-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, n8H5VWS4HD5clozDRX5n/xiPkVBxO9UfcE2uxLGzmOyjnw1K46R7wX99gTjJHr2R YfCPBECvalaZZxycNLoMeQ== 0000216275-95-000013.txt : 19950728 0000216275-95-000013.hdr.sgml : 19950728 ACCESSION NUMBER: 0000216275-95-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950727 EFFECTIVENESS DATE: 19950815 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JLG INDUSTRIES INC CENTRAL INDEX KEY: 0000216275 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] IRS NUMBER: 251199382 STATE OF INCORPORATION: PA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61333 FILM NUMBER: 95556356 BUSINESS ADDRESS: STREET 1: JLG DR CITY: MCCONNELLSBURG STATE: PA ZIP: 17233 BUSINESS PHONE: 7174855161 S-8 1 As filed with the Securities and Exchange Commission on July 27, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JLG INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 25-1199382 (State of Organization) (I.R.S. Employer Identification Number) 1 JLG Drive McConnellsburg, Pennsylvania 17233 (Address of principal executive offices) (Zip Code) JLG INDUSTRIES, INC. STOCK INCENTIVE PLAN (Full title of the Plan) Charles H. Diller, Jr. Copy to: David N. Brown, Esq. Executive Vice President Covington & Burling and Chief Executive Officer 1201 Pennsylvania Avenue, N.W. JLG Industries, Inc. Washington, D.C. 20044 1 JLG Drive McConnellsburg, PA 17233 (717) 485-5161 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Amount maximum maximum Amount of securities to be offering price aggregate registration to be registered registered per share offering price fee Capital Stock, par value $.20 per share 700,000 shs.(1) $33.50(2) $23,450,000 $8,806.21 (1) Pursuant to Rule 416 the amount of shares registered include such additional number of shares of Capital Stock as are required from stock splits, stock dividends or similar transactions affecting the Capital Stock. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on the average high and low sales prices as reported by the consolidated reporting system on July 24, 1995. STATEMENT PURSUANT TO GENERAL INSTRUCTION E. OF FORM S-8 The registrant's Registration Statement on Form S-8, dated March 31, 1993 File No. 33-60366, is hereby incorporated by reference. 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 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 at McConnellsburg, Pennsylvania, on the 27th day of July, 1995. JLG INDUSTRIES, INC. (Registrant) By /s/ L. David Black L. David Black President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Name Capacity in Which Signed Date /s/ L. David Black L. David Black Director, Chairman, President and Chief Executive Officer July 27, 1995 /s/ Charles H. Diller, Jr. Charles H. Diller, Jr. Director, Executive Vice President and Chief Financial Officer July 27, 1995 /s/ George R. Kempton George R. Kempton Director July 27, 1995 /s/ James A. Mezera James A. Mezera Director July 27, 1995 /s/ Paul K. Shockey Paul K. Shockey Director, Secretary July 27, 1995 /s/ Charles O. Wood, III Charles O. Wood, III Director July 27, 1995 /s/ Gerald Palmer Gerald Palmer Director July 27, 1995 /s/ Stephen Rabinowitz Stephen Rabinowitz Director July 27, 1995 /s/ Thomas C. Wajnert Thomas C. Wajnert Director July 27, 1995 INDEX TO EXHIBITS Exhibit No. Description of Exhibit 5 Opinion re: legality 23 Consent of Ernst & Young EX-5 2 EXHIBIT 5 July 26, 1995 JLG Industries, Inc. JLG Drive McConnellsburg, Pennsylvania 17233 Gentlemen: We refer to the Registration Statement on Form S-8 covering 700,000 shares of the capital stock, par value $.20, of JLG Industries, Inc., which Registration Statement is to be filed with the Securities and Exchange Commission on or about July 27, 1995. We have acted as counsel for JLG Industries, Inc., in connection with the Stock Incentive Plan (the "Plan") pursuant to which those 700,000 shares are to be offered and are familiar with the corporate proceedings relating thereto. We have examined such documents and considered such matters of law as we have deemed necessary in giving this opinion. In our opinion, the 700,000 shares of capital stock to be offered pursuant to the Plan have been duly and validly authorized and, upon issuance and payment therefore in accordance with the Plan, will be legally issued and fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COVINGTON & BURLING EX-23 3 EXHIBIT 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the JLG Industries, Inc. Stock Incentive Plan of our reports dated September 8, 1994 and October 19, 1994, with respect to the consolidated financial statements of JLG Industries, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended July 31, 1994 and the related financial statement schedules included therein, filed with the Securities and Exchange Commission. Ernst & Young LLP Baltimore, Maryland July 24, 1995 -----END PRIVACY-ENHANCED MESSAGE-----