officer
- ---------------------- (Principal Executive Officer)
Janet M. Dolan
/s/ John T. Pain * Vice President, Treasurer, and Chief Financial Officer
- ---------------------- (Principal Financial Officer)
John T. Pain
/s/ Dean A. Niehus * Corporate Controller
- ---------------------- (Principal Accounting Officer)
Dean A. Niehus
Arthur D. Collins, Jr. )
David C. Cox )
Andrew P. Czajkowski )
Janet M. Dolan ) A majority of the Board of Directors*
Roger L. Hale )
William I. Miller )
Edwin L. Russell )
* Bruce J. Borgerding, by signing his name hereto, hereby signs this document
on behalf of each of the above-named officers or directors of the Registrant
under powers of attorney executed by those persons.
By /s/ Bruce J. Borgerding
---------------------------------------
Bruce J. Borgerding
Deputy General Counsel and Secretary,
Attorney-in-Fact
II-4
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
-------- ------------
4 Rights Agreement, dated as of November 19, 1996, between the
Company and Norwest Bank Minnesota, National Association
(incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated November 19, 1996).......... Incorporated by Reference
5 Opinion of Bruce J. Borgerding............................... Filed Electronically
23.1 Consent of Bruce J. Borgerding (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP............................. Filed Electronically
24 Powers of Attorney........................................... Filed Electronically
99 Tennant Company 1999 Stock Incentive Plan.................... Filed Electronically
II-5