-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RtvcjjKgNgHbt6Ov7vI34myHGPnBwA/Gfa4YzfGPntFqcB1g+D/bYA5RCzUT1etq anRUu5Er4tuNdaBsnnK6vQ== 0000897101-03-000853.txt : 20030729 0000897101-03-000853.hdr.sgml : 20030729 20030729170649 ACCESSION NUMBER: 0000897101-03-000853 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030729 EFFECTIVENESS DATE: 20030729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONALDSON CO INC CENTRAL INDEX KEY: 0000029644 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 410222640 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107444 FILM NUMBER: 03809261 BUSINESS ADDRESS: STREET 1: 1400 W. 94TH ST. CITY: MINNEAPOLIS STATE: MN ZIP: 55431 BUSINESS PHONE: 6128873131 MAIL ADDRESS: STREET 1: 1400 W 94TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55431 S-8 1 donaldson033145_s8.txt DONALDSON COMPANY, INC. - FORM S-8 Registration No. 333-__________ As filed with the Securities and Exchange Commission on July 29, 2003 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DONALDSON COMPANY, INC. (Exact name of registrant as specified in its charter) DELAWARE 41-0222640 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1400 WEST 94TH STREET MINNEAPOLIS, MINNESOTA 55431 (Address, including zip code, of registrant's principal executive offices) DONALDSON COMPANY, INC. RETIREMENT SAVINGS PLAN (Full title of the plan) NORMAN C. LINNELL VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY DONALDSON COMPANY, INC. 1400 WEST 94TH STREET MINNEAPOLIS, MINNESOTA 55431 612-887-3131 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED(1)(2) SHARE(3) PRICE(3) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $5.00 per share(4)(5) 700,000 Shares $47.225 $33,057,500 $2,674.36 ====================================================================================================================================
(1) Represents the shares of common stock of Donaldson Company, Inc. that may be offered or sold pursuant to the Donaldson Company, Inc. Retirement Savings Plan. (2) The number of shares of common stock being registered is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933, as amended. The proposed maximum aggregate offering price is based upon the average of the high and low prices of the registrant's common stock traded on the New York Stock Exchange as reported in the consolidated reporting system on July 22, 2003. (4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Donaldson Company, Inc. Retirement Savings Plan. (5) Includes Preferred Stock Purchase Rights, which are attached to and trade with the registrant's common stock. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed with the Securities and Exchange Commission by Donaldson Company, Inc. (hereinafter "we," "us" or "Donaldson") or the Donaldson Company, Inc. Retirement Savings Plan, are incorporated by reference in this registration statement: (a) Our Annual Report on Form 10-K for the fiscal year ended July 31, 2002; (b) Our Quarterly Report on Form 10-Q for the quarter ended October 31, 2002; (c) Our Quarterly Report on Form 10-Q for the quarter ended January 31, 2003; (d) Our Quarterly Report on Form 10-Q for the quarter ended April 30, 2003; (e) The Annual Report on Form 11-K of the Donaldson Company, Inc. Retirement Savings Plan for the plan year ended December 31, 2002; and (f) The description of our common stock contained in any registration statement or report filed by us under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any amendment or report filed for the purpose of updating such description. All documents filed by us or the Donaldson Company, Inc. Retirement Savings Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. INFORMATION REGARDING FINANCIAL STATEMENTS INCORPORATED BY REFERENCE INTO THIS REGISTRATION STATEMENT On April 24, 2002, we filed a Form 8-K reporting that on April 18, 2002, we had dismissed Arthur Andersen LLP ("Arthur Andersen") as our independent public accountants and engaged PricewaterhouseCoopers LLP to serve as our independent public accountants for fiscal year 2002. The Form 10-K incorporated by reference into this registration statement includes the report of Arthur Andersen on our consolidated balance sheet for the year ended July 31, 2001, and the related consolidated statements of income, stockholders' equity and cash flows for each of the two years in the period ended July 31, 2001. After reasonable efforts, we have been unable to obtain Arthur Andersen's consent to incorporate by reference into this registration statement its audit report with respect to our financial statements as of July 31, 2001 and for the two years ended July 31, 2001. Under these circumstances, Rule 437a under the Securities Act of 1933, as amended (the "Securities Act"), permits us to file this registration statement without such consent from Arthur Andersen. The absence of such consent may limit recovery by investors on certain claims, including the inability of investors to assert claims against Arthur Andersen under Section 11 of the Securities Act for any untrue statements of a material fact contained, or any omissions to state a material fact required to be stated, in those audited financial statements. In addition, the ability of Arthur Andersen to satisfy any claims (including claims arising from Arthur Andersen's provision of auditing and other services to us) may be limited as a practical matter due to the events regarding Arthur Andersen. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law, as amended, provides that, under certain circumstances, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at its request in such capacity in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. Article Fourteenth of our certificate of incorporation provides that a director shall not be personally liable to us or our stockholders for monetary damage for breach of fiduciary duty as a director, except for liability: o for any breach of the director's duty of loyalty to us or our stockholders; o for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; o under Section 174 of the Delaware General Corporation Law providing for personal liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions; or o for any transaction from which the director derived an improper personal benefit. Section 26 of our bylaws provides for indemnification of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, as amended from time to time. We maintain directors' and officers' liability insurance which covers certain liabilities and expenses of our officers and directors and covers Donaldson for reimbursement of payments to our directors and officers in respect of such liabilities and expenses. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Certificate of Incorporation of Donaldson (incorporated by reference to Exhibit 3-A to our Quarterly Report on Form 10-Q for the quarter ended January 31, 1998). 4.2 Bylaws of Donaldson (incorporated by reference to Exhibit 3-B to our Quarterly Report on Form 10-Q for the quarter ended January 31, 1999). 4.3 Preferred Stock Amended and Restated Rights Agreement, dated January 12, 1996 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on January 12, 1996). 5.1 Determination Letter from the Internal Revenue Service, dated September 20, 2002, with respect to qualification of the Donaldson Company, Inc. Retirement Savings Plan under Section 401 of the Internal Revenue Code of 1986, as amended. 23.1 Consent of PricewaterhouseCoopers LLP. 24.1 Power of Attorney. II-2 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; (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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (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) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and each filing of the Donaldson Company, Inc. Retirement Savings Plan's annual report pursuant to 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. (c) Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the 25th day of July, 2003. DONALDSON COMPANY, INC. By: /s/ William G. Van Dyke -------------------------------------- William G. Van Dyke Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on the 25th day of July, 2003. SIGNATURE TITLE /s/ William G. Van Dyke - ----------------------- Chairman, President and Chief Executive Officer William G. Van Dyke (principal executive officer) /s/ William M. Cook - ----------------------- Senior Vice President, International and Chief William M. Cook Financial Officer (principal financial officer) * - ----------------------- Vice President, Controller and Treasurer Thomas A. Windfeldt (principal accounting officer) * Director - ----------------------- F. Guillaume Bastiaens * Director - ----------------------- Janet M. Dolan * Director - ----------------------- Jack W. Eugster * Director - ----------------------- John F. Grundhofer * Director - ----------------------- Kendrick B. Melrose Director - ----------------------- Paul David Miller II-4 * Director - ----------------------- Jeffrey Noddle Director - ----------------------- Stephen W. Sanger * Director - ----------------------- John P. Wiehoff *By: /s/ Norman C. Linnell --------------------- Norman C. Linnell Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, the trustee (or other person who administers the employee benefit plan) 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 the 25th day of July, 2003. DONALDSON COMPANY, INC. RETIREMENT SAVINGS PLAN By: DONALDSON COMPANY, INC., the Plan Administrator By: /s/ William G. Van Dyke -------------------------------------------- William G. Van Dyke Chairman, President and Chief Executive Officer II-5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------------------- --------------------------------------------------------- 4.1 Certificate of Incorporation of Donaldson (incorporated by reference to Exhibit 3-A to our Quarterly Report on Form 10-Q for the quarter ended January 31, 1998). 4.2 Bylaws of Donaldson (incorporated by reference to Exhibit 3-B to our Quarterly Report on Form 10-Q for the quarter ended January 31, 1999). 4.3 Preferred Stock Amended and Restated Rights Agreement, dated January 12, 1996 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on January 12, 1996). 5.1 Determination Letter from the Internal Revenue Service, dated September 20, 2002, with respect to qualification of the Donaldson Company, Inc. Retirement Savings Plan under Section 401 of the Internal Revenue Code of 1986, as amended. 23.1 Consent of PricewaterhouseCoopers LLP. 24.1 Power of Attorney. EX-5.1 3 donaldson033145_ex5-1.txt DETERMINATION LETTER - IRS Exhibit 5.1 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P.O. BOX 2508 CINCINNATI, OH 45201 Date: September 20, 2002 Employer Identification Number: 41-0222640 DLN: 17007010129022 DONALDSON COMPANY INC. Person to Contact: 9301 JAMES AVE S MAIL STA 430 MARK E. HEFFKE ID# 31654 BLOOMINGTON, MN 55431 Contact Telephone Number: (877) 829-5500 Plan Name: DONALDSON CO INC RETIREMENT SAVINGS PLAN Plan Number: 007 Dear Applicant: We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter. Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically. The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan's operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated September 11, 2002. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is applicable for the amendment(s) executed on September 6, 2000. This determination letter is also applicable for the amendment(s) dated on December 27, 2000. This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554. Letter 835 (DO/CG) -2- DONALDSON COMPANY INC This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16. The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Paul T. Shultz ----------------------------------- Paul T. Shultz Director, Employee Plans Rulings & Agreements Enclosures: Publication 794 Letter 835 (DO/CG) EX-23.1 4 donaldson033145_ex23-1.txt INDEPENDENT AUDITORS' CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 21, 2002 relating to the financial statements, which appears in the 2002 Annual Report to Shareholders of Donaldson Company, Inc., which is incorporated by reference in Donaldson Company, Inc.'s Annual Report on Form 10-K for the year ended July 31, 2002. We also consent to the incorporation by reference of our report dated August 21, 2002 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference in this Registration Statement of our report dated June 23, 2003 relating to the financial statements, which appears in the Annual Report of the Donaldson Company, Inc. Retirement Savings Plan on Form 11-K for the year ended December 31, 2002. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Minneapolis, Minnesota July 29, 2003 EX-24.1 5 donaldson033145_ex24-1.txt Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William G. Van Dyke, William M. Cook and Norman C. Linnell, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the offering of shares of common stock of Donaldson Company, Inc. pursuant to the Donaldson Company, Inc. Retirement Savings Plan, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that such 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. IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the 25th day of July, 2003. SIGNATURE TITLE /s/ William G. Van Dyke Chairman, President and Chief Executive Officer - ---------------------------- (principal executive officer) William G. Van Dyke /s/ William M. Cook Senior Vice President, International and Chief - ---------------------------- Financial Officer William M. Cook (principal financial officer) /s/ Thomas A. Windfeldt Vice President, Controller and Treasurer - ---------------------------- (principal accounting officer) Thomas A. Windfeldt /s/ F. Guillaume Bastiaens Director - ---------------------------- F. Guillaume Bastiaens /s/ Janet M. Dolan Director - ---------------------------- Janet M. Dolan /s/ Jack W. Eugster Director - ---------------------------- Jack W. Eugster /s/ John F. Grundhofer Director - ---------------------------- John F. Grundhofer /s/ Kendrick B. Melrose Director - ---------------------------- Kendrick B. Melrose Director - ---------------------------- Paul David Miller /s/ Jeffrey Noddle Director - ---------------------------- Jeffrey Noddle Director - ---------------------------- Stephen W. Sanger /s/ John P. Wiehoff Director - ---------------------------- John P. Wiehoff -----END PRIVACY-ENHANCED MESSAGE-----